10.000
8.000
6.000
4.000
2.000
0
250
200
150
100
50
0
What are the
financi al res ources?
Abertis Group - Breakdown of liabilities
Wh a t is o bta i ned ?
Profit attributed to parent company
Equity
Provisions for liabilities & expenses
Debt
Other liabilities
400
300
200
100
0
1999
2000
2001
2002
2003
1999
2000
2001
2002
2003
Balanced financial structure
Equity, which exceeds 3,000 million euros,
represents 32% of total liabilities, and Debt,
37%. The provisions for liabilities and expenses,
which basically correspond to the reversion
fund, exceed 2,280 million euros.
Profit has increased from 149 million euros
in 1999 to 355 million in 2003
The expansion of the Group is carried out in a
way that is compatible with increasing profits.
The merger with Aurea results in a profit of
355 millon euros for 2003, which represents
an 81.9% increase over 2002 (up 11.2%
compared to the aggregate profit of Acesa and
Aurea for 2002).
How is i t d istributed?
How is it va lu ed?
Total dividends
Evolution abertis vs Íbex-35
(Base 31/12/00 = 100)
200
150
100
50
0
abertis share price
IBEX-35
1999
2000
2001
2002
2003
2000
2001
2002
2003
One of the highest dividend yields
Outperforming the IBEX-35
Total dividends for 2003 exceed 237 million
Euros. The steady accumulative growth of
5 % per share per annum is maintained.
The Ibex 35 rose 28% in 2003, but remains
below its closing level at the end of 2000.
In contrast, abertis is one of the 4 shares
in the index that closed up in each of the
last three years.
Highlights of the year
1st quarter 2003
• Incorporation of the company Araba Logística (in which abertis logística has a 39.5% holding)
in Vitoria, which will develop Arasur, the Multimodal Platform at Alava.
• abertis strengthens its presence in Autostrade (increasing holding to 7.98%) following the
completion of the Public Takeover Offer for Autostrade made by the core shareholders,
structured through the company Schemaventotto.
• Incorporation of the company Sevisur Logística (in which abertis logística has a 60% holding),
which will develop the logistic platform for the port of Seville under the name of Zal Sevilla.
2nd quarter 2003
• Inauguration of A-6 Connection with Segovia by Castellana de Autopistas.
• abertis’ shareholding in Saba reaches 99.23% after acquiring 39.91% of the shares for
134
million.
• General shareholders’ meeting approves the financial statements for 2002 and agrees to pay
a final dividend of
Infraestructuras and Aurea Concesiones de Infraestructuras, leading to the creation of abertis.
0.223 per share. At the same time, it approves the merger of Acesa
• Saba reaches 100% control of its Portuguese subsidiary Spel, with the acquisition of 50% of
the company, involving an investment of
17.4 million.
• On 30 May the merger of Acesa and Aurea is effective asot 1 January 2003. abertis is listed
for trading on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges on 2 June.
• abertis telecom increases its shareholding in Xfera from 5.69% to 8.36%. The guarantees
presented as shareholder of Xfera are reduced from
153.2 million to
39.2 million.
3rd quarter 2003
• The merger of Aucat and Holdaucat is completed (both companies 100% owned by abertis)
effective for accounting purposes asot 1 January 2003.
• abertis increases its presence in international stock exchange indexes and is included in the
Dow Jones Stoxx Sustainability Index.
• The extraordinary general meeting approves the bonus issue of 1 share for every 20 shares
held (for an amount of
share.
75 million) and the payment of an interim dividend of
0.229 per
• abertis telecom increases its shareholding in Tradia to 100 % on acquiring the outstanding
5 % for the sum of
6.6 million.
• Inauguration of the Radial-2 Madrid-Guadalajara of the Henares Highway, in which abertis
holds 22.49%.
4th quarter 2003
• In 2004 abertis is awarded the Alicante Ring Road highway concession, after submitting a
tender as part of a consortium.
• ASF and abertis sign an agreement to collaborate on technical matters related to highway
management and share future projects for the management of car parks and logistic platforms.
• abertis completes, after gaining clearance from the Competition Authorities, its acquisition
of Retevision Audiovisual, the leading company in Spain in the transportation and broadcast
of audiovisual signals.
• The Silleda-Lalín stretch of the Santiago-Alto de Santo Domingo highway is inaugurated,
operated by Autopista Central Gallega, in which abertis holds 18%.
Annual report
summary
Chairman’s letter
Annual report
Governing bodies
Strategy
Structure and activity
Shareholders and stock market
Financial information
Sustainability Report (1)
Social Responsibility, a way of working
Sustainability Indicators
Strategic Plan for Corporate Social Responsibility
Terminology
1
2
3
4
5
1
2
3
4
4
8
11
17
19
47
53
140
145
149
178
191
Corporate Governance Report (2)
(annex)
(1) The criteria of the Global Reporting Initiative (GRI) have been used to prepare the Sustainability Report.
(2) The Corporate Governance Report is included as an annex.
Chairman’s letter
De ar s h areho lde rs,
Annual report
5
It is with great satisfaction that I present you with the 2003 results, which represent an
exceptional year worthy of your confidence in the project that we have begun as the new
abertis. Creating value for shareholders with an adequate combination of low risk, growth,
return and service, under management focused on maintaining a steady and sustainable
dividend policy, is the fundamental strategic objective for activity in all the business sectors
in transport and communication infrastructures where we are present.
This has been an excellent year in which two fundamental operations were successfully
completed: firstly, the merger of Acesa and Aurea in May, giving rise to abertis; and secondly,
the acquisition of Retevisión Audiovisual in December to be incorporated into our
telecommunications infrastructure sector of activity, in an operation that gives abertis telecom
a position of leadership in the market.
Together with the priority of creating shareholder value, we promote excellence in the quality
of service to our clients and the development of a business organisation committed to the
country and the different regions in which we have a very direct local presence, where we
continue investing, generating employment and facilitating commercial and industrial activity,
as well as the mobility of citizens.
An essential characteristic of our organisation is to ensure on-going dialogue with the public
administration as our activity includes operating infrastructures under administrative concessions
and operating in heavily regulated sectors.
The Spanish economy has performed strongly during the year with continued strength in
consumption and construction, key elements in the 2.4 % growth in Gross Domestic Product,
in contrast to the scant 0.4% increase across the Euro zone.
Optimism regarding a gradual recovery in the international economy is supported by an
extraordinary improvement in productivity levels in the United States, with a complete lack
of inflationary pressure, at a rate of 2.3%, although the labour market has not improved and
has yet to create employment.
This is the first annual report presented for Abertis Infraestructuras, recording a profit due to
the parent company of 355 million euros, an increase of 11.2% over the aggregate results
of Acesa and Aurea in 2002. abertis proposes to pay total dividends of 237.4 million euros,
52 % more than the previous year after the inclusion of new shares issued in the merger share
exchange and the 5% increase in issued shares following the bonus share issue.
The gross dividend per share of 0.452 euros equates to a dividend yield of 3.8% based on the
year end closing price, a level which continues to give the company one of the highest dividend
yields amongst the main listed companies in Spain.
In 2003 the ordinary shares of abertis revalued by 17%, taking into account the adjustment
for the bonus issue. The merger gave the company a new dimension, with greater visibility in
the investment community, greater weighting in the stock exchange indexes and an improved
position with respect to opportunities for development. This outlook saw the share price mark
annual and historical highs.
Chairman’s letter
6
Annual report
Leadership in distinct sectors
Our business model focuses the organisation on being one of the leading infrastructure
operators in Europe in four key sectors: highways, telecommunication infrastructures, car parks
and the promotion of logistic service areas.
The strategy of diversification initiated five years ago does not prevent our group from being
highly specialised in the sectors where we enjoy a position of leadership in Spain.
In the highway sector abertis has not just consolidated a position of leadership, as indicated
by the total length of the highway networks managed by the country’s three leading operators
- Acesa, Aumar and Iberpistas – but during the year new highways, in which abertis has
shareholdings, have also opened to traffic and they will undoubtedly become key highway
axes in their areas. These are the AP-51 highway connection with Segovia, the Silleda-Lalín
Centre stretch of the Santiago-Alto de Santo Domingo highway, and the opening of the R-2,
R-3 and R-5 radial highways giving access to the city of Madrid.
The portfolio of highway concessions under direct management represents 84% of total group
operating income and therefore contributes to the economic strength that provides support
to the combination of growth projects, both highways that are beginning to operate and
investments in other sectors that have yet to reach maturity.
Internationally, abertis continues to maintain an excellent capacity to work with the leading
European operators in the highway sector such as the Italian company Autostrade and the
Portuguese company Brisa, with cross shareholdings and joint research projects. In a similar
manner, abertis signed an agreement with the French company Autoroutes du Sud de la
France (ASF) in 2003 to collaborate on technical questions related to highway management
and to working together on future projects in France. This situation allows abertis to occupy
a privileged place in the business environment of the new Europe, with the expansion to new
member states and the prospect of new opportunities in the area of infrastructures that,
without doubt, will arise and will require the involvement of private investment.
As a final note on this fundamental sector for our group, special attention should be given
to the development and implementation of the new tele-toll, which now allows one system
to be used on different highways in Spain, with the clear advantages of convenience, safety,
environmental protection and improved traffic flow. In the area of technology, managed
through the shared services centre serviabertis, the company is leading knowledge on tele-
toll system in Spain and, at the same time, is playing an authoritative role in Europe.
We are now leaders in the sector of telecommunication infrastructures following the acquisition
of Retevisión Audiovisual, the leading company in Spain in transporting radio and television
signals, which was authorised by the Competition Authorities and the Council of Ministers.
With Tradia, a company in which abertis gained 100% control in 2003, leadership in Catalonia
is assured. It also brings innovation and possibilities for new services through a great capacity
for client service.
Annual report
7
In the car park sector, Saba also holds its position and, more importantly, has the best profile
in terms of location, quality and services for its clients. During 2003, abertis acquired a further
40% of Saba to raise its shareholding to almost 100%. Its international expansion has continued
through new projects and the extension of concessions in Italy, as well as increasing its
shareholding in the Portuguese company Spel by 50 % to gain 100% control.
In reference to the area of logistics, work got underway in 2003 on two important projects
in Álava and Seville, which sees this activity expanding beyond Catalonia. We continue to be
interested in investing in new logistic platforms when the opportunities that the market offers
meet the criteria of abertis logística for this sector, characterised by a lack of private operators
like us that are not property development companies. Our objective, as always, is to make
long-term investments and be involved in management together with the local partners whose
knowledge of this field is much greater. A commitment of these characteristics requires
projections of long-term profitability and solvent quality ratios in all the logistic projects that
carry the seal of abertis.
Corporate Governance and Social Responsibility
During 2003, abertis has worked hard to adopt regulatory instruments that provide the best
Corporate Governance, integral management under guidelines of Social Responsibility and,
in general, best practices of transparency with financial markets required by companies in the
21st Century.
In the Annual Report on Corporate Governance, which is included as an annex, abertis provides
extensive information on the shareholding structure of the company, the Board of Directors,
the board committees, and the regulations of the Annual General Meeting, amongst other
matters.
The Strategic Plan for Social Responsibility is also included. Its objective is to establish the
lines of action for the corporation to make available a management system for Social
Responsibility to ensure continuous improvement in all companies of the group.
In any event, beyond the regulation on good governance and strict compliance with it, it is
fundamental for all of us that form part of abertis that, more than ever, we are able to build
an organisation day by day in which the ethical behaviour of people goes beyond the technical
and bureaucratic aspects.
This is our commitment to shareholders, to our employees and to our clients. We thank them
all for their confidence. I would also like to thank the members of the Board of Directors, the
management team and all the employees and collaborators for their commitment and
dedication.
Isidre Fainé, Chairman of abertis
Annual report
10
Annual report
1
1.1
1.2
1.3
1.4
2
3
3.1
3.2
3.3
Governing bodies
Board of Directors
Delegated board committees
Management team
Business units
Strategy
Structure and activity
Structure
Human resources
Activity for the year
Highways
Car Parks
Logistic Services
Telecommunications infrastuctures
Airports
3.4
Performance for the year
Consolidated figures
Parent company figures
Shareholders and stock market
Stock market conditions
Evolution of the share
Evolution of share capital - Increases
Dividend and shareholder yield
Shareholders
Significant shareholdings
Market information
Financial information
Consolidated annual accounts
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5
5.1
5.2
Parent company annual accounts
102
11
12
13
14
15
17
19
20
21
23
25
33
36
39
41
42
42
44
47
48
48
50
50
51
51
51
53
54
1
Governing bodies
1.1
Board of Directors
1.2
Delegated board committees
1.3
Management team
1.4
Business units
1 1
Board of Directors
12
Annual report
The members of the Board of Directors of abertis at the time of preparing the annual accounts
for 2003 are:
Isidro Fainé Casas (Chairman)
Pablo Vallbona Vadell (1st Deputy Chairman)
Carmen Godia Bull (2nd Deputy Chairman)
Ángel García Altozano (3rd Deputy Chairman)
Salvador Alemany Mas (Chief Executive Officer)
Jordi Aristot Mora
Gilberto Benetton
Caixa d’Estalvis de Catalunya, represented by Josep María Loza Xuriach
Enrique Corominas Vila
Dragados Obras y Proyectos, S.A., represented by Demetrio Ullastres Llorente
Maria Isabel Gabarró Miquel
Carlos Godó Valls
Comunidades Gestionadas, S.A., represented by Antonio García Ferrer
Ernesto Mata López
Enric Mata Tarragó
Vasco de Mello
Jordi Mercader Miró
José Luis Olivas Martínez
Ramón Pascual Fontana
Unicaja, represented by Braulio Medel Cámara
Miquel Roca Junyent (Secretary, non-board member)
Juan Arturo Margenat Padrós (Deputy Secretary, non-board member)
In 2004 the following have ceased to act as board members: Dragados Concesiones de Infraestructuras, S.A., Julio
de Miguel Aynat and Grupo Dragados, S.A.
In 2003 Braulio Medel Cámara ceased to act board member, and became the representative of Unicaja.
In 2003, as a result of the merger between Acesa Infraestructuras, S.A. and Áurea Concesiones de Infraestructuras,
S.A., which led to abertis, the following people ceased to act as board members: Enrique Alcántara-García Irazoqui,
Antoni Brufau i Niubó, Jean-Louis Chaussade, Pere Antoni de Dòria i Lagunas, Ricard Pagès i Font and Antoni Vila i
Bertrán.
Annual report
13
1 2
Delegated board committees
Executive Committee
Isidro Fainé Casas (Chairman)
Pablo Vallbona Vadell
Carmen Godia Bull
Ángel García Altozano
Salvador Alemany Mas
Caixa d’Estalvis de Catalunya, represented by Josep María Loza Xuriach
José Luis Olivas Martínez
Miquel Roca Junyent (Secretary)
Juan Arturo Margenat Padrós (Deputy Secretary)
In 2004 the following have ceased to act as committee members:
Dragados Concesiones de Infraestructuras, S.A. and Julio de Miguel Aynat.
During 2003 the following ceased to act as committee members:
Enrique Alcántara-García Irazoqui, Antoni Brufau i Niubó and Enric Mata Tarragó.
Audit and Control Committe e
Ernesto Mata López (Chairman)
Caixa d’Estalvis de Catalunya, represented by Josep María Loza Xuriach
Enrique Corominas Vila
Juan Arturo Margenat Padrós (Secretary)
During 2003 Enrique Alcántara-García Irazoqui ceased to act as committee member.
N omi nation and Re mune ration Co mmi ttee
Jorge Mercader Miró (Chairman)
Maria Isabel Gabarró Miquel
Ángel García Altozano
Juan Arturo Margenat Padrós (Secretary)
1 3
Management team
14
Annual report
Chief Executive Officer: Salvador Alemany Mas
Company Secretary: Juan Arturo Margenat Padrós
Director of Legal Services: Marta Casas Caba
Director of Legal Services Madrid: Jesús Pozo Soler
Managing Director of Corporate Management Officer: Josep Martínez Vila
Director of Investment Analysis: David Díaz Almazán
Director of Tax Planning: José María García Martín
Director of Operational Development: Jordi Graells Ferrández
Director of Corporate Security: Lluís Jiménez Arrebola
Director of Management Planning and Control: Jordi Lagares Puig
Director of Organisational Development: Joan Rafel Herrero
Director of Construction: Rodolfo Vicente Bach
Managing Director of International Highways Officer: Rafael Mourelle Morales
Director of Financial Coordination: Carlos Alberola Fioravanti
Chief Financial Officer: Miguel Abeniacar Trólez
Director of Finance: Lluís Subirà Laborda
Director of Institutional Relations and Quality: Ricard Maxenchs Roca
Director of Studies and Corporate Communication: Enric Venancio Fillat
Shared services centre
Managing Director of serviabertis: Josep Padrós Busquets
Deputy Managing Director. Director of Infrastructures and Technical Services:
Juan Rodríguez de la Rubia
Deputy Managing Director. Director of serviabertis Madrid: Antonio Rodríguez López
Director of Administration and Purchasing: Manuel Cruces Socasau
Director of Corporate Organisation and Systems: Jordi Pujol-Xicoy Gimferrer
1 4
Business units
Highways
Annual report
15
Managing Director for Catalonia and Aragon (Acesa and Aucat): Lluís Serra Serra
Managing Director for East-South: Rafael Mourelle Morales
Managing Director for Centre-North (Iberpistas): José María Morera Bosch
Managing Director of Aumar: Américo Jiménez Rodríguez
Managing Director of A6: Rubén Fernández Fuentes
Managing Director of Castellana: Jose Antonio López Casas
Managing Director of Aulesa: Manuel Benito Izquierdo
Managing Director of Gco: José Luis Giménez Sevilla
Managing Director of APR: Rafael Acosta Rosario
Managing Director of Iberpistas Chile and Gesa: Enrique Balaguer Ferrer
Car parks
Managing Director of Saba: Joan Font Alegret
Chief Executive Officer of Saba Italia: Mássimo Pastorelli
Chief Executive Officer of Spel: António Henrique de Oliveira Mendes
Chief Executive Officer of Rabat: Vicente Benetito Gimeno
Logistic services
Managing Director of abertis logística: Joaquim Gay de Montellà Ferrer-Vidal
Managing Director of Sevisur: Francisco Rodríguez Piñero
Telecommunication infrastructures
Managing Director of Tradia: Tobías Martínez Gimeno
Managing Director of Retevisión: Josep Canós Ciurana
41 Business units
16
Annual report
Airports
Managing Director of Codad: Gonzalo Iglesias Valdés
Companies under joint control
Chief Executive Officer of Avasa: Santiago Corral y López-Dóriga
Managing Director of Trados 45: Jesús Martínez Pérez
Managing Director of Parc Logístic: Joaquín Zueras Abizanda
2
Strategy
2
Strategy
18
Annual report
abertis is firmly committed to being one of the leading groups in Europe in the management
of infrastructures serving mobility and communications with the objective of continuing to
provide its shareholders a balanced combination of investments that assure:
• An appropriate combination of low risk, growth and return
• The maintenance of a solid and sustainable dividend policy
• Excellence in the quality of service to our clients
• The development of an organisation that brings wealth and well-being to the surrounding
area
To achieve this its investments are selected on the basis of the following key lines:
• Management of infrastructures
• Commitment to long-term investments gaining a significant presence in the decision making
bodies and providing the management expertise that abertis has accumulated over time
• Involvement in projects where the overall risks and expected cash flow can be clearly
estimated at the outset
At the same time, in the subsequent management and co-ordination of the projects, special
attention is given to the projection within the organisation and the interaction and awareness
of the environment and the territory, as well as the requirements of transparency in corporate
governance. These issues are covered in the Sustainability Report and the Corporate Governance
Report respectively, as part of this annual report.
3
Structure and activity
3.1
Structure
3.2
Human res ources
3.3
Acctivity for the year
Highways
Car Parks
Logistic Ser vices
Telecommunications
Airpor ts
3.4
Perfor mance for the ye ar
Cons olidated figures
Parent company figures
3 1
Structure
20
Annual report
ABERTIS INFRAESTRUCTURAS
serviabertis
HI GH WAYS
C A R PA RKS
Acesa
Aumar
Iberpistas
Autopista A-6
Aucat
Castellana
Aulesa
Proconex
GCO
APR
Gesa
Avasa
Trados 45
Túnel del Cadí
Autema
Concesiones de Madrid
Henarsa
Accesos Madrid
Central Gallega
Brisa
Coviandes
Autostrade
Elqui
Ausol
RMG
AIR P ORTS
Codad
Saba
Parbla
Satsa
Spasa
Saba Italia
Rabat
Spel
L O G I ST I C S E RV I C E S
abertis logística
Sevisur
Areamed 2000
Parc Logístic de la Zona Franca
Arasur
Cilsa
TELECOMMUN IC ATION
INFRA STRUCTUR ES
abertis telecom
Tradia
Retevisión
Torre de Collserola
Subsidiary companies
Joint venture companies
Other holdings
Annual report
21
3 2
Human Resources
This year has seen a consolidation in the process of developing the new organisational reality. The
support structures and business units have achieved greater levels of coordination and, consequently,
new possibilities are opening for synergies in both knowledge and operations. The experience of
integrating businesses and, at the same time, dealing with change are aspects that have become
part of the employees’ skills base, which are useful in facing situations now and in the future that
require flexibility, agility and the capacity to respond in ambiguous environments.
Development of individuals
Training has continued to be one of the fundamental lines of personnel management policy across
the group’s different businesses. Of special note is the effort made by the different companies in
the area of training in Workplace Health and Safety, an effort rewarded by a decline in workplace
accidents. Work has continued on influencing client culture through the development of different
training initiatives aimed at strengthening this vision.
Evidence of the commitment given to the development of employees is seen in the thousands of
hours of training given and the hundreds of courses organised across the different business units
of the abertis group. The dividends from this commitment can be seen in the fact that a large
number of vacant positions are covered by internal promotions. Notwithstanding this, looking
outwards to maintain the flow of new ideas and renewal has been encouraged through collaboration
programs with universities, leading to the incorporation of young people under scholarships, amongst
other benefits.
Internal communication
In addition to the existing publications Acesa Informa and Flaix Laboral, of Acesa; Lasetze of
Aucat; Hora SABA, and Cuadernos de Autopista, of Iberpistas, a new publication was added in
September 2003, the abertis magazine, which is published quarterly and distributed to all
employees in the group with the aim of uniting them and informing them of the different
realities with the new dimension of the business.
Work has been done during this year on improving and promoting the corporate Intranet, a
project that concluded at the beginning of 2004. Aside from the functional improvements, it
provides a space to share information and knowledge.
Social interaction amongst employees continues to be encouraged with the organisation of
different sporting and cultural activities in which employees from different business areas of
abertis have participated. An event of note at the end of the year was the public presentation
of the abertis Choir, which gave a small concert during the Christmas period.
Health and safety
In general, the levels of workplace accidents have declined in the different companies, with
reductions of over 30% in some cases. The effort made in the area of training (first aid,
emergency plans, fire fighting, accident assistance, risks of moving loads, electrical and
mechanical risks and the risks of height, along with many others) together with the support
given to the Health and Safety Committees, the awareness building campaigns and the
23 Human Resources
22
Annual report
technical work are bearing fruits. However, rather than aiming for the lowest workplace
accident rates in the sector, the objective of our companies should be to achieve an environment
free of accidents.
Labour relations
This year has been especially active with respect to labour relations. Companies such as Acesa,
Aucat and Saba have signed new agreements; until 2005, in the case of Acesa, and until 2006,
for Aucat and Saba. In those companies where no new agreement has been negotiated, the
committee has been renewed, and in the case of Iberpistas, the negotiation of a new agreement
has commenced.
Beyond the difficulties involved in these processes, signing these agreements is a source of
satisfaction, as it is a good indicator of the willingness of the parties to reach an understanding
in the common objective of seeking a balance between improving labour conditions for
employees and the business development.
Evolution of average equivalent workforce
abertis (1)
serviabertis (2)
Acesa Group (3)
Iberpistas Group
Aumar (4)
Aulesa (4)
Trados 45 (4)
Saba Group
abertis telecom Group
abertis logística Group
Codad (4)
Total (5)
2003
101
74
1,951
669
665
49
1
920
257
11
43
2002
697
-
1,283
725
-
-
-
991
294
5
-
4,741
3,995
(1)
In 2002, the first six months corresponded to concession activity and the second six months to corporate services
as parent of the Group.
(2) Commenced its activity in November 2002.
(3) For comparative purposes we have included the workforce of the company Gco, as the shareholding was transferred
to Acesa in 2003. In addition, the company Acesa began its activity in the second half of 2002.
Incorporated in the Group in 2003.
(4)
(5) The total of the average equivalent workforce does not coincide with the figures given in the annual report due
to the accounting criteria for consolidation (4,617 employees in 2003).
The acquisition of Retevisión Audiovisual was finalised in December 2003, so its employees have
not been included in calculating the average equivalent workforce. If Retevisión Audiovisual were
taken into account, the average equivalent workforce would rise to almost 5,800 employees.
3 3
Activity for the year
Distribution of operating income:
Annual report
23
Contribution by sector
National/International
5 %
7 %
Car Parks
Telecommunications
6 %
International
3 %
Airports
1 %
Logistics
84 %
Highways
94 %
National
Accumulated investment by shareholdings (*)
(million euros)
231 (9%)
Car Parks
46 (2 %)
Airports
57 (2 %)
Logistics
346 (13%)
Telecommunications
1,980 (74%)
Highways
(*) does not include investment in Acesa, Aumar or Iberpistas.
33 Activity for the year
Highways
Annual report
25
The highway concessions business unit continues to be the main activity of abertis and
represents 84% of total operating income. The merger with Aurea during 2003 has clearly
strengthened this activity with the incorporation of Aumar (second national operator), as well
as other highway concessionaires both nationally and internationally.
The current portfolio of concessions provides an excellent combination both geographically
and in terms of the level of maturity of the projects (from well established concessions to
projects under construction or in the initial phase of their activity), which ensures a balanced
combination of future flows for shareholders.
Spain:
In Spain abertis directly manages more than 1,500 km of highways, which represents 63 %
of the national toll highway network in service.
On a national level, the highways business unit is divided into three geographical zones, whose
head companies are the operators that historically have been the leaders in Spain: Catalonia-
Aragon zone through Acesa, Centre-North zone through Iberpistas and East-South zone through
Aumar.
Highways under direct or shared management
Highway
Montgat-Palafolls (C-31/C-32)
Barcelona-La Jonquera (C-33/AP-7)
Barcelona-Tarragona (AP-2/AP-7)
Montmeló-El Papiol (AP-7)
Zaragoza-Mediterráneo (AP-2)
Tarragona-Alicante (AP-7)
Sevilla-Cádiz (AP-4)
Villalba-Adanero (AP-6)
Villacastín-Ávila (AP-51)
San Rafael-Segovia (AP-61)
Castelldefels-El Vendrell (C-32)
León-Astorga (AP-71)
Bilbao-Zaragoza (AP-68)
M-45 Tramo II
Total
Km
49
150
100
27
216
374
94
70
23
28
58
38
294
15
1,534
Concessionary
% shares
End concession
Acesa
100
2021
Aumar
100
2019
A-6
Castellana
Aucat
Aulesa
Avasa
Trados 45
100
100
100
79.2
50.0
50.0
2031-2036
2031-2036
2039
2055
2026
2029
Highways in Spain
Santiago
5
León
Alto de
Santo
Domingo
Astorga
Bilbao
4
26
Annual report
Adanero
Ávila
Navalcarnero
6
Segovia
Guadalajara
Madrid
Arganda
del Rey
Zaragoza
Valencia
Alicante
3
1
La Jonquera
Palafolls
Barcelona
Tarragona
2
direct or joint management
other shareholdings
b
1
2
a
5
Aulesa
a) León-Astorga (AP-71)
Central Gallega
b) Santiago-Alto Sto. Domingo
(AP-53)
38 km
57 km
Acesa
a) Barcelona-Tarragona
(AP-2/AP-7)
Aucat
b) Castelldefels-El Vendrell
(C-32)
100 km
6
58 km
a
b
g
c
h
f
e
d
A-6
a) Villalba-Adanero (AP-6)
70 km
Castellana
b) Villacastín-Ávila (AP-51)
c) San Rafael-Segovia (AP-61)
23 km
28 km
7
Seville
Cadiz
Acesa
a) Montgat-Palafolls (C-31/C-32) 49 km
b) La Jonquera-Barcelona
(C-33/AP-7)
c) Montmeló-El Papiol (AP-7)
Túnel del Cadí
d) Túnel del Cadí (C-16)
Autema
e) Sant Cugat-Manresa
150 km
27 km
30 km
48 km
Aumar
a) Tarragona-Alicante (AP-7)
374 km
Acesa
b) Zaragoza-Mediterráneo
(AP-2)
216 km
Concema
d) M-45 Tramo I
Trados 45
e) M-45 Tramo II
15 km
15 km
Accesos Madrid
f) Madrid-Arganda del Rey (R-3) 33 km
53 km
g) Madrid-Navalcarnero (R-5)
Henarsa
h) Madrid-Guadalajara (R-2)
Aumar
a) Sevilla-Cádiz (AP-4)
81 km
94 km
a
Avasa
a) Bilbao-Zaragoza (AP-68)
294 km
7
a
d
e
b
c
a
a
b
b
a
1
2
3
4
33 Activity for the year
Activity
Annual report
27
In general, the evolution of the activity of the group's main concessions has been favourable,
with all highways registering traffic growth. The comparable combined average daily traffic
(ADT) (Acesa, Aucat, Aumar, A6 and Avasa) rose to 27,354 vehicles, 3.7 % more than the
previous year.
Key data of the companies that directly manage highways
Thousand euros
Var.
2.9%
4.6%
4.2%
(**)
Operating
income
Var.
EBITDA
Var.
513,095
8.3% (*)
386,219
6.1% (*)
304,663
8.2%
257,297
8.6%
93,195
13.0%
76,547
8.9% (*)
6,279
(**)
2,361
(**)
38,543
23,323
28,781
5,039
27,492
9.3%
72,693
15.3%
60,831
15.5%
Concessionary
ADT 2003
Acesa
Aumar
A6
Castellana
Aucat
Aulesa
Avasa
4,271
(**)
4,306
12,811
3.7%
118,238
(**)
7.2%
Trados 45
73,455
13.4%
19,438
48.7%
1,706
95,545
17,972
(**)
7.5%
56.8%
(*) Figures for 2002. Includes the concessionary activity of the first six months carried out by their respective parent
companies.
(**) Aulesa activities commenced in December 2002, and Castellana in November 2002 and April 2003.
The other concessions under direct management (Castellana, Aulesa and Trados 45) are in the
first phase of their activity, so their data does not reflect the real level of future activity and
is not comparable with the previous year. Castellana inaugurated the Ávila-Villacastín stretch
in November 2002 and the San Rafael-Segovia stretch in April 2003. Likewise, Trados 45 (under
shadow toll) and Aulesa opened to traffic in April and December 2002 respectively.
Volume of business
The national highway concessions managed directly represent 81.5% of all Group operating
income, totalling 1,046 million euros, 71 % more than the previous year. Comparing this
figure with the consolidated income of Acesa and Aurea in 2002, the increase was 16.8%.
This increase is due to the positive evolution in the national highway activity already noted
and the inclusion of Iberpistas for the entire year (only six months in 2002).
EBITDA for these highways totalled 829 million euros, an increase of 16.2 % against the pro
forma 2002 figure.
33 Activity for the year
28
Annual report
Other shareholdings
abertis also has shareholdings in the following concessionary companies, although it does
not have a majority holding.
Highway
Km
Concessionary
% holding
End concession
Túnel del Cadí (C-16)
Tramo I (M-45)
Madrid-Arganda del Rey (R-3)
Madrid-Navalcarnero (R-5)
Madrid-Guadalajara (R-2)
Sant Cugat-Manresa (C-16)
30
14
33
53
81
48
Túnel del Cadí
Concema
Accesos Madrid
Accesos Madrid
Henarsa
Autema
Santiago-Alto Sto. Domingo (AP-53) 57
Central Gallega
37.2
25.0
23.3
23.3
22.5
22.3
18.0
2023
2032
2049
2049
2024
2037
2074
Autema and Túnel del Cadí have continued to show a positive evolution, with increased traffic
and income.
The other companies are in an early phase of operation: Concema commenced its activity in
April 2002, Henarsa in October 2003, the Central Galacian highway, in stages, in December
2002 and December 2003 and Accesos de Madrid in February 2004.
The result for the year in each of these shareholdings is positive, and together they contributed
3 million euros to the consolidated profit of abertis.
In 2004, a consortium in which abertis participates has been awarded the Alicante Ring road
toll highway.
International:
Annual report
29
abertis has shareholdings in a series of international projects as shown in the following
map:
During the year an agreement was signed with ASF to collaborate on technical questions of
highway management and to share future projects in France. Also the existing strategic
international alliances have been strengthened with the main European operators, Brisa and
Autostrade, with which abertis holds crossed shareholdings.
Highways managed directly
Country
Argentina
Puerto Rico
(*) 57.6% voting rights.
Concessionary
% holding
Km End concession
GCO
APR
48.6 (*)
75.0
53
2
2018
2027
International high ways
30
Annual report
United Kingdom
RMG
A1-M Alconbury
22 km
London
RMG
A419/417 Swindon-Gloucester
52 km
Oporto
Lisbon
Portugal
Brisa
1,106 km
Puerto Rico
APR
Puente Teodoro Moscoso
2 km
Colombia
Coviandes
Bogotá-Villavicencio
86 km
Genoa
Rome
Naples
Italy
Autostrade
3,401 km
Chile
Elqui
Los Vilos-La Serena
229 km
Argentina
GCO
Luján-Buenos Aires
53 km
Ausol
Acceso Norte de Buenos Aires
119 km
direct management
other shareholdings
33 Activity for the year
Other shareholdings
Annual report
31
Country
Argentina
Colombia
United Kingdom
United Kingdom
Chile
Portugal
Italy
Concessionary
% holding
Km End concession
Ausol
Coviandes
RMG
RMG
Elqui
Brisa
Autostrade
45.2
39.0
25.0
25.0
25.0
10.0
8.0
119
86
22
52
229
1,106
3,401
2020
2013
2026
2026
2022
2032
2038
In general, the evolution of the activity internationally has been very positive, with significant
increases in traffic and income.
The recovery of the economy in Argentina stands out, having commenced in 2002 and
strengthened during 2003, resulting in a 13 % increase in transits for Gco, with income up
15 %, recording a profit in 2003. This recovery, and the anticipated renegotiation of the
concession contracts with the administrations that awarded the concessions, gives an
optimistic outlook for the evolution of the highway concessions that abertis has in Argentina.
During 2003, following the Public Takeover Offer made by the core shareholders of Autostrade
for the Italian concessionary, abertis has increased its indirect shareholding from 3.85% to
7.98 % without any additional investment.
33 Activity for the year
Car Parks
Annual report
33
Saba Aparcamientos, S.A. (Saba), the leading operator in the car park sector in Spain
and one of the leaders in Europe, is the head company of the business unit for this
activity.
During the year, abertis has acquired a further 40% of Saba, to gain control of almost
100 % of the company.
Key data of car park companies
Company
Country
% holding
No. spaces
Spain
Spain
Portugal
Andorra
Spain
Italy
Morocco
99.2
100
100
90.3
88.0
60.0
51.0
42,763
4,936
15,850
295
947
12,525
3,765
81,081
Saba
Parbla
Spel
Spasa
Satsa
Saba Italia
Rabat
Activity
No. cities
present
25
5
7
1
1
11
1
The Group manages more than 81,000 parking spaces distributed in a total of 141 operating
units and is present in more than 50 cities.
During the year vehicle rotation in the group's car park network has been affected by the
termination of the concessions of the Metered Zone in Rome and Bolzano, registering 44.2
million vehicles, below the 2002 figure. Isolating this effect, there was an increase of 2.3%
thanks to the positive evolution of the activity in the other businesses of the Group.
The number of pass holders also increased by 3.4 %, to 22,444.
Concerning the activity of Saba, the opening in March 2003 of the PA parking building at
Barcelona Airport with 2,470 new spaces was particulady significant, bringing the total number
of parking spaces managed by Saba in that car park to 13,140.
Parbla, S.L. was awarded the operation of 320 spaces in Cerdanyola del Vallès (Barcelona).
33 Activity for the year
34
Annual report
During the year, the process of the group's expansion has developed, particularly through Saba
Italia which was awarded new car parks in Genoa (174 spaces), Sassari (1,740 spaces), Milan
(340 spaces) and Pisa (392 spaces), and with the extension of the period of some of its
concessions. Also of note was the opening of some car parks in Milan. It is anticipated that
significant investments will continue to be made in this country, as it is a relatively unexploited
market which offers business opportunities.
In May 2003, Saba increased its shareholding in Spel by 50 %, taking 100% control of the
company, consolidating its position in Portugal. At 31 December 2003, Spel’s contribution to
the group was management of 19 centres and 15,850 parking spaces. In October this company
began to operate the car park of Leiria, with 140 spaces, a project that involves the construction
of another 309 parking spaces.
In the international area the activity of Rabat Parking, S.A. also stands out with the opening
of a car park with 448 spaces.
Figures
The car park sector represents 7% of the operating income, totalling 91 million euros, an
increase of 5.6% on the previous year. The contribution to consolidated EBITDA is 33 million
euros, 3.8% more than the previous year. During 2003 the results of Saba were influenced
by a combination of three factors: the loss of the blue zone in Rome and Bolzano, for one part;
the improvement in activity at a national level; and lastly, the increased contribution from
Spel to the Group figures, after gaining 100 % control of the Company.
Location of Saba car parks
Annual report
35
Andorra
1
Barcelona
Madrid
Rome
Lisbon
Rabat
1
Location of Saba car parks in Catalonia
Barcelona
Badalona
Blanes
Cadaqués
Cerdanyola
Cornellà
Figueres
Girona
Igualada
Mataró
Platja d’Aro
Puigcerdà
Sabadell
Salou
St. Joan Despí
Sta. Perpètua de Mogoda
Tarragona
Terrassa
Vic
Vilafranca del Penedès
Vilanova i la Geltrú
33 Activity for the year
36
Annual report
Logistic Services
The logistic service business unit is channelled through abertis logística, holder of the Group's
shareholdings in this activity.
This business unit is made up of a combination of projects at different phases of development
in Barcelona, Álava and Seville:
Key data of the logistic services companies
Company
City
% holding
Total
area (m2)
Current state
abertis logística / CIM Vallès
Barcelona
100.0
70,000
Operative
Sevisur
Seville
Parc Logístic Zona Franca
Barcelona
Álava
Barcelona
Barcelona
Arasur
Cilsa
Areamed 2000
Activity
60.0
50.0
39.5
32.0
50.0
250,000
Under construction
375,000
Operative
2,100,000
Under construction
2,200,000
Operative
-
Operative
abertis logística continues operating the integrated goods area of the Central Integral de
Mercancías (CIM) del Vallès, which increased income by 16 % in 2003, thanks to the positive
evolution of the activity in the majority of services offered (truck parking, service station,
hotel, food services, commercial area and mechanical repairs) and increased occupation in
the leased offices building.
The Parc Logístic de la Zona Franca, company held equally by the Consorcio de la Zona Franca
de Barcelona (50%) and abertis logística, reached 100% occupation during 2003 in more than
100,000 m2 of warehouses and 20,000 m2 of leased offices. As a result, operating income increased
54% to 11 million euros, and EBITDA increased 95% to 8 million euros.
Given the positive evolution of the activity and the full occupation of the logistics area, the
promotion of new office buildings is now underway.
CILSA, Centro Intermodal de Logística, S.A., in which abertis logística holds 32% and the Port
Authority of Barcelona holds 51%, is developing Zal Barcelona and Zal Prat in two phases, a
logistics area of more than 200 hectares in the port zone of Barcelona.
The promotion of Zal Barcelona has been completed during 2003, achieving full occupation,
and the works for the development of Zal Prat have continued. Operating income reached
12 million euros, up 9% on 2002 and EBITDA rose 20% to 4 million euros.
Logistic infrastructures
1
Álava
3
Seville
Barcelona
2
Annual report
37
1 Álava
Arasur
210 hectares
2 Barcelona
CIM Vallès
PLZF
CILSA (ZAL I + ZAL II)
7 hectares
38 hectares
220 hectares
3 Seville
Sevisur
25 hectares
New projects
Highlights during the year were the start of new logistics projects in Álava and Seville, which
were awarded at the end of 2002.
Sevisur Logística S.A., owned by abertis logística (60 %), several Andalusian savings banks
and the Seville Port Authority, was awarded the Zal Seville Port concession in December 2002.
Sevisur will manage, under a 30 year concession, a 25 hectare site to develop logistics
warehouses to be leased and 10 hectares for the provision of services.
In February 2003 Arasur Logística S.A. was incorporated, in which abertis logística holds a
39.5% share acting as an industrial, technical and management partner, with the other shares
held by the Caja Vital, the Diputación Foral de Álava and the Autonomous Government of the
Basque Country. Arasur will construct and operate an inter-modal logistics platform, that it
will own, in an area of more than 200 hectares in the south of Álava province.
Figures
The logistic services business unit recorded operating income of 15 million euros and
contributed EBITDA of 6 million euros to the consolidated accounts of abertis.
33 Activity for the year
Telecommunication infrastructures
Annual report
39
abertis telecom is the parent company of the telecommunication infrastructures business. In
addition to holding the shareholdings of abertis in this sector, it provides technical assistance
and operates the fibre optic cabling located along the Acesa highways.
In September abertis telecom acquired the outstanding 5% of the shares in Tradia to gain
100% control of the Company.
In December 2003 the acquisition of 100% of Retevisión from the Auna group was finalised.
With this operation, abertis consolidates its line of activity in the management of
telecommunication infrastructures.
Key data of the telecommunication infrastructure companies
Company
abertis telecom
Tradia
Retevisión
Torre de Collserola
%
100
100
100
36.0
No. of sites
-
678
2,400
-
Tradia is one of the main Spanish companies specialised in leasing telecommunication
infrastructures for mobile telephone operators, radio broadcasters and closed user groups.
The provision of Services to Public Administrations (SAP) continues to be one of the Company's
main activities and, in particular, the roll-out of digital trunking networks and communications
consulting. This activity has increased 38%.
Tradia has improved and expanded services in the audiovisual market and, in the sector of
broadcasting radio programs and private television, a 15% increase was recorded.
The services of leasing infrastructure and transporting data for the main mobile telephone
operators and LMDS have increased by 7% compared to the previous year.
The results for the year show the impact of the significant investment program that the
Company has undertaken and the positive evolution of the main activities. As a result, turnover
has increased 25% to 67 million euros, and EBITDA rose to 17 million euros, up 57% on 2002.
Retevisión Audiovisual offers services of transport and broadcasting of television and radio
signals at a national level on analogical and digital networks. It has a network with 2,400 sites,
including the emblematic Torrespaña in Madrid and Torre de Collserola in Barcelona (in which
it has a 36% shareholding).
Tradia and Retevisión sites
40
Annual report
In 2002, Retevisión spun off the activity of installing and operating fixed telecommunication
networks and services to Auna Telecomunicaciones, S.A., leading to the creation of Retevisión
Audiovisual. Consequently, 2003 is the first full year in which the company has only undertaken
its audiovisual activity. It is expected that the company will register a positive evolution in
both income and EBITDA next year.
The acquisition of Retevisión enables abertis to obtain synergies through complementary
geography and clients, and in turn, it offers the possibility of expanding the current activities
of Tradia at the national level.
During 2003 abertis telecom has acquired the proportional share of the Vivendi Group's
holding in Xfera without any outlay, increasing its shareholding from 5.69% to 8.36%. abertis
has provisioned 100% of the investment given that the commercial and technical roll-out is
on hold, awaiting the availability of UMTS technology, for which Xfera holds an operating
licence.
33 Activity for the year
Airports
Annual report
41
abertis has an 85% shareholding in Codad, the company holding the concession for the
construction and management of the second runway at Bogotá airport and management of
the first runway, which is already built.
Codad operates under a contract with guaranteed minimum income. Consequently, although
the number of flights has declined by 4%, operating income in Colombian pesos rose 20%
and EBITDA rose 15%, with the contribution to the consolidated accounts of abertis being
21 and 18 million euros respectively.
42
Annual report
3 Performance for the year
4
Consolidated figures for abertis
Balance sheet
(million euros)
Assets
2003
2002
Liabilities
Consolidated
Net fixed assets
Intangible fixed assets
Tangible fixed assets
Investments
7,684
262
6,622
800
4,957
87
4,288
582
Equity
Share capital
Share premium
Reserves
Profit
Interim dividend
Consolidation goodwill fund
Deferred expenses
Current assets
909
632
460
925
274
303
Minority interests
Negative consolidation difference
Deferred income
Consolidated
2003
2002
3,107
1,576
580
716
355
(120)
28
41
96
2,034
1,037
116
765
195
(79)
90
22
24
Provisions for liabilities and expenses 2,285
1,387
Long-term creditors
2,640
1,607
Short-term creditors
1,488
1,295
Total assets
9,685
6,459
Total liabilities
9,685
6,459
The 50% increase in the consolidated balance sheet figures is due to the incorporation of the
Aurea shareholdings in the consolidation scope, as well as the consolidation of Retevisión at
the end of the year.
Consolidated assets total almost 9,700 million. Tangible fixed assets, primarily consisting of
investment in highways and other concession assets, represent 68 % of the total.
The variation of the consolidation goodwill fund is principally due to an increase of 155 million
euros following the merger and the acquisition of shareholdings during the year, and a reduction
of 149 million euros due to the transfer of the consolidation goodwill generated in the merger
of Aucat and Holdaucat during the year to financial investments.
Almost 75% of the deferred expenses are the result of the deferral of financial charges
established in the accounting standard in force for highway concessionary companies.
On the liabilities side, equity now exceeds 3,100 million euros (32% of total liabilities) and
debt totals 3,611 million, representing a debt to equity ratio of 116%. Also of note are the
provisions for liabilities and expenses, which include the reversion fund and represent 24 %
of total liabilities. This financial equilibrium allows abertis to face both its selective investment
policy and the investments in improving the infrastructures managed with guarantees.
Annual report
43
Profit and loss account
(million euros)
Operating income
Operating expenses
EBITDA
Depreciation and reversion fund
Operating profit
Financial result
Profit from associated companies
Amortisation goodwill / Negative consolidation differences
Profit from ordinary activities
Extraordinary profit (loss)
Corporation tax
Minority interests
Profit for the year
Consolidated
2002
2003
1,282
(367)
915
790
(257)
533
(220)
(131)
695
(151)
30
(36)
538
4
(187)
0
355
402
(94)
30
(19)
319
(29)
(99)
4
195
The 2003 profit and loss account of the abertis group is not comparable to the previous year
due to the inclusion of the Aurea group and the incorporation of a full year of the Iberpistas
Group (only six months in 2002).
Consolidated operating income and expenses have increased due to the incorporations
mentioned and the positive performance of the activity of the companies that the Group is
now made up of.
As a result, operating profit rose 73% (up 12 % on aggregate figure of Acesa and Aurea for
2002), maintaining, and even improving slightly, the profit margin of the previous year.
The financial result reflects the effects of the incorporation of the Iberpistas Group midway
through 2002 as well as the companies involved in the merger with Aurea. Taking away these
effects, the result would have remained practically stable with respect to the previous year.
Profit from companies consolidated by equity accounting remained at the same level as the
previous year, although this is due to two factors: the incorporation of the companies under
the ownership of Aurea on one side, and the lower contribution from Autostrade on the other
side, as a result of the Public Takeover Offer made by the core shareholders, which has more
than doubled the shareholding in the company (increased to 8%).
43 Performance for the year
44
Annual report
The amortisation of the goodwill fund has increased significantly for two main reasons: in the
first place, the 2002 accounts only included amortisation of Iberpistas for six months and,
secondly, the impact of acquisitions and incorporations during the year (basically the acquisition
of 40% of Saba).
The impact of all these changes has seen profit from ordinary activities increase 69 %.
Extraordinary profits, obtained basically from the sale of the former head office of abertis,
helped the consolidated profit of the Group reach 355 million euros, a figure that represents
an 82% increase over the previous year (up 11.2 % over the aggregate total for Acesa and
Aurea).
Figures for the parent company abertis infraestructuras
Balance sheet
(million euros)
Assets
2003
2002
Liabilities
Parent Co.
Parent Co.
2003
2002
Net fixed assets
Intangible fixed assets
Tangible fixed assets
Investments
Deferred expenses
Current assets
4,778
6
15
4,757
3,233
1
12
3,220
9
14
588
203
Equity
Share capital
Share premium
Reserves
Profit
Interim dividend
3,069
1,576
580
704
329
(120)
Provisions for liabilities and expenses
41
Long-term creditors
Short-term creditors
1,369
896
2,010
1,037
116
753
183
(79)
42
606
792
Total assets
5,375
3,450
Total liabilities
5,375
3,450
The merger with Aurea has led to a significant increase in the balance sheet figures, with year
on year growth of 56%.
The position as parent company of the group is reflected in the assets, where investments
(portfolio of shareholdings) represents 88% of the total, and the liabilities side reflects the
financing of these shareholdings through a combination of equity (57 %) and debt (40%).
Of the increase in equity, 928 million corresponds to the increase in capital and the share
premium related to the merger.
Profit for the year of 329 million euros, has enabled an interim dividend of 120 million euros
to be paid (in accordance with the established dividend policy), with a final dividend to be
paid in 2004.
Profit and loss account
(million euros)
Operating income
Operating expenses
EBITDA
Depreciation and reversion fund
Operating profit
Financial result
Profit from ordinary activities
Extraordinary profit (loss)
Corporation tax
Profit for the year
Annual report
45
Parent Co.
2003
2002
18
(29)
(11)
(3)
(14)
332
318
(8)
19
329
226
(62)
164
(33)
131
107
238
(20)
(35)
183
The 2002 and 2003 profit and loss account for the parent company are not comparable due
to the merger already detailed, and because the 2002 accounts include six months of the
concessionary activity before the highway activity was transferred to the current Acesa.
As parent company of the combined shareholdings, the profit and loss account is primarily
concentrated in the financial result, which shows the dividends received from subsidiary and
associated companies as well as the financial expenses related to the structure of the liabilities.
The balance mainly corresponds to structural expenses as parent of the group.
The financial result totalled 332 million euros, enabling net profit to increase by 80% with
respect to 2002 to reach 329 million euros. This represents an 8.3 % increase compared to
the aggregate profit and loss account of Acesa and Aurea for 2002.
46
Annual report
4
Shareholders and stock market
4.1
Stoc k market conditions
4.2
Evolution of the share
4.3
Evolution of share capital - Increases
4.4
Dividend and shareholder yie ld
4.5
Shareholders
4.6
Sign ifican t shareholdin gs
4.7
Market information
4 Shareholders and stock market
48
Annual report
1 Stock market conditions
After three consecutive years of heavy losses on stock markets (a period in which our share
was one of the few positive exceptions), 2003 was finally a year of recovery.
The early months of the year were marked by the same doubts that had been hanging over
stock markets in the previous year: the weakness of the economy, which reduced business
profits, and the possibility of imminent war in Iraq at the time, dragging equity indexes down
to their lows in February and March.
From April, investors appeared to enter into a climate of less uncertainty, once the initial phase
of the Iraq conflict had passed, which led to rises on Wall Street and the main European
exchanges.
The good business results, supported by an environment of low interest rates (linked to the
improvement in macroeconomic indicators in the United States and to a lesser extent in
Europe) fed the recovery in the majority of international stock markets.
Within the euro zone, neither the weakness of the recovery in Germany, France or Italy,
nor the drop in the dollar and the resulting historical maximums for the euro, nor the
breaching of the Stability Pact, prevented 2003 from becoming the first year of gains
since 1999.
The better evolution of the Spanish economy with respect to other European countries, and
the resulting increase in investor confidence in the Spanish stock market, saw the Ibex 35
rise 28% in 2003, its best performance in the last five years.
This increase occurred in a climate of lower volatility and greater liquidity, size and presence
of the Spanish stock market amongst all the markets.
2 Evolution of the share
The ordinary shares of abertis rose 17% in 2003, after adjusting for the bonus issue.
In the early part of the year, the share prices of Acesa and Aurea were in a bullish period that
accentuated in the months of April and May, with the prospects of a merger between the
companies being finalised.
In June the exchange of Acesa shares for Aurea shares was made, with the shares in
Aurea becoming abertis shares, with trading under the new name commencing on the
2nd of the month.
The merger gave the company a new dimension, with greater visibility amongst the investment
community, greater weight in the stock market indexes and a better position for development
opportunities. This expectation saw the share price rise to annual and historical highs (adjusting
the price for capital increases).
In the second half of the year, the share price began to decline slightly to the last quarter, when
it received a new boost to reach 12.00 euros, recovering from the adjustment to the share price
related to the bonus share issue in October.
abertis ordinary shares - 2003
Annual report
49
The shares of abertis are listed on the four Spanish Stock Exchanges and traded on the
electronic interconnected market. The ordinary Class A shares are included in the Ibex 35 stock
index. They are also included in relevant international indexes, such as Standard & Poor's
Europe 350, the Eurotop 300 or the Dow Jones Stoxx Sustainability Index, which includes
leading European listed companies that are the most profitable in their sector of activity and
have adopted criteria of sustainability in the management of their growth.
Volume
Unadjusted price
Adjusted price
Close
(euros)
13
12.5
12
11.5
11
10.5
10
6,832
6,300
Volume
(thousand shares)
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
J
F
M
A
M
J
J
A
S
O
N
D
Comparison of the evolution of abertis and the main indexes
Evolution over 3 years (2001-2003)
(Base 31/12/00 = 100)
2000
abertis A
Adjusted close:
8.04
Variation last 3 years:
abertis A: +49 %
Ibex 35: –15 %
Eurotop 300: –38 %
2003
abertis A
Close:
11.99
160
150
140
130
120
110
100
90
80
70
60
50
40
31/12/2000
31/12/2001
31/12/2002
31/12/2003
abertis A (*)
abertis B (*)
Ibex 35
Eurotop 300
(*) Adjusted for increases in capital
50
Annual report
4 Shareholders and stock market
The 17% rise in the ordinary shares of abertis in 2003, together with those recorded in the
two previous years, represents an accumulated increase in these three years of 49%. For its
part, the Ibex 35 closed the 2003 year with a rise of 28% which, added to the movement
recorded in the two previous years, represents a decline over the last three years of 15%, as
shown in the graph.
Taking May 2002 as a reference, coinciding with the date when the main shareholders of Acesa and
Aurea announced their agreement to seek a merger of the two companies, the increase in the ordinary
share price of abertis was 25% at the close of 2003.
In the last 3 years, only four companies, including abertis, out of the 35 companies that make up
the Ibex index, recorded a positive annual change, whereas in 2003 all but one company closed with
rises for the year.
On the other hand, the performance of the privileged Class B shares are affected by their characteristics
(they have the right to a preference dividend based on the period they are held), which has meant
that since the shares were listed for trading on 29 July 2002, they have had low liquidity, low volumes
and have traded infrequently.
The market capitalisation of abertis at the end of 2003 was 6,296 million euros, of which 5,853
correspond to Class A shares and 443 to Class B shares. The increase in its market capitalisation
compared to 2002 is due to an increase in the number of shares, with shares issued in the Aurea share
swap, and the good performance of the share price.
3 Evolution of share capital - Increases
At 31 December 2003, the share capital of abertis was 1,576 million euros, represented by
525,220,358 bearer shares with a nominal value of 3 euros each, fully subscribed and paid
up, of which 488,183,992 are ordinary Class A shares and 37,036,366 are Class B preference
shares.
During 2003 there have been two increases in capital:
• May-June
As a result of the merger with Aurea, capital was increased by a nominal sum of 464
million euros by issuing 154,579,950 ordinary Class A shares, with a share premium of
464 million euros, used in the share swap of Aurea shares for Acesa shares at the rate of
93 Acesa shares for every 43 Aurea shares. The new shares had dividend rights from 1
January 2003.
• October
The General Meeting of 16 September approved an increase of capital to be charged
against reserves for a total of 75 million euros, by issuing and circulating 25,010,493
ordinary Class A shares, for all shareholders, whether Class A or Class B, with 1 new share
for every 20 shares held. Between October 10th and October 24th 61.7 million rights
were traded, with a maximum price of 0.58 euros and a minimum price of 0.56 euros. The
new shares were admitted for trading on 6 November, with dividend rights from 1 January
2003.
4 Dividend and shareholder yield
During the first six months, dividend payments were made by Acesa and Aurea, in accordance
with the terms established in the Merger Operation approved in December 2003.
Annual report
51
Thus, Acesa paid a final dividend for 2002 on 16 April of 0.223 euros gross per share and Aurea
paid a final dividend of 0.4823 euros gross per share on the same date and an extraordinary
dividend of 1 euro per share.
Following the merger, abertis paid an interim dividend for 2003 on 12 November of 0.229
euros gross per share. This amount, together with the final dividend to be paid in the first six
months of 2004, represents a total dividend of 0.452 euros gross per share, charged against
profits for 2003.
The amount set aside by abertis for dividends in 2003 totals 237.4 million euros. This amount
is 52 % more than the previous year, due to new shares issued for the share exchange made
in the merger with Aurea, and also include the 5% increase in the number of shares following
the increase for the bonus share issue.
The dividend yield is 3.8% with respect to the year end closing price; with this figure the
company continues to have one of the highest dividend yields amongst the main listed
companies in Spain.
5 Shareholders
During 2003, abertis has maintained its commitment to communication and transparency,
keeping an open dialogue with shareholders, investors and financial markets.
The company has a website www.abertis.com, to facilitate access to company information
with a complete section dedicated to investor relations.
In addition, abertis also has a Shareholder Telephone Service (902 30 10 15) to answer queries
and provide information to our shareholders.
The company also publishes the abertis magazine, which has become a source of information
for all those who want to know the latest news at abertis.
6 Significant shareholdings
The size of the holdings of the core group of shareholders in the company are provided in
the Corporate Governance Report which is included with this Annual Report.
7 Market information
Information for 2003:
Class A shares
Class B shares
Trading frequency
Trading days
Traded volume (No. shares)
Equivalent percentage of shares
Cash value of trades (million )
Market capitalisation (30/12/03) (million )
abertis share options
100%
250
257,902,032
53%
3,045.48
5,853.33
43,731
39%
98
144,130
0.4%
1.76
442.58
0
4 Shareholders and stock market
52
Annual report
Evolution of the last three years:
Ibex 35
Close
Year change
High/Low
Ibex Utilities
Close
Year change
High/Low
Eurotop 300
Close
Year change
High/Low
Class A shares
Close/Adjusted close (1)
Year change/
Adjusted year change (1)
High/Low
High/Low (adjusted) (1)
Weight in Ibex 35
Class B shares
Close/Adjusted close (1)
Year change/
Adjusted year change (1)(2)
High/Low
High/Low (adjusted) (1)
2003
2002
2001
7,737.2
28.2%
7,760.4
15,073.0
31.9%
15,217.0
957.9
11.8%
957.9
/
5,452.4
/
10,992.8
/
682.7
6,036.9
–28.1 %
8,554.7
11,429.2
–32.9 %
17,348.0
857.0
–32.2%
1,279.7
/
5,364.5
/
6,498.4
8,397.6
–7.8 %
10,132.0
17,033.5
–5.5 %
/
10,311.6
/
20,880.3 13,459.7
1,264.9
–17.5%
1,545.5
/
998.9
/
797.2
11.99
/
11.99
10.80
/
10.29
11.19
/
10.15
11.0%
12.90
12.29
2.14
11.95
–2.0%
14.00
13.41
/
/
/
/
/
/
/
/
16.6%
10.80
10.29
/
/
/
–3.5%
11.99
10.88
1.55
1.3%
10.28
9.32
/
/
/
20.2%
11.89
10.27
1.12
26.2%
9.26
8.40
11.95
12.19
/
11.67
2.4% –10.7%
13.65
11.05
12.48
10.58
/
/
/
–0.8%
11.77
10.76
(1) Adjustment for bonus share issues
(2) In 2002, the annual change in B shares is calculated against closing price on first day of issue (29/07/02).
Class A shares
Stock price ratios on consolidated figures
0.68
Earnings per share (EPS) (1)
0.68
Adjusted profit per share (1) (2)
0.45
Dividend per share (DPS)
0.45
Adjusted dividend per share (2)
PER (share price/EPS)
17.7
Adjusted PER
(adjusted price/EPS) (2)
Dividend yield
Pay out (DPS/EPS)
17.7
3.8%
67%
0.60
0.57
0.45
0.43
18.1
17.2
4.1%
76%
0.59
0.53
0.45
0.41
19.0
17.2
4.0%
77%
(1) Figure for 2002 only consider shares from the Takeover Offer share exchange for Iberpistas during six months
(2) Ajustment for bonus share issues.
www.abertis.com
5
Financial information
5.1 Cons olidated annual accounts
Co n s o l i d a t e d m a n a ge m e n t re p o r t
Auditor ’s repor t on cons olidated accounts
5.2 Parent company annual accounts
Pa re n t c o m p a ny m a n a ge m e n t re p o r t
Auditor ’s repor t on parent company accounts
5 1
Consolidated annual accounts and management report
of the abertis group for 2003
Consolidated balance sheet
at 31 December
(thousand euros)
54
Annual report
A S S E T S
Fixed assets
Start-up costs
Intangible fixed assets
Research and development expenses
Computer software
Administrative concessions
Goodwill
Studies and projects
Other
Amortisation
Tangible fixed assets
Highway investments
Land and natural resources
Buildings and other constructions
Machinery and vehicles
Installations, tooling and furniture
Other fixed assets
Other fixed assets under construction
Depreciation
Investments
Investments in subsidiaries consolidated by equity accounting
Loans to subsidiaries consolidated by equity accounting
Long-term securities portfolio
Long-term deposits and guarantees
Other credits
Provisions
Consolidation goodwill
Deferred expenses
Current assets
Inventories
Accounts receivable
Advance payments to creditors
Trade debtors
Debtors – Public Treasury compensation
Sundry debtors
Personnel
Public Treasury
Provisions
Short-term investments
Short-term share portfolio
Interest receivable
Other credits
Treasury
Cash
Banks and credit institutions
Prepayments and accrued income
Total assets
2003
7,684,184
7,654
254,193
6,495
34,140
54,960
209,775
1,101
18,965
(71,243)
6,622,253
6,085,044
13,676
385,273
212,882
659,574
39,284
46,907
(820,387)
800,084
593,123
0
48,642
4,497
188,195
(34,373)
908,943
631,848
459,684
7,096
278,148
230
108,976
95,827
48,013
518
33,499
(8,915)
141,060
14,547
177
126,336
26,293
3,029
23,264
7,087
2002
4,957,359
6,061
80,981
5,427
16,472
54,230
44,000
727
170
(40,045)
4,287,756
4,008,175
4,154
280,789
167,980
68,366
17,654
98,294
(357,656)
582,561
498,237
6,000
33,425
1,425
58,426
(14,952)
924,506
274,284
302,532
6,920
223,126
162
59,848
78,014
34,397
320
54,039
(3,654)
53,363
47,843
349
5,171
17,198
1,971
15,227
1,925
9,684,659
6,458,681
Annual report
55
L I A B I L I T I E S
Equity
Share capital
Share premium
Reserves of parent company
Revaluation reserves
Legal reserve RD 1564/1989
Voluntary reserve
Reserves in fully consolidated companies
Reserves in companies consolidated by equity accounting
Exchange differences
Profit and loss attributed to parent company
Consolidated profits
Profits due to minority interests
Interim dividend paid during year
Minority interests
Negative consolidation differences
Deferred income
Provisions for liabilities and expenses
Reversion fund
Other provisions
Long-term creditors
Bond issues
Loans with credit entities
Disbursement pending on shares in group companies
Other creditors
Short-term creditors
Bond issues
Loans with credit entities
Loans
Interest on loans
Loans with companies consolidated by equity accounting
Trade creditors
Trade creditors
Other creditors
Other non-trade credits
Public Treasury
Accrued payroll expenses
Other debts
Deposits and guarantees received
Accrued expenses
Total liabilities
2003
3,107,354
1,575,661
579,690
896,422
479,495
158,668
258,259
(24,356)
10,200
(165,194)
355,206
355,369
(163)
(120,275)
27,844
40,889
95,573
2,285,414
2,213,112
72,302
2,639,501
656,428
1,846,714
3,353
133,006
1,488,084
12,568
1,118,216
1,107,459
10,757
0
182,258
118,410
63,848
172,730
95,229
12,206
59,001
6,294
2,312
2002
2,033,390
1,036,890
115,553
739,403
554,526
140,387
44,490
25,152
5,047
(4,983)
195,329
191,511
3,818
(79,001)
89,576
22,487
23,862
1,386,685
1,318,029
68,656
1,607,351
60,000
1,443,541
55,598
48,212
1,295,330
553
1,037,263
1,017,437
19,826
22,447
160,239
140,851
19,388
74,180
43,777
7,792
16,319
6,292
648
9,684,659
6,458,681
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
Consolidated profit and loss account
at 31 December
(thousand euros)
56
Annual report
Expenses
Personnel expenses
Salaries and wages
Social security
Pension fund and other personnel-related liabilities
Amortisation and depreciation of fixed assets
Movement in trading provisions
Other operating expenses
External services
Taxes
Charge to reversion fund
Total operating expenses
Operating profit
Financial costs and related expenses
Total financial expenses
2003
176,174
141,860
33,023
1,291
86,098
2,369
323,260
177,316
13,326
132,618
2002
130,493
102,784
27,097
612
60,579
2,214
198,405
115,783
10,174
72,448
587,901
391,691
695,248
159,137
159,137
402,354
103,046
103,046
Amortisation of consolidation goodwill
36,795
19,964
Profit on ordinary activities
Losses on disposal of fixed assets and extraordinary expenses
537,808
20,006
318,884
48,007
Extraordinary profits
Consolidated profit before tax
Corporation tax
Consolidated profit for the year
Due to minority interests
Profit due to parent company
4,028
-
541,836
186,467
289,886
98,375
355,369
163
191,511
(3,818)
355,206
195,329
Income
Operating revenue
Toll income
Discounts and rebates on toll income
Provision of services
Annual report
57
2003
1,226,299
1,075,176
(32,669)
183,792
2002
761,583
645,441
(26,400)
142,542
Work done by the company on fixed assets
1,346
3,976
Other operating income
Sundry income and other management income
55,504
55,504
28,486
28,486
Total operating income
1,283,149
794,045
Other interests and related income
Total financial income
7,688
9,091
7,688
9,091
Negative financial result
Shere in profit and loss of companies consolidated by equity accounting
Reversion of negative consolidation differences
151,449
29,904
900
93,955
29,569
880
Profits from disposal of fixed assets and extraordinary income
24,034
19,009
Extraordinary loss
-
28,998
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
ABERTIS INFRAESTRUCTURAS, S.A.
NOTES TO THE ANNUAL CONSOLIDATED ACCOUNTS FOR 2003
58
Annual report
NOTE 1. ACTIVITY
a) Activity
ABERTIS INFRAESTRUCTURAS, S.A. (hereinafter abertis or the Company) was incorporated
in Barcelona on 24 February 1967. On 30 May 2003 (date of registering the merger deed
indicated in section b) of this note) the company changed its name from ACESA
INFRAESTRUCTURAS, S.A. to its current name. The registered office of the Company is
Avenida del Parc Logístic, nº 12-20, Barcelona.
abertis is the parent company of a group dedicated to the management of infrastructures
serving mobility and communications operating in four sectors of activity: highway
concessions, car parks, logistic services, and telecommunications.
Its business purpose is the construction, maintenance and operation of highways under
concession; the management of highway concessions in Spain and internationally; the
construction of roads; the complementary activities to construction, maintenance and
operation of highways such as service stations, integrated logistics and/or transport centres
and/or car parks, as well as any other activity related with transport infrastructures and
communication and/or telecommunications serving mobility and the transport of people,
goods and information, with the necessary authorisation, should it be required.
The Company can develop its business purpose, especially the concessionary activity, directly
or indirectly through its shareholding in other companies, being subject, in this respect, to
the legal dispositions in force at the time.
b) Merger
On 8 April 2003, the extraordinary general meetings of shareholders of ACESA Infraestructuras,
S.A. and AUREA, Concesiones de Infraestructuras, S.A. (AUREA) approved the merger of
both companies by absorption, where the former company was to absorb the latter company,
effective for accounting purposes from 1 January 2003, the date from which it is understood
that AUREA operations were conducted on account of the Company.
The merger was effected through an exchange of AUREA shares for abertis shares
(at the rate of 43 shares in the former for 93 shares in the latter). To cover this share
exchange the Company increased capital as detailed in note 11.
The merger project approved by the respective general meetings of shareholders established
that the difference between the nominal value of the new shares issued by the Company
and the adjusted book value of AUREA will be treated as a premium on issue (see note 11).
The audited balance sheet of the AUREA company accounts at 31 December 2002 that
was included in the Company is as follows:
Assets
Net fixed assets
Start-up costs
Intangible fixed assets
Tangible fixed assets
Investments
Current assets
Liabilities
Equity
Provisions for risks and expenses
Long-term creditors
Short-term creditors
Thousand euros
Annual report
59
105
5,294
11,236
1,407,852
1,424,487
43,649
1,468,136
Thousand euros
(*)
1,033,820
6,512
346,839
80,965
1,468,136
(*) Prior to incorporating the value of this company’s patrimony in the accounts of abertis, dividends from Aurea
totalling 105,943 thousand euros were paid out.
In the tables and movements shown in this annual report, the column “Incorporation due to
merger” reflects the consolidated balances included as at 1 January 2003.
NOTE 2. BASIS OF PRESENTATION AND CONSOLIDATION
The consolidated annual accounts represent the consolidation of the parent company, abertis,
and the subsidiary and associated companies detailed in the Annex.
a) True and fair view
The consolidated annual accounts have been prepared by the administrators of abertis
with the objective of providing a true and fair view of its equity, the financial situation and
the consolidated profit and loss account for the year ended 31 December 2003, based on
the accounting records, both of abertis and its subsidiary companies, in accordance with
the Rules for the Preparation of Consolidated Annual Accounts approved by Royal Decree
1815/91, dated 20 December 1991, and following the General Accounting Plan and the
rules for the adaptation of the General Accounting Plan for highways, tunnels and other
toll routes applicable to highway concessionary companies.
All the companies in the consolidated group work to a financial year end at 31 December.
60
Annual report
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
The necessary adjustments and reclassifications have been made to standardise accounting
policies in those cases where there are significant differences with respect to the parent
company to obtain a true and fair representation of the Group; the companies consolidated
by equity accounting have been standardised, provided the necessary information was
available. All the balances and significant transactions between consolidated companies
have been eliminated in the consolidation process.
b) Comparison of information
The annual accounts for 2003 are not comparable with the 2002 accounts for the following
reasons:
• The 2003 accounts reflect greater activity arising from the merger noted in 1b).
• In the 2003 accounts the Iberpistas group is fully consolidated for the full year (in 2002,
consolidated from June).
c) Accounting principles of consolidation
The consolidation methods applied to obtain the consolidated annual accounts are as
follows:
• Fully consolidated: Used for those companies where abertis holds a majority position
of more than 50% of the share capital or voting rights, or maintains control over
management and administration, and which represent a significant interest with respect
to presenting a true and fair view of the consolidated accounts.
The value of the share of minority shareholders in the capital and profit and loss account
of fully consolidated subsidiary companies are included under “Minority interests in the
liabilities of the consolidated balance sheet”, and “Profits attributed to minority interests
in the consolidated profit and loss account”, respectively.
• Proportional consolidation: Used for those companies where there is joint management
(multi-group companies).
• Consolidated by equity accounting: Used for those companies in which the direct or
indirect shareholding is greater than 20% (3% if publicly listed) and less than 50% of
the share capital; those companies where the holding is less than 20% but there is a
significant influence in the management; and those companies where the holding is 50%
or more, but the interest is not significant with respect to presenting a true and fair view
of the consolidated accounts.
d) Variations in the consolidation perimeter
The most significant variations in the consolidation perimeter and the companies that
make it up during 2003 were as follows:
• As consequence of the merger with Aurea the following companies were incorporated:
Annual report
61
Fully consolidated:
Autopistas Aumar, S.A.U.C.E. (Aumar) (100%)
Compañía de Desarrollo Aeropuerto El Dorado, S.A. (Codad) (85%)
Equity accounting:
Aurea Limited (Aurea Ltd) (100%)
Gestión Integral de Concesiones, S.A. (Gicsa) (100%)
Autopistas de León, S.A.C.E. (Aulesa) (79.2%) (*)
Autopistas de Puerto Rico, S.A. (APR) (75%) (*)
Autopista Trados-45, S.A. (Trados 45) (50%)
Autopistas del Sol, S.A. (Ausol) (45.16%)
Concesionaria Vial de los Andes, S.A. (Coviandes) (39.04%)
Pt Operational Services Limited (PTY) (33.3%)
Road Management Group Limited (RMG) (25%)
Concesiones de Madrid, S.A. (Concema) (25%)
Infraestructuras y Radiales, S.A. (Irasa) (increase of 15%)
Erredosa Infraestructuras, S.A. (Erredosa) (increase of 15%)
Autopista del Henares, S.A.C.E. (Henarsa) (increase of 15%)
(*) fully consolidated during the first nine months of the financial year
• The following companies cease to be fully consolidated and are now consolidated by
equity accounting given that they have little relevance to the consolidated figures of
abertis: serviabertis, Proconex and Iberpistas Chile.
• In March 2003, the shareholding that abertis had in Grupo Concesionario del Oeste
–Gco– (48.6%) was transferred to Autopistas Concesionaria Española, S.A (Acesa).
• Merger of Aucat with Holdaucat with effect from 1 January 2003 for accounting purposes.
• During the year abertis increased its indirect shareholding in the Italian concessionaire
Autostrade, S.p.A. from 3.85% to 7.98%, without any additional direct funding, as a
result of the Public Takeover Offer presented by the company NewCo28 (100% owned
by Schemaventotto, S.p.A.) for Autostrade, S.p.A. and the subsequent merger of these
two companies.
• Following the amortisation of the portfolio of shares proceeding from the compulsory
Public Takeover Offer of Iberpistas in June 2003, abertis owned 99.8% of the shares.
• Increase of the shareholding in Saba after buying an additional 39.91 % in April
2003. With this purchase abertis owned 99.24 % of the shares, taking into account
the effect of the amortisation of the portfolio of shares proceeding from the
compulsory Public Takeover Offer.
• Saba acquired 50% of Spel to gain 100% control of the company. As a result of this
acquisition, Spel is fully consolidated from 1 January 2003, having previously being
consolidated by equity accounting.
15 Cons olidated annual accounts and management repor t
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Annual report
• In 2003 it was agreed to dissolve Iniciativa de Serveis de Salou, S.A. with complete cession
of universal title of its assets and liabilities in favour of Parbla, 100% owned by Saba.
• Given the relative importance of the logistic activity in the group, abertis logística is
now fully consolidated and its subsidiary companies Areamed and Parc Logístic de la
Zona Franca, by proportional integration. These companies were previously consolidated
by equity accounting.
• Incorporation of Sevisur Logística, S.A (fully consolidated) and Araba Logística, S.A. (equity
accounting) in which abertis logística holds 60.03% and 39.5% respectively.
• abertis telecom has increased its shareholding in Tradia to 100% after buying the 5%
outstanding in September 2003.
• Acquisition at the end of 2003, by abertis telecom, of 100 % of the company
Retevisión I, S.A.U. (fully consolidated) and inclusion of the associated company Torre
de Collserola (36% under equity accounting). The accounting consolidation is effective
from 31 December 2003, being included in the balance sheet on that date, without
any impact on the profit and loss account for the year.
NOTE 3. ACCOUNTING POLICIES
The most significant accounting policies applied in the preparation of these consolidated
annual accounts are as follows:
a) Consolidation goodwill
Corresponds to the difference between cost and book value of parent company share
holdings in subsidiary companies on the date of first consolidation, or the amount of latent
capital gains on acquisition, when applicable.
Goodwill is amortised systematically over a period of twenty years, or, in the case of toll highways
and other concessions, over the maximum remaining period of the life of the concession, given
that this period is a better match for generating the required resources for recovery.
b) Negative differences on first consolidation
In the case of shares whose purchase price at the time of acquisition was below the book
value of the investment, this difference is treated as a negative difference on first consolidation,
being applied over the useful life of the assets of the company where the difference arises.
c) Conversion of financial statements in foreign currencies for foreign companies
The financial statements prepared in foreign currencies corresponding to subsidiary companies
in countries outside of the euro zone are converted to euros using the exchange rate at
close:
• Capital and reserves are converted at the historical exchange rates.
Annual report
63
• Entries in the profit and loss account are converted applying the average exchange rate
for the period.
• The other entries in the balance sheet have been converted at the exchange rate at close.
The differences arising from this conversion are shown separately in the movements of
the distinct balance sheet items detailed in the notes to these annual accounts.
After applying this procedure, exchange differences are shown in the accounts as “Exchange
differences” under equity in the consolidated balance sheet, except in the case of Gco, due
to the existing exchange rate hedge. The exchange rate differences resulting on conversion
with respect to this company (having deducted the part corresponding to minority interests)
is shown directly as an amount to be recovered under “Financial investments - Other
credits” (46,347 thousand euros) as there is an exchange rate hedge (see note 21 d).
d) Start-up costs
Corresponds to expenses incurred on incorporation, establishment and share capital increases,
which are amortised using the straight line method over a maximum period of five years.
e) Intangible fixed assets
The items included in intangible fixed assets are valued at acquisition price or their cost
of production and amortised as follows:
• Goodwill. Amortised on a straight line basis over a period of 20 years, given that this is
the period over which the investment is expected to be recovered.
• Administrative concessions. Correspond to the amounts paid to obtain the right to operate
some car parks and they are amortised over the concession period.
• Other amounts are amortised on a straight line basis over a maximum period of five
years.
Nevertheless, the balance pending amortisation will be carried to profit and loss account
in the event that the asset is found to be obsolete.
f) Tangible fixed assets
Tangible fixed assets are valued at acquisition cost, revalued in accordance with various
legal measures.
Personnel costs and other expenses, as well as financing costs directly imputable to highway
investments, are capitalised as part of the investment until entry into operation.
Costs of refurbishment, enlargement or improving tangible fixed assets are capitalised only
when they increase capacity, productivity or extend the useful life of the asset, provided
that it is possible to know or estimate the net book value of the assets which are removed
from the list, having been replaced.
15 Cons olidated annual accounts and management repor t
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Annual report
The costs of repair and maintenance are charged to the profit and loss account in the year
in which they are incurred.
The amortisation of tangible fixed assets is calculated systematically using the straight line
method, based on the estimated useful life of the assets, taking into consideration wear
and tear derived from normal use.
Of the combined investments represented by highway investments, the major part is
amortised through allocation to the reversion fund, where technically only the installations
and other works of replacement are amortised according to their estimated useful life.
The depreciation rates used to calculate the decline in value of the fixed assets are as
follows:
Buildings and other constructions
Machinery
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Tollgate machinery
Highway investments
g) Financial assets and investments
Rate
2 - 16%
6 - 30%
7 - 37.5%
7 - 20%
10 - 25%
20 - 37.5%
3 - 30%
5.6 - 12%
2 - 20%
Investments in companies consolidated by equity accounting are stated at book value as
shown in their annual accounts at 31 December.
Other financial investments are valued at acquisition price, or market price if the value has
declined.
h) Deferred expenses
This entry includes:
• Financial expenses incurred in financing the investment in highways which, in accordance
with the rules applicable to the sector, are recorded against profit and loss account based
on the proportion of total toll income projected in the companies financial plans.
• Leases paid in advance that are charged to the profit and loss account over the life of
the respective contracts.
• Expenses derived from hedging operations that are recorded monthly over the period
that the operation is in place (see note 21. d).
• Expenses incurred in raising loans which are amortised on a straight line basis over the
loan period.
i) Inventories
Annual report
65
Inventories consist primarily of spare parts for fixed assets and are valued at cost, calculated
using the average weighted price method, making the necessary valuation adjustments and
raising the corresponding provisions.
j) Minority interests
This account reflects the interest of minority shareholders in the net book value of fully
consolidated companies at 31 December. The interests of the minority shareholders in
results of the year from fully consolidated companies is shown as “Results attributed to
Minority interests”.
k) Reversion fund
The reversion fund of the Group companies is generated annually throughout the concession
period for assets subject to reversion, by means of regular charges to the profit and loss
account until the fund totals the net book value of the assets to be reverted plus the
estimated costs to be incurred in order to hand these over in suitable condition for use,
as provided for under the terms of the concession agreement.
In the case of the Spanish concessionary companies, the allocation to the reversion fund is
calculated on the basis of real toll income each year compared with the projected total in
the respective Financial Plan until the end of the concession, in accordance with the terms
of adaptation of the General Accounting Plan.
l) Other provisions
Pursuant to the prudence principle, the Group companies register the provisions which they
consider necessary in relation to the inherent risks in the business which could affect them.
m) Deferred income
This entry includes:
• Capital grants that are recorded when the requirements for their payment are met, which
are recognised in the profit and loss account from when they are paid and allocated over
the estimated useful life of the assets financed.
• Compensation from the Administration for works done by Aumar that are recognised in
the profit and loss account in proportion to projected toll income until the end of the
concession.
• Income for the cession of the use of assets under concession (parking spaces, fibre optic
cabling) that are recognised in the profit and loss account on a straight line basis over
the life of the concession.
15 Cons olidated annual accounts and management repor t
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Annual report
n) Commitments for pensions and other personnel related liabilities
abertis, Acesa, Aumar and Retevisión externalise through an insurance policy the current
value of its future payment obligations to employees in respect of certain retirement
payments and other obligations.
o) Trade and non-trade debtors and creditors
The debits and credits incurred in operations, whether or not produced in the ordinary
course of business, are recorded at nominal value, making the necessary valuation adjustments
to cover bad debt provisions. Amounts due within one year of balance date are classified
as short-term and amounts due after this date are considered long-term.
p) Corporation tax
The consolidated profit and loss account for the year reflects the corporation tax expense
on fully consolidated companies. Its calculation includes tax accrued during the year, the
effect of timing differences between the tax assessment base and book profit, as well as
tax credits and deductions due to Group companies.
abertis pays tax on a consolidated basis, together with those subsidiaries that meet the
requirements established in current legislation (see note 17).
q) Foreign exchange differences
Transactions in currencies other than the euro are recorded at the exchange rate on the
transaction date. Exchange rate differences generated at the close of the financial year on
current transactions are recorded as a loss in the profit and loss account, if negative, or
deferred till maturity in the case of profits.
r) Accounting for income and expenses
Income and expenses are recorded on the accruals basis, that is, when the real transfer of
goods and services takes place, irrespective of when the corresponding financial transaction
occurs.
s) Actions affecting the environment
Annually amounts destined to meeting legal requirements related to the environment are
recorded either as an expense or an investment, depending on their nature. The amounts
recorded as investments are amortised over their useful life.
No allocation has been made for liabilities or expenses of an environmental natural, given
that there are no contingencies related with the protection of the environment.
NOTE 4. INTANGIBLE FIXED ASSETS
Annual report
67
The amounts and changes in 2003 in the intangible fixed asset accounts are as follows:
Balance
31.12.02
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
Transfer Exchange
difference
Balance
31.12.03
R+D expenses
5,427
-
-
1,673
(605)
Computer
applications
Administrative
concessions
Goodwill
fund
Studies and
projects
Other
Total
16,472
800
14,067
2,860
(56)
54,230
-
323
426
(19)
44,000
7,823
-
2
(1,501)
159,451
727
170
-
3
306
18,461
231
331
(163)
-
-
-
-
-
-
-
6,495
(3)
34,140
-
-
-
-
54,960
209,775
1,101
18,965
121,026
8,626
33,157
5,523
(2,344) 159,451
(3)
325,436
The initial goodwill fund of 44,000 thousand euros comes from the company Tradia.
As a consequence of the take-over merger in 2003 of the companies Aucat and Holdaucat,
the goodwill carried under Consolidation goodwill (see note 7) has been transferred to Intangible
fixed assets.
The changes in accumulated amortisation during the year were:
Balance
31.12.02
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
Transfer Exchange
difference
Balance
31.12.03
R+D expenses
2,004
-
-
970
99
Computer
applications
Administrative
concessions
Goodwill
fund
Studies and
projects
Others
Total
8,098
217
5,432
5,189
(108)
23,889
-
6,053
2,537
16
-
2,793
(4,190)
10,524
-
-
1
-
1
165
5,907
106
1,647
(55)
(50)
40,045
2,755
11,520
21,229
(4,304)
-
-
-
-
-
-
-
-
3,073
(2)
18,826
-
-
-
-
22,508
19,114
216
7,506
(2)
71,243
15 Cons olidated annual accounts and management repor t
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68
Annual report
NOTE 5. TANGIBLE FIXED ASSETS
The amounts and changes during 2003 in the tangible fixed assets were as follows:
Balance
31.12.02
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
Transfer Exchange
difference
Balance
31.12.03
Highway
investment
Tollgate
machinery
Land and
natural resources
3,947,557
1,884,450
3,464
74,993
(1,654)
121,834 (13,858) 6,016,786
60,618
-
-
7,557
-
4,154
2,355
7,130
55
(18)
83
-
-
-
68,258
13,676
Buildings and other
constructions
280,789
5,052
135,068
4,653
(6,959)
(33,330)
- 385,273
Other
fixed assets
254,000
11,826
630,218
23,366 (16,364)
8,802
(108) 911,740
Other fixed assets
under construction 98,294
15,821
26,972
42,516
(27) (136,522)
(147)
46,907
Total
4,645,412 1,919,504
802,852
153,140 (25,022)
(39,133)
(14,113) 7,442,640
The changes in accumulated depreciation for the year were:
Balance
31.12.02
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
Transfer Exchange
difference
Balance
31.12.03
Highway
investment
Tollgate
machinery
Buildings and other
constructions
136,244
18,026
358
18,476
38,343
-
-
9,647
-
-
(49)
36
173,091
-
-
47,990
62,301
754
39,926
9,217
(1,783)
(14,838)
(1)
95,576
Other
fixed assets
Provision
fixed assets
120,722
5,800
363,562
22,056
(8,327)
(37)
(46) 503,730
46
-
-
-
(132)
86
-
-
Total
357,656
24,580
403,846
59,396 (10,242) (14,838)
(11) 820,387
The most significant reductions recorded in “Buildings and other constructions” and “Other
fixed assets” correspond to the sale of the former head office of abertis.
Amongst the transfers in “Buildings and other constructions” the tacit capital gains made
in the purchase of Saba are eliminated, having been recorded in this account at a gross
amount of 39,133 thousand euros with an accumulated depreciation of 14,838 thousand
(see note 7) and they have been transferred at the higher value to the consolidation goodwill
fund.
Investments in fixed assets outside of Spain rose to 222,837 thousand euros (254,111 thousand
euros gross less 31,274 thousand euros recorded as depreciation).
Annual report
69
Included under fixed assets are revertible assets of 6,623 million euros under the terms of the
concession agreement in each case, principally highway investments, including revaluations
and adjustments of 3,212 million euros.
The majority of the buildings and other constructions are linked to the administrative
concessions conceded by distinct public corporations, which must revert to them at the end
of the concession period.
The following assets are fully depreciated:
Highway investment
Tollgate machinery
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Total gross book value
Amount
14,038
24,374
2,615
50,714
2,196
228,382
3,079
8,987
2,759
337,144
It is the policy of Group companies to contract all the insurance policies considered necessary
to cover any possible risks that could affect tangible fixed assets, with the exception of the
buildings and installations of the service stations, where the concessionary is responsible for
insurance. The Group companies have also taken out the necessary civil liability insurance
policies covering their activities in general.
15 Cons olidated annual accounts and management repor t
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70
Annual report
NOTE 6. INVESTMENTS
The amount and changes in investments were:
Balance
31.12.02
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
Transfer Exchange
difference
Balance
31.12.03
Holdings
consolidated by
equity accounting
498,237
84,459
883
33,799
(18,201)
(6,054)
593,123
Loans to
companies consolidated
by equity accounting
Long-term share
portfolio
6,000
-
-
-
(6,000)
-
-
33,425
7,632
6,816
957
(171)
(17)
48,642
Long-term
deposits and
guarantees
Other credits
Provisions
1,425
58,426
209
1,224
7,571
122,480
2,175
1,018
(536)
(1,300)
(14,952)
(3,576)
-
(15,978)
133
-
-
-
4,497
188,195
(34,373)
Total
582,561
96,295
131,403
21,971
(26,075)
(6,071) 800,084
The changes and breakdown of the companies consolidated by equity accounting were:
Annual report
71
Balance
31.12.02
Incorporation Change in
perimeter
due to merger
Increases
Result Dividend/ Exchange
for year Decrease difference
Balance
31.12.03
Acesa Italia
182,511
Brisa
129,286
Túnel del Cadí
41,587
Iberacesa
39,696
Aulesa
Aurea Limited
Elqui
Coviandes
Trados 45
Autema
Cilsa
Irasa
Concema
Henarsa
-
-
20,572
-
-
19,721
-
-
-
4,628
Torre de Collserola
P. Autop. Chile Ltda.
Arasur
PTY
Gicsa
Ibermadrid
Proconex
SGPS
serviabertis
Adesal
-
-
-
-
-
347
-
50
-
3
abertis logística 56,816
3,020
-
Spel
APR
Total
(85)
200
22,281
-
-
-
-
-
-
-
-
-
36,554
31,487
-
20,414
16,835
-
-
10,188
5,240
-
-
-
-
102
193
-
-
-
-
-
-
-
-
-
-
-
-
-
13,074
-
-
-
4,426
3,498
1,185
-
-
-
398
-
226
-
(56,816)
(3,020)
1,358
-
-
-
5
-
-
-
-
-
-
-
656
2,625
609
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,188)
15,000 (13,206)
810
(151)
(208)
3,388
1,594
3,070
3,210
-
-
-
-
-
-
1,529
(2,350)
314
103
801
-
-
177
(21)
385
270
6
-
-
-
-
-
-
-
-
-
-
1,204
(1,372)
-
(219)
-
-
-
(1,358)
-
-
-
-
-
-
- 181,323
- 131,080
-
-
-
42,397
39,550
36,346
(2,481)
32,394
(2,449)
21,035
-
-
-
-
-
-
-
(1,337)
-
13
-
-
-
-
-
-
-
-
-
20,045
18,900
13,388
10,947
8,666
5,237
4,426
2,338
1,164
500
463
353
230
50
7
3
-
-
-
498,237
84,459
883
3,895
29,904 (18,201)
(6,054) 593,123
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
72
Annual report
The consolidated subgroup of abertis logística has changed from being consolidated by equity
accounting to be fully consolidated, separating in this way the shareholding consolidated
under equity accounting in Cilsa. During 2003, Abertis Logística, S.A. incorporated the company
Arasur (39.5%) which is consolidated by equity accounting.
During 2003 Saba acquired the 50% outstanding of Spel, so the company has changed from
being consolidated by equity accounting to being fully consolidated.
The long-term share portfolio is basically comprised of the shareholding in Xfera Móviles, S.A.
of 28,727 thousand euros which is 100% provisioned and the shareholdings in Terra Mítica
and Port Aventura.
Under “Other credits”, in addition to the balance of 46,347 thousand euros to recover from
the hedge mentioned in note 3. c), the sum of 122 million euros from Retevisión is included,
which corresponds to the tax credit arising from losses and timing differences (see note 17).
NOTE 7. CONSOLIDATION GOODWILL
The movement during the year in consolidation goodwill was as follows:
Balance
31.12.02
Incorporation
due to merger
Increase
Amortisation
Transfer
Iberpistas Group
Brisa
Saba Group
Gco
Trados 45
Aucat
Autema
Concema
Cilsa
Tradia
Aulesa
Codad
Coviandes
APR
Total
444,785
182,766
3,295
72,948
-
-
-
-
-
31,036
188,656
26,970
-
-
5,086
-
-
-
-
-
-
14,110
-
-
6,277
4,099
157
4,232
82,438
12,554
1,485
(16,657)
(6,092)
(4,697)
(653)
(1,164)
-
-
-
-
(811)
(159,451)
(817)
(473)
(438)
(306)
(118)
(321)
(16)
(4,232)
-
-
-
-
-
-
-
-
24,295
105,331
Balance
31.12.03
428,128
176,674
72,295
29,872
28,394
26,153
13,637
12,116
6,265
6,159
3,778
141
-
924,506
59,911
96,477
(36,795)
(135,156)
908,943
The additions to the consolidation goodwill are due to acquisitions or changes in the
consolidation method detailed in note 2d).
Annual report
73
The goodwill fund of Aucat has been transferred to intangible fixed assets following the merger
with Holdaucat (see note 4). Similarly, the tacit capital gains of Saba recorded under “Buildings
and other constructions” have been transferred to the consolidation goodwill, for a net amount
of 24,295 thousand euros (see note 5).
The possible effect of the exchange rate risk on the goodwill of Gco is covered by the exchange
rate hedges detailed in note 21 d).
NOTE 8. DEFERRED EXPENSES
The movement in deferred expenses during the year was as follows:
Expenses
in raising
finance
Deferred expenses
of financing
highways
Other deferred
expenses
Balance
31.12.02
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
Exchange
difference
Balance
31.12.03
7,208
4,263
104
-
(1,398)
-
10,177
215,535
321,069
-
28,533
(15,496)
(7,073)
542,568
51,541
1,555
36,153
730
(10,649)
(227)
79,103
Total
274,284
326,887
36,257
29,263 (27,543)
(7,300)
631,848
The deferred financial expenses correspond to the companies Aumar, Avasa, Aucat and Codad.
“Other deferred expenses” include expenses incurred for the construction of new buildings
and for carrying out works to adapt the land and buildings owned by the Consorci de la Zona
Franca de Barcelona which are to be operated by Parc Logístic de la Zona Franca (34,215
thousand euros), the anticipated lease of part of the infrastructures of Tradia (19,069 thousand
euros), the counterpart of the Acesa debt pending to the Ministry of Works which is being off-
set by discounts payable by the Ministry (14,589 thousand euros) and the expenses derived
from the hedging operations in the acquisition of 48.6% of Gco (see note 21 d) for an amount
of 9,173 thousand euros.
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
74
Annual report
NOTE 9. ACCOUNTS RECEIVABLE
The breakdown of this account by types of activity is as follows:
Highways
Car Parks
Telecommunications
Logistics
Airports
Total
Amount
163,241
21,164
88,546
1,059
4,138
278,148
NOTE 10. SHORT-TERM INVESTMENTS
The average yield from deposits held by group companies during 2003 was 2.3% per annum.
“Other credits” include 123 million euros from Retevisión that corresponds to deposits in two
financial entities with the sole and irrevocable purpose of paying back the anticipated
amortisation of certain loans.
NOTE 11. EQUITY
Annual report
75
The breakdown and movement in equity in the year ended 31 December 2003 was as follows:
Balance
31.12.02
Distribution
of results
Incorporations
due to merger
Increase
in capital
Other
Profit for
the year movements
Balance
31.12.03
Share
capital
Share
premium
1,036,890
115,553
Parent company
reserves
Revaluation
reserve
RDL 7/1996
554,526
-
-
-
463,740
75,031
464,137
-
(75,031)
Legal reserve
140,387
18,281
-
Distributable
reserves
Reserves in fully
consolidated
companies
44,490
54,136
153,864
25,152
(40,438)
9,994
Reserves
in companies
consolidated by
equity accounting 5,047
7,274
(3,130)
Conversion
differences
Profit
for year
Interim
dividend
(4,983)
-
(149,645)
195,329
(195,329)
(79,001)
79,001
-
-
Total
2,033,390
(77,075)
938,960
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,575,661
-
579,690
-
-
479,495
158,668
5,769
258,259
(19,064)
(24,356)
1,009
10,200
(10,566)
(165,194)
355,206
-
355,206
-
(120,275)
(120,275)
355,206
(143,127) 3,107,354
The amount “Other movements” under “Reserves in fully consolidated companies” corresponds,
in part, to the amortisation of own shares of Iberpistas acquired through the compulsory
Public Takeover Offer carried out in 2003 (approximately 10 million euros).
a) Share capital
The share capital of abertis is made up of 525,220,358 shares with a nominal value of 3
euros each, being those entered in the share register. The shares are fully subscribed and
paid-up, of which 488,183,992 are class A shares and acciones 37,036,366 are class B
preference shares that, in addition to having the same rights as the ordinary shares, have
the right to a preferential dividend that will be paid once to holders of said shares in 2007.
The maximum amount of the preferential dividend on each preference share will be the
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
76
Annual report
difference at the time between the reference price of 14.87 euros per share and the weighted
average price of the ordinary abertis shares in the quarter prior to the due date, with a
maximum payment of 4.25 euros per share.
At 31 December 2003 the most significant shareholdings were as follows:
Caixa d’Estalvis i Pensions de Barcelona (”la Caixa”) (1)
ACS, Actividades de Construcción y Servicios, S.A. (2)
Caixa d’Estalvis de Catalunya
Sitreba, S.L. (3)
21.05 %
11.82 %
5.69 %
5.50 %
44.06%
(1) Shareholding through the companies Caixa Barcelona Vida, S.A., Seguros y Reaseguros (11.84%),
VidaCaixa, S.A. de Seguros y Reaseguros (0.50%), Inversiones Autopistas, S.L. (7.75%) and CaixaHolding,
S.A. (0.95%).
(2) Shareholding through Dragados Concesiones Infraestructuras (4.33%) and the rest by Inversora de
Infraestructuras, S.A.
(3) Sitreba, S.L. is a company owned by Unicaja (34.38%), Cartera Participaciones Empresariales, S.L. (33.71
%), Banco de Valencia, S.A. (27.27%) and Caja de Ahorros del Mediterráneo (4.64%).
All the shares of the Company are listed on the stock exchanges of Barcelona, Bilbao, Madrid
and Valencia, being traded on the SIBE (electronic trading system) and form part of its Ibex
35 and Ibex Utilities indexes. At the same time, options on the shares of the company are
traded on the options market of MEFF Renta Variable (Spanish Equities Futures Exchange).
The Company’s Annual General Meeting on 8 April 2003 agreed to pay a final dividend for
2002 of 0.223 euros gross per share, representing the sum of 77,075 thousand euros. The
general meeting also approved an increase in capital of a nominal amount of 463,740
thousand euros, by issuing 154,579,950 shares to cover the share exchange agreed in the
merger with AUREA (see note 1 b). The share premium totalled 464,137 thousand euros.
By agreement of the Extraordinary General Meeting held on 16 September 2003, the
Company increased capital through a bonus share issue, charged against the Revaluation
Reserve Account of Royal Decree law 7/1996, of 7 June, with one new share for every 20
existing shares, for an amount of 75,031 thousand euros.
The Board of Directors was authorised by the Annual General Meeting of 8 April 2003 to
increase share capital, through one or more capital issues, up to a maximum amount of
518,445 thousand euros, during the period up to 8 April 2008. This power remains fully
operative.
b) Revaluation Reserve of Royal Decree law 7/1996, of 7 June
Annual report
77
This reserve originates from the revaluation of the tangible fixed tangible assets in the
balance sheet of the Company, by virtue of Article 5 in the above legislation.
With three years having passed since the balance date when the revaluation was made
without an examination by the Tax Administration, the revaluation operations are deemed
to be correct and the balance of the account accepted by the Tax Inspection, and
accordingly the balance is available for distribution to:
· Off-set book losses.
· Increase share capital.
· Create reserves freely available for distribution, ten years from the date of the balance
sheet containing the revaluation operations.
The balance of this account cannot be distributed, directly or indirectly, unless the capital
gain has been realised, with the understanding that this is the case when the revalued assets
have been fully amortised, transferred or written off in the books. Given the Activity
Transferred of the subsidiary company ACESA in 2002, the requirement that the capital
gain has been realised can only be understood as such when the company acquiring the
revalued assets as part of the new activity has amortised those assets, transferred or written
them off in the books.
c) Legal reserve
In accordance with the Revised Text of the Companies Law, 10% of the annual profits
should go to the legal reserve so that this reserve reaches at least 20% of the capital. The
legal reserve cannot be distributed to shareholders unless the Company is wound up.
The legal reserve can be used for increases in capital, provided the funds used come from
the balance exceeding 10% of the capital at the increased amount.
Apart from the purpose mentioned above, whilst this reserve does not exceed 20% of the
share capital, it can only be used to compensate losses when there are no other reserves
available for this purpose.
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
78
Annual report
d) Reserves in fully consolidated companies and companies consolidated under equity
accounting
The breakdown of these amounts by company is as follows:
Iberpistas Group
Saba Group
Acesa Group
abertis logística Group
abertis telecom Group
Codad
Aumar
Total reserves in fully consolidated companies
abertis logística Group
Acesa Group
Iberpistas Group
Coviandes
Ausol
Aurea Ltd
GICSA
IRASA Group
PTY
Total reserves in companies under equity accounting
Amount
(15,616)
14,088
(513)
2,233
(35,556)
10,970
38
(24,356)
Amount
772
7,419
4,349
14,162
(25,333)
8,234
133
371
93
10,200
The negative reserves of the Iberpistas Group are due partly to the impact of the amortisation
of own shares for 10 million euros in the year following the compulsory Public Takeover
Offer (see beginning of this note) and partly because the amounts distributed as dividends
by Group companies are adjusted in the consolidation process, increasing the reserves of
the parent company and not those of the companies that have paid out.
e) Exchange differences
The breakdown by companies of this entry is as follows:
Annual report
79
Saba Group
Iberpistas Group
Codad
Coviandes
Aurea Ltd
Ausol
PTY
Total exchange differences
Amount
(80)
(4,728)
(20,509)
(12,625)
(5,058)
(122,215)
21
(165,194)
The exchange difference in Ausol reflects the effect of the devaluation of the Argentine
peso.
NOTE 12. MINORITY INTERESTS
The balance of this entry at 31 December corresponds to the shareholding held by minority
shareholders in the book value on that date of the fully consolidated companies, with the
movement during the year as follows:
Incorporation
due to merger
Increase
holding
Results
Dividend
Exchange
difference
(54,556)
1,162
Balance
31.12.02
54,486
1,089
859
31
Saba
Satsa
Rabat
Spasa
Saba Italia
14,383
Iberpistas
Gesa
Gco
Tradia
APR
Codad
Aulesa
Sevisur
Total
4,228
1,921
7,271
5,308
-
-
-
-
-
-
-
-
-
-
-
-
-
(466)
6,800
8,108
-
88
(81)
13
(1,458)
92
-
1,746
(218)
317
-
-
-
-
-
-
(5,090)
-
-
-
-
Other
-
(50)
-
-
-
(3,727)
(1,921)
-
-
149
Balance
31.12.03
1,011
1,056
749
44
12,925
530
-
6,066
-
-
(81)
(71)
-
-
-
(63)
-
-
-
-
-
-
(29)
-
-
-
-
(2,951)
-
-
(1,385)
(416)
(712)
-
4,287
(89)
(24)
163
-
-
-
-
(8,019)
-
1,200
1,176
(631)
(3,692) (12,368) 27,844
89,576
14,442
(59,646)
The amount “Other” mainly corresponds to changes in the consolidation perimeter or method
of consolidation indicated in note 2.d).
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
80
Annual report
NOTE 13. NEGATIVE CONSOLIDATION DIFFERENCES
The movement in this entry during 2003 was as follows:
Saba Italia
Túnel del Cadí
Aurea Ltd
Retevisión
Balance
31.12.02
8,507
13,980
-
-
Incorporation
due to merger
Increase
Imputation
in results
-
-
2,467
-
-
-
-
16,835
(201)
(699)
-
-
Balance
31.12.03
8,306
13,281
2,467
16,835
Total
22,487
2,467
16,835
(900)
40,889
NOTE 14. DEFERRED INCOME
The movement during the year was as follows:
Subsidies
Other deferred
income
Balance
31.12.02
2,704
Incorporation
due to merger
Change in
perimeter
Increase
Decrease
-
36,382
-
(118)
Balance
31.12.03
38,968
21,158
23,455
55
15,750
(3,813)
56,605
Total
23,862
23,455
36,437
15,750
(3,931)
95,573
The cash subsidies basically correspond to subsidies from the European Regional Development
Fund (FEDER) received by Retevisión.
“Other deferred income” at 31 December 2003 mainly includes:
• Compensation to Aumar from the Public Administration for works carried out in Sagunto,
for 23,139 thousand euros.
•
•
Income from the sale of car parks under Saba concession. The Balance at 31 December
2003 totals 14,114 thousand euros.
Income received by Acesa for the cession of the use of fibre optic cables, of 8,616 thousand
euros.
NOTE 15. PROVISIONS FOR LIABILITIES AND EXPENSES
Annual report
81
The movements in this entry for the year ended 31 December 2003 were as follows:
Balance
31.12.02 due to merger
perimeter
the year
Incorporation Change in Charges for Application
Other
Exchange
difference
Balance
31.12.03
Reversion
fund
(see
note 3 k)
Other
provisions
(see
note 3 l)
1,318,029
765,005
-
132,618
-
(1,436)
(1,104)
2,213,112
68,656
6,512
10,252
2,977
(16,102)
-
7
72,302
Total
1,386,685
771,517
10,252
135,595
(16,102)
(1,436)
(1,097)
2,285,414
NOTE 16. BOND ISSUES AND LOANS WITH CREDIT INSTITUTIONS
The table below shows the balance of outstanding credits at the end of 2003.
2004
2005
2006
2007
2008
Other
maturities
TOTAL
-
178,529
10,143
11,065
11,065
445,626
656,428
401,766
132,019
127,100
65,335
157,312
97,707
981,239
192,364
85,460
123,041
166,198
152,688
685,606
1,405,357
374,527
24,687
-
-
-
-
399,214
138,802
4,654
2,736
2,690
2,690
16,791
168,363
Bonds
issued
Syndicated
loans
Loans
Credit
policies
Others
Total
1,107,459
425,349
263,020
245,288
323,755 1,245,730 3,610,601
At 31 December, companies of the Group held debts in foreign currencies, principally held by
Codad (US dollars) and Gco (Argentine pesos), for a sum of 73,604 and 46,758 thousand euros
respectively. In the case of the Gco debt, toll income is pledged as guarantee against this debt.
82
Annual report
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
At 31 December companies of the Group have various financial transactions (swaps and collars)
to hedge the financing costs of loans with a nominal value of 1,401,835 thousand euros. Of
these operations, 540,506 thousand euros were arranged with related financial institutions
(shareholders of the Company that hold 5% or more of the share capital).
Part of the loan and credit operations included as debts with credit institutions at 31
December 2003 (225,524 thousand euros long-term and 143,533 thousand euros short-
term) were arranged with credit institutions related to abertis, at market interest rates.
The weighted average annual interest rate for bonds and long-term loans with credit institutions
is approximately 4.05%.
Short-term loans are expected to be refinanced in 2004.
NOTE 17. TAX SITUATION
abertis calculates tax in 2003 on a consolidated fiscal basis, as parent company of the fiscal
group with the following subsidiary companies: abertis logística, abertis telecom, Acesa,
serviabertis, Aucat, Tradia, Adesal, Iberacesa, Isgasa Iberpistas, Autopista A-6, Castellana,
Iberavasa, Proconex, Ibermadrid, Aumar, Aulesa and Gicsa.
The reconciliation of the difference between the reported profit before tax in the accounts
and the profit subject to tax is detailed in the annual report of each company. The reconciliation
of the consolidated results and the aggregate tax assessment base for all the consolidated
companies, including consolidation adjustments, is as follows:
Consolidated profit before tax
Permanent differences (including consolidation adjustments)
Timing differences
- arising during the year
- from previous periods
Tax losses carried forward
Tax assessment base
Amount
541,836
3,633
10,284
(1,629)
(35,674)
518,450
The tax effect of accrued Corporation tax expense during the year off-set against tax losses
carried forward is 344 thousand euros.
Annual report
83
In calculating the tax payable, the companies of the consolidated Group have applied deductions
to avoid the double imposition internally on dividends received, as well as deductions on
investments associated with the realisation of various activities, for a total amount of 4,103
thousand euros.
The balance at 31 December 2003 of prepaid tax totalled 31,123 thousand euros, largely
made up of valuation differences and timing differences between fiscal and accounting criteria
for the recording income and expenses.
The balance at 31 December 2003 of deferred tax totals 120,641 thousand euros, which
largely corresponds to the following items :
· Application of cash criteria for tax purposes with respect to income from operations with
forward price, and similarly profit reinvestment for Spanish companies that set up
internationally; both relate to previous years.
· Deferred taxes recorded in Aumar and Avasa as the result of applying the sole transitory
disposition of the Order of 10 December 1998 approving the Standards for the adaptation
of the General Accounting Plan for concessionaire companies of highways, tunnels, bridges
and other toll routes and in application of the fiscal legislation.
The negative taxable amounts pending to be off-set for the companies of the consolidated
Group at 31 December 2003 totalled 176,182 thousand euros, with due dates from 2004 to
2018. These negative taxable amounts include an amount of 4,029 thousand euros recorded
as a tax credit under “Debtors-Public Treasury” and 110,111 thousand euros in “Other credits
under investments” (see note 6).
During 2003, companies in the abertis Group have been involved in various company operations
in which they have opted for the application of the special fiscal regime of Chapter VIII and
Title VIII of the Company Tax Law. These operations were as follows:
· On 28 May 2003 the merger agreement of the abertis company through the absorption
of Aurea and the consequent dissolution of the latter company without liquidation was
made public (see note 1.b).
· On 31 July 2003 the merger agreement of the Holdaucat company, through the absorption
of Aucat, and the consequent dissolution of the latter company without liquidation, was
made public. Subsequently, the absorbing Company changed its company name to Aucat.
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
84
Annual report
· On 3 June 2003 the agreement to dissolve the company Iniciativa de Serveis Salou, S.L,
without liquidation, by the complete cession of assets and liabilities of the company to the
sole shareholder Parbla, S.L., was made public.
As a consequence of these operations, the entire patrimony of the absorbed company was
attributed to the absorbing company through universal title, assuming all tributary rights and
obligations conveyed in the goods and rights transferred.
In general, the companies that form the abertis Group have tax declarations of the last four
years open to inspection, for all the taxes that they are subject to. abertis has been issued
the corresponding assessments from the inspection based on examinations made between
1989 and 1993 and for 2000, of a partial nature and in a consolidated fiscal regime, which
the company has signed in disagreement. These assessments have been appealed and are
pending the decision of the authorities.
The eventual impact on the Company’s capital that could result, once the outcome of the
appeal is known, is adequately provisioned. Furthermore, due to different possible interpretations
of tax legislation applicable to certain operations, there are specific fiscal liabilities of a
contentious nature that are difficult to quantify. Nevertheless, the amount of tax that might
be payable would not have a material impact on the Consolidated Annual Accounts.
NOTE 18. INCOME AND EXPENSES
a) Distribution of income
The distribution of net business income by activities and markets for the ordinary activities
of the Group was as follows:
Highway operations
National
International
Car park operations
National
International
Telecommunication infrastructures
National
Logistic infrastructures – National
Airport operations – International
Total
1,019,192
24,733
62,942
18,415
Amount
1,043,925
81,357
67,043
12,861
21,113
1,226,299
b) Toll income
Annual report
85
The highway concessionaire companies of the abertis group have not recorded income
related to the review of toll rates on highways administered by the State for the year 2000
not authorised by the Minister of Works, corresponding to 2000, 2001, 2002, and 2003 for
a sum of 80 million euros. In October 2003 the Supreme Court handed down a sentence
making the decree denying the rate revision for 2000 null and void. The sentence did not
establish a formula for compensation to concessionaires. The effect of freezing toll rates
in 2000 on the rate revision in 2001, 2002 and 2003 is under appeal before the courts on
behalf of the highway concessionaire companies.
c) Personnel
The average workforce of the Parent company and group companies is as follows:
Permanent employees
Temporary employees
Total
d) Extraordinary items
4,037
580
4,617
Extraordinary profits include the capital gain obtained by abertis in the sale of the former
head office (15 million euros).
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
86
Annual report
e) Contribution of each company to the consolidated result
The contribution by companies of the results atributted to the Parent company is as follows:
Consolidated
result
Minority
interests
Results atributted
to parent
Acesa
Aumar
Iberpistas Group
Aucat
Brisa
Saba Group
Aurea Ltd
Trados 45
Coviandes
abertis logística Group
Gco
Autema
Túnel del Cadí
Concema
PTY
Irasa
Gicsa
serviabertis
APR
Aulesa
abertis telecom
Tradia
Codad
abertis
Total
181,360
129,092
45,766
18,489
15,000
10,780
3,388
3,210
3,069
1,059
3,397
1,529
810
801
386
103
270
7
(93)
(635)
(6,894)
(7,747)
(9,228)
(38,550)
355,369
-
-
(92)
-
-
276
-
-
-
24
(1,746)
-
-
-
-
-
-
-
(316)
89
-
218
1,384
-
(163)
181,360
129,092
45,674
18,489
15,000
11,056
3,388
3,210
3,069
1,083
1,651
1,529
810
801
386
103
270
7
(409)
(546)
(6,894)
(7,529)
(7,844)
(38,550)
355,206
f) Foreign exchange transactions
Foreign exchange transactions are primarily related to Gco (Argentine pesos) and Codad
(US dollars and Colombian pesos), with the breakdown in thousands of euros as follows:
Toll income
Services provided
Services received
Annual report
87
Amount
24,733
21,938
9,294
NOTE 19. ENVIRONMENTAL INFORMATION
The criteria of the Group is to give maximum importance to the activity of protecting and
conserving the environment, with each subsidiary company adopting the necessary measures
to minimise the environmental impact of the infrastructures managed, to achieve the maximum
possible integration with their surroundings.
The abertis group has invested the sum of 4,955 thousand euros on improving the environment
in 2003, carrying out the following activities:
· Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on
ramps and off-ramps.
· Control dumping from contaminated waste pools and monitor re-vegetation.
· Clearing, gardens and plantations along the highway.
· Cleaning up and clearing of slopes with thick forestry vegetation and/or in semi-urban or
urban zones to avoid the risk of fires on the one hand, and improve the visual appearance
on the other.
· Restoration and improvement of marginal areas destroyed by fires through replanting native
trees. This will lead to an improved landscape, whilst also helping the forestry value of the
highway to increase.
·
Installation of screens to reduce the visual impact and noise levels at certain points of the
highway.
· Studies and projects to evaluate the impact that the evolution of traffic has on areas
surrounding the highway.
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
88
Annual report
NOTE 20. OTHER INFORMATION ON BOARD MEMBERS
In accordance with the provisions of article 127 ter. 4 of the Companies Law, included by Law
26/2003, of 17 July, which amended Law 24/1988, of 28 July, of the Securities Market, and
the Revised Text of the Companies Law, aimed at increasing the transparency of listed companies,
the companies with the same, similar or of a complementary nature to the defined business
activity of the Company in which members of its Board of Directors have shareholdings, as
well as the functions that they carry out, if applicable:
Holder
Company
held
Activity
Shareholding
Functions
Caixa Catalunya
Túnel del Cadí, S.A.C.
Highway Concession
3.55 % Board
member
Retevisión Móvil, S.A.
Telecommunications
2.10 %
-
Dragados
Concesiones de
Infraestructuras, S.A.
Autovía de la Mancha, S.A.
Bidelan Guipuzkoako
Autobideak, S.A.
Guadalquivir Sociedad
Concesionaria de la
Junta de Andalucía
Guadalmetro, S.A.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
SCL Terminal
Aeropuerto Santiago, S.A.
Infrastructure
Concession
Sociedad Concesionaria
Autopista Central, S.A.
Sociedad Concesionaria
Vespucio Norte
Express, S.A.
Aerocali, S.A.
Ferrocarriles del Norte
de Colombia, S.A.
Aeropuertos Mexicanos
del Pacífico, S.A. de C.V.
MBJ Airports LTD
Road Management
A13 PLC
Road Management
Services (Darrington)
Holding Ltd.
Batwena Platinum
Corridor Concessionaire
Ltd.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
66.67 % -
50.00 %
-
27.83 % -
14.78 % -
48.00 % -
54.00 % -
33.33 % -
66.00 % -
28.16 % -
35.00 % -
25.00 % -
25.00 % -
25.00 % -
Holder
Company
held
Dragados Obras
y Proyectos, S.A.
Autopista del Henares,
C.E.S.A.
Ferrocarriles del Norte
de Colombia, S.A.
Scutvias-Autoestradas
da Beira Interior, S.A.
Aufe, S.A.
Aunor, S.A.
Concesionaria
Vial del Sur, S.A.
Semacar, S.A.
Autopistas del Sol, S.A.
Ángel García
Altozano
ACS, Actividades de
Construcción
y Servicios, S.A.
Activity
Shareholding
Functions
Annual report
89
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Construction
and services
2.00 % -
5.32 % -
6.65 % -
78.00 % -
85.00 % -
25.00 % -
55.00 % -
8.33 % -
0.0113% Executive
Managing
Director
Saba Aparcamientos, S.A.
Car Parks
0.0000055% Board
member
Grupo Dragados,
S.A. / ACS
Unicaja
Accesos a Madrid
C.E.S.A.
Autopista Central
Gallega C.E.S.A.
Autopista del Henares,
C.E.S.A.
Ruta de los Pantanos, S.A.
Autopistas del Sol, S.A.
Carmelton Group Ltd.
Concesionaria Vial
de los Andes, S.A.
Ferrocarriles del Norte
de Colombia, S.A.
Rutas del Pacífico, S.A.
Scutvias-Autoestradas
de Beira Interior, S.A.
Ausur Servicios
de la Autopista, S.A.
Autopista del Sol
Concesionaria
Española, S.A.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Logistics
Infrastructure
Concession
15.75 % -
13.32 % -
35.00 % -
25.00 % -
8.18 % -
40.00 % -
0.96 % -
5.32 % -
50.00 % -
26.65 % -
5.00 % Board
member
15.00 % Board
member
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
Activity
Shareholding
Functions
90
Annual report
Holder
Unicaja
Company
held
Autopista del Sureste,
Concesionaria Española
de Autopistas, S.A.
Inversora de Autopistas
del Sur, S.L.
Autopista Madrid Sur
Concesionaria
Española, S.A.
Sociedad Unipersonal
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
5.00 % Board
member
10.00 % Board
member
10.00 % Board
(Indirect, member
Inversora de
Autopistas del
Sur, S.L.)
24.50 % Board
member
10.00 % Board
member
Sociedad Municipal
de Aparcamientos
y Servicios, S.A.
Car Parks
Sevisur Logística, S.A.
Logistics
Red de Banda Ancha
de Andalucía, S.A.
Auna Operadores de
Telecomunicaciones, S.A.
Telecommunications
10.00 % Board
member
Telecommunications
1.99 % Board
member
Islalink, S.A.
Telecommunications
13.70 % Board
member
Val Telecomunicaciones,
S.L.
Telecommunications
4.46 % Board
member
With respect to positions or functions, excluding those held in companies in which abertis,
has a direct or indirect investment, the Members of the Board of Directors are also board
members or members of the management team of the following companies with activities
that are the same, similar or of a complementary nature to the Company’s business:
Board Member
Company
Isidro Fainé Casas
Telefónica, S.A.
Ángel García Altozano
Broadnet Consorcio, S.A.
Sonae Indústria SGPS
Position or function
Deputy Chairman
Chairman
Board member
Pablo Vallbona Vadell
ACS, Actividades de Construcción y Servicios, S.A.
Deputy Chairman
In addition, one of the principal activities of Grupo Dragados, S.A./ACS, Dragados Concesiones
de Infraestructuras, S.A. and Dragados Obras y Proyectos, S.A. is the promotion, management
and operation of transport infrastructures.
NOTE 21. OTHER INFORMATION
Annual report
91
a) Annual remuneration of the directors for their service as members of the Board of Directors
of the Company is fixed as a share in the liquid profits. It can only be paid out once the
payment of dividends and transfers to reserves that the Law establishes are covered, and
it should not exceed, under any circumstances, two percent of the profits. The Board of
Directors may distribute this sum amongst its members in the form and amount it decides.
Overall remuneration paid to directors of abertis (formerly Acesa Infraestructuras, S.A.),
as members of the Board of Directors, totalled 1,503 thousand euros in 2003, which is less
than the statutory limit.
As indicated in notes 1 b) and 13 of this annual report, the merger between Acesa Infraestructuras,
S.A. and AUREA was made public on 28 May 2003, but was effective for accounting purposes
from 1 January 2003. Consequently, during the year two Boards of Directors co-existed, the
board of abertis (formerly Acesa Infraestructuras, S.A.) and the board of AUREA.
Overall remuneration received by board members of abertis (formerly Acesa Infraestructuras,
S.A.) totalled 2,950 thousand euros, which is broken down into board fees (475 thousand
euros), expenses (1,503 thousand euros), contributions to cover pension plans (965 thousand
euros) and life insurance (7 thousand euros).
Overall remuneration received by board members of AUREA totalled 2,152 thousand euros,
which is broken down into board fees (511 thousand euros), expenses (126 thousand euros),
statutory obligations (430 thousand euros), life insurance (3 thousand euros) and other
remuneration (1,082 thousand euros).
The overall remuneration of board members of abertis and AUREA in the other subsidiary and
associated companies of the Group totalled 866 thousand euros, which is broken down into
board fees (76 thousand euros), expenses (471 thousand euros) and statutory obligations (319
thousand euros).
abertis does not use any remuneration system linked to the evolution of the Company’s share
price for any of its employees or any of the members of the Board of Directors.
b) As at 31 December the group had guarantees to third parties given by financial entities,
which are detailed below by company:
Iberpistas
abertis
Saba
Aucat
Acesa
Aumar
Castellana
Avasa
Autopista A-6
Tradia
PLZF
Total
Amount
118,920
129,690
36,180
15,371
19,994
18,624
17,157
7,865
5,831
2,385
5
372,022
92
Annual report
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
Of this total, 203,133 thousand euros correspond to guarantees contracted for operation
agreements of the different companies. The remaining balance corresponds to certain
commitments contracted by investee companies (investments, financing, etc.) and it is not
considered that these guarantees will lead to unexpected material losses.
c) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. for auditing services
and other services provided to the companies of the group totalled 378 thousand euros.
The fees received during the year for other services provided to the Company for other
companies trading under the name PricewaterhouseCoopers totalled 387 thousand euros.
d) Gco. hedge. In the year 2000, abertis contracted exchange rate hedges on the investment
made in the Argentine company Gco.
The following financial instruments were contracted:
· Transactions without the exchange of principal on expiry (Non Delivery Forward).
The nominal value of all these transactions is USD 120.6 million. Acesa Infraestructuras
sold 120.6 million Argentine pesos in exchange for USD 120.6 million, with expiry
in October 2005, having fixed the exchange rate to buy Argentine pesos on expiry
in 2002.
· Cross-currency interest rate swap (Cross-Currency IRS) between USD and euros. The
nominal value of these transactions is USD 100 million, with expiry in October 2005.
The premiums paid up front for the hedging transactions are accounted for on a linear basis
over the period of the transaction (see note 3 h). The interest payments of the cross currency
interest rate swap are recorded as financial income or expense over the period of the
operation.
The exchange rate differences arising from the exchange of euros in these transactions will
be recorded on the cancellation or settlement of the hedging transaction.
NOTE 22. FINANCIAL PLAN
In accordance with the provisions laid down in current legislation, the concessionary companies
of Spanish highways have their respective financial plans approved by the corresponding
Administration.
NOTE 23. SUBSEQUENT EVENTS
The Board of Directors of abertis approved, on 27 January 2004, the proposed merger through
the absorption of Iberpistas, S.A. by the Company which will be submitted to the respective
annual general meetings for shareholder approval in the first four months of 2004, effective
from 1 January 2004 for accounting purposes. abertis holds 99.8% of the share capital of
Iberpistas S.A..
In February 2004 the consortium made up of Aumar (25%), ACS/Dragados (50%) and
Cajamadrid (25%) won the tender for the construction and operation of the toll highway of
the second Alicante ring-road.
ANNEX
Subsidiary and associated companies
(thousand euros) (*)
Company
Registered
Office
Activity
Auditors
Share %Shareholding
capital direct
indirect
Company
owning indirect
shareholding
Annual report
93
FULLY CONSOLIDATED COMPANIES
Highways
Autopistas,
C.E.S.A. (Acesa)
Av. Parc Logístic,
12-20. Barcelona
Toll highway
concessionaire
Av. Parc Logístic,
12-20. Barcelona
Toll highway
concessionaire
Ruta Nacional nº 7,
km 25.92. Ituzaingó concessionaire
Argentina
Toll highway
Autopistes de
Catalunya, S.A.
(Aucat)
Grupo
Concesionario
del Oeste, S.A.
(Gco) (1)
Autopistas
Aumar S.A.C.E.
(Aumar)
Iberpistas
Autopista
A-6, S.A.
Paseo de
la Alameda, 36.
Valencia
Pío Baroja, 6.
Madrid
Pío Baroja, 6.
Madrid
Iberavasa de
inversiones, S.L.
Pío Baroja, 6.
Madrid
Castellana de
Autopistas, S.A.
Concesionaria
del Estado (Castellana)
Pío Baroja, 6.
Madrid
Car Parks
Saba
Aparcamientos,
S.A. (Saba)
Parbla, S.A.
Spel-Sociedade
de Parques de
Estacionamento,
S.A. (Spel)
Av. Parc Logístic,
12-20. Barcelona
Sabino Arana, 38.
Barcelona
Lugar do Espino
Vía Norte.
Porto (Portugal)
Societat Pirenaica
d’Aparcaments,
S.A. (Spasa)
Pau Casals, 7
Andorra la Vella
Principat d’Andorra
Societat
d’Aparcaments
de Terrassa, S.A.
(Satsa)
Saba Italia,
S.p.A.
Pl. Vella, subsuelo.
Terrassa
Via delle Quattro
Fontane, 15.
Rome (Italy)
PwC
PwC
876,465
100.00
-
-
96,160
100.00
Acesa
PwC
22,070
48.60
Acesa
Toll highway
concessionaire
Toll highway
concessionaire
Toll highway
concessionaire
Holding company
Toll highway
concessionaire
PwC
419,643
100.00
Other
auditors
Other
auditors
Other
auditors
Other
auditors
173,547
99.80
50,000
24,207
46,800
99.80
Iberpistas
-
-
99.80
Iberpistas
99.80
Iberpistas
Car Parks
PwC
18,243
99.24
Car Parks
-
3
Car Parks
PwC
6,000
Car Parks
-
301
Car Parks
PwC
7,746
Car Parks
PwC
28,600
-
-
-
-
99.24
Saba
99.24
Saba
89.64
Saba
87.37
Saba
59.54
Saba
This annex forms an integral part of note 2 to the 2003 consolidated annual accounts and it should be read in conjuntion
with the latter.
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
94
Annual report
Subsidiary and associated companies
(thousand euros) (*)
Company
Registered
Office
Activity
Auditors
Share %Shareholding
capital direct
indirect
Company
owning indirect
shareholding
FULLY CONSOLIDATED COMPANIES
Rabat
Parking, S.A.
Rue de Larache, 8.
Rabat (Morocco)
Car Parks
Logistic services
Abertis
Logística, S.A.
Sevisur
Logística, S.A.
Av. Parc Logístic,
12-20. Barcelona
Development, logistics
and technical support
Moratín, 1.
Seville
Construction
and operation
of logistic parks
Telecommunications
Abertis
Telecom, S.A.
Av. Parc Logístic,
12-20. Barcelona
Telecommunication
services
Difusió Digital
Societat de
Telecomunicacions, Llobregat.
Barcelona
S.A. (TRADIA)
Motors, 392.
L’Hospitalet de
Operator of
telecommunication
infrastructure
-
-
-
-
1,879
-
50.61 Saba
47,500
100.00
3,000
60.03 Abertis Logística
300,000
100.00
-
-
PwC
131,488
100.00 Abertis Telecom
Retevisión I, S.A.
Gran Via de les
Corts Catalanes,
130-136.
Barcelona
Operator of
telecommunication
infrastructure
Other
auditors
81,270
(**)
100.00 Abertis Telecom
Airports
Compañía de
Desarrollo
Aeropuerto
Eldorado, S.A.
(CODAD)
Carrera, 13
nº 93-40.
Santafé de Bogotá
(Colombia)
Construction and
maintenance
of airports
Other
auditors
15,635
85.00
CONSOLIDATED ON PROPORTIONAL BASIS
Highways
Autopistas
Iberavasa, S.L.
Vasco-Aragonesa,
C.E.S.A. (AVASA)
Logistic services
Parc Logístic de
la Zona Franca,
S.A. (PLZF)
Barrio de Anuntzibai
Toll highway
Other 234,000
49.90
s/n. 48410
Orozco. Vizcaya
concessionaire
auditors
Av. Parc Logístic,
2-10. Barcelona
Development
and operation of
logistic parks
Areamed
2000, S.A.
Via Augusta,
21-23. Barcelona
Operation of
service areas
Other
auditors
Other
auditors
23,742
50.00
Abertis Logística
70
50.00
Abertis Logística
This annex forms an integral part of note 2 to the 2003 consolidated annual accounts and it should be read in conjuntion
with the latter.
Subsidiary and associated companies
(thousand euros) (*)
Company
Registered
Office
Activity
Auditors
Share %Shareholding
capital direct
indirect
Company
owning indirect
shareholding
CONSOLIDATED BY EQUITY ACCOUNTING
Serviabertis, S.L.
Av. Parc Logístic,
12-20. Barcelona
Administrative
services
-
3
100.00
Annual report
95
180 Strand,
London
(United Kingdom)
Holding
company
Montalbán, 5.
Madrid
Administration
and management
of infrastructures
Toll highway
Villadangos del
Páramo. Ctra. Santa concessionaire
María del Páramo.
León
Other
auditors
14,188
100.00
-
60
99.98
Other
auditors
34,642
79.20
Infrastructures
concessionaire
Other
auditors
1,179
75.00
Highways
Aurea Limited
Gestión Integral
de Concesiones,
S.A. (GICSA)
Autopistas
de León, S.A.C.E.
(AULESA)
Autopistas de
Puerto Rico
y Compañía,
S.E. (APR)
Autopista
Trados-45, S.A.
(TRADOS-45)
Autopistas
del Sol, S.A.
(AUSOL)
Concesionaria
Vial de los Andes,
S.A. (COVIANDES)
Montellano
Sector embalse.
San Juan
(Puerto Rico)
Ctra. M-203
PK 0,280
Madrid
Leandro N. Alem
986, piso 4.
Buenos Aires
(Argentina)
Carrera Novena,
126-91. Santafé
(Colombia)
Infrastructures
concessionaire
Toll highway
concessionaire
Infrastructures
concessionaire
de Bogotá
Pt Operational
Services Limited
(PTY)
1 Lavender Road.
Bon Accord 009
Pretoria (South Africa)
Operation and
maintenance
Concesiones de
Madrid, S.A.
(CONCEMA)
Infraestructuras
y Radiales, S.A.
(IRASA)
Av. Europa, 18.
Infrastructures
Alcobendas, Madrid concessionaire
Golfo de
Salónica, 27.
Madrid
Administration and
management of
infrastructures
Autopistas-Conces. Rua General Norton Holding
company
Espanhola,
SGPS, S.A.
de Matos 21-A.
Arquiparque Algés
Oeiras (Portugal)
Acesa Italia,
S.R.L.
Via delle Quattro
Fontane, 15.
Rome (Italy)
Holding
company
PwC
29,900
50.00
PwC
33,925
45.16
Other
auditors
Other
auditors
Other
auditors
Other
auditors
7,872
39.04
0
33.30
28,798
25.00
7,092
22.49
(***)
-
50 (2)
100.00 Acesa
PwC
166,341 (2)
100.00 Acesa
Schemaventotto,
Calmaggiore, 23.
Holding
Other
445,536 (2)
12.83 Acesa Italia, S.R.L.
S.p.A.
Treviso (Italy)
company
auditors
This annex forms an integral part of note 2 to the 2003 consolidated annual accounts and it should be read in conjuntion
with the latter.
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
96
Annual report
Subsidiary and associated companies
(thousand euros) (*)
Company
Registered
Office
Activity
Auditors
Share %Shareholding
capital direct
indirect
Company
owning indirect
shareholding
CONSOLIDATED BY EQUITY ACCOUNTING
Via A. Bergamini, 50.
Toll highway Other 621,289 (4)
7.98 (5)
Rome (Italy)
concessionaire
auditors
S.p.A.
-
-
Other
auditors
Other
auditors
Other
auditors
Other
auditors
Other
auditors
32,229
99.90
Acesa/Iberpistas
61 -
99.90
Iberacesa, S.L.
190,500
23.32
Iberacesa, S.L.
190,500 -
23.32
Alazor inversiones
30,250 -
17.98
Iberacesa, S.L.
30,250 -
17.98
Tacel Inversiones
105,504
37.19
Acesa
PwC
81,894
22.33
Acesa
Autostrade, S.p.A.
Schemaventotto,
(3)
Iberacesa, S.L.
Pº Castellana, 51.
Madrid
Holding
company
Isgasa, S.A.
Av. Parc Logístic,
12-20. Barcelona
Engineering
services
Alazor
Inversiones, S.A.
Rozabella, 6.
Las Rozas. Madrid
Holding
company
Accesos de
Madrid, C.E.S.A.
Rozabella, 6.
Las Rozas. Madrid
Toll highway
concessionaire
Holding
company
Toll highway
concessionaire
Toll highway
concessionaire
Toll highway
concessionaire
Tacel
Inversiones, S.A.
Hórreo, 11.
Santiago de
Compostela
Autopista Central
Gallega, C.E.S.A.
(ACEGA)
Hórreo, 11.
Santiago de
Compostela
Carretera de
Vallvidrera a
St. Cugat, km
5.3. Barcelona
Gran Via de les
Corts Catalanes,
680. Barcelona
Túnel del Cadí,
S.A.C.
Autopista
Terrassa-Manresa,
Autema,
Concessionària de la
Generalitat de
Catalunya, S.A.
(AUTEMA)
Brisa,
Auto-estradas
do Portugal,
S.A. (6)
Ibermadrid de
Infraestructuras,
S.A.
Pío Baroja, 6.
Madrid
Proconex, S.A.
Pío Baroja, 6.
Madrid
Quinta da Torre da Toll highway
Aguilha Edificio
Brisa 2785-589.
Sao Domingos de
Rana (Portugal)
concessionaire
Other
auditors
600,000 (4)
10.00
Acesa
Study, development
and construction
of civil works
infrastructures
Operation of
sub-leased
service areas
Toll highway
concessionaire
-
-
Other
auditors
Other
auditors
500
99.80
Iberpistas
100
99.80
Iberpistas
1,434
99.80
Iberpistas/Proconex
1,041
50.90
Promoción de
Autopistas
Santiago de Chile
Promoción de
Autopistas
Chile Limitada
Gestora de
Autopistas, S.A.
Santiago de Chile
Toll highway
concessionaire
This annex forms an integral part of note 2 to the 2003 consolidated annual accounts and it should be read
in conjuntion with the latter.
Subsidiary and associated companies
(thousand euros) (*)
Company
Registered
Office
Activity
Auditors
Share %Shareholding
capital direct
indirect
Company
owning indirect
shareholding
Annual report
97
Santiago de Chile
Toll highway
concessionaire
PwC
71,186
24.95
Iberpistas
Chile Limitada
(GESA)
Sociedad
Concesionaria
del Elqui, S.A.
(ELQUI)
Road
Management
Group (RMG)
Autopista
del Henares,
S.A.C.E.
(HENARSA)
130 High Street
Old Woking. Surrey concessionaire
(United Kingdom)
Toll highway
Golfo de Salónica,
27. Madrid
Toll highway
concessionaire
Erredosa
Infraestructuras,
S.A. (ERREDOSA)
Golfo de Salónica, Administration
27. Madrid
and management
of infrastructures
Logistic services
Araba Logística,
S.A. (ARASUR)
Olaguibel, 2.
Vitoria
Construction and
operation of
logistic parks
Other
auditors
Other
auditors
Other
auditors
35,946
25.00 Aurea Limited
96,700
61
Infraestructuras
y radiales
22.49
Infraestructuras
y radiales
22.49
-
3,000
39.50 Abertis Logística
Centro Intermodal
de Logística,
S.A. (CILSA)
Portal de la Pau, 6. Development and
Barcelona
operation of
logistic parks
Other
auditors
15,467
32.00 Abertis Logística
Telecommunications
Adquisición de
emplazamientos,
S.L. (ADESAL)
Motors, 392.
L’Hospitalet de
Llobregat.
Barcelona
Operator of
telecommunication
infrastructure
Torre de
Collserola, S.A.
Ctra. de Vallvidrera Construction and
al Tibidabo, s/n.
Barcelona
operation of
telecommunication
infrastructures
-
3
100.00
Tradia
PwC
12,020
36.00
Retevisión
(*) Foreign currency amounts converted at official euro exchange rate at close.
(**) Includes the increase in capital made pending registration in the Mercantile Register.
(***) Direct shareholding of abertis: 15 %. Indirect holding through Iberpistas subsidiary Avasa: 7.4 %.
(1) The shares of Gco are listed on the Argentina stock exchange. The weighted average trading price for the last quarter of 2003
was 1.26 euros. At the year end share price was 1.6 euros. The company holds 57.6 % of the voting rights.
(2) Information at 31 December 2002.
(3) The shares of Autostrade, S.p.A. are listed on the Milan stock exchange. The weighted average trading price for the last quarter
of 2003 was 12.91 euros. The year end share price was 13.93 euros.
(4) Information at 30 June 2003.
(5) Shares pledged as guarantee for a loan granted to Schemaventotto, S.p.A. to buy the shareholding in this company.
(6) The shares of Brisa, Auto-estradas do Portugal, S.A. are listed on the Lisbon stock exchange. The weighted average trading price
for the last quarter of 2003 was 5.22 euros. The year end share price was 5.30 euros.
This annex forms an integral part of note 2 to the 2003 consolidated annual accounts and it should be read
in conjuntion with the latter.
98
Annual report
15 Cons olidated annual accounts and management repor t
of the aber tis group for 2003
ABERTIS INFRAESTRUCTURAS, S.A.
2003 CONSOLIDATED MANAGEMENT REPORT
In 2003 the Group has seen its size increase notably due to the merger of Acesa Infraestructuras
and Aurea Concesiones de Infraestructuras, which gave rise to abertis, one of the leading
European operators in the management of infrastructures serving mobility and communications.
This year has been the first full year of activity for the new group that was formed after
the merger (effective from 1 January 2003), which operates basically in the sectors of
highways, car parks, logistic infrastructures and telecommunication infrastructures.
The objective of abertis is to continue providing shareholders with a balanced portfolio of
investments in the areas noted that ensure an adequate combination of low risk, growth and
return. In this respect, the following events in 2003 can be highlighted:
·
·
·
·
In the highways sector, the incorporation in abertis of all the Aurea concessions, which
included Aumar (one of the main national concessions), as well as a series of shareholdings
in other important national and international projects. During 2003 new toll highways have
been opened in which abertis has participated: A-6 connection with Segovia (Castellana
de Autopistas), Radial 2 Madrid-Guadalajara (Henarsa) and Silleda-Lalín stretch (Autopista
Central Gallega). Also of note in the highway sector was the increase of the indirect
shareholding in the Italian concessionaire Autostrade from 3.8% to 8.0%, and the merger
of Holdaucat and Aucat (100% owned by Holdaucat) in the interests of optimising the
Group structure.
In the car park sector, abertis acquired 40% of Saba to gain control of 99.2% of the capital.
Similarly, Saba acquired 50% of the Portuguese company Spel to gain 100% control of
the company, and has continued its international expansion with new projects in Italy and
Portugal.
In the logistic infrastructures sector, highlights include two new logistic projects that began
to be developed in Álava and Seville in which abertis is a shareholder, the full occupation
and consolidation of the Parc Logístic de la Zona Franca, and the positive evolution of the
associated company Cilsa which, having developed and occupied all of ZAL Barcelona, has
started the development of ZAL Prat.
Finally, in the telecommunications infrastructure sector the acquisition of Retevisión
Audiovisual stands out, concluded at the end of the year, and the acquisition of 5 % of
Tradia to gain 100 % control.
All these transactions, linked to the good performance of the rest of the business and activities,
have been reflected positively in the figures and results for the year, and in turn they establish
the bases for growth in the years ahead.
The 2003 consolidated profit and loss account for abertis is not comparable with the previous
year due to the merger as noted and because the Iberpistas group has been fully consolidated
for the entire year in 2003 (only from June in 2002). The profit for the year totalled 355 million
euros, representing an increase of 82% on the previous year (or 11.2% if compared to the
aggregate figures for Acesa and Aurea in 2002).
Annual report
99
Operating income rose to 1,283 million euros (62% more compared to Acesa in 2002 and
13% more compared to the aggregate of Acesa and Aurea). The highway sector represented
85% of total income; car parks contributed 7%; telecommunication infrastructures, 5%, and
infrastructures for logistics and other activities the remaining 3%.
The evolution of the activity has been positive in the Group’s main concessions, as indicated
by the evolution of the Average Daily Traffic (ADT) which rose 3.7% to 27,354 vehicles across
the combined highway network of abertis in Spain.
The balance sheet also clearly reflects the impact of the merger between Acesa and Aurea,
as well as the effect of the new investments and the growth recorded by the companies that
make up abertis. Total assets rose from 6,459 million euros at 31 December 2002 to 9,685
million euros at the end of 2003, whilst consolidated equity has increased by 1,074 million
euros to 3,107 million euros at the end of 2003.
Debt at 31 December 2003 (3,634 million euros) represents117% of equity and 37% of
liabilities, with these percentages below those of other large European communication
infrastructure operators. The financial equilibrium of abertis should enable it to face new
investments to improve the infrastructures that it currently manages with guarantees, and
continue with its selective policy of investments carried out in recent years without the need
to seek additional capital.
In the interests of optimising the corporate structure of the Group, the Board of Directors
of abertis approved, on 27 January 2004, the merger by absorption of Iberpistas, S.A. (99.8
% shareholding), which will be submitted for the approval of the respective annual general
meetings in the first four months of 2004, and if approved, will be effective for accounting
purposes from 1 January 2004.
All business units are expected to continue to make a positive contribution in 2004, accentuated
by the progressive contribution of all the new projects and the latest incorporations in the
Group. The dividend policy is also expected to be maintained.
As a listed group, abertis will have to apply the international accounting standards from 2005.
During 2003 the Company has already carried out an analysis of the implementation of these
standards, both quantitatively as well as over the current systems and operational procedures,
and during the course of 2004 it will continue the tasks prior to implementation. The Company
will also continue to pay special attention to the study being done of the eventual interpretation
of the application of these standards to concession businesses by the international regulatory
authorities.
The Company has not traded, directly or indirectly, its own shares.
www.abertis.com
102
Annual report
5 2
2003 Annual report and management report
Balance sheet at 31 December
(thousand euros)
A S S E T S
Fixed assets
Start-up costs
Intangible fixed assets
Computer software
Goodwill
Studies and projects
Other intangible fixed assets
Amortisation
Tangible fixed assets
Land and natural resources
Buildings and other constructions
Machinery and vehicles
Installations, tooling and furniture
Other fixed assets
Depreciation
Investments
Holdings in subsidiary and associated companies
Long-term loans to group companies
Long-term share portfolio
Long-term deposits and guarantees
Other credits
Provisions
Deferred expenses
Current assets
Debtors
Advance payments to creditors
Group company debtors
Sundry debtors
Personnel
Public Treasury
Provisions
Short-term investments
Short-term loans to group companies
Interest receivable
Other credits
Treasury
Cash
Banks and credit institutions
Prepayments and accrued income
2003
4,777,874
26
5,828
218
7,823
770
3
(2,986)
15,299
3,038
8,311
492
4,167
3,197
(3,906)
4,756,721
4,264,271
700,802
7,513
65
6,616
(222,546)
9,173
587,854
9,219
12
4,703
5,528
4
1,662
(2,690)
575,346
575,346
-
-
3,289
41
3,248
-
2002
3,232,768
-
703
36
-
668
-
(1)
11,744
699
8,021
242
10,736
-
(7,954)
3,220,321
2,732,060
530,354
-
2
-
(42,095)
14,414
203,057
10,570
12
7,568
3,761
16
940
(1,727)
191,529
163,815
3
27,711
956
18
938
2
Total assets
5,374,901
3,450,239
Annual report
103
L I A B I L T I E S
Equity
Share capital
Share premium
Reserves
Revaluation reserve RDL 7/1996
Legal reserve RD 1564/1989
Voluntary reserve
Profit and loss account
Interim dividend
Provisions for liabilities and expenses
Other provisions
Long-term creditors
Bond issues
Loans with credit institutions
Payment pending on shares of group companies
Loans with subsidiary and associated companies
Other creditors
Short-term creditors
Bond issues (interest)
Due to credit institutions
Loans
Interest on loans
Loans with group companies
Trade creditors
Trade creditors for traffic operations
Other creditors
Other non-trade creditors
Public Treasury
Accrued payroll expenses
Other debts
Deposits and guarantees received
2003
3,068,960
1,575,661
579,690
704,867
479,495
158,668
66,704
329,017
(120,275)
40,529
40,529
1,369,159
590,000
763,765
3,353
9,530
2,511
896,253
4,768
818,117
812,340
5,777
17,242
3,065
3,065
-
53,061
51,409
800
847
5
2002
2,009,416
1,036,890
115,553
753,157
554,526
140,387
58,244
182,817
(79,001)
42,419
42,419
606,354
60,000
546,354
-
-
-
792,050
553
749,979
737,632
12,347
16,452
9,442
7,306
2,136
15,624
14,226
1,088
279
31
Total liabilities
5,374,901
3,450,239
25 2003 Annual repor t and management repor t
Profit and loss account at 31 December
(thousand euros)
104
Annual report
Expenses
Personnel expenses
Salaries and wages
Social security
Pension fund and other personnel-related expenses
Amortisation and depreciation of fixed assets
Movement in trading provisions
Other operating expenses
External services
Taxes
Allocation to reversion fund
Total operating expenses
Operating profit
Financial costs, related expenses and variation in
investment provision
Total financial expenses
2003
13,638
12,414
929
295
2,826
454
15,634
14,997
637
-
2002
34,559
28,227
6,181
151
5,924
1,699
53,107
25,189
413
27,505
32,552
95,289
-
130,736
71,781
71,781
51,110
51,110
Positive financial results
332,128
106,815
Profit on ordinary activities
Losses on disposal of fixed assets and extraordinary expenses
317,965
5
237,551
-
Movement in fixed asset provisions
26,989
33,555
Profit before tax
Corporation tax
Profit for the year
309,715
(19,302)
217,565
34,748
329,017
182,817
Annual report
105
Income
Operating revenue
Toll income
Discounts and rebates on tolls
Provision of services
Other operating income
Sundry income and other management income
Other operating income
Total operating income
Operating loss
Income from investment in group companies
Other interests and related income
2003
15,748
-
-
15,748
2,641
-
2,641
2002
211,640
217,284
(5,644)
-
14,385
14,385
-
18,389
226,025
14,163
368,837
-
142,243
35,072
15,682
Total financial income
403,909
157,925
Profit from the disposal of fixed assets and extraordinary income
18,744
13,569
Extraordinary loss
8,250
19,986
25 2003 Annual repor t and management repor t
ABERTIS INFRAESTRUCTURAS, S.A.
NOTES TO THE ANNUAL ACCOUNTS FOR 2003
106
Annual report
NOTE 1. ACTIVITY
a) Activity
ABERTIS INFRAESTRUCTURAS, S.A. (hereinafter abertis or the Company) was incorporated
in Barcelona on 24 February 1967. On 30 May 2003 (registration of date of merger
document indicated in note 1. b) it changed its name from ACESA INFRAESTRUCTURAS,
S.A. to its current name. Its registered office is Avenida del Parc Logístic, nº 12-20,
Barcelona.
On 29 June 2002, the general meeting of the Company agreed to make a non-monetary
transfer of the concessionary activity, as well as various shareholdings in other highway
concessionary companies, to Autopistas II (now Autopistas Concesionaria Española, S.A.).
In accordance with the corresponding deed, 1 July 2002 was established as the date from
which it would be understood that all operations of the transferred activity were made on
account of Acesa.
abertis is currently the parent of a group dedicated to the management of infrastructures
serving mobility and communications that operates in four sectors of activity: highway
concessions, car parks, logistics and services, and telecommunications.
Its statutory purpose is defined as the construction, maintenance and operation of highways
under concession; management of highway concessions in Spain and internationally;
construction of road infrastructures; complementary activities to the construction,
maintenance and operation of highways, such as service stations, integrated centres for
logistics and/or transport and/or parking, as well as any other activity related with
infrastructures for transport and communication and/or telecommunication serving the
mobility and transportation of people, goods and information, with the necessary authorisation,
when applicable.
The Company can develop its statutory purpose, especially the concessionary activity,
directly or indirectly through shareholdings in other companies, being subject at all times,
in this respect, to the provisions of the law in force.
b) Merger
On 8 April 2003, the extraordinary general meetings of shareholders of ACESA Infraestructuras,
S.A. and AUREA, Concesiones de Infraestructuras, S.A. (AUREA) approved the merger of
both companies by absorption, where the former company was to absorb the latter company,
effective for accounting purposes from 1 January 2003, the date from which it is understood
that AUREA operations were conducted on account of the Company.
The merger was effected through an exchange of AUREA shares for abertis shares (in the
proportion of 43 shares of the former for 93 shares in the latter). To cover this share
exchange the Company increased capital as detailed in note 9.
The merger project approved by the respective general meetings of shareholders established
that the difference between the nominal value of the new shares issued by the Company
and the adjusted book value of AUREA will have the consideration of an issue premium
(see note 9).
The audited balance sheet of the Aurea company accounts at 31 December 2002 that was
included in the Company is the following:
Annual report
107
Assets
Net fixed assets
Start-up costs
Intangible fixed assets
Tangible fixed assets
Investments
Current assets
Liabilities
Equity
Provisions for liabilities and expenses
Long-term creditors
Short-term creditors
Thousand euros
105
5,294
11,236
1,407,852
Thousand euros
1,424,487
43,649
1,468,136
(*)
1,033,820
6,512
346,839
80,965
1,468,136
(*) Prior to incorporating the value of this company’s patrimony in the accounts of abertis, dividends from Aurea
totalling 105,943 thousand euros were paid out.
In the tables and movements shown in this annual report, the column “Incorporation due to
merger” reflects the consolidated balances included as at 1 January 2003.
25 2003 Annual repor t and management repor t
108
Annual report
NOTE 2. BASIS OF PRESENTATION
a) Accounting principles
The annual accounts are obtained from the accounting records of the Company and have
been prepared according to the generally accepted accounting principles in Spain and
established in the current legislation.
The figures contained in the balance sheet, profit and loss account, source of financing
statement and the notes to these accounts are expressed in thousand euros.
The consolidated annual accounts for the abertis group for 2003 are presented separately
from the parent company accounts. The main figures taken from the audited consolidated
accounts are as follows:
Total assets
Equity
Consolidated operating income
Result for the year due to the Parent company - Profit
9,684,659
3,107,354
1,283,149
355,206
b) Comparison of the information
The annual accounts for 2003 are not comparable with the 2002 accounts for the following
reasons:
• The 2002 accounts reflect six-months of concessionary activity until the transfer of that
branch of activity to Autopistas II, Concesionaria Española, S.A. (see note 1 a).
• The 2003 accounts reflect greater activity due to the merger indicated in note 1 b).
NOTE 3. PROPOSED DISTRIBUTION OF RESULTS
The following distribution of results will be submitted to the annual general meeting for
approval:
Basis of distribution
Profit for the year
Distribution
Dividends
Legal reserve
Voluntary reserve
Amount
329,017
237,399
32,902
58,716
329,017
During 2003 an interim dividend of 120,275 thousand euros was paid. This interim dividend
represents a payment of 0.229 euros gross per share on all issued shares.
Annual report
109
The table below shows that there was sufficient profit in the period to cover the interim
dividend (which was made on 12 November 2003), with the accounting statement verifying
sufficient liquidity to make the payment of this interim dividend.
Net profit from 1 January to 31 July 2003
Less:
Legal reserve
Maximum amount available for distribution
Amount proposed and distributed
Cash funds available prior to payment
Gross amount of interim dividend
Cash funds available after payment
Amount
137,390
(13,739)
123,651
120,275
Amount
827,470
(120,275)
707,195
NOTE 4. ACCOUNTING POLICIES
The most significant accounting policies used in the preparation of the annual accounts are
described below:
a) Start-up costs
The expenses incurred on incorporation and in share capital increases are recorded at cost,
shown net of accumulated amortisation, which is calculated using the straight line method
over a period of five years.
b) Intangible fixed assets
The items included in this chapter are valued at acquisition price or the cost of production
and amortised as follows:
• Computer applications are amortised at 33% per year.
• The goodwill fund is amortised on a straight line basis over the estimated period in which
said funds will contribute to profit generation, with a maximum period of 20 years.
• Studies and projects are amortised on a straight line basis over a maximum period of ten
years from the date on which the project is considered to be viable.
25 2003 Annual repor t and management repor t
110
Annual report
c) Tangible fixed assets
Tangible fixed assets are valued at acquisition cost, revalued in accordance with various
legal measures.
Costs of refurbishment, enlargement or improving tangible fixed assets are capitalised only
when they increase capacity, productivity or extend the useful life of the asset, provided
that it is possible to know or estimate the net book value of the assets which are removed
from the list, having been replaced.
The costs of repair and maintenance are charged to the profit and loss account in the year
in which they are incurred.
The amortisation of tangible fixed assets is calculated systematically using the straight line
method, based on the estimated useful life of the assets, taking into consideration wear
and tear derived from normal use.
The depreciation rates used to calculate the decline in the value of the fixed assets are as
follows:
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Rate
2 - 8 %
6 - 30 %
7 - 37.5 %
7 - 20 %
10 - 20 %
20 - 37.5 %
3 - 30 %
d) Financial assets and investments
Investments in group and associated companies and long-term securities are shown in the
balance sheet at the lower of acquisition cost or market value.
The market price for investments in group or associated companies, or other traded securities
that are not publicly listed is calculated as the theoretical book value, plus the acquisition
goodwill remaining at balance date.
The difference between the acquisition cost and the net book value of the subsidiary and
associated companies at the time of acquisition is recorded as goodwill, which is amortised
over a maximum period of twenty years, or in the case of highways or other types of
concessions, over the remaining life of the concession, given that this is the most appropriate
period for generating the resources required to recover the goodwill, to the extent that the
recovery is not realised through increases in the theoretical book value of the subsidiary
and associated companies.
Annual report
111
The allocation of provisions is made considering the evolution of the shareholders’ funds
of the associated company and in accordance with the General Accounting Plan and the
rules for the adaptation of the General Accounting Plan for highways, tunnels and other
toll routes for those highway concessionaire companies.
The Company undertakes currency hedges against exchange rate risks on investments to
significantly reduce or eliminate these risks, using the necessary financial instruments (see
note 4 e).
e) Deferred expenses
The amount shown in this entry corresponds to expenses arising from the operations
contracted in 2000 related to the acquisition of 48.6% of Grupo Concesionario del Oeste,
S.A. for a hedged amount of 120.6 million dollars (exchange rate hedge contracts on the
Argentine peso/US dollar and US dollar/Euro). These expenses are recorded monthly over
the 60 month period of the hedge.
The exchange rate differences that arise in the conversion of said operations to euros will
be recorded on the cancellation or final settlement of the hedge contracts.
With the decision to transfer the investment in Grupo Concesionario del Oeste, S.A. to the
subsidiary company ACESA, abertis has agreed to transfer the hedges detailed.
f) Other provisions
Pursuant to the prudence principle, the Company makes the provisions which it considers
necessary in relation to the inherent risks in the business (see note 10) which could affect
the company.
g) Provision for retirement and other personnel related liabilities
The Company has externalised, through an insurance policy, the fund which represents the
current value of its future payment obligations to employees, in respect of retirement
payments.
h) Trade and non-trade debtors and creditors
The debits and credits incurred in operations, whether or not produced in the ordinary
course of business, are recorded at nominal value, making the necessary valuation adjustments
to cover bad debt provisions. Amounts due within one year of balance date are classified
as short-term and amounts due after this date are considered long-term.
i) Corporation tax
The profit and loss account includes the charge for corporation tax, the calculation of which
incorporates the full amount of tax accrued for the year, the effect of timing differences
between the corporation tax assessment basis and book profit, and all credits or allowances
25 2003 Annual repor t and management repor t
112
Annual report
to which the Company is entitled. The corporation tax charge is calculated in accordance
with Note 13.
The Company pays tax on a consolidated basis together with other companies of the group,
in accordance with the legislation in force.
j) Foreign exchange differences
Transactions in currencies other than the euro are recorded at the exchange rate on the
transaction date. At the close of the financial year the company restates all foreign exchange
credits and debits using the official exchange rate at that date. Exchange rate differences
generated at close on transactions are recorded as a loss in the profit and loss account if
negative, or deferred till maturity in the case of profits. See the exchange rate hedging
transactions in note 4 e).
k) Accounting for income and expenses
Income and expenses are recorded on the accruals basis. That is, at the time the activity
occurs, irrespective of when the financial effect is realised.
l) Actions affecting the environment
Annually amounts outlaid in meeting legal requirements related to the environment are
recorded either as an expense or investment, depending on their nature. Amounts recorded
as an investment are amortised over their useful life.
No provision has been made for liabilities and expenses related to the environment, given
that no contingencies exist with respect to environmental protection.
m) Joint ventures
To account for operations undertaken as Joint Ventures, both in the balance sheet and the
profit and loss account, the method of proportional integration has been used, in accordance
with the General Accounting Plan.
NOTE 5. INTANGIBLE FIXED ASSETS
Annual report
113
The movement and balances of the accounts that make up intangible fixed assets during 2003
was as follows:
Computer software
Goodwill
Studies and projects
Other intangible
assets
Balance
31.12.02
Incorporation
due to merger
Increase
Decrease
Balance
31.12.03
36
-
668
-
8
7,823
-
3
229
-
157
-
(55)
218
-
7,823
(55)
-
770
3
Total cost
704
7,834
386
(110)
8,814
The changes in accumulated depreciation during the year were:
Computer software
Goodwill
Studies and projects
Other intangible
assets
Total amortisation
1
-
-
-
1
Balance
31.12.02
Incorporation
due to merger
Increase
Decrease
2
2,537
-
1
18
426
55
1
-
-
(55)
-
Balance
31.12.03
21
2,963
-
2
2,540
500
(55)
2,986
25 2003 Annual repor t and management repor t
114
Annual report
NOTE 6. TANGIBLE FIXED ASSETS
The movement in the balances that make up tangible fixed assets during 2003 were as follows:
Land and natural
resources
Buildings and other
constructions
Machinery and
vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Balance
31.12.02
Incorporation
due to merger
Increase
Decrease
Balance
31.12.03
699
8,021
242
32
7,687
3,017
-
-
2,355
4,988
175
-
2,355
316
273
2,950
-
182
75
-
258
93
11
-
(16)
3,038
(4,880)
8,311
-
492
(21)
(7,005)
(2,565)
(37)
11
3,295
861
247
-
2,950
Total
19,698
13,412
619
(14,524)
19,205
The changes in accumulated depreciation during the year are:
Buildings and other
constructions
Machinery and
vehicles
Tooling
Other installations
Furniture
Computer equipment
Balance
31.12.02
1,848
89
25
4,910
1,082
-
Incorporation
due to merger
Increase
Decrease
Balance
31.12.03
754
121
-
1,042
132
127
169
64
3
607
250
50
(1,715)
1,056
-
274
(18)
10
(4,645)
1,914
(956)
(33)
508
144
Total
7,954
2,176
1,143
(7,367)
3,906
The most important reductions during the year correspond to the sale of the former head
office of abertis (see note 14 c).
The following assets are fully depreciated:
Annual report
115
Machinery and vehicles
Other installations
Furniture
Computer equipment
Other fixed assets
Total gross book value
Amount
34
6
532
311
2
885
It is company policy to contract all the insurance policies considered necessary to cover all
possible risks that could affect tangible fixed assets.
NOTE 7. INVESTMENTS
The movements registered in the different entries under investments were:
Shareholdings in
subsidiary and
associated companies
Long-term loans
to group companies
Long-term share
portfolio
Long-term deposits
and guarantees
Other credits
Less: Provisions
Balance
31.12.02
Incorporation
due to merger
Increase
Decrease
Balance
31.12.03
2,732,060
1,369,506
326,274
(163,569)
4,264,271
530,354
180,000
11,483
(21,035)
700,802
-
2
-
7,513
58
-
5
-
-
7,513
65
6,252
378
(14)
6,616
(42,095)
(155,477)
(28,475)
3,501
(222,546)
Total
3,220,321
1,407,852
309,665
(181,117) 4,756,721
a) Shareholdings in subsidiary and associated companies
The detail of direct and indirect shareholdings in subsidiary and associated companies of
the group, together with the breakdown of their equity at 31 December 2003 or the latest
public information available, is provided in the Annex.
The main movements recorded are the following:
• Incorporation, due to the merger with AUREA, of the companies Aumar, S.A.U.C.E. (Aumar),
Autopistas de Puerto Rico, S.A. (APR), Compañía de Desarrollo Aeropuerto El Dorado, S.A.
(Codad), Gestión Integral de Concesiones, S.A. (Gicsa), Aurea Limited, Autopistas del Sol, S.A.
116
Annual report
25 2003 Annual repor t and management repor t
(Ausol), Concesionaria Vial de los Andes, S.A. (Coviandes), Infraestructuras y Radiales, S.A.
(Irasa), Concesiones de Madrid, S.A. (Concema), Autopista Trados-45, S.A., Autopistas de
León, S.A.C.E (Aulesa) and Pt Operational Services Limited (PTY), for a total amount of
1,369,506 thousand euros.
• Increase of the shareholding in Saba Aparcamientos, S.A. (hereinafter Saba) by 39.91%
for the amount of 134,377 thousand euros. With this acquisition abertis gained control
of 99.24% of the share capital, taking into account the effect of the amortisation of the
portfolio of own shares generated by the compulsory Public Takeover Offer made in 2003.
• Increase of capital of Abertis Telecom, S.A. for an amount of 180,917 thousand euros for
the acquisition of Retevisión I, S.A.U. and the subsequent capital increase.
• Three increases of capital for Abertis Logística, S.A. of 1,200 thousand, 660 thousand and
1,329 thousand euros, respectively. These increases were basically destined to the
incorporation and subsequent increases of capital of 60.03% in Sevisur Logística, S.A.
and 39.5% in Araba Logística, S.A.
• Increases of capital in Aulesa, Irasa and Concema for an amount of 6,019 thousand, 1,200
thousand and 483 thousand euros, respectively.
• Transfer to Acesa of the shareholding in Grupo Concesionario del Oeste, S.A. (Gco) in the
context of the transfer of this activity made in 2002 (140,589 thousand euros).
• Decrease in the value of the shareholding in Aumar as a consequence of refunding the
share premium for an amount of 22,980 thousand euros.
The provisions basically correspond to Autopistas del Sol, S.A. (147,549 thousand euros,
which represents 100% of the investment in the company), incorporated due to the merger
with Abertis Telecom, S.A. (50,594 thousand euros) and Codad (10,349 thousand euros).
b) Long-term loans to group companies
The long-term loans to group companies correspond to Acesa, Aumar and Iberacesa, with
all interest accrued at market rates (see note 12). These loans expire in 2015, 2009 and
2005, respectively.
NOTE 8. SHORT-TERM INVESTMENTS
The Company has credit lines with group companies for an amount of 1,044,100 thousand
euros with interest at market rates. The outstanding balance at 31 December 2003 was 575,346
thousand euros (see details in note 12).
NOTE 9. EQUITY
Annual report
117
The amount and movements in equity during 2003 were as follows:
Balance
31.12.02
1,036,890
115,553
554,526
Distribution
of result
for year
Increase
Other
in capital movements
Balance
31.12.03
-
-
-
538,771
464,137
(75,031)
140,387
18,281
58,244
8,460
182,817
(182,817)
(79,001)
79,001
-
-
-
-
-
-
-
-
-
1,575,661
579,690
479,495
158,668
66,704
329,017
329,017
(120,275)
(120,275)
Share capital
Share premium
Revaluation reserve
RDL 7/1996, of 7 June
Legal reserve
RD 1564/1989
Voluntary reserve
Profit for the year
Interim dividend
Total
2,009,416
(77,075)
927,877
208,742
3,068,960
a) Share capital
The share capital of abertis is made up of 525,220,358 shares that are entered in the
share register, each with a nominal value of 3 euros, being fully subscribed and paid up.
Of these, 488,183,992 are class A shares and 37,036,366 are class B preference shares
that have the same rights as ordinary shares and the right to a preference dividend to
be paid once to holders of those shares in 2007. The maximum amount of the preference
dividend corresponding to each preference share will be determined by the difference
between the reference price of 14.87 euros per share and the weighted average price of
the ordinary abertis shares in the quarter prior to the due date, with a maximum payment
of 4.25 euros per share.
At 31 December 2003 the most important shareholdings were the following:
Caixa d’Estalvis i Pensions de Barcelona (”la Caixa”) (1)
ACS, Actividades de Construcción y Servicios, S.A. (2)
Caixa d’Estalvis de Catalunya
Sitreba, S.L. (3)
21.05 %
11.82 %
5.69 %
5.50 %
44.06%
(1) Shareholding through the companies Caixa Barcelona Vida, S.A., Seguros y Reaseguros (11.84%), VidaCaixa, S.A.
de Seguros y Reaseguros (0.50%), Inversiones Autopistas, S.L. (7.75%) and CaixaHolding, S.A. (0.95%).
(2) Shareholding through Dragados Concesiones Infraestructuras (4.33%) and the rest by Inversora de Infraestructuras,
S.A.
(3) Sitreba, S.L. is a company owned by Unicaja (34.38 %), Cartera Participaciones Empresariales, S.L. (33.71 %),
Banco de Valencia, S.A. (27.27%) and Caja de Ahorros del Mediterráneo (4.64%).
118
Annual report
25 2003 Annual repor t and management repor t
All the shares of the Company are listed on the stock exchanges of Barcelona, Bilbao, Madrid
and Valencia, being traded on the Spanish electronic share trading platform (SIBE) and form
part of its Ibex 35 and Ibex Utilities indexes. At the same time, options on the shares of the
Company are traded on the options market of MEFF Renta Variable (Spanish Equities Futures
Exchange).
The Annual General Meeting on 8 April 2003 agreed to pay a final dividend for 2002 of
0.223 euros gross per share, representing a sum of 77,075 thousand euros. The general
meeting also approved an increase in capital of a nominal amount of 463,740 thousand
euros, by issuing 154,579,950 shares to cover the share exchange agreed in the merger
with AUREA (see note 1 b). The share premium totalled 464,137 thousand euros.
By agreement of the Extraordinary General Meeting held on 16 September 2003, the
Company increased capital through a bonus share issue, charged against the Revaluation
Reserve Account of Royal Decree law 7/1996, of 7 June, with one new share for every 20
existing shares, for an amount of 75,031 thousand euros.
The Board of Directors was authorised by the Annual General Meeting of 8 April 2003 to
increase share capital, through one or more capital issues, up to a maximum amount of
518,445 thousand euros, during the period up to 8 April 2008. This power remains fully
operative.
b) Revaluation Reserve of Royal Decree law 7/1996, of 7 June
This reserve originates from the revaluation of the tangible fixed tangible assets in the
balance sheet of the Company, by virtue of Article 5 in the above legislation.
With three years having passed since the balance date when the revaluation was made
without an examination by the Tax Administration, the revaluation operations are deemed
to be correct and the balance of the account accepted by the Tax Inspection, and accordingly
the balance is available for distribution to:
• Off-set book losses.
• Increase share capital.
• Create reserves freely available for distribution, ten years from the date of the balance
sheet containing the revaluation operations.
The balance of this account cannot be distributed, directly or indirectly, unless the capital
gain has been realised, with the understanding that this is the case when the revalued assets
have been fully amortised, transferred or written off the books. Given the Activity Transferred
from the subsidiary company ACESA in 2002, the requirement that the capital gain has
been realised can only be understood as such when the company acquiring the revalued
assets as part of the new activity has amortised those assets, transferred or written them
off the books.
c) Legal reserve
Annual report
119
In accordance with the Revised Text of the Companies Law, 10% of the annual profits
should go to the legal reserve so that this reserve reaches at least 20% of the capital. The
legal reserve cannot be distributed to shareholders unless the Company is wound up.
The legal reserve can be used for increases in capital, provided the funds used come from
the balance exceeding 10% of the capital at the increased amount.
Apart from the purpose mentioned above, if this reserve does not exceed 20% of the share
capital, it can only be used to compensate losses when there are no other reserves available
for this purpose.
NOTE 10. PROVISIONS FOR LIABILITIES AND EXPENSES
The movements of this balance during the year ended 31 December 2003 are as follows:
Other provisions
(see notes 4 f and 13)
Balance
31.12.02
42,419
Incorporated
due to merger
6,512
Allocations
(8,402)
Balance
31.12.03
40,529
NOTE 11. ISSUE OF BONDS AND LOANS WITH CREDIT INSTITUTIONS
The table below provides details of the position at the end of 2003.
2004
2005
2006
2007
2008
Bonds issued
Syndicated loans
Loans
Credit policies
-
63,107
-
- 170,000
94,658
-
45,000 110,000 151,000 150,000
-
-
-
-
-
-
394,554
55,076
362,710
Other
expiries
420,000
-
150,000
-
TOTAL
590,000
552,319
661,076
362,710
Total
812,340 309,658 173,107 151,000 150,000
570,000 2,166,105
Part of the loan and credit operations included as debts with credit institutions at 31 December
2003 (187,212 thousand euros long-term and 77,267 thousand euros short-term) were
arranged with associated credit institutions (shareholders of the Company that hold 5% or
more of the capital). Financial charges accrued on these operations with associated financial
entities during the year totalled 7,391 thousand euros.
25 2003 Annual repor t and management repor t
120
Annual report
The bond issues consist of 60 million euros at EURIBOR plus a margin of between 0.40 and
0.50, 180,000 thousand euros at 3.53%, 200,000 at 4.95% and 150,000 at EURIBOR plus 0.22.
The Company has contracted interest rate hedges for a total amount of 615,000 thousand
euros, of which 375,000 thousand euros are held with credit institutions associated to the
Company.
In 2004 the Company plans to refinance short-term loans.
NOTE 12. TRANSACTIONS AND BALANCES HELD WITH SUBSIDIARY AND
ASSOCIATED COMPANIES
The credit and debit balances that abertis had with subsidiary and associated companies at
31 December 2003 are the following:
Thousand euros
Investments
Long-term
Debtors
Short-term
509,319
180,000
-
-
-
-
-
-
-
11,483
-
-
-
-
-
700,802
193,796
24,352
123,068
702
32,261
2,787
-
-
-
41
13,466
184,614
13
-
246
575,346
Other
debts
355
45
-
-
-
3,201
-
988
33
-
2
-
71
-
8
4,703
Creditors
Long-term Short-tem
-
-
-
-
-
-
-
-
-
-
-
-
-
9,530
-
9,530
119
-
-
333
1,107
116
-
-
2,822
132
12,242
-
-
-
371
17,242
Acesa
Aumar
Aucat
abertis logística
abertis telecom
serviabertis
Holdaucat
Gco
Tradia
Iberacesa
Iberpistas
Retevisión
Saba
APR
Others
Total
As indicated in note 7 b), the Company has conceded a long-term loan to Acesa for an amount
of 509,319 thousand euros. At the same time, as indicated in note 8, the Company has credit
lines arranged with group companies with a limit of 1,044,100 thousand euros, at market
interest rates. At 31 December 2003 an amount of 575,346 thousand euros had been drawn
down.
The provision of services by abertis to group companies basically corresponds to corporate
and management services, for the following amounts:
Annual report
121
Thousand euros
Income
Interest
received
22,553
6,354
1,148
3,448
-
7
32
67
102
-
-
-
501
-
-
Share
capital
212,964
-
112,383
-
-
-
-
-
9,960
-
31,176
-
2,354
-
-
-
Expenses
Services
contracted
89
-
-
-
-
-
-
1,139
-
-
-
-
-
-
-
-
Services
provided
6,994
343
3,492
-
458
30
260
80
321
-
767
160
726
-
16
149
Acesa
Tradia
Aumar
abertis telecom
Aucat
Parc Logístic de la Zona Franca
abertis logística
serviabertis
Saba
Iberacesa
Iberpistas
APR
Codad
Retevisión
Aurea Ltd
Others
Total
13,796
34,212
368,837
1,228
NOTE 13. TAX POSITION
The Company calculates Corporation Tax on a consolidated basis, under Group No. 142/99,
as parent company, together with those subsidiary companies that meet the requirements
established in the tax regulations in force.
The reconciliation of the difference between the reported pre-tax profit in the accounts and
the profit subject to corporation tax for 2003 is the following:
Profit before tax
Permanent differences
Timing differences
Arising during the year
From previous years
Tax assessment base
Amount
309,715
(355,878)
1,358
(599)
(45,404)
122
Annual report
25 2003 Annual repor t and management repor t
The accrued corporation tax expense that appears in the profit and loss account of the Company
is calculated taking into account the following factors, in addition to the parameters to be considered
in the case of calculating tax for an individual company:
• Dividends from subsidiary companies that are consolidated, the adjustment in values and the
elimination of results for transactions between group companies that have been eliminated to
determine the consolidated tax assessment base are considered as permanent differences.
• The consolidated tax group has assumed the right to compensation for the negative tax base
generated by the Company in 2003, as well as the application of the deductions generated, with
the corresponding inter-group compensation having being recorded in the balance sheet.
The balance at 31 December 2003 of prepaid tax was 1,600 thousand euros, which corresponds
to the valuation differences between the tax criteria and accounting criteria for social security
contributions.
The deferred tax balance at 31 December 2003 was 5,789 thousand euros, which arises from
applying the cash criteria for tax purposes on income from operations with a forward price, and
the reinvestment of profit for Spanish companies that set up internationally, both arising in previous
years.
The amount of the deductions applied in 2003 is 3,357 thousand euros, for deductions associated
to dividends of subsidiaries, deductions for the reinvestment of extraordinary profits obtained in
the transfer of patrimony and deductions for donations made to approved entities under Law
49/2002.
The amount of income covered by the deduction for reinvestment was 13,805 thousand euros,
with the entire amount having been reinvested in different patrimony during 2003.
On 28 May 2003, the merger agreement was made public with the company abertis absorbing
Aurea, with the company consequently being dissolved without liquidation (see note 1 b).
This operation was made under the special tax regime of Chapter VIII of Title VIII of the Corporation
Tax Law.
Due to the merger by absorption, the absorbing company is attributed the entire patrimony of the
absorbed company under sole title, in line with the information and details provided in note 1 b)
to this annual report, incorporating the assets and liabilities for the same book values as listed in
the absorbed company and subrogating all tax rights and obligations related to the goods and
rights transferred.
During 2002, the Company was involved in various company transactions where it opted for the
application of the special tax regime of Chapter VIII of Title VIII of the Law of Corporation Tax. The
information on these transactions is provided in the annual report for 2002. These operations were
as follows:
• The non-monetary transfer of the branch of activity to Acesa (see note 1 a).
• The increase of the Company share capital, to cover the share exchange established in the Public
Takeover Offer made by the Company for the shares in the company Ibérica de Autopistas, S.A.
• The increase in share capital of the subsidiary company Abertis Logística, S.A. (previously
Annual report
123
called Acesa Promotora Logística, S.A.), subscribed by the Company through the non-monetary
transfer of shares in distinct subsidiary and associated companies.
The Company has tax inspections open for the last four years for each of the taxes that it is
subject to. The Company has been issued the corresponding assessments from the inspection
based on examinations made between 1989 and 1993 and for 2000, of a partial nature and in
a consolidated fiscal regime, which the Company has signed in disagreement. These assessments
have been appealed and are pending the decision of the authorities. The eventual impact on the
Company’s capital that could result, once the outcome of the appeal is known, is adequately
provisioned.
Furthermore, due to possible differences of interpretation of the tax rules applicable in some
operations, there could be tax liabilities of a contingent nature that are difficult to quantify.
Nevertheless, the amount of tax that might be payable would not have a material impact on
the Company’s Annual Accounts.
NOTE 14. INCOME AND EXPENSES
a) Net income
abertis operates in four sectors of activity: highway concessions, car parks, logistics and
services, and telecommunications, indirectly through its shareholdings in other companies,
whereby its income corresponds basically to dividends and the provision of services to
group companies.
b) Personnel
The size of the average workforce during 2003 was as follows:
Permanent staff
Temporary positions
Total
c) Extraordinary results
100
1
101
The extraordinary income basically corresponds to capital gains on the sale of the former
head office (15 million euros). The extraordinary expenses basically correspond to portfolio
allocations (see note 7).
NOTE 15. ENVIRONMENTAL INFORMATION
At 31 December 2003, abertis, as the parent company of the Group, did not have significant
assets dedicated to the protection and improvement of the environment, nor had it incurred
expenses of this nature during the year. At the same time, it has not received any subsidies
of an environmental nature during the year to 31 December 2003.
25 2003 Annual repor t and management repor t
124
Annual report
NOTE 16. OTHER INFORMATION ON BOARD MEMBERS
In accordance with the provisions of article 127 ter. 4 of the Companies Law, included by
Law 26/2003, of 17 July, which amended Law 24/1988, of 28 July, of the Securities Market,
and the Revised Text of the Companies Law, aimed at increasing the transparency of listed
companies, the companies with the same, similar or of a complementary nature to the
defined business activity of the Company in which members of its Board of Directors have
shareholdings, as well as the functions that they carry out, if applicable:
Holder
Company
held
Activity
Shareholding
Functions
Caixa Catalunya
Túnel del Cadí, S.A.C.
Highway concession
3.55 % Board member
Retevisión Móvil, S.A.
Telecommunications
2.10 % -
Dragados
Concesiones de
Infraestructuras, S.A.
Autovía de la Mancha, S.A.
Bidelan Guipuzkoako
Autobideak, S.A.
Guadalquivir Sociedad
Concesionaria de la
Junta de Andalucía
Guadalmetro, S.A.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
SCL Terminal
Aeropuerto Santiago, S.A.
Infrastructure
Concession
Sociedad Concesionaria
Autopista Central, S.A.
Sociedad Concesionaria
Vespucio Norte
Express, S.A.
Aerocali, S.A.
Ferrocarriles del Norte
de Colombia, S.A.
Aeropuertos Mexicanos
del Pacífico, S.A. de C.V.
MBJ Airports LTD
Road Management
A13 PLC
Road Management
Services (Darrington)
Holding Ltd.
Batwena Platinum
Corridor Concesionaire
Ltd.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
66.67 % -
50.00 % -
27.83 % -
14.78 % -
48.00 % -
54.00 % -
33.33 % -
66.00 % -
28.16 % -
35.00 % -
25.00 % -
25.00 % -
25.00 % -
Activity
Shareholding
Functions
Annual report
125
Holder
Company
held
Dragados Obras
y Proyectos, S.A.
Autopista del Henares,
C.E.S.A.
Ferrocarriles del Norte
de Colombia, S.A.
Scutvias-Autoestradas
da Beira Interior, S.A.
Aufe, S.A.
Aunor, S.A.
Concesionaria
Vial del Sur, S.A.
Semacar, S.A.
Autopistas del Sol, S.A.
Ángel García
Altozano
ACS, Actividades de
Construcción
y Servicios, S.A.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Construction
and services
2.00 %
-
5.32 %
-
6.65 %
-
78.00 %
-
85.00 %
-
25.00 %
-
55.00 %
-
8.33 %
-
0.0113 %
Executive
Managing
Director
Board
member
Saba Aparcamientos. S.A.
Car Parks
0.0000055 %
Grupo Dragados,
S.A. / ACS
Unicaja
Accesos a Madrid
C.E.S.A.
Autopista Central
Gallega C.E.S.A.
Autopista del Henares,
C.E.S.A.
Ruta de los Pantanos, S.A.
Autopistas del Sol, S.A.
Carmelton Group Ltd.
Concesionaria Vial
de los Andes, S.A.
Ferrocarriles del Norte
de Colombia, S.A.
Rutas del Pacífico, S.A.
Scutvias-Autoestradas
de Beira Interior, S.A.
Ausur Servicios
de la Autopista, S.A.
Autopista del Sol
Concesionaria
Española, S.A.
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Logistics
Infrastructure
Concession
15.75 %
-
13.32 %
-
35.00 %
-
25.00 %
-
8.18 %
-
40.00 %
-
0.96 %
-
5.32 %
-
50.00 %
-
26.65 %
-
5.00 %
15.00 %
Board
member
Board
member
25 2003 Annual repor t and management repor t
126
Annual report
Holder
Unicaja
Company
held
Autopista del Sureste,
Concesionaria Española
de Autopistas, S.A.
Inversora de Autopistas
del Sur, S.L.
Autopista Madrid Sur
Concesionaria
Española, S.A.
Sociedad Unipersonal
Infrastructure
Concession
Infrastructure
Concession
Infrastructure
Concession
Activity
Shareholding
Functions
5.00 %
10.00 %
10.00 %
(Indirecta,
Inversora de
Autopistas del
Sur, S.L.)
24.50 %
Board
member
Board
member
Board
member
Board
member
Board
member
Board
member
Board
member
Board
member
Board
member
Sociedad Municipal
de Aparcamientos
y Servicios, S.A.
Car Parks
Sevisur Logística, S.A.
Logistics
10.00 %
Red de Banda Ancha
de Andalucía, S.A.
Auna Operadores de
Telecomunicaciones, S.A.
Telecommunications
10.00 %
Telecommunications
1.99 %
Islalink, S.A.
Telecommunications
13.70 %
Val
Telecomunicaciones, S.L.
Telecommunications
4.46 %
With respect to positions or functions, excluding those held in companies in which abertis,
has a direct or indirect investment, the Members of the Board of Directors are also Board
Members or members of the management team of the following companies with activities
that are the same, similar or of a complementary nature to the Company’s business:
Board Member
Company
Isidro Fainé Casas
Telefónica, S.A.
Ángel García Altozano
Broadnet Consorcio, S.A.
Sonae Indústria SGPS
Position or function
Deputy Chairman
Chairman
Board member
Pablo Vallbona Vadell
ACS, Actividades de Construcción y Servicios, S.A.
Deputy Chairman
In addition, one of the principal activities of Grupo Dragados, S.A./ACS, Dragados Concesiones
de Infraestructuras, S.A. and Dragados Obras y Proyectos, S.A. is the promotion, management
and operation of transport infrastructures.
NOTE 17. OTHER INFORMATION
Annual report
127
a) Annual remuneration of the directors for their service as members of the Board of Directors
of the Company is fixed as a share in the liquid profits. It can only be paid out once the
payment of dividends and transfers to reserves that the Law establishes are covered, and
it should not exceed, under any circumstances, two percent of the profits. The Board of
Directors may distribute this sum amongst its members in the form and amount it decides.
Overall remuneration paid to directors of abertis (formerly Acesa Infraestructuras, S.A.),
as members of the Board of Directors, totalled 1,503 thousand euros in 2003, which is less
than the statutory limit.
As indicated in notes 1 b) and 13 of this annual report, the merger between Acesa
Infraestructuras, S.A. and AUREA was made public on 28 May 2003, but was effective for
accounting purposes from 1 January 2003. Consequently, during the year two Boards of
Directors co-existed, the board of abertis (formerly Acesa Infraestructuras, S.A.) and the
board of AUREA.
Overall remuneration received by board members of abertis (formerly Acesa Infraestructuras,
S.A.) totalled 2,950 thousand euros, which is broken down into board fees (475 thousand
euros), expenses (1,503 thousand euros), contributions to cover pension plans (965 thousand
euros) and life insurance (7 thousand euros).
Overall remuneration received by board members of AUREA totalled 2,152 thousand euros,
which is broken down into board fees (511 thousand euros), expenses (126 thousand euros),
statutory obligations (430 thousand euros), life insurance (3 thousand euros) and other
remuneration (1,082 thousand euros).
b) At 31 December the Company has guarantees with third parties for a total amount of
129,690 thousand euros, which principally correspond to guarantees given by financial
institutions to Public Administrations for certain commitments (investments, operation of
services, etc.) contracted by subsidiary and associated companies. It is not considered that
these guarantees can lead to unexpected material liabilities.
c) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. for auditing services
and other services provided to the companies of the group totalled 167 thousand euros.
The fees received during the year for other services provided to the company for other
companies trading under the name PricewaterhouseCoopers totalled 170 thousand euros.
NOTE 18. SUBSEQUENT EVENTS
The Board of Directors of abertis approved, on 27 January 2004, the proposed merger through
the absorption of Iberpistas, S.A. by the Company which will be submitted to the respective
annual general meetings for shareholder approval in the first four months of 2004, effective
from 1 January 2004 for accounting purposes. abertis holds 99.8% of the share capital of
Iberpistas S.A.
25 2003 Annual repor t and management repor t
128
Annual report
NOTE 19. SOURCE AND APPLICATION OF FUNDS
(thousand euros)
Source
Resources from operations
Net profit for the year
Charge for depreciation of fixed assets
Charge to investment provision
Charge for amortisation of deferred expenses
Charge to reversion fund
Losses on intangible assets
Losses on fixed assets
Pension fund and other personnel liabilities
Charge to provision for expenses and liabilities
Deferred income
Profit from investments
Profit from fixed assets
Capital increase for merger
Provision for liabilities and expenses due to merger
Increase in long-term creditors due to merger
Long-term debt
Bonds
Loans
Transfer of assets
Intangible fixed assets
Fixed assets
Investments
Other creditors
Net reduction of long-term assets due
to transfer of activity
2003
2002
329,017
2,826
28,475
5,241
0
0
5
0
0
0
(3,501)
(15,243)
346,820
927,877
6,512
346,839
350,000
60,102
50
22,400
184,618
2,511
182,817
5,134
34,222
6,032
27,505
0
0
0
151
334
(13,041)
(80)
243,074
226,662
0
0
0
696,354
0
117
37,253
0
0
3,047,185
Total sources
2,247,729
4,250,645
Annual report
129
Application
Acquisition of fixed assets
Start-up costs
Intangible fixed assets
Tangible fixed assets
Investments
Group companies
Other financial investments
Long-term loans to group companies
Increase in assets due to merger
Increase in investments due to transfer of activity
Dividends
Provision for liabilities and expenses
Net reduction of long-term assets due to transfer of activity
2003
2002
1,104
386
619
322,921
383
11,483
1,424,487
0
197,350
8,402
0
170
1,261
18,230
968,886
285
530,354
0
1,647,127
144,147
2,519
1,375,868
Total applications
1,967,135
4,688,847
Excess sources over applications /(Applications over sources)
Increase/(Decrease) of working capital
280,594
(438,202)
Change in working capital
Increase/(Decrease) current assets
Inventories
Receivables
Short-term investments
Treasury
Payments and accruals
(Increase)/Decrease current liabilities
Short-term creditors
Change in working capital
0
(1,351)
383,817
2,333
(2)
384,797
(2,372)
(74,743)
109,706
(1,514)
(47)
31,030
(104,203)
(469,232)
280,594
(438,202)
25 2003 Annual repor t and management repor t
ANNEX
130
Annual report
Direct shareholdings
(thousand euros)
Company
Registered
Office
Activity
Share
Auditors holding capital
%
Reserves (less Result for Value of
interim dividend) year
Dividends
shareholding received
Serviabertis,
S.L.
Av. Parc Logístic, Management
12-20. Barcelona
services
-
100.00
3
-
7
3
-
Highway operations
Av. Parc Logístic,
Autopistas,
C.E.S.A. (ACESA) 12-20. Barcelona
Toll highway
concessionaire
PwC
Autopistas
Aumar
S.A.U.C.E.
(AUMAR)
Aurea Limited
Paseo de
la Alameda,
36. Valencia
Toll highway
concessionaire
PwC
180 Strand,
London
(United Kingdom) concessionaire
Holding
company in
Other
auditors
Iberpistas, S.A.
Pío Baroja, 6.
Madrid
Toll highway Other
concessionaire auditors
Gestión Integral Montalbán, 5.
de Concesiones, Madrid
S.A. (GICSA)
Infrastructures -
admin. and
management
Autopistas de
León, S.A.C.E.
(AULESA)
Villadangos del
Páramo. Ctra.
Santa María del
Páramo. León
Autopistas de
Puerto Rico y
Compañía, S.E.
(APR)
Montellano
Sector embalse.
San Juan
(Puerto Rico)
Autopista
Trados-45, S.A.
(TRADOS-45)
Ctra. M-203,
PK 0,280.
Madrid
Toll highway Other
concessionaire auditors
Infrastructures Other
concessionaire auditors
Infrastructures PwC
concessionaire
100.00
876,465
578,572
215,381
1,647,187
212,963
100.00
419,643
460,410
129,092
991,587
112,383
100.00
14,188
173
1,842
23,363
-
99.80 173,547
37,311
38,112
648,227
31,176
99.98
60
133
271
60
79.20
34,642
11,940
(690)
43,168
75.00
1,179
(570)
642
4,640
50.00
29,900
3,770
6,419
47,872
Autopista del
Sol, S.A.
(AUSOL)
Concesionaria
Vial de los
Andes, S.A.
(COVIANDES)
Leonardo N Alem. Toll highway
986, piso 4.
Buenos Aires
(Argentina)
concessionaire
PwC
45.16
33,925
(51,265)
(14,696)
147,548
(**)
Infrastructures Other
concessionaire auditors
39.04
7,872
38,631
7,373
17,789
Carrera Novena,
126-91.
Santafé
de Bogotá
(Colombia)
Pt Operational
Services
Limited (PTY)
1 Lavender Road. Operation and Other
Bon Accord 009. maintenance
auditors
Pretoria
(South Africa)
Concesiones de Av. Europa, 18.
Madrid, S.A.
(CONCEMA)
Alcobendas.
Madrid
Infrastructures Other
concessionaire auditors
Infraestructuras Golfo de
y Radiales, S.A.
(IRASA)
Salónica, 27.
Madrid
Infrastructures Other
admin. and
auditors
management
33.30
0
332
1,170
-
25.00
28,798
2,663
3,203
21,977
22.49 (*)
7,092
58,468
(11,432)
10,473
This Annex forms an integral part of note 7 to the 2003 annual accounts, and it should be read in conjuntion with the latter.
-
-
-
-
-
-
-
-
-
Direct shareholdings
(thousand euros)
Registered
Office
Activity
Auditors holding
%
Share
capital
Reserves (less Result for Value of
interim dividend) year
Dividends
shareholding received
Company
Car Parks
Annual report
131
PwC
99.24
18,243
98,474
13,065
231,199
9,960
Av. Parc Logístic, Car parks
Saba
Aparcamientos, 12-20. Barcelona
S.A. (SABA)
Logistic Services
Abertis
Logística, S.A.
Av. Parc Logístic, Development,
12-20.
Barcelona
logistics and
technical
support
Telecommunications
Abertis
Telecom, S.A.
Av. Parc Logístic, Telecommunication -
12-20. Barcelona services
Airports
Compañía de
Desarrollo
Aeropuerto
Eldorado, S.A.
(CODAD)
Carrera, 13
nº 93-40.
Santafé de
Bogotá
(Colombia)
Construction and Other
maintenance of
airports
auditors
-
100.00
47,500
10,117
(554)
56,995
-
-
100.00
300,000
23,798
(14,638)
326,432
85.00
15,635
21,578
(8,655)
45,751
2,355
Foreign currency amounts converted at official euro exchange rate at close.
(*) abertis direct shareholding: 15%. Indirect through Iberpistas and Avasa: 7.4%.
(**) abertis does not have additional commitments with respect to Ausol apart from the investment.
4,264,271
368,837
This Annex forms an integral part of note 7 to the 2003 annual accounts, and it should be read in conjuntion with the latter.
25 2003 Annual repor t and management repor t
132
Annual report
Indirect shareholdings
(thousand euros)
Company
Registered
Office
Activity
Auditors holding
indirect holding
% indirect Company that owns
Share
capital
Reserves (less
interim dividend)
Result for
year
Through AUTOPISTAS, C.E.S.A.
Acesa Italia,
S.R.L.
Via delle
Quattro
Fontane,15.
Rome (Italy)
Holding
company in
concessionaire
Schemaventotto, Calmaggiore, 23. Holding
S.p.A.
Treviso (Italy)
company in
concessionaire
PwC
100.00 Acesa
166,341(3)
4,080 (3)
1,190 (3)
Other
auditors
12.83 Acesa Italia,
S.R.L.
445,536 (3)
902,730 (3)
45,209 (3)
Autostrade,
S.p.A. (1)
Via A. Bergamini, Toll highway
50. Rome
concessionaire
(Italy)
Other
auditors
(6) 7.98 Schemaventotto,
S.p.A.
621,289 (4)
1,502,947 (4)
345,482 (4)
Av. Parc Logístic, Toll highway
12-20. Barcelona concessionaire
PwC
100.00 Acesa
96,160
19,925
18,490
Autopistes de
Catalunya, S.A.
(AUCAT)
Autopistas-
Conces.
Espanhola,
SGPS, S.A.
Iberacesa, S.L.
Rua General
Norton de
Matos 21-A.
Arquiparque
Algés Oeiras
(Portugal)
Pº Castellana,
51. Madrid
Alazor
Inversiones, S.A.
Accesos de
Madrid, C.E.S.A.
Rozabella, 6.
Las Rozas.
Madrid
Rozabella, 6.
Las Rozas.
Madrid
Holding
company in
concessionaire
Holding
company in
concessionaire
Holding
company in
concessionaire
-
-
100.00 Acesa
50 (3)
-
(37) (3)
99.90 Acesa /
Iberpistas
32,229
6,898
313
Other
auditors
23.32 Iberacesa, S.L.
190,500
Toll highway
concessionaire
Other
auditors
23.32 Alazor
Inversiones
190,500
Isgasa, S.A.
Av. Parc
Logístic,12-20.
Barcelona
Technical
engineering
services
-
99.90 Iberacesa, S.L.
61
853
229
Tacel
Inversiones, S.A.
Hórreo, 11.
Santiago de
Compostela
Holding
company in
concessionaire
Other
auditors
17.98 Iberacesa, S.L.
30,250
Toll highway
concessionaire
Other
auditors
17.98 Tacel
Inversiones
30,250
Toll highway
concessionaire
PwC
Toll highway
concessionaire
Other
auditors
48.60 Acesa
22,070
(13,347)
3,080
37.19 Acesa
105,504
6,320
2,086
Autopista
Central Gallega,
C.E.S.A.
Hórreo, 11.
Santiago de
Compostela
Grupo
Concesionario
del Oeste, S.A.
(GCO) (5)
Ruta Nacional,
nº7, km 25.92.
Ituzaingó
(Argentina)
Túnel del Cadí,
S.A.C.
Carretera de
Vallvidrera a
St. Cugat, km 5.3.
Barcelona
-
-
-
-
-
-
(552)
(557)
This Annex forms an integral part of note 7 to the 2003 annual accounts, and it should be read in conjuntion with the latter.
Indirect shareholdings
(thousand euros)
Annual report
133
Company
Autopista
Terrassa-
Manresa,
Autema,
Concessionària
de la Generalitat
de Catalunya, S.A.
(AUTEMA)
Brisa,
Auto-estradas
do Portugal,
S.A. (2)
Activity
Auditors holding
indirect holding
% indirect Company that owns
Toll highway
concessionaire
PwC
22.33
Acesa
Share
capital
81,894
Reserves (less
interim dividend)
Result for
year
(3,170)
6,848
Registered
Office
Gran Via de
les Corts
Catalanes, 680.
Barcelona
Other
10.00
Acesa
600,000 (4)
588,754 (4)
62,827 (4)
concessionaire auditors
Quinta da Torre Toll highway
da Águila,
Edificio Brisa,
2785-589.
Sao Domingos de
Rana (Portugal)
Through IBERPISTAS, S.A.
Autopista
A-6, S.A.
Pío Baroja, 6.
Madrid
Toll highway
concessionaire
Other
auditors
99.80
Iberpistas
50,000
108,000
42,705
Pío Baroja, 6.
Ibermadrid de
Infraestructuras, Madrid
S.A.
Study,
promotion and
construction of
civil work
infrastructures
-
99.80
Iberpistas
500
(154)
6
Iberavasa de
inversiones, S.L. Madrid
Pío Baroja, 6.
Holding
company
Other
auditors
99.80
Iberpistas
24,207
12,342
10,226
Pío Baroja, 6.
Castellana de
Autopistas, S.A. Madrid
Concesionaria
del Estado
Proconex, S.A.
Pío Baroja, 6.
Madrid
Promoción de
Autopistas
Chile Limitada
Gestora
de Autopistas,
S.A. (GESA)
Santiago
de Chile
Santiago
de Chile
Toll highway
concessionaire
Other
auditors
99.80
Iberpistas
46,800
187,248
343
-
99.80
Iberpistas
100
(1,074)
1,204
Operation of
subleased
service areas
Toll highway
Other
concessionaire auditors
99.80
Iberpistas/
Proconex
1,434
1,172
186
Toll highway
concessionaire
Other
auditors
50.90
Promoción
de Autopistas
Chile Limitada
1,041
646
354
Barrio de
Autopistas
Vasco-Aragonesa, Anuntzibai, s/n
C.E.S.A. (AVASA) 48410. Orozco.
Vizcaya
Toll highway
concessionaire
Other
auditors
Áreas de
servicio y
mantenimiento,
S.A.
Autopista A 68, Management
and operation
km 6. Vizcaya
of infrastructure
concessions
-
49.90
Iberavasa, S.L.
234,000
10,361
40,088
49.90
Avasa
600
643
(3)
This Annex forms an integral part of note 7 to the 2003 annual accounts, and it should be read in conjuntion with the latter.
25 2003 Annual repor t and management repor t
134
Annual report
Indirect shareholdings
(thousand euros)
Company
Registered
Office
Vasco-Aragonesa Barrio de
de Servicios
y Concesiones,
S.A.
Anuntzibai,
s/n. Vizcaya
Activity
Auditors holding
indirect holding
% indirect Company that owns
Share
capital
Reserves (less
interim dividend)
Result for
year
Inactive
-
49.90
Avasa
110
4
1
Santiago
de Chile
Toll highway
concessionaire
PwC
24.95
Iberpistas
71,186
11,270
6,674
Sociedad
Concesionaria
del Elqui, S.A.
(ELQUI)
Through AUREA LIMITED
Road
Management
Group (RMG)
130 High Street Toll highway
Old Woking.
Surrey
(United Kingdom)
concessionaire
Other
auditors
Through INFRAESTRUCTURAS Y RADIALES, S.A.
25.00
Aurea Limited
35,946
53,910
10,797
Autopista del
Henares,
S.A.C.E.
(HENARSA)
Golfo de
Salónica, 27.
Madrid
Toll highway
concessionaire
Other
auditors
22.49
Infraestructuras
y Radiales
96,700
329,850
(961)
Golfo de
Erredosa
Infraestructuras, Salónica, 27.
S.A.
(ERREDOSA)
Madrid
Through SABA
Parbla, S.A.
Sabino
Arana, 38.
Barcelona
Spel-Sociedade Lugar do
de Parques de
Espino Via
Estacionamento, Norte. Porto
S.A. (SPEL)
(Portugal)
Societat
Pirenaica
d’Aparcaments,
S.A. (SPASA)
Pau Casals, 7.
Andorra la Vella.
Principat
d’Andorra
Societat
d’Aparcaments
de Terrassa,
S.A. (SATSA)
Saba Italia,
S.p.A.
Plaça Vella,
subsuelo.
Terrassa
Via delle
Quattro
Fontane, 15.
Rome (Italy)
Administration Other
and management auditors
of infrastructures
22.49
Infraestructuras
y Radiales
61
(2)
(1)
Car parks
-
99.24
Saba
3
1,225
(53)
Car parks
PwC
99.24
Saba
6,000
102
(479)
Car parks
-
89.64
Saba
301
-
127
Car parks
PwC
87.37
Saba
7,746
353
739
Car parks
PwC
59.54
Saba
28,600
7,358
(3,645)
Rabat
Parking, S.A.
Rue de Larache, 8 Car parks
Rabat
(Morocco)
-
50.61
Saba
1,879
(162)
(166)
This Annex forms an integral part of note 7 to the 2003 annual accounts, and it should be read in conjuntion with the latter.
Indirect shareholdings
Annual report
135
(thousand euros)
Company
Registered
Office
Activity
Auditors holding
indirect holding
% indirect Company that owns
Share
capital
Reserves (less
interim dividend)
Result for
year
Through ABERTIS LOGÍSTICA
Sevisur
Logística, S.A.
Moratín, 1.
Sevilla
Construction
and operation
of logistics
parks
Parc Logístic
de la Zona
Franca,
S.A. (PLZF)
Areamed
2000, S.A.
Av. Parc Logístic, Promotion
2-10. Barcelona
and operation
of logistics
parks
Via Augusta,
21-23.
Barcelona
Operation
of service
areas
Araba Logística, Olaguibel, 2.
S.A. (ARASUR)
Vitoria
Construction
and operation
of logistics
parks
Centro
Intermodal
de Logística,
S.A. (CILSA)
Portal de la Pau, Promotion
6. Barcelona
and operation
of logistics
parks
-
60.03
Abertis
Logística
3,000
-
(59)
Other
auditors
50.00
Abertis
Logística
23,742
(732)
1,151
Other
auditors
50.00
Abertis
Logística
-
39.50
Abertis
Logística
70
5,122
2,486
3,000
-
(52)
Other
auditors
32.00
Abertis
Logística
15,467
24,366
981
Through ABERTIS TELECOM
Difusió Digital Motors, 392.
L’Hospitalet
Societat de
de Llobregat.
Telecomunica-
cions, S.A.
Barcelona
(TRADIA)
Retevisión I,
S.A.U.
Gran Via
de les Corts
Catalanes,
130-136.
Barcelona
Operator of
telecommunications
infrastructures
PwC
100.00
Abertis
Telecom
131,488
(25,283)
(7,746)
Other
Operator of
telecommunications auditors
infrastructures
100.00
Abertis
Telecom
81,270
(*)
123,003
(4,810)
Adquisición de Motors, 392.
emplazamientos, L’Hospitalet
de Llobregat.
S.L. (ADESAL)
Barcelona
-
Operator of
telecommunications
infrastructures
100.00
Tradia
3
-
Torre de
Collserola, S.A.
Ctra. de
Vallvidrera
al Tibidabo, s/n.
Barcelona
Construction and
operation of
telecommunications
infrastructures
PwC
36.00
Retevisión I
12,020
563
-
-
Foreign currency amounts converted at official euro exchange rate at close.
(1) The shares of Autostrade, S.p.A. are listed on the Milan stock exchange. The weighted average price for the last quarter of 2003
was 12.91 euros. At the end of the year the price was 13.93 euros.
(2) The shares of Brisa, Auto-estradas do Portugal, S.A. are listed on the Lisbon stock exchange. The weighted average price for the
last quarter of 2003 was 5.22 euros. At the end of the year the price was 5.30 euros.
(3) Information at 31 December 2002.
(4) Information at 30 June 2003.
(5) The shares of Gco are listed on the Argentina stock exchange. The weighted average price for the last quarter of 2003 was 1.26
euros. At the end of the year the price was 1.6 euros. The company holds 57.6% of the voting rights.
(6) Shares pledged as guarantee for a loan granted to Schemaventotto, S.p.A. to buy the shareholding in this company.
(*) Includes the increase in capital made pending inscription in the Mercantile Register.
This Annex forms an integral part of note 7 to the 2003 annual accounts, and it should be read in conjuntion with the latter.
136
Annual report
25 2003 Annual repor t and management repor t
ABERTIS INFRAESTRUCTURAS, S.A.
MANAGEMENT REPORT FOR 2003
2003 has been especially marked by the merger of Acesa Infraestructuras and Aurea Concesiones
de Infraestructuras, which gave rise to abertis, one of the leading European operators in the
management of infrastructures serving mobility and communications.
This year has been the Company’s first full year of activity as parent of an important group
of business investments created by the merger, which basically operate in the sectors of
highway concession, car parks, infrastructure for logistics and telecommunication infrastructures.
The objective of the Group is to continue to provide shareholders a balanced portfolio of
investments in the stated sectors, that ensures an adequate combination of low risk, growth
and return. In this sense, the following events in 2003 can be highlighted:
•
•
•
In the highways sector, the incorporation of all the concessions from Aurea in abertis,
which include Aumar (one of the main national concessions), as well as a series of
shareholdings in other important projects nationally and internationally. During 2003 the
following toll highways in which abertis participates were opened: A-6 connection with
Segovia (Castellana de Autopistas), Radial 2 Madrid-Guadalajara (Henarsa) and Silleda-
Lalín stretch (Autopista Central Gallega). Also of note in the highway sector was the increase
of the indirect holding in the Italian concessionaire Autostrade from 3.8% to 8.0%. In the
interests of optimising the Group structure, the shareholding in Grupo Concesionario del
Oeste was transferred to Acesa and Holdaucat was merged with Aucat (100% owned by
Holdaucat).
In the car park sector, abertis has acquired 40% of Saba, raising its shareholding to
99.2% of the capital. Saba has acquired 50% of the Portuguese company Spel to gain
100% control of the company, and has continued its international expansion with new
projects in Italy and Portugal.
In the infrastructure for logistics sector, highlights include the development of two new
logistics projects in which abertis participates in Álava and Seville, the full occupation and
consolidation of the Parc Logístic de la Zona Franca and the positive evolution of the
associated company Cilsa which, having developed and achieved full occupation in ZAL
Barcelona, has begun to develop ZAL Prat.
• Lastly, of note in the sector of telecommunication infrastructures was the acquisition of
Retevisión Audiovisual concluded at the end of the year and the acquisition of 5% of Tradia
to gain 100% control.
All these transactions, linked to the good performance of the rest of the business and activities,
have been reflected positively in the figures and results for the year, and in turn they establish
the bases for growth in the years ahead.
The balance sheet of abertis clearly reflects its position as parent of the Group, largely
consisting of the portfolio of shareholdings on the assets side and financing of these investments
through equity and debt on the liabilities side.
Annual report
137
The profit and loss account of the parent company abertis in 2003 is not comparable with
2002, given that the 2002 figures include six months concessionary activity until this branch
of activity was transferred to Acesa in June 2002 and the 2003 figures include greater activity
due to the merger.
In 2003 the profit and loss account basically shows the transfer of the results generated in
the different companies of the Group, through the dividends’ policy, as well as the costs derived
from the corporate structure and financing the investments in subsidiary and associated
companies. The profit for the year rose to 329 million euros, representing an 80% increase
on the previous year (up 8.3% compared to the aggregate figures of Acesa and Aurea in that
year) and in turn, ensures the dividend yield policy of abertis.
As in recent years, abertis has maintained its dividend policy, that combines the distribution
of dividends with an annual increase of capital through a bonus share issue of one share for
every 20 held, allowing it to offer one of the highest dividend yields in the market. The proposed
distribution of the profit for 2003 to be put to the annual general meeting proposes a total
dividend of 237,399 thousand euros, represented by the interim dividend already paid and the
final dividend.
In the interests of optimising the corporate structure of the Group, the Board of Directors of
abertis approved, on 27 January 2004, the merger by absorption of Iberpistas, S.A. (99.8%
shareholding), which will be submitted for the approval of the respective annual general
meetings in the first four months of 2004, and if approved, will be effective for accounting
purposes from 1 January 2004.
The Company expects all business units to continue to make a positive contribution in 2004,
accentuated by the progressive contribution of all the new projects and the latest incorporations
in the Group. The dividend policy is also expected to be maintained.
The Company has not traded, directly or indirectly, in its own shares.
www.abertis.com