Abertis Infraestructuras S.A. Annual Report 2004

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FY2004 Annual Report · Abertis Infraestructuras S.A.

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Annual Report 2004

Key data
(million euros)

Consolidated

Total assets

Equity

Provisions

Debt

Operating income

EBITDA - Gross operating margin (1)

Operating profit

Net profit attributed to parent

2000

4,091

1,721

816

2001

4,267

1,765

897

1,154

1,227

550

385

296

163

710

476

359

172

2002

6,459

2,033

1,402

2,521

794

534

402

195

2003

9,685

3,107

2,320

3,611

1,283

915

695

355

2004

9,940

3,318

2,493

3,516

1,534

1,043

743

467

Average number of employees

2,897

3,209

3,990

4,617

5,504

Parent company

Net profit

Total dividends

156

125

165

132

183

156

329

237

361

264

(1) Operating income (excluding activation) less operating expenses (excluding depreciation and provisions).

What resources are used?

Resources
abertis Group - Distribution of assets

Human resources
Average workforce

Fixed assets

Other assets

Current assets

12,000

10,000

8,000

6,000

4,000

2,000

6,000

5,000

4,000

3,000

2,000

1,000

2000

2001

2002

2003

2004

2000

2001

2002

2003

2004

The group’s assets exceed 9,900 million euros

An workforce team of more than 5,500

Increase due to inclusion of retevisión.
Fixed assets, basically in highways and other
assets under concessions, represented 84.1%
of total assets.

The growth of the group has seen the average
workforce grow from 2,897 in 2000 to 5,504
in 2004.

(Please turn over)

What are the financial resources?

What is obtained?

abertis Group - Breakdown of liabilities

Profit attributed to parent company

Equity

Provisions for liabilities
and expenses

Debt

Other liabilities

12,000

10,000

8,000

6,000

4,000

2,000

500

400

300

200

100

2000

2001

2002

2003

2004

2000

2001

2002

2003

2004

Balanced financial structure

Equity, which exceeds 3,300 million euros,
represents 33% of total liabilities and debt
is 35%. The provisions for liabilities and
expenses, which basically correspond to the
reversion fund, exceed 2,400 million euros.

Profit has increased from 163 million euros
in 2000

The Group’s growth has been compatible with
increasing profits. The profit of 467 million euros
represents a rise of 31.6% compared to 2003.

How are profits distributed?

How is it valued?

Total dividends

Evolution abertis vs Ibex 35
(Base 31/12/99 = 100)

300

250

200

150

100

abertis shere price

IBEX 35

220

200

180

160

140

120

100

2000

2001

2002

2003

2004

2000

2001

2002

2003

2004

One of the highest dividend yields

abertis: excellent performance

With a final dividend of € 0.25 per share, total
dividends in 2004 exceed 264 million euros
(11.3% more than 2003), with the policy of
a steady and sustainable dividend payout being
maintained.

The shares of abertis rose 42% in 2004.
This increase is in addition to the rises
recorded in the four previous years, with an
accumulated increase of 114% in this five year
period. Only three of the 35 companies in
the Ibex Index have recorded annual increases
in these five years, with abertis being one
of them.

The Ibex 35 rose 17.4%, but continues to
remaning below its closing level of 1999
(change over last five years: -22%).

Significant events of the year

1st quarter 2004

• abertis completes through bonus share issue approved in April

• Approval from the boards of directors of abertis and iberpistas
for the merger of the two companies (effective for accounting
purposes from 1 January 2004).

• Award of the Alicante Ring Road concession for a period

of 36 years to a consortium in which abertis holds a 25%
share.

• Inauguration of the R-3 and R-5 radials of Madrid in which

abertis holds 23.3% under concession until 2049.

• Bond issue of €450 million to insitutional investors with

a 10 year maturity and coupon of 4.75%.

2nd quarter 2004

• The Ordinary Shareholders’ Meeting of aber tis approves

the 2003 the financial statements for 2003 a final dividend
of € 0.223 per share, the bonus share issue against profits
of one new share for changed every 20 shares held and
the merger by absorption with iberpistas.

for 78.8 million euros.

• Sale by Schemaventotto (in which abertis holds 12.83%)

of 10% in Autostrade to institutional investors, reducing its
shareholding from 62.2% to 52.2% and generating a capital
gain for abertis of 60 million euros. The indirect shareholding
of abertis in Autostrade fell from 7.98% to 6.69%.

• Autostrade sells 4.98% that it held in abertis to “la Caixa”

and ACS in equal amounts, generating capital gains for abertis
(through its shareholding in Autostrade) of 10 million euros.

• saba acquires 100% of two car parks in Chile through

Saba Chile.

• The international credit agency Standard & Poor’s assigns
an “AA-“ classification to abertis with Outlook stable.

• abertis increases its international presence in the sustainability
indexes on being included in the Dow Jones Sustainability World
index and remaining, for its second year, in the Dow Jones
Sustainability Index Stoxx.

• Barcelona City Council and saba agree on a new rate

4th quarter 2004

structure charging by 5 minute intervals, the introduction
of automatic tellers and a rate increase. In addition, saba agree
to make investments in the areas of safety and environmental
control and obtained an extension on the concession for
4 car parks until 2016.

• Acquisition by saba of a concession of 4 car parks in Santiago

de Chile until 2035 with a possible 6 year extension.

• On 5 May payment of the final dividend for 2003 was made,

for a total sum of 117 million euros.

• abertis and iberpistas conclude their merger with the share

exchange fixed as one Class A abertis share for each Iberpistas
share. Due to the small number of shares to be exchanged,
no specific capital increase was made. Instead treasury stock
was exchanged (prior authorisation being given for the acquisition
by the Shareholders’ Meeting).

3rd quarter 2004

• The international credit agency Fitch Ratings mantains
its “A+” classification for abertis and an “F1” rating for
short-term debt.

• Approval of Ausol APE. The Acuerdo Preventivo Extrajudicial
(out-of-court settlement agreement) (APE) is approved and
signed between Ausol and its creditors whereby Ausol
reduced its debt from 599 to 382 million dollars, the
conditions on the debt were revised and it ceded 30%
of its share capital to the former bondholders. As a result of
this operation, abertis saw its shareholding in Ausol reduced
from 45.2% to 31.6%.

• Agreement of Xfera with the Ministry of Industry with

respect to the new plan to launch UMTS whereby the guarantees
presented by Xfera are reduced from 468 to 176 million
euros.

• retevisión increases its shareholding in Torre de Collserola

to 41.75%, becoming the core shareholder.

• Distribution of interim dividend for 2004 of 0.229 euros

per share.

• abertis increases its shareholding in Schemaventotto,

acquiring the 0.5% shareholding of the Portuguese highway
operator Brisa. Following this operation, the indirect shareholding
of abertis in Autostrade increased to 6.95 %.

• abertis concludes a private placement of bonds on the US

market of 600 million dollars, with maturities of 7, 10, 12, 15
and 20 years and an equivalent cost of the interbank interest
rate plus 35 basis points.

• abertis approves a fixed income debt program for 700 million

euros, to be issued during 2005.

• Agreement of Working Group on Reordering Tolls of Catalonia
with the approval of a new system for rate revisions, a new
discount based on peak hour traffic and a new system of
discounts based on individual use.

• ACDL (with 90% held by abertis and 10% by Aena Internacional)

acquired in December 2004 29% of TBI and launched a
public takeover offer for 100% of the capital. TBI is a British
airport operator that manages, under concession or ownership,
8 international airports (including London Luton, Cardiff and
Belfast). In January 2005 the public takeover offer was concluded,
with ACDL securing 100% of the capital.

• The Board of Ministers meeting on 30 December agreed to

modify the National Technical Plan for Digital Television before
summer 2005, to assign as soon as possible the frequencies
currently free for new programs, to begin the broadcast of new
programs with state coverage in autumn 2005 and brought
forward the limit for the transition to Terrestrial Digital Television
(from 2012 to 2010).

Annual Report 2004

Index

Chairman’s Letter

Governing Bodies

1.1. Board of Directors

1.2. Delegated Board Committees

1.3. Management Team

1.4. Business Units

Strategy

Structure and Activity

3.1. Structure

3.2. Human Resources

3.3. Activity for the year

Highways

Car parks

Logistic services

Telecommunication infrastructures

Airports

3.4. Economic performance for the year

Consolidated figures

Parent company figures

abertis on the Stock Exchange

4.1. Stock market conditions

4.2. abertis shares

4.3. Evolution of share capital - Share issues

4.4. Dividend and shareholder yield

4.5. Shareholders

4.6. Significant shareholdings

4.7. Market information

Financial Information

5.1. Consolidated Annual Accounts

Consolidated Management Report

Consolidated Auditor’s Report

5.2. Parent Company Annual Accounts

Parent Company Management Report

Parent Company Auditor’s Report

004

010

011

012

013

015

018

019

021

023

035

038

041

045

046

048

052

054

055

056

058

108

111

114

115

004 Chairman’s Letter

Annual Report 2004

Chairman’s Letter

005

Dear Shareholders,

Once again I have the opportunity to address you in the Annual Report of abertis on the performance for 2004.
This year has been characterised fundamentally by a positive evolution of activity across the different business sectors
and also by the firmness with which we have progressed towards the consolidation of two areas in our Group
–telecommunications infrastructures and airports– through the completion and initiation of corporate operations that
consolidated our strategy of growth in new activities.

Throughout the year the financial markets and the indices that abertis forms part of have evaluated our performance
very favourably and at year end our share price had increased by 42%. The Board of Directors has raised the normal
dividend and recommended a final dividend of €0.25 gross per share to the Shareholders’ General Meeting, making
a total dividend of €0.479 per share for 2004, charged against profits for the year. The dividend amount exceeds
264 million euros, which represents an increase of 11%, due to the higher final dividend and the larger number of
shares following the bonus share issue of 1 new share for every 20 shares held, in line with the established policy
of abertis on shareholder return.

The Spanish macroeconomic setting where our activity is carried out has been characterised by dynamic internal
demand, which was up 4.2% on the previous year, and stable growth in construction activity, at a level of 4.4%, which
has played an important role in the growth of the Spanish economy. The Gross Domestic Product (GDP) in Spain grew
by 2.7% in 2004.

The world economy in 2004 recorded its highest growth rate in the last thirty years, at 5%, according to the IMF. The
two world economic motors, the United States and China, have shown an enviable rhythm of growth, acting in a near
perfect tandem: the United States has been consuming and investing at a stable rhythm and high level for more than
one year and China acts as the second world supplier for the North American giant, after Canada. The negative surprise
comes from Japan, which has experienced a slowdown in its growth. The European Union continues to have low
growth rates and only the United Kingdom and France stand out, amongst the large European economies, with growth
rates of 3.1% and 2.3% in 2004.

In this macroeconomic situation, abertis has made a net profit of 467 million euros in 2004, which represents an
increase of 31.6% over the previous year. Excluding the impact of the one-off capital gains of 70 million euros, derived
from the shareholdings in Italy, the net profit would have been 397 million euros, up 11.8% on 2003.

The acquisition of the British airport operator TBI is not included in the profit and loss account of abertis for 2004,
as the public takeover offer made to acquire this company was completed in 2005 and at the close of the financial
year the investment in TBI by the consortium ACDL –90% abertis and 10% Aena– represented 29.2% of the airport
operator, so it was included in the 2004 consolidated accounts by equity accounting.

Operating income rose 20% to 1,543 million euros. This growth reflects the positive performance of the combined
activities and in particular the highway sector, where the Average Daily Traffic indicator (ADT) showed a 3.4% increase,
rising to 28,283 vehicles for the combined highway network of abertis in Spain. Internationally, the performance of the
Argentinean concessionaire of abertis, GCO, is notable with a 12.5% increase in traffic. The highway activity represents
74% of total income for the business group. The increase in income also reflects the inclusion of retevisión in the
consolidation scope since December 2003.

006 Chairman’s Letter

In the other business sectors, activity has also evolved favourably, as you will see outlined in this Annual Report.
This performance, together with the policies of efficiency employed throughout the year and the notable increase
in one-off capital gains previously mentioned in Italy, resulted in gross operating earnings before interest, tax,
depreciation and amortisation (EBITDA) in 2004 of 1,043 million euros, an increase of 14% on the figure for 2003.
Net cash flow was 706 million euros, an increase of 19%.

Strategy and growth

Our business model is based on the main objective of continuing to provide our shareholders with a balanced
combination of investments that simultaneously provide low risk, growth and profitability, and the maintenance
of a policy of solid and sustainable dividends.

New investments for growth are selected in accordance with four key elements of interest to abertis: investments
in the area of infrastructure management; in businesses that offer a long term perspective and provide an opportunity
to have a significant presence in the decision-making bodies; investments that show the potential for development
through the employment of management knowledge that abertis has built up over time, and finally, investments
in projects where the risks and expected cash flows can be clearly estimated at the outset.

The events show that we have strictly followed these principals during 2004. Beyond the organic growth of our more
mature businesses, namely the highway and car park sectors, this year we have dedicated our efforts to the growth
and consolidation of those business areas that were only timidly announced a little over eighteen months ago, but
now provide low risk, growth, profitability, future perspective and long term vision. With these new investments we
must be able to take advantage of the Company’s capacities in the management of infrastructures, incorporating other
business, not as traditional as highways, so that they gain a greater dimension to complement those businesses that
today are the motor of resource generation.

In this regard, in the telecommunication infrastructures area the full incorporation of retevisión in the structure of
abertis telecom was important in 2004. From 1 January 2004 we worked hard on its integration so that tradia and
retevisión can develop their full growth potential in the future, with maximum efficiency, both through international
expansion and the development of services for closed user groups using specific networks. In addition, abertis telecom
is actively working on the development of digital TV and radio with the aim of promoting the launch of DTT in Spain.

With respect to new investments, this year has been marked by the public takeover offer made in November for the
British airport operator TBI by the company Airport Concessions and Development Limited (ACDL), the consortium
between abertis (90%) and Aena (10%). The operation was completed in 2005 with TBI being delisted from the
London Stock Exchange and the process concluded with the compulsory purchase of minority shareholdings (squeeze
out). The acquisition of the airport operator represents the entry of abertis in 14 international airports -8 under
ownership or concession and 6 under management for government or local authorities- and the incorporation of more
than 18 million clients around the world.

With this operation, at a cost of 788 million euros, (709 million for 90%) abertis undertook a significant investment
opportunity that allows it to gain critical mass in the airport sector, strengthen its position as a manager of all types
of infrastructures and maintain a policy of solid and sustainable growth in shareholder return.

Projections for 2005 indicate that the acquisition of TBI will increase turnover of abertis by 17%, whilst consolidating
activity in the airport sector, which will be similar in scale to Telecommunication Infrastructures, representing some 15%
of income.

Annual Report 2004

Chairman’s Letter

007

The alliance of abertis with Aena will provide us with valuable knowledge in airport sector management, which we
consider strategic to confirm our leadership as a global manager of infrastructures for mobility and communications.
Without a doubt, we are preparing for the future with this operation.

In any event, TBI also represents an essential step in our process of internationalisation. Now we must work with the
mentality, ambition and projection of a multinational company.

We have also moved forward in the international expansion in the car park area, centred primarily in the Latin American
market (Chile), with the acquisition of six car parks located in Santiago de Chile and Concepción. This is a milestone
that reaffirms the effort made by saba in its international expansion over the last five years, investing in a country
where abertis is already present in the highway sector. We have strengthened our car park projects in Italy and
Portugal, with significant improvements in their results and new investments, primarily in Italy. In 2005, saba has taken
control of 100% of its Italian subsidiary, Saba Italia, after purchasing the 40% share held by Autostrade. The car park
sector represents 6% of income for abertis.

With respect to new investments and projects in the highway sector, the award of the 36-year concession on the
Alicante Ring Road, which can be extended to 40 years, to a consortium in which abertis holds 25% through aumar,
is particularly important.

In the area of logistic infrastructures, this has been a year of development for projects at different stages of maturity,
located in Barcelona, Alava and Seville. Of special note were the works carried out in Zal Seville, which constructed
Phase I with 32,000 square metres of warehousing in 2004. Similarly, work has commenced at the platform in Álava,
Arasur, on levelling for the first phase.

Corporate Governance and Social Responsibility

abertis has also published the corresponding annual reports on Social Responsibility and Corporate Governance.

The Social Responsibility Report has been prepared following the criteria established by the Global Reporting Initiative
(GRI), an organisation that has established the guide to reporting on economic, environmental and social performance,
and the number of indicators employed by abertis has even increased, providing evidence of the real willingness that
social responsibility is an efficient instrument for the overall management of the entire Group, which proposes and
promotes the incorporation of best practices for each business unit.

As for Corporate Governance, in 2004 all the regulatory instruments that comply with the working framework of the
various governance bodies of the Company have been put into practice. The Annual Corporate Governance Report has
been prepared strictly in accordance with the new model, whereby it is comparable in form to the other listed companies.

Finally I wish to express my thanks to management, employees and suppliers for their dedication. And to you, the
shareholders, for your confidence. We will carry on working so that we continue to deserve your confidence in the future.

Isidre Fainé, Chairman of abertis

Governing Bodies

1.1. Board of Directors

1.2. Delegated Board Committees

1.3. Management Team

1.4. Business Units

010 1. Governing Bodies - 1.1. Board of Directors

1.1. Board of Directors

The members of the Board of Directors of abertis, at the time of preparing the 2004 Annual Accounts 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)

Caixa d’Estalvis de Catalunya, represented by Josep Mª Loza Xuriach

Comunidades Gestionadas, S.A., represented by Antonio Garcia Ferrer

Enrique Corominas Vila

Dragados, S.A., represented by Demetrio Ullastres Llorente

Maria Isabel Gabarró Miquel

Carlos Godó Valls

Miguel Ángel Gutiérrez Méndez

Ernesto Mata López

Enric Mata Tarragó

Vasco de Mello

Jorge Mercader Miró

José Luis Olivas Martínez

Ramón Pascual Fontana

Unicaja, represented by Braulio Medel Cámara

Miquel Roca Junyent (Secretary, Non Board Member)

Juan A. Margenat Padrós (Deputy Secretary, non-board Member)

In 2004 the following have ceased to act as Board Members: Julio de Miguel Aynat,
Grupo Dragados, S.A., Dragados Concesiones de Infraestructuras, S.A.,
Gilberto Benetton and Jordi Aristot Mora.

Annual Report 2004

1. Governing Bodies - 1.2. Delegated Board Committees

011

1.2. Delegated Board Committees

Executive Committee

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)

Caixa d’Estalvis de Catalunya, represented by Josep Mª Loza Xuriach

José Luis Olivas Martínez

Miquel Roca Junyent (Secretary, Non-Board Member)

Juan A. Margenat Padrós (Deputy Secretary, Non-Board Member)

In 2004 the following have ceased to act as Committee Members:
Dragados Concesiones de Infraestructuras, S.A.and Julio de Miguel Aynat

Audit And Control Committee

Ernesto Mata López (Chairman)

Caixa d’Estalvis de Catalunya, represented by Josep Mª Loza Xuriach

Enrique Corominas Vila

Juan A. Margenat Padrós (Secretary)

Nomination And Remuneration Committee

Jorge Mercader Miró (Chairman)

Maria Isabel Gabarró Miquel

Ángel García Altozano

Juan A. Margenat Padrós (Secretary)

012 1. Governing Bodies - 1.3. Management Team

1.3. Management Team

Chief Executive Officer: Salvador Alemany Mas

Company Secretary: Juan Arturo Margenat Padrós

Director of Legal Services: Marta Casas Caba

Managing Director of Corporate Management: Josep Martínez Vila

Director of Operational Development: Manuel Cruzado de la Hera

Director of Investment Analysis: David Díaz Almazán

Director of Tax Planning: José María García Martín

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

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

Managing Director of serviabertis: Josep Padrós Busquets

Deputy Managing Director of Infrastructures and Technical Services: Juan Rodríguez de la Rubia

Director of Administration and Purchasing: Manuel Cruces Socasau

Director of Corporate Organisation and Systems: Jordi Pujol-Xicoy Gimferrer

Annual Report 2004

1. Governing Bodies - 1.4. Business Units

013

1.4. Business Units

Highways

Director of International Highways: Jordi Graells Ferrández

Managing Director Catalonia-Aragon (acesa and aucat): Lluís Serra Serra

Managing Director East-South (aumar): Américo Jiménez Rodríguez

Managing Director Centre-North (iberpistas): José María Morera Bosch

Car parks

Managing Director of saba: Joan Font Alegret

Logistic services

Managing Director of abertis logística: Joaquim Gay de Montellà Ferrer-Vidal

Telecommunication infrastructures

Managing Director of Business and Operations abertis telecom: Tobías Martínez Gimeno

Managing Director of Development and Resources abertis telecom: Josep Canós Ciurana

Airports

Managing Director of Airports: Miquel Puig Raposo

Strategy

Annual Report 2004

2. Strategy

015

2. Strategy

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 whith a balanced combination of
investments that ensures:

• An appropriate combination of low risk, growth

and return

To achieve this, the selection of its investments is
based on the following key lines:

• Area of infrastructure management

• Commitment to long-term investment, ensuring
a significant presence in the decision-making
bodies

• Contributing to the management knowledge that

• Maintenance of a solid and sustainable dividend

abertis has built up historically

policy

•

Involvement in projects where the overall risks
and expected cash flow can be clearly estimated
at the outset

In the Social Responsibility Report and the
Corporate Governance Report included together
with this Annual Report, the actions of the Group
in these areas are outlined in detail.

whilst developing an organisation model that:

• Seeks excellence in the quality of service to its

clients

• Brings wealth and well-being to the area where

its activities are carried out

• Strives for adequate integration and projection

of its employees within the organisation

• Dedicates special attention to the requirements
of transparency in matters concerning Corporate
Governance

Structure and Activity

3.1. Structure

3.2. Human Resources

3.3. Activity for the year

Highways

Car parks

Logistic services

Telecommunication infrastructures

Airports

3.4. Performance for the year

Consolidated figures for abertis

Figures for the parent company abertis

018 3. Structure and Activity - 3.1. Structure

3.1. Structure

Corporate Services

Abertis Infraestructuras
serviabertis
A.I. Finance BV

Subsidiary companies

Highways

acesa
aumar
iberpistas
aucat
castellana
Aulesa
GCO
APR
Gesa
Proconex

Car Parks

Logistic Services

Telecommunications

Airports

abertis logística
Sevisur

abertis telecom
retevisión
tradia

TBI
Codad

saba
Parbla
Saba Italia
Spel
Saba Chile
Spasa
Satsa
Rabat

Joint venture companies

Highways

Avasa
Trados 45

Associated companies

Car Parks

Logistic Services

Telecommunications

Airports

Parc Logístic
Areamed 2000

Highways

Car Parks

Logistic Services

Telecommunications

Airports

Cilsa
Arasur

Torre de Collserola

Túnel del Cadí
Autema
Accesos de Madrid
Concema
Henarsa
Central Gallega
Ciralsa
Autostrade
Brisa
Coviandes
Ausol
RMG
Elqui

Annual Report 2004

3. Structure and Activity - 3.2. Human Resources

019

3.2. Human Resources

The abertis Group has become increasingly
complex with the incorporation of new businesses.
In this context, an employee team willing to
participate in the construction of a common project
becomes an essential factor in order to achieve the
business objectives. At the same time as the abertis
Group has been growing in size, it has also become
more diverse. The contribution of diverse cultural
awareness, fruit of the mergers and acquisitions
in recent years, is a competitive advantage that we
should know how to capitalise on. Furthermore, the
necessity already noted last year to perfect the
levels of coordination and identify synergies, has
continued to be the key for some of the initiatives
developed this year, through the collaboration of
the Business Units, serviabertis and abertis.

Some of these initiatives, which are the result of
the combined work of the Business Units,
serviabertis and abertis, are outlined below:

Internal communication

Establishment of an Internal Communication Plan
designed to support the integration of the different
sensitivities of the abertis Group, seeking an
increase in internal cohesion. It also endeavours to
boost the information flow between the companies
and organisational structures of the Group so that
it is more dynamic and relevant, as well as
establishing an open and accessible communication
model.

Rule book

Development of rules that give the abertis Group
a frame of reference designed to clarify and
establish decision making areas and actions in the
relationships between the different organisational
structures of the Group, and consequently the
relationships between employees.

Human Resources Information System

Management by objectives system

This year the Process of Management by Objectives
and Evaluation of Achievements has been extended
to all companies in the abertis Group with the aim
of improving results and the development of
employees. The intention is to encourage a culture
of dialogue, personal responsibility and continuous
improvement. The process is oriented, not just to
ward the achievement of specified quantitative
objectives, but also seeks to align employees with
the desired values, through the evaluation of
individual performance.

Designed to give the abertis Group an infrastructure
for the management of common processes in
Human Resources, providing a technological
platform that enables the directors of Human
Resources and other directors to manage their
teams with greater agility, allowing faster and more
effective decision making in matters related to the
management and development of employees.

Global position structures

The implementation of a common methodology
and language has been sought for the abertis Group
to standardise the process of position descriptions
and classifications in the workplace. With this
common base we simplify the comparative analysis
between the different Business Units regarding the
structure of positions, whilst facilitating the
harmonious development of remuneration policies
and providing the companies with a base on which
they can build competence models.

020 3. Structure and Activity - 3.2. Human Resources

Vision, Values and Model of Governance

corporation, to facilitate its evolution as a cohesive
group. Consequently, this process aims to:

Begun in the last quarter of 2004, the Proyecto
de Reflexión Organizativa (Organisational Reflection
Project) of abertis, PROA, considers questions of
particular relevance, due to the growth experienced
by the abertis Group and the significant increase
in organisational complexity. In short, the project
seeks to clarify and promote the new Corporate
Values of the Group, redefining them in a simple
and clear manner to create the basic pillars and
guiding principles for management of the entire

•

Identify the new core elements of the common
Group vision that are used to build the corporate
structure, covering the strategic objectives and
management styles of the Group.

• Adjust the Group’s Governance Model to optimise
the management framework and the relationship
between Corporate Services and
the Business Units.

Evolution of average number of employees

abertis

serviabertis

acesa Group

iberpistas Group

aumar

Aulesa

Trados 45

saba Group

abertis telecom Group

abertis logística Group

Codad

Total (1)

2004

112

2,014

499

643

899

1,295

2003

101

1,951

669

665

920

257

5,668

4,741

(1) The total average staffing level does not coincide with the figures provided in the notes to the Annual Accounts due to

criteria for consolidated accounts (5,504 employees in 2004).

During 2005, ACDL (90% owned by abertis) has
completed the public takeover offer for the shares
of the TBI group, obtaining 100% of the capital. Its
employees were not included in the calculation of
average number of employees above. Taking TBI
into account, average number of employees would
increase by almost 2,000 employees.

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

021

3.3. Activity for the year

A summary of the contribution made by each sector of activity to the key operating figures is shown
below.

Contribution to operating income and EBITDA by sectors:

Operating income

1%
Logistics

6%
Car Parks

74%
Highways

2004

EBITDA

0%
Logistics

3%
Car Parks

86%
Highways

2004

Operating income by origin:

95%
National

2004

17%
Telecommunications

1%
Logistics

2%
Airports

7%
Car Parks

85%
Highways

2003

9%
Telecommunications

1%
Logistics

2%
Airports

5%
International

3%
Car Parks

92%
Highways

2003

94%
National

2003

5%
Telecommunications

2%
Airports

2%
Telecommunications

2%
Airports

6%
International

The inclusion of retevisión at the end of 2003 has
changed the relative weight of the contribution of
the telecommunications sector, also increasing the

weight of business in Spain. The inclusion of the
figures of TBI (and their resulting impact on the
current contributions) will not take effect until 2005.

022 3. Structure and Activity - 3.3. Activity for the year

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

023

Highways

The business unit for the operation of highway
concessions continues as the main activity of
abertis and represents 74% of the total operating
income and 86% of EBITDA.

The Group manages important concessions at both
national and international levels. The current
portfolio of concessions presents an excellent
combination, both geographically and in terms of
project maturity (from mature concessions to
projects under construction or in the initial phase of
activity), which ensures a balanced combination of
future cash flows for shareholders.

At the national level, the highways business unit is
structured into three geographical areas, headed by
the operators that historically have been the main
companies in Spain: Catalonia-Aragon area through
acesa, Centre-North area through iberpistas and
East-South area through aumar.

Direct or shared management

Catalonia - Aragon

Centre-North

East - South

International

acesa

aucat

iberpistas

castellana

Aulesa

Proconex

Avasa

Trados 45

aumar

GCO

APR

Gesa

Other shareholdings

Catalonia - Aragon

Centre-North

East - South

International

Túnel del Cadí

Autema

Concema

Ciralsa

Accesos de Madrid

Henarsa

Central Gallega

Autostrade

Brisa

Coviandes

Ausol

RMG

Elqui

024 3. Structure and Activity - 3.3. Activity for the year

Spain

In Spain, abertis directly manages more than
1,500 km of highways, which represents 60% of
the national toll highway network in operation.

Aulesa
Central Gallega

Avasa

acesa
Túnel del Cadí
Autema

acesa
aucat

Santiago

Alto de
Santo Domingo

León

Astorga

Bilbao

Zaragoza

Segovia

Adanero

Ávila

Guadalajara

Madrid

Navalcarnero

Arganda del Rey

La Jonquera

Palafolls

Barcelona

Tarragona

Seville

Cadiz

iberpistas
castellana
Concema
Trados 45
Accesos de Madrid
Henarsa

Valencia

Alicante

aumar
acesa

aumar

Direct or shared management

Other shareholdings

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

025

Aulesa
León-Astorga (AP-71): 38 km

Central Gallega
Santiago-Alto de Sto. Domingo
(AP-53): 57 km

Santiago de
Compostela

AP-53

Silleda

Alto de
Sto. Domingo

Ourense

León

Villadango

Hospital
de Órbigo

Astorga

AP-71

aumar
Seville-Cadiz (AP-4): 94 km

Seville

AP-4

Jerez de la
Frontera

Cadiz

Direct or shared management

Other shareholdings

026 3. Structure and Activity - 3.3. Activity for the year

acesa
Montgat-Palafolls (C-31/C-32): 49 km
La Jonquera-Barcelona (C-33/AP-7): 150 km
Montmeló-El Papiol (AP-7): 27 km
Túnel del Cadí
Túnel del Cadí (C-16): 30 km
Autema
Sant Cugat-Manresa (C-16): 48 km

La Jonquera

C-16

Túnel de Cadí

AP-7

Girona

Manresa

C-16
Sant Cugat
del Vallès
El Papiol

Hostalric

AP-7

Montmeló

Palafolls

Arenys de Mar

Mataró
Montgat
C-33

Barcelona

C-31/C-32

acesa
Barcelona-Tarragona
(AP-2/AP-7): 100 km

AP-2

Martorell

Vilafranca
del Penedès

AP-7

Tarragona

El Papiol

Mediterrani

El Vendrell
Torredembarra

Barcelona

aucat
Castelldefels-El Vendrell
(C-32): 58 km

Gavà

C-32

Castelldefels

El Vendrell

Sitges

aumar
Tarragona-Alicante (AP-7): 374 km

Tarragona

L'Hospitalet
de l'Infant

Peñíscola

Castellón

Villareal

Valencia

AP-7

Gandia

Benidorm

Alicante

Direct or shared management

Other shareholdings

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

027

Avasa
Bilbao-Zaragoza (AP-68): 294 km

Bilbao

Vitoria
Gasteiz

Armiñón

Logroño

AP-68

Tudela

Zaragoza

acesa
Zaragoza-Mediterráneo
(AP-2): 216 km

Alfajarín

Zaragoza

AP-2

Lleida

Montblanc

Mediterrani

iberpistas
Villalba-Adanero (AP-6): 70 km
castellana
Villacastín-Ávila (AP-51): 23 km
San Rafael-Segovia (AP-61): 28 km
Concema
M-45 Stretch I: 14 km
Trados 45
M-45 Stretch II: 15 km
Acceso Madrid
Madrid-Arganda del Rey (R-3): 33 km
Madrid-Navalcarnero (R-5): 53 km
Henarsa
Madrid-Guadalajara (R-2): 81 km

Adanero

AP-61

AP-51

Ávila

Navalcarnero

Segovia

AP-61
San Rafael

Villalba

Madrid

R-5

R-2

Guadalajara

R-3

Arganda del Rey

M-45
Stretch II

M-45
Stretch I

Direct or shared management

Other shareholdings

028 3. Structure and Activity - 3.3. Activity for the year

Highways under direct or shared management

Concessionaire

% holding

End concession

Catalonia – Aragon Area

Montgat-Palafolls (C-31 / C-32)
Barcelona-La Jonquera (AP-7)
Barcelona-Tarragona (AP-7)
Montmeló-El Papiol (AP-7)

Zaragoza-Mediterráneo (AP-2)
Castelldefels-El Vendrell (C-32)

Centre-North Area

Villalba-Adanero (AP-6)

Villacastín-Ávila (AP-51)
San Rafael-Segovia (AP-61)

León-Astorga (AP-71)

Bilbao-Zaragoza (AP-68)

Stretch II (M-45)

East-South Area

Tarragona-Alicante (AP-7)

Seville-Cadiz (AP-4)

acesa

100%

2021

aucat

100%

2039

iberpistas

castellana

Aulesa

Avasa

Trados 45

100%

79.2%

50.0%

2031-2036

2055

2026

2029

aumar

100%

2019

49
150
100
27

216
58

23
28

294

374

1,534

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

029

Activity

In general, the evolution of activity on the main
concessions of the Group has been positive, with
all of them recording increases in traffic. The
comparable combined average daily traffic (ADT)
(acesa, aucat, aumar, iberpistas and Avasa) reached
28,283 vehicles, up 3.4% on the previous year.

Key data for the highway companies under direct or shared management

Concessionaire

acesa

aumar

iberpistas

castellana

aucat

Aulesa

Avasa

Trados 45

ADT
2004

39,569

24,141

30,301

5,327

28,922

Var.

2.7%

3.5%

5.3%

5.7%

5.2%

Operating
income

537,567

325,282

101,646

7,474

79,033

3,749

(12.3%)

4,117

Thousand euros

Var.

6.0%

7.0%

9.0%

19.0%

9.0%

(4.0%)

EBITDA

414,304

275,325

80,258

3,215

66,359

1,601

13,503

73,969

5.1%

0.7%

127,936

8.0%

104,054

21,853

12.0%

20,465

Var.

7.0%

5.0%

36.0%

9.0%

(6.0%)

9.0%

14.0%

The other concessions under direct management
(castellana, Aulesa and Trados 45) are in the early
phase of their activity, so their data do not reflect
the real level of future activity. castellana
inaugurated the Ávila- Villacastín stretch in
November 2002 and the San Rafael-Segovia
stretch in April 2003. In addition, Trados 45 (under
shadow toll) and Aulesa opened to traffic in April
and December 2002, respectively.

During 2004 construction work has begun on the
third tunnel of Guadarrama on behalf of castellana.
This is an important project that will allow capacity
to increase on the AP-6 highway and the corridor
of access from the centre of the Peninsula to the
north-east of Spain (Castilla-León, Asturias and
Galicia).

The companies of the abertis Group are investing
in the implementation of dynamic toll systems,
tele-toll, both for light and heavy vehicles, which
will lead to a better service for clients due to its
speed and convenience.

030 3. Structure and Activity - 3.3. Activity for the year

Volume of business

The national highway concessions under direct
management represent 72.1% of the Group’s total
operating income, reaching 1,107 million euros,
6% more than the previous year.

This increase is due to the positive evolution
of activity on the national highways previously
mentioned.

The EBITDA of those highways was 893 million
euros, an increase of 8% compared to 2003.

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

031

Other shareholdings

abertis also has shareholdings in the following
concessionaire companies, but not a majority
interest.

Túnel del Cadí (C-16)

Stretch I (M-45)

Alicante Ring Road

Madrid-Arganda del Rey (R-3)
Madrid-Navalcarnero (R-5)

Madrid-Guadalajara (R-2)

Sant Cugat-Manresa (C-16)

Santiago-Alto Sto. Domingo (AP-53)

Concessionaire

% holding

End concession

33
53

Túnel del Cadí

Concema

Ciralsa

Accesos Madrid

Henarsa

Autema

Central Gallega

37.2%

25.0%

23.3%

22.5%

22.3%

18.0%

2023

2032

2040

2049

2024

2037

2074

Autema, Túnel del Cadí and Concema have continued
to evolve positively, with increases in traffic and
income that have boosted their contribution to the
final consolidated result.

During the year abertis was awarded, through
the 25% shareholding of aumar, the toll highway
concession for the Alicante Ring Road (Ciralsa),
which is currently under construction.

The other companies are in the early phase of
operations: Henarsa commenced its activity in
October 2003, the Central Gallega highway, in
phases completed, in December 2002, December
2003 and June 2004, and Accesos de Madrid in
February 2004.

The combined result of these shareholdings is
positive and contributes 4 million euros to the
consolidated result of abertis.

032 3. Structure and Activity - 3.3. Activity for the year

International

abertis has shareholdings in a series of international
projects as shown on the following map:

It also maintains international strategic alliances
with the main European operators: Brisa, Autostrade
and ASF.

Gloucester

Cirencester

Sawtry

Swindon

Alconbury

London

United Kingdom
RMG
A1-M Alconbury
21 km
RMG
A419/417 Swindon-Gloucester
52 km

Portugal
Brisa
1,106 km

Oporto

Lisbon

Genoa

Rome

Naples

San Juan

Puerto Rico
APR
Teodoro Moscoso Bridge
2 km

Santafé
de Bogotá

Italy
Autostrade
3,408 km

Santafé de Bogotà

La Serena

Ovalle

Los Vilos

Villavicencio

Colombia
Coviandes
Bogotá-Villavicencio
86 km

San Fernando

San Isidro

Buenos Aires

Luján

Buenos Aires

Santiago

Buenos Aires

Chile
Elqui
Los Vilos-La Serena
229 km

Argentina
GCO
Luján-Buenos Aires
56 km
Ausol
North access to Buenos Aires
119 km

Direct management
Other shareholdings

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

033

Highways managed directly

Country

Argentina

Puerto Rico

(*) 57.6% of voting rights.

Other shareholdings

Country

Argentina

Colombia

United Kingdom

Chile

Portugal

Italy

Concessionaire

% holding

GCO

APR

48.6%(*)

75%

End concession

2018

2027

Concessionaire

% holding

Ausol

Coviandes

RMG

Elqui

Brisa

Autostrade

31.6%

39.0%

25.0%

10.0%

6.95%

119

229

1,106

3,401

End concession

2020

2013

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 Argentine economy stands
out, having begun in 2002 and strengthened during
2003 and 2004, resulting in a 13% increase in
transits of GCO and a 14% rise in income, resulting
in a profit in 2004 that was up 50% on 2003. This
recovery, and the anticipated renegotiation of the
concession contracts with the administrations that
awarded them, gives an optimistic outlook for the
evolution of the highway concessions that abertis
has in Argentina.

During 2004 Schemaventotto (company that
groups together the core shareholders of
Autostrade) sold 10% of Autostrade, reducing
its shareholding from 62.2% to 52.2%. In addition,
Acesa Italia increased its shareholding in
Schemaventotto to 13.33%, after the acquisition
of the 0.5% holding of the Portuguese operator
Brisa. The final indirect shareholding of abertis
in the Italian concessionaire is 6.95%.

The capital gains obtained from the sale by
Schemaventotto of 10% in Autostrade and from
the sale by Autostrade of 5% in abertis resulted
in extraordinary income of 70 million euros for
abertis.

034 3. Structure and Activity - 3.3. Activity for the year

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

035

Car parks

Saba Aparcamientos S.A. (saba), the leading
operator in the car parks sector in Spain and one
of the leaders in Europe, is the head of the business
unit in this sector of activity.

Key data for car park companies

Company

Country

% holding

No. spaces

saba

Parbla

Spel

Spasa

Satsa

Saba Italia

Saba Chile

Rabat

Activity

Spain

Portugal

Andorra

Spain

Italy

Chile

Morocco

99.2%

100%

90%

88.0%

60.0%

100%

51.0%

39,791

4,428

15,831

295

931

11,949

2,464

3,318

79,007

No. cities
present

The Group manages more than 79,000 parking
spaces, distributed across a total of 145 operating
units and is present in more than 60 cities.

The good overall performance of the activity
of group companies during the year resulted in
a 4.1% increase in vehicle rotation, rising to
45.9 million vehicles, with the number of
pass-holders up 7% to more than 23,400.

At national level, an agreement was reached with
Barcelona City Council to adopt a new payment
system, closer to the real stay, consisting in billing
by 5 minute intervals after the first half hour.

An investment plan to modernise the control,
safety and environmental systems was also agreed
on, as well as work to facilitate access for people
with limited mobility. In compensation, the
concession period for some car parks was extended.

036 3. Structure and Activity - 3.3. Activity for the year

Location of saba car parks

Lisbon

Seville

Rabat

Andorra

Madrid

Barcelona

Rome

Location of car parks in Catalonia

Barcelona
Badalona
Blanes
Cadaqués
Cambrils
Cerdanyola
Cornellà
Figueres
Girona
Igualada
Mataró

Platja d’Aro
Puigcerdà
Sabadell
Salou
St. Joan Despí
Sta. Perpètua de Mogoda
Terrassa
Vic
Vilafranca del Penedès
Vilanova i la Geltrú

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

037

Santiago de Chile

Concepción

During the year, four car parks were inaugurated
in Spain with a total of 1,140 parking spaces and
112 new parking spaces were awarded.

Internationally, the search for new opportunities
has focused on the Latin American market, with
the establishment of operations in Chile through
the incorporation of Saba Chile, and the acquisition
of 6 car parks located in Santiago de Chile and
Concepción, with a total of 2,464 parking spaces.

With respect to the consolidation of the Italian and
Portuguese projects, the results of both subsidiaries
(Saba Italia and Spel) have shown a significant
improvement over the previous year. In the case
of Italy, 367 new spaces have been opened and it
is planned, in the short-term, to continue with the

policy of investing in those projects that have been
awarded to the company, together with the
consolidation of recently-opened operations.
In Portugal, Spel has seen very significant increases
in the indices of its activity during 2004.

In January 2005, saba acquired from Autostrade
40% of Saba Italia, giving it 100% control over its
Italian subsidiary.

Figures

The car parks sector represents a total of 6% of
operating income, 96 million euros, up 4.4% on
the previous year. The contribution to consolidated
EBITDA was 38 million euros, a rise of 13.5% on
the previous year.

038 3. Structure and Activity - 3.3. Activity for the year

Logistic services

The logistic services business unit is channelled
through abertis logística, holding company for
the Group’s interests in this sector of activity.

This business unit is made up of a combination
of projects at different phases of development
in Barcelona, Álava and Seville.

Logistic infrastructures

1
Álava

Barcelona

Álava
Arasur

210 hectares

Barcelona
7 hectares
CIM Vallès
38 hectares
PLZF
CILSA (ZAL I + ZAL II) 220 hectares

Seville
Sevisur

25 hectares

Seville
3

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

039

Key data for logistic services companies

Company

City

% holding

abertis logística/CIM Vallés

Barcelona

100.0%

Sevisur

Sevilla

Parc Logístic Zona Franca

Barcelona

Arasur

Cilsa

Álava

Barcelona

60.0%

50.0%

39.7%

32.0%

Total
area (m2)

70,000

250,000

375,000

2,100,000

2,270,000

Current state

Operative

Construction

Operative

Construction

Operative

Areamed 2000

Barcelona

50.0%

—

Operative

Activity

abertis logística continues operating the integrated
goods area of the Central Integral de Mercaderías
(CIM) del Vallès, which increased its income by
20% in 2004 due 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, a company
held equally by the Consorcio de la Zona Franca de
Barcelona (50%) and abertis logística, continued
to have 100% occupation during 2004 in more
than 100,000 m2 of warehouses and 20,000 m2
of leased offices.

CILSA, Centro Intermodal de Logística, S.A., in
which abertis logística holds 32% and the
Barcelona Port Authority holds 51%, is developing
a logistics space of more than 200 hectares in two
phases, Zal Barcelona and Zal Prat, in the port zone
of Barcelona.

hectare area (ZAL Seville) for logistics warehouses
to be leased and 10 hectares for the provision of
services, under a 30 year concession. During 2004
Phase I was built with 32.000 m2 of warehousing
of which almost 40% being leased.

In February 2003 Arasur Logística S.A. was
incorporated, with abertis logística holding 39.7%,
acting as industrial, technological and management
partner, with the remaining 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
logistic platform, which it will own, in an area of
more than 200 hectares in the south of Álava
province. During 2004 levelling work has commenced
for the first phase.

Areamed, manages the service areas of the acesa
highways network. In 2004 the positive evolution
of its activity has continued and development of
the 2004/2006 Investment Plan has begun to
redesign the service areas it manages and controls.

During 2004, with Zal Barcelona already completed
and fully occupied, Cilsa has continued with work
on the development of Zal Prat.

Figures

Sevisur Logística S.A., owned by abertis logística
(60%), and by a series of Andalusian savings banks
and the Seville Port Authority, is developing a 25

The logistic services business unit recorded
operating income of 16 million euros and
contributed EBITDA of 4 million euros to the
consolidated accounts of abertis.

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

041

Telecommunication
infrastructures

abertis telecom is the parent company of the
telecommunication infrastructures business. As well
as holding the shareholdings of abertis in this
sector, it provides technical assistance and operates
the fibre optic cabling located along the acesa
highways network.

Through the course of the year the organisation
structure of abertis telecom has been developed,
aimed at facilitating the operational development
of the businesses, creating new services and
products to promote its expansion into new
markets, maintaining the networks of retevisión
and tradia legally and operationally separate.

Key data for the telecommunication
infrastructure companies

Company

% holding

No. of sites

abertis telecom

tradia

retevisión

Torre de Collserola

100.0%

41.8%

—

679

2,524

—

abertis telecom is betting on the digital future
of the audiovisual sector, actively supporting and
participating in the development of digital TV and
radio in Spain, and participating in the most
relevant national and European events of the sector
with the main objective of promoting the launch
of DTT in Spain.

The Meeting of Ministers on 30th December 2004
agreed to modify the National Technical Plan for
Digital Television before summer 2005, to assign
the available frequencies as soon as possible for
new programmes (freed up following the
disappearance of Quiero TV), to start broadcasting

new programmes with national coverage in autumn
2005 and to bring forward by two years the end
of the period for transition to Digital Terrestrial
Television (from 2012 to 2010).

tradia is one of the leading Spanish companies
specialised in leasing telecommunication
infrastructures to operators of mobile telephones,
radio transmitters (in Catalonia) and closed user
groups.

During the year, tradia was awarded various
contracts on tender, such as the projects in Murcia
and Jerez to develop mobile radio-communication
networks for emergency services, or the award of
the contract to broadcast signals of the autonomous
radio and television in the Balearic Islands.

The results for the year show the impact of the
significant investments that the company has been
making and the positive evolution of the main
activities.

retevisión offers services of transporting and
broadcasting television and radio signals at a
national level on analogical and digital networks.
It has a network with 2,500 telecommunication
sites, including the emblematic Torrespaña in
Madrid and Torre de Collserola in Barcelona.

During the year, retevisión increased its
shareholding in Torre de Collserola to 41.7%,
making it the main core shareholder.

042 3. Structure and Activity - 3.3. Activity for the year

tradia and retevisión sites

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

043

Figures

The telecommunications business has seen a
positive evolution in the activity, with both tradia
and retevisión registering positive EBITDA and net
profits.

abertis has provisioned 100% of its investment in
Xfera (holder of a UMTS mobile telephone licence)
as the commercial and technical roll-out is on hold,
awaiting the availability of UMTS technology.

The business of telecommunication infrastructures
is the second largest sector in terms of contribution
to income, at 266 million euros (17%) and EBITDA,
88 million euros (9%), in abertis.

044 3. Structure and Activity - 3.3. Activity for the year

Airports managed by abertis

Stockholm Skavsta

Belfast International

Cardiff International

London Luton

Toronto

Albany

Burbank

Atlanta

Orlando Stanford

Miami

San José

Colombia
- Santafé de Bogotá

Airports in Bolivia
- El Alto (La Paz)
- Viru Viru (Santa Cruz)
- Jorge Wilstermann (Cochabamba)

- TBI airports
- CODAD airport

Annual Report 2004

3. Structure and Activity - 3.3. Activity for the year

045

Airports

abertis has an 85% shareholding in Codad, the
company holding the concession for the construction
and management of the second runway of the
Bogotá airport and the management of the first
runway, which was already built.

Codad operates under a contract with guaranteed
minimum income. Consequently, although the
number of flights has declined by 1%, operating
income in Columbian pesos has been steady,
enabling a 2% rise in EBITDA. The contribution of
income and EBITDA to the consolidated accounts
of abertis was 21 and 18 million euros, respectively.

In December 2004, ACDL, consortium between
abertis (90%) and Aena Internacional (10%),
presented a full public takeover offer for all the
shares of the British airport operator, TBI. At
31 December 2004 it had acquired 29.2%.
On 4 January 2005 ACDL completed the public
takeover offer, gaining 100% control of TBI.

TBI is a British airport operator that manages,
under concession and ownership, eight international
airports: three in United Kingdom (Luton, Cardiff
and Belfast International), one in Sweden (Skavsta),
one in United States (Orlando Stanford) and three
in Bolivia (El Alto, Jorge Wilstermann and Viru Viru).
Additionally, it fully or partially manages six airports
in the United States, Canada and Costa Rica.

At the end of 2004, only the 29% shareholding
that had been purchased was included in the
accounts (without effect on the profit and loss
account given that the transaction occurred at year
end). The incorporation of the TBI figures in the
consolidated accounts of abertis will modify the
relative weight of the sector contribution to
income, and income from the airport sector could
end up representing more than 15%.

046 3. Structure and Activity - 3.4. Economic performance for the year

3.4. Economic performance for the year

Consolidated figures for abertis

Balance sheet
(million euros)

ASSETS

Consolidated

LIABILITIES

Consolidated

Net fixed assets

8,360

7,684

Equity

2004

2003

Intangible fixed assets
Tangible fixed assets
Investments

625
6,663
1,072

262
6,622
800

Consolidation goodwill fund

Deferred expenses

Current assets

629

612

339

909

632

460

Share capital
Share premium
Reserves
Result
Interim dividend

2004

2003

3,318

3,107

1,654
580
743
467
(126)

1,576
580
716
355
(120)

Minority interests

Negative consolidation difference

Deferred income

Provisions for liabilities and expenses 2,451

2,285

Total assets

9,940

9,685

Total liabilities

Long-term creditors

Short-term creditors

2,960

2,640

1,038

1,488

9,940

9,685

Total consolidated assets exceed 9,900 million
euros. As is the case in infrastructure management
businesses, fixed assets, consisting basically of
investments in highways and other concessionaire
assets, represent 67% of the total.

Due to the merger between abertis and iberpistas
in 2004 consolidation goodwill of 365 million euros
has been transferred to intangible fixed assets.

The investments reflect both the inclusion of 29.2%
of TBI at the close of 2004 (which has also required
the inclusion of 98 million euros in the goodwill
fund), and the increase in the value of shareholdings

consolidated by equity accounting during the year
(proportional part of the result due to abertis),
which has resulted in an increase of 22%.

87% of the deferred expenses relate to the
financing charge under the current accounting
standards for the sector of highway concessionaire
companies.

On the liabilities side, equity now exceeds
3,300 million euros thanks to the contribution
of undistributed results (33% of total liabilities)
and debt of just over 3,500 million, with a debt
to equity ratio of 106%.

Annual Report 2004

3. Structure and Activity - 3.4. Economic performance for the year

047

During 2004 efforts to optimise the financial
structure of the Group have continued, with the
transfer of short-term debt to long-term debt being
of note, enabled, to a large extent, by the private
placement of long-term bonds made by abertis
in the North American market valued at 600 million
dollars and the 450 million euros bond issue to
institutional investors (also made by abertis) in
the international market.

The provisions for liabilities and expenses entry
includes the reversion fund and represents 25%
of total liabilities.

This financial balance enables abertis to face both
its selective policy of investment for growth, and the
investments in improving managed infrastructures
and its policy of return to shareholders with
guarantees.

Profit and loss account
(million euros)

Operating income
Operating expenses

EBITDA – Result

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

2004

1,534
(491)

1,043

(300)

743

(153)

116
(19)

687

(9)

2003

1,282
(367)

915

(220)

695

(151)

30
(36)

538

(211)

(187)

467

355

The consolidated profit and loss account for 2004
is not comparable to the previous year due to the
inclusion of retevisión in December 2003.

As a result, the gross operating margin (EBITDA)
and operating profit rose 14% and 7% respectively
on the previous year.

The consolidated operating income and expenses
have increased due to the inclusion of retevisión as
noted and the positive performance of the other
companies of the Group.

The slight change in the financial result reflects two
concepts, however: the inclusion in 2004 of the cost
of debt, both from retevisión itself and that raised
by abertis for its acquisition, which practically

048 3. Structure and Activity - 3.4. Economic performance for the year

compensate the allocations made in 2003 to write
down the shareholding in Xfera.

The profit of companies consolidated by equity
accounting has increased significantly for the
non-recurring contribution of 70 million euros from
the shareholdings in Italian highways, due to the
capital gains made on the sale by Schemaventotto
of 10% in Autostrade and the sale by Autostrade
of 5% in abertis.

The amortisation of goodwill has been reduced by
the transfer of the goodwill fund of Iberpistas to
intangible fixed assets following the merger with
abertis, which explains part of the increase in
allocations for depreciation of fixed assets.

As a result of all these changes, the profit from
ordinary activities rose 28% and net profit for the
year was 467 million euros, with an increase of 32%
(12% if we exclude the impact of the extraordinary
capital gains from the shareholdings in Italy).

Figures for the parent company Abertis Infraestructuras

Balance sheet
(million euros)

ASSETS

Parent Co.

LIABILITIES

Parent Co.

Net fixed assets

5,584

4,778

Equity

2004

2003

Intangible fixed assets
Tangible fixed assets
Investments

349
14
5,221

6
15
4,757

Share capital
Share premium
Reserves
Profit
Interim dividend

2004

2003

3,187

3,069

1,654
580
718
361
(126)

1,576
580
704
329
(120)

Deferred expenses

Current assets

415

588

Provisions for liabilities and expenses

Total assets

6,006

5,375

Total liabilities

Long-term creditors

Short-term creditors

2,158

1,369

620

896

6,006

5,375

The merger with iberpistas that took place during
the year has caused part of the increase in the
balance sheet figures.

total, and on the liabilities side, which reflects
the financing of these shareholdings through a
combination of equity (53%) and debt (44%).

The position as parent company of the Group is
reflected on the assets side, where investments
(portfolio of shareholdings) represents 87% of the

During 2004 the financial structure has continued
to be optimised, centralising the debt in abertis,
which is responsible for covering the financing

Annual Report 2004

3. Structure and Activity - 3.4. Economic performance for the year

049

requirements of the subsidiary companies. In
addition, there has been a transfer of short-term
debt to long-term debt, enabled, to a large extent,
by the private placement of long-term bonds in
the North American market valued at 600 million
dollars and the bond issue to institutional investors
in the international market of 450 million euros.

Continuing with the established policy on shareholder
return, the profit for the year of 361 million euros
allowed an interim dividend of 126 million euros
to be paid, which is to be complemented by
the payment of a final dividend for 2004 of the
proposed sum of 138 million euros.

Profit and loss account
(million euros)

Operating income
Operating expenses

EBITDA – Result

Amortisation and reversion fund

Operating profit (loss)

Financial result

Profit from ordinary activities

Extraordinary profit (loss)

Corporation tax

Profit for the year

Parent Co.

2004

2003

15
(29)

(14)

(20)

(34)

417

383

(42)

361

18
(29)

(11)

(3)

(14)

332

318

(8)

329

As parent company of the combined share holdings,
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 its liabilities.

Operating income and expenses correspond to the
expenses of the Corporation that are partially
charged out to the subsidiary companies.

The allocations for amortisation have increased
significantly due to the amortisation of goodwill
fund assumed through the merger with iberpistas
that took place during the year.

The financial result rose to 417 million euros due
to the impact of larger dividends received which
have offset the increase in financing charges arising,
primarily, from the acquisition of retevisión at the
end of 2003.

The extraordinary loss includes corrections in the
valuation of the portfolio of shareholdings arising
from the standardisation of accounting criteria.

Net profit increased almost 10% to reach 361 million
euros.

abertis on the Stock Exchange

4.1. Stock market conditions

4.2. abertis shares

4.3. Evolution of share capital - Share issues

4.4. Dividend and shareholder yield

4.5. Shareholders

4.6. Significant shareholdings

4.7. Market information

052 4. abertis on the Stock Exchange

4.1. Stock market conditions

2004 has been the second consecutive year of
recovery for the main world stock markets, with
an outstanding Spanish stock market performance
following a 17.4% rise in the Ibex-35, higher than
all the other European indices and ahead of the
main United States indicators.

Factors of uncertainty include the significant
increase in the price of oil since summer 2004,
which has had a negative impact on world
economic expectations and the revaluation of
the euro against the US dollar. However, the
appearance of these alterations has not affected
the good rate of overall growth this year in many
countries.

The Spanish economy experienced a slight
acceleration in the growth rate in 2004 to 2.7%,
up 0.2% on the previous year, and 1% ahead of
the euro-zone, following an acceleration in internal
demand supported by private consumption and
investment in capital goods.

The Spanish stock market registered its second
consecutive year of gains, albeit somewhat more
moderate on this occasion and concentrated in the
last part of the year. The year began with the same
upward trend maintained since March 2003, but
the uncertainty generated by the terrorist attack
of March 11th, together with the usual market
weakness experienced with changes in government,
broke this trend. The Spanish stock market recorded
a fall of almost 10%, from 8,400 points on the Ibex
index to 7,700 points.

Midway through August the low for the year
was recorded, but the rise in company profits,
the recovery of the world economy, the absence
of inflation in spite of the rise in oil prices and
the holding of elections in the United States
without incidents, acted as a boost to stock
markets in the last quarter of the year.

The positive balance of the Ibex in 2004, together
with the rise in the previous year, resulted in a
50.4% revaluation of the Ibex-35 over the last
twenty-four months, rising to 9,100 points at the
end of 2004, its maximum level since June 2001.
This performance, along with the limited volatility
during the year, indicates a progressive improvement
of investor confidence in equities.

This confidence has been illustrated by the
significant rise in trading volumes on the Spanish
Stock Exchange, with a 28.8% increase on the
previous year’s figures, which represents a record
volume for the Spanish exchange.

Market capitalisation has also increased significantly,
rising to almost 650,000 million euros, especially
due to the improvement in share prices and the
incorporation of new shares through public share
offers and new share issues.

4.2. abertis shares

The evolution of the abertis share this year has
continued to be excellent, being the best of the
main European highway companies that it is usually
compared with.

The revaluation over the last twelve months was
41.9%, once again easily exceeding the rise in the
Ibex-35.

The share price began the year on an upward trend,
interrupted by the terrorist attacks of March 11th,
which caused a fall of approximately 4%. The
recovery from this fall was quick, with the price
rising to 14.50 euros by mid April, representing a
14% rise from the low in March.

At the end of July the usual bonus share issue was
made and the share price recovered within a few days
of the adjustment corresponding to this share issue.

Annual Report 2004

4. abertis on the Stock Exchange

053

The upward trend continued during the rest of
the year, with the price rising significantly in
September along with that of the rest of the
market, to exceed 15 euros. Following notification
in November of the Public Takeover Offer for the
airport operator TBI made by abertis in
partnership with Aena Internacional, the share
price rose to 16 euros, ending the year at €16.20.

18.00

16.00

14.00

12.00

10.00

8.00

6.00

Accumulated increase: +114%

abertis

acesa

2000
+13%

2001
+26%

2002
-1.3%

2003
+16.6%

2004
+41.9%

The Company is amongst the best companies
in the Ibex in terms of return, considering the
increase in the share price and the dividend yield,
and it is among the four companies of the Ibex
with the lowest volatility.

Ordinary Class A abertis shares - 2004

Close (euros)
16.5

5,889

23,751

27,986

Volume (thousand shares)
5,000

5,882

15.5

14.5

13.5

12.5

11.5

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

S O N D

Price adjusted for
capital issue

Unadjusted price
Volume

abertis is one of three companies out of the
Ibex-35 that have shown a positive annual
performance over the last five years.

The 41.9% rise, added to the increases of the four
previous years, gives an accumulated increase in
the last five years of 114%.

The increased share price saw the market
capitalisation of abertis reach 8,897 million euros
at the end of the year, with 8,334 million
corresponding to Class A shares and 563 million
to Class B shares.

The Ibex rose 17.4%, although it remains below its
closing level for 1999 (change over last five years:
-22%).

As far as the stock market evolution of the Class B
preference shares is concerned, the shares have
shown little liquidity and rarely been traded since
being listed on 29 July 2002. This is explained by
the fact that the shares give the right to a
preference dividend based on how long they have
been held and the price of the ordinary Class A
shares, which makes trading in these shares less
attractive.

Due to the limited trading, on 2 January 2004 the
Stock Exchange Company decided to change trading
of the 37,036,366 class B shares to the price fixing
mode, whereby they are traded in two sessions daily
(by auction).

Comparison of the evolution of abertis and the
main indices

(Base 31/12/99=100)
220

1999
abertis A
Adjusted
close: €7.56

5-year evolution (2000-2004)

Change in last 5 years:
abertis A: +114%
abertis B: +28%
Ibex 35: -22%
Eurotop 300: -34%

2004
abertis A
Close: €16.20

200

180

160

140

120

100

30/12
1999

30/12
2000

30/12
2001

30/12
2002

abertis A(*)

abertis B(*)

Ibex 35

30/12
2003

30/12
2004
Eurotop 300

(*) Adjusted for share issues

054 4. abertis on the Stock Exchange

The shares of the company are listed on the
Barcelona, Bilbao, Madrid and Valencia Stock
Exchanges and are traded on the electronic
interconnected market. The ordinary Class A shares
have formed part of the Ibex 35 index since 1992
and are also included in other well known
international indices such as Standard & Poor’s
Europe 350 and the FTSE Eurofirst 300.

In September 2004 abertis was included in the
Dow Jones Sustainability World index (DJSW),
and for a second consecutive year, in the Dow Jones
Sustainability Index Stoxx for European companies,
increasing its presence in the sustainability indices.

Furthermore in December, FTSE Group, the
company responsible for the Footsie stock market
indices, announced the creation of the FTSE ISS
Corporate Governance indices, a series of indices
that value good governance of companies. abertis
is one of only thirteen Spanish companies included
in these indices.

4.3. Evolution of share
capital - Share issues

At the end of 2004 the share capital of abertis
totalled 1,654 million euros, made up of
551,481,375 bearer shares with a nominal value
of 3 euros each, fully subscribed and paid up,
of which 514,445,009 are ordinary Class A shares
and 37,036,366 are Class B preference shares.

During 2004 the usual bonus share issue was made.

July - August

The Shareholders’ Meeting held on 27 April agreed
to increase share capital with a charge against
reserves for an amount of 79 million euros, by
issuing and circulating 26,261,017 ordinary Class A
shares, for all shareholders, whether Class A or
Class B, with 1 new share for every 20 shares held.

Between 20 July and 3 August 49.2 million rights
were traded, with a maximum price of 0.99 euros
and a minimum price of 0.68 euros. The theoretical
value of the rights was 0.69 euros.

The new shares were admitted for trading on
11 August, having the same voting and dividend
rights as the existing shares of their class, giving the
bearer dividend rights from 1 January 2004.

4.4. Dividend and
shareholder yield

Since 1993, abertis has based its policy of
shareholder return on a constant annual dividend,
in two payments, which is increased through the
annual bonus share issue.

abertis paid a final dividend for 2003 of 0.223
euros per share in May, and an interim dividend
for 2004 of a gross amount of 0.229 euros per
share in October.

The Board of Directors of abertis has agreed to
recommend an increase in the final dividend at
the 2005 Shareholders’ Meeting, proposing a
payment of 0.25 euros gross per share to be paid
in the second half of April 2005. This proposal
represents a 12% increase in the final dividend.

This amount, added to the interim dividend paid
in October, represents a total dividend per share of
0.479 euros gross per share charged against profit
for 2004, 6% more than in 2003, with the total
dividend amount increasing by 11% given the
greater number of shares due to the bonus shares
issued. The total amount allocated by abertis to
dividends for 2004 was 264.2 million euros.

Annual Report 2004

4. abertis on the Stock Exchange

055

Evolution dividend

Evolution dividend (million euros)

(in euros)
0.5

Dividend total: +11%
+5%: Due to increased
number of shares after
share issue.
+6%: Due to 12%
increase in final dividend.

0.4

0.3

0.2

0.1

(*) Proposal to 2005 Shareholder’ Meeting

+12

Interim

Final

2003

2004

0.229

0.223
0.25(*)

Total dividend
(million euros)

0.452

0.479

264.2

237.4

2003

2004

300

250

200

150

100

Total dividend (million euros)

4.5. Shareholders

The Investor Relations / Shareholders' Office area
runs the communication program to financial
markets for abertis, releasing all significant
information about the Company for shareholders
and answering all the queries and doubts that the
shareholders and investors raise regarding the
evolution of the Company in all its areas.

abertis provides shareholders and the investment
community at large with different channels to
contact the Company:

• Company website, www.abertis.com

Permanent communication channel that has a
complete section of information that may be of
interest to shareholders and investors. This was the
most visited section of the abertis website in 2004.

• abertis Magazine

Corporate publication with recent news about
abertis, providing a more detailed reflection
compared to the urgent nature of news covered by
the media. It contains a specific section for
shareholders and investors with contents related to
financial matters and the share markets, which has
become a strong link with the investment
community.

• E-mail,

relaciones.inversores@abertis.com

Postal address: Avenida del Parc Logístic, 12-20,
08040 Barcelona

Direct channels with the Company enable an open
dialogue with shareholders, so they can raise
specific doubts and the Company can provide all
the information or clarifications required.

• Shareholder Telephone Service

(902 30 10 15)

24 hour service, 365 days a year to respond to any
doubts or suggestions of shareholders.

The queries tend to be especially about matters
related to share issues, the Annual Shareholders’
Meeting and dividends.

Breakdown of telephone queries received
at Shareholder Telephone Service
(figures as percentage)

32%
Share issues

23%
Others*

29%
Shareholders’
Meeting

16%
Dividends

* Questions about results, evolution, share price, relevant events,

new investments, requests for documentation, etc.

4.6. Significant shareholdings

The significant shareholdings in the Company’s
share capital are those set out in the Corporate
Governance Report which is included as an annex
to this Annual Report.

056 4. abertis on the Stock Exchange

4.7. Market information

Information for 2004:

Trading frequency

Trading days

Traded volume adjusted
for share issues (No. shares)

Equivalent percentage of total adjusted shares

Cash value traded (million €)

Market capitalisation (at 30/12) (million €)

Options on abertis shares

Evolution over the last four years:

Class A shares Class B shares

2004

100%

251

2003

100%

250

2004

60%

150

2003

39%

318,900,812

268.202.536

372,503

144,130

62%

4,210.55

8,334.01

37,140

55%

3,045.48

5,853.33

43,731

1.0%

5.45

0.4%

1.76

562.95

442.58

n.a

Ibex 35
Close
Annual change
High/Low

Ibex Utilities
Close
Annual change
High/Low

Eurofirst 300
Close
Annual change
High/Low

Class A Shares
Close/Adjusted close(1)
Annual change/
Adjusted annual change(1)
High/Low
High/Low (adjusted)(1)
Weight in Ibex 35

Class B shares
Close/Adjusted close(1)
Annual change/
Adjusted annual change(1) (2)
High/Low
High/Low (adjusted)(1)

2004 2003

2002 2001

9,080.8
17.4%
9,100.7 7,578.3

7,737.2
28.2%
7,760.4 5,452.4

6,036.9
-28.1%
8,554.7 5,364.5

8,397.6
-7.8%

10,132.0 6,498.4

18,183.4
20.6%

15,073.0
31.9%

11,429.2
-32.9%

17,033.5
-5.5%

18,251.3 15,158.5 15,217.0 10,992.8 17,348.0 10,311.6

20,880.3 13,459.7

1,041.8
8.8%
1,042.2

940.9

957.9
11.8%
957.9

857.0
-32.2%
1,279.7

682.7

1,264.9
-17.5%
1,545.5

998.9

797.2

16.20

11.99

11.42

10.80

9.80

11.19

9.67

35.1% 41.9%
12.03
16.26
16.26
11.46
2.42

11.0% 16.6%
10.80
12.90
11.70
9.80
2.14

-3.5%
11.99
10.36
1.55

1.3%
10.28
8.88

20.2% 20.2%
9.26
11.89
9.78
8.00
1.12

15.20

11.95

11.37

12.19

11.10

27.2% 33.7%
11.97
15.42
11.38
15.42

-2.0%
14.00
12.75

2.4% -10.7% -5.7%
11.77
13.65
11.05
10.23
11.87
10.06

Note: high and low at close.
(1) Adjustment for bonus share issues
(2)

In 2002, the annual change for Class B shares is calculated using the closing price on the first day of admission (29/07/02).

Financial Information

5.1. Consolidated Annual Accounts

Consolidated Management Report

Consolidated Auditor’s Report

5.2. Parent Company Annual Accounts

Parent Company Management Report

Parent Company Auditor’s Report

058 5. Financial information - 5.1. Consolidated Annual Accounts

Consolidated balance sheet at 31 December
(thousand euros)

ASSETS

Fixed assets
Start-up costs
Intangible fixed assets

Research and development expenses
Computer applications
Administrative concessions
Goodwill
Studies and projects
Other intangible assets
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 companies consolidated by equity accounting
Loans to companies consolidated by equity accounting
Long-term share portfolio
Long-term deposits and guarantees
Other credits
Provisions

Consolidation goodwill
Deferred expenses
Current assets
Inventories
Accounts receivable

Advance payments to creditors
Clients
Debtors from companies consolidated by equity accounting
Debtors - Public Treasury compensation
Sundry debtors
Personnel
Public Administration
Provisions

Short-term investments

Short-term share portfolio
Loans to companies consolidated by equity accounting
Interest receivable
Other credits

Treasury
Cash
Banks and credit institutions
Prepayments and accrued income

Total assets

2004

2003

8,360,399
5,411
619,863
7,953
36,412
94,725
572,390
541
18,745
(110,903)
6,663,284
6,139,908
13,677
389,752
217,722
685,052
42,855
62,371
(888,053)
1,071,841
843,597
16,015
52,038
2,557
199,946
(42,312)
628,357
612,256
339,010
5,393
280,160
255
115,307
3,281
119,667
27,107
635
21,689
(7,781)
27,988
14,682
11,615
978
713
23,537
5,311
18,226
1,932

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
—
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

9,940,022

9,684,659

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

059

Consolidated balance sheet at 31 December
(thousand euros)

LIABILITIES

Equity
Share capital
Share premium
Reserves

Revaluation reserve
Legal reserve RD 1564/1989
Voluntary reserve

Reserves in fully consolidated companies
Reserves in companies under equity accounting
Exchange differences
Profits and losses due 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 & expenses

Reversion fund
Other provisions
Long-term creditors
Bond issues
Loans with credit entities
Loans to companies under equity accounting
Payment pending on shares in Group companies
Other creditors
Short-term creditors
Bond issues
Bonds
Interest on bonds
Loans with credit entities

Loans
Interest on loans

Loans to companies under equity accounting
Trade creditors

Trade creditors
Sundry creditors

Other non-trade creditors
Public Administration
Accrued payroll expense
Other debts
Deposits and guarantees held

Accrued expenses

2004

2003

3,317,694
1,654,444
579,690
945,338
400,712
191,570
353,056
(52,356)
16,034
(166,458)
467,291
467,031
260
(126,289)
46,187
39,415
88,484
2,450,579
2,382,665
67,914
2,959,842
1,395,858
1,420,550
10,855
3,274
129,305
1,037,821
203,243
178,050
25,193
500,812
492,998
7,814
17,891
167,932
125,227
42,705
144,924
98,442
14,946
24,288
7,248
3,019

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
7,175
5,393
1,118,216
1,107,459
10,757
—
182,258
118,410
63,848
172,730
95,229
12,206
59,001
6,294
2,312

Total liabilities

9,940,022

9,684,659

060 5. Financial information - 5.1. Consolidated Annual Accounts

Consolidated profit and loss account for year ended 31 December
(thousand euros)

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 profits

Financial costs and related expenses

Total financial expenses

Amortisation of consolidation goodwill

Profit on ordinary activities

Losses on disposal of fixed assets and extraordinary expenses

Extraordinary profits

Consolidated profits before taxes

Corporate Income Tax

Consolidated profit for the year

Due to minority interests

2004

2003

239,784

176,174

190,813
45,035
3,936

159,534

2,281

141,860
33,023
1,291

86,098

2,369

389,862

323,260

235,292
13,856
140,714

177,316
13,326
132,618

791,461

587,901

742,548

695,248

159,831

159,137

159,831

159,137

19,830

36,795

686,985

537,808

26,143

—

20,006

4,028

678,257

541,836

211,226

186,467

467,031

355,369

(260)

163

Profit due to parent company

467,291

355,206

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

061

INCOME

Operating revenue

Toll income
Discounts and rebates on toll income
Provision of services

Work done by the company on fixed assets

Other operating income

Sundry income and other management income

Total operating income

Other interest and related income

Total financial income

Negative financial results

2004

2003

1,489,140

1,226,299

1,136,285
(35,757)
388,612

1,075,176
(32,669)
183,792

4,302

40,567

1,346

55,504

1,534,009

1,283,149

7,280

7,688

7,280

7,688

152,551

151,449

Share in profit and loss of companies consolidated by equity accounting

115,856

29,904

Reversion of negative consolidation differences

962

900

Profits from the disposal of fixed assets and extraordinary income

17,415

24,034

Extraordinary loss

8,728

—

062 5. Financial information - 5.1. Consolidated Annual Accounts

ABERTIS INFRAESTRUCTURAS, S.A.
NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS OF 2004

Note 1. Activity

a) Activity

ABERTIS INFRAESTRUCTURAS, S.A. (hereinafter abertis or the Company) was incorporated in Barcelona
on 24 February 1967. The registered office of the company is Avenida del Parc Logistic nº 12-20, Barcelona.

On 8 April 2003, the Extraordinary General Shareholders’ Meetings of ACESA Infraestructuras, S.A. and AUREA,
Concesiones de Infraestructuras, S.A. (AUREA) approved the merger, where the former company was to take
over the latter company, effective for accounting purposes as from 1 January 2003, the date from which
it is understood that AUREA operations were conducted on account of the Company.

On 30 May 2003 (date of registering the merger deed with AUREA) the company changed its name from
ACESA INFRAESTRUCTURAS, S.A. to its current name.

abertis is the parent company of a group engaged in the management of infrastructures serving mobility
and communications operating in five sectors of activity: highway concessions, car parks, logistic services,
telecommunications and airports.

Its business is the construction, maintenance and operation of highways under concession; the management
of highway concessions in Spain and internationally; the construction of roads; complementary construction
activities, 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 undertake its business, especially the concessionary activity, directly or indirectly
through its shareholding in other companies, being subject, in this respect, to the legal provisions in force
at any time.

b) Merger

On 27 April 2004 and 26 April 2004, the General Shareholders’ Meetings of Abertis Infraestructuras, S.A.
and Ibérica de Autopistas, S.A. respectively approved the merger of both companies, whereby the former
company took over the latter, effective from 1 January 2004 for accounting purposes.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

063

As the shareholding of abertis in the capital of Ibérica de Autopistas, S.A. was 99.84%, it was not
considered necessary to make a specific capital increase to cover the exchange of shares in Ibérica de
Autopistas, S.A. for shares in abertis. To acquire the 0.16% of shares outstanding, abertis purchased the
necessary treasury stock to swap with the shareholders of Ibérica de Autopistas, S.A. at the established
rate of 1 share in Ibérica de Autopistas, S.A. for 1 share of abertis.

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 2004, 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
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, except the
TBI group (31 March) for which the balance sheet at 31 December 2004 has been prepared.

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.

The figures provided in the notes to this Annual Report and in the consolidated balance sheet and
consolidated profit and loss account are expressed in thousand euros.

b) Comparison of information

The Annual Accounts for 2004 are not directly comparable with those for 2003 as retevisión has been fully
consolidated in 2004 for the entire year, whereas in 2003 it was included in the accounts on 31 December
(without impact on the profit and loss account for that year).

064 5. Financial information - 5.1. Consolidated Annual Accounts

c) Accounting principles of consolidation

The consolidation methods applied to obtain the consolidated annual accounts are as follows:

•

Full consolidation: Used for those companies where abertis holds a majority position of more than 50%
of the share capital or voting rights, or if they are fully consolidated in the subgroup that they belong to,
or if abertis 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 minority interest in the equity and profit and loss account of fully consolidated
subsidiary companies is included under “Minority interests” under the liabilities in 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 up the
consolidated group during 2004 were as follows:

• Merger of abertis with Ibérica de Autopistas, S.A. effective for accounting purposes from 1 January 2004

(see Note 1.b).

• Transfer from abertis to Iberpistas, S.A.C.E (old A-6) of the shareholdings in castellana, Iberavasa,

Iberacesa, Ibermadrid and Proconex.

• Sale by acesa to Iberpistas, S.A.C.E of 50% of Iberacesa, S.L., giving Iberpistas, S.A.C.E 100% control.

•

Incorporation of Ciralsa (consolidated by equity accounting) in which aumar holds 25%.

• Transfer of 10% shareholding in Brisa held by acesa to the Portuguese company Acesa SGPS (100%

owned by acesa).

• Acesa SGPS became fully consolidated (previously consolidated by equity accounting).

• Sale by Schemaventotto (in which Acesa Italia holds 12.83%) of 10% of Autostrade reducing its

shareholding from 62.2% to 52.2%.

• acesa, through its subsidiary Acesa Italia, increased its shareholding in Schemaventotto to 13.33%
through the acquisition of the 0.5% shareholding held by the Portuguese operator Brisa. The final
indirect shareholding of acesa in Autostrade increased to 6.95%.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

065

•

Increase in shareholding of acesa in Autema from 22.33% to 23.72% following reduction of capital
made to offset different percentage contributions of shareholders on the unpaid share capital.

Incorporation of Airport Concessions Development Limited (ACDL), in which abertis holds 90% (fully
consolidated). On 24 November 2004, ACDL made a Public Takeover Offer for all the shares of TBI, plc.
At 31 December 2004, ACDL had directly acquired 29% of TBI (being consolidated by equity
accounting, as a result) and in 2005 the public takeover has been completed taking control of 100%
of the capital.

Incorporation of Abertis Infraestructuras Finance BV, which is 100% owned by abertis (fully
consolidated).

• abertis logística increased its shareholding in Arasur from 39.5% to 39.77% after an increase in

share capital was not subscribed by another shareholder.

•

Increase of shareholding of retevisión (100% owned by abertis telecom) in Torre de Collserola to
reach 41.75%.

Incorporation of Saba Estacionamientos de Chile, S.A. 100% owned by saba and subsequent acquisition
of 100% of the companies Subterra, S.A and Subterra Dos,S.A. The three companies are fully
consolidated.

Incorporation of Las Mercedes, Sociedad Concesionaria, S.A. in which saba holds 33.33% (consolidated
by equity accounting).

Incorporation of Port Mobility and Parcheggi Pisa in which Saba Italia holds 10% (consolidated by
equity accounting) and 70% (fully consolidated), respectively.

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 shareholdings in subsidiary
companies on the date of first consolidation adjusted for the amount of latent capital gains on acquisition,
when applicable.

Goodwill is amortised systematically over a maximum period of twenty years, or, in the case of toll
highways and other concessions, over the remaining life of the concession, given that this period is
a better match for generating the required resources for recovery.

066 5. Financial information - 5.1. Consolidated Annual Accounts

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 year-end exchange rate:

• Capital and reserves are converted at historical exchange rates.

• 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 year-end exchange rate. 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 shareholders’ funds 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) are shown directly as an amount to be
recovered under “Financial investments –Other credits” (47,031 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

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 maximum period of 20 years, being the period over

which the investment is expected to be recovered.

• Administrative concessions. Correspond to the amounts paid to obtain the right to operate car parks

and 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 taken to profit and loss in the event that the asset
is found to be obsolete.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

067

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 brought into use.

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 written off after being replaced.

The costs of repairs and maintenance are charged to the profit and loss account in the year in which
they are incurred.

The depreciation 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, most are depreciated through allocation
to the reversion fund, where technically only the installations and other works of replacement are
depreciated 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

Rate

2-20%

6-30%

7-37.5%

7-20%

10-25%

20-37.5%

3.9-30%

5.6-20%

2-25%

068 5. Financial information - 5.1. Consolidated Annual Accounts

g) Financial assets and investments

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 by some companies of the Group in financing the investment in highways
which, in accordance with the rules applicable to the sector, are recorded against profit and loss based
on the proportion of total toll income per year projected in the companies’ financial plans.

Leases paid in advance that are charged to the profit and loss account over the term of the respective
contracts.

• Expenses derived from hedging operations that are recorded monthly over the period that the operation

is underway (see Note 21.d).

• Expenses incurred in raising loans, which are amortised on a straight-line basis over the loan period.

i) Inventories

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 setting up 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 for the year of fully
consolidated companies is shown as “Results attributed to Minority interests”.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

069

k) Reversion fund

The reversion fund of the Group companies is generated annually, and 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 concessionaire 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 (see Note 15).

m) Deferred income

This entry includes:

• Capital grants that are recorded when the requirements for their payment are met, being recognised
in the profit and loss account when they are paid and allocated over the estimated useful life of the
assets financed.

• Compensation from the Administration for works 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 transfer 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.

n) Commitments for pensions and other personnel-related liabilities

Meeting the corresponding employment agreements, different companies of the Group have obligations
to contribute to an employment system Pension Plan (Defined Contribution Plan) and, in respect
of certain employees, the obligation to pay a retirement bonus or lump sum, under certain conditions.
These commitments are externalised through an insurance policy.

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.

070 5. Financial information - 5.1. Consolidated Annual Accounts

p) Corporate Income Tax

The consolidated profit and loss account for the year reflects the Corporate Income 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 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 an 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

Amounts allocated annually to meet 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
depreciated 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.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

071

Note 4. Intangible fixed assets

The movement and balances of intangible fixed asset accounts in 2004 was as follows:

R+D expenses

Computer applications

Balance Change in
perimeter
31.12.03

6,495

34,140

—

Increase Decrease

Transfers

Exchange
Balance
difference 31.12.04

2,313

(475)

(380)

— 7,953

3,326

(1,076)

36,412

— 94,725

Administrative concessions

54,960

32,589

7,167

(51)

Goodwill

Studies and projects

Other

Total

209,775

1,101

18,965

—

387

—

— 362,615

— 572,390

(947)

—

541

(1)

(256)

— 18,745

325,436

32,626

13,193

(2.550) 362,059

2 730,766

The initial goodwill is basically derived from the acquisition of shareholdings in the companies aucat and
tradia (157,950 and 44,000 thousand euros respectively).

As a consequence of the merger in 2004 of abertis and Ibérica de Autopistas, S.A (see Note 1.b), the
goodwill that was stated under consolidation goodwill (see Note 7) has been transferred to the intangible
fixed assets account.

The changes in accumulated amortisation during the year were as follows:

Balance Change in
31.12.03 perimeter

Increase Decrease Transfer Exchange Balance
difference 31.12.04

R+D expenses

Computer applications

Administrative concessions

Goodwill

Studies and projects

Other

Total

3,073

18,826

22,508

19,114

216

7,506

—

418

1,475

5,106

3,883

— 28,655

—

(496)

—

2,147

(946)

—

— 4,548

23,438

— 26,809

— 47,769

— 1,417

919

— (1,503)

— 6,922

71,243

418

42,185

(1,442)

(1,503)

2 110,903

072 5. Financial information - 5.1. Consolidated Annual Accounts

Note 5. Tangible fixed assets

The movement and balances of the accounts under tangible fixed assets were as follows:

Balance Change in
perimeter
31.12.03

Increase

Decrease Transfers

Exchange
difference

Balance
31.12.04

Highway investment

6,085,044

Land and natural resources

13,676

Buildings and
other constructions

Other fixed assets

Other fixed assets
under construction

Total

385,273

911,740

46,907

7,442,640

—

79,978

(40,728)

15,143

471 6,139,908

488

(505)

—

13,677

5,531

(4,193)

3,258

(117)

389,752

21,130

(8,710)

21,385

945,629

56,797

(2,140)

(39,193)

—

62,371

163,924

(56,276)

611

418 7,551,337

The changes in accumulated depreciation for the year were:

Balance Change in
perimeter
31.12.03

Increase

Decrease

Transfer

Exchange
difference

Balance
31.12.04

Highway investment

221,081

—

33,337

(1,199)

(34,206)

(1,611)

217,402

Buildings and
other constructions

Other fixed assets

Total

95,576

503,730

820,387

—

15,447

(1,130)

64,472

(7,476)

—

111

(7)

109,886

(72)

560,765

— 113,256

(9,805) (34,095)

(1,690)

888,053

“Highway investment” includes the transfer in Iberpistas, S.A.C.E of the technical amortisation of the civil
works to the reversion fund (as set out in the Financial-Economic Plan) of an amount of 34,183 thousand
euros (see Note 15).

Investments in fixed assets outside of Spain rose to 236,008 thousand euros (298,793 thousand euros
gross less 62,785 thousand euros recorded as depreciation).

Included under fixed assets are revertible assets of 6,464 million euros, under the terms of the concession
agreement in each case, principally highway investment, including revaluations and adjustments of
3,194 million euros made under the applicable legal provisions.

Most of the buildings and other constructions are linked to the administrative concessions conceded
by different public corporations, which will revert to them at the end of the concession period.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

073

The following assets are fully depreciated:

Highway investment

Buildings and other constructions

Tollgate machinery

Tooling

Other installations

Furniture

Computer equipment

Other fixed assets

Total gross book value

Amount

56,045

5,553

51,253

3,270

230,859

3,011

9,342

3,256

362,589

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 concessionaire is responsible for insurance. The Group companies have also
taken out the necessary civil liability insurance policies covering their activities in general.

Note 6. Investments

The movement and balances of investments were as follows:

Balance Change in
31.12.03 perimeter

Increase

Decrease

Transfer

Exchange
difference

Balance
31.12.04

Holdings consolidated
by equity accounting

593,123

135,534

145,795

(34,086)

—

3,231

843,597

Loans to companies consolidated
by equity accounting

—

— 16,015

—

Long-term share portfolio

48,642

Long-term deposits
and guarantees

4,497

—

5,061

(1,665)

—

315

(116)

(2,139)

—

16,015

52,038

2,557

Other credits

188,195

1,079

7,727

(5,989)

8,934

— 199,946

Provisions

Total

(34,373)

— (8,108)

169

—

— (42,312)

800,084

136,613

166,805

(41,687)

6,795

3,231 1,071,841

074 5. Financial information - 5.1. Consolidated Annual Accounts

The changes and breakdown of the companies consolidated by equity accounting are:

Acesa Italia

Brisa

TBI

Túnel del Cadí

Iberacesa

Aulesa

Aurea Limited

Elqui

Coviandes

Trados 45

Autema

Irasa

Cilsa

Ciralsa

Concema

Torre de Collserola

Arasur

P. Autop. Chile Ltda.

Parcheggi Bicocca SRL

Proconex

PTY

Gicsa

Ibermadrid

Las Mercedes

Port Mobility

serviabertis

Adesal

Acesa SGPS

Total

Balance Change in
perimeter
31.12.03

Increase

Result Dividend/
Decrease

for year

Exchange
difference

Balance
31.12.04

181,323

131,080

— 23,850

79,700

(1,188)

— 283,685

—

— 18,000

(13,800)

— 135,280

— 122,317

42,397

39,550

36,346

32,394

22,281

21,035

20,045

18,900

16,184

13,388

—

12,542

8,666

4,426

1,164

2,338

—

230

500

463

353

—

375

—

200

150

—

(50)

—

730

2,004

—

781

—

848

— (1,215)

(581)

—

— 122,317

— 43,245

— 38,335

— 35,765

3,396

(1,907)

1,161

—

(96)

324

33,787

23,766

4,975

(5,932)

2,926

23,004

3,799

(4,659)

— 19,185

3,474

(3,408)

— 18,966

2,574

(756)

—

— 18,002

— 13,380

— 12,542

(8)

—

1,233

(1,210)

—

(90)

(331)

—

1,317

(1,000)

729

125

(11)

—

(752)

(230)

—

8,689

5,156

3,078

2,449

825

547

521

358

357

189

150

—

593,123

135,534

29,939

115,856

(34,086)

3,231 843,597

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

075

abertis does not have any additional commitments with respect to the holdings consolidated by equity
accounting apart from the investment itself, except for that detailed in Note 21.b. and in the Annex.

The long-term share portfolio is basically composed of the shareholding in Xfera Móviles, S.A. (33,178
thousand euros), in Terra Mítica (7,513 thousand euros) and the holding in Port Aventura and USPA Hoteles.
Both Xfera Móviles, S.A. and Terra Mítica are 100% provisioned.

The transfer of “Long-term deposits and guarantees” corresponds to the transformation of the deposit that
Saba Italia, S.p.A. has in its subsidiary Parcheggi Bicocca, S.r.l. into a loan and shareholding in the company.

“Other credits”, in addition to the balance of 47,031 thousand euros to be recovered from the hedge
mentioned in Note 3.c, carries the sum of 109 thousand euros from retevisión corresponding to tax credit
arising from tax losses and timing differences (see Note 17). The reclassification from short to long-term of
the prepaid taxes of abertis telecom is carried as a transfer.

Note 7. Consolidation goodwill

The movement during the year in consolidation goodwill was as follows:

Balance
31.12.03

Included in Additions Disposal Amortisation
perimeter

Transfer

Balance
31.12.04

176,674

—

105,331

1,899

—

98,397

—

(6,096)

— 170,578

(145)

(5,761)

— 101,324

—

1,708

—

72,295

65,445

29,872

28,394

26,153

13,637

12,116

6,159

6,265

3,778

141

—

(648)

(2,866)

(1,164)

(816)

(819)

(473)

(303)

(119)

(360)

(321)

(16)

—

— 98,397

— 71,647

— 62,579

— 28,708

— 27,578

— 27,042

— 13,164

— 11,813

—

6,040

5,905

3,457

125

—

Ibérica de Autopistas

362,615

— (362,615)

(68)

—

908,943

100,296

1,708

(145)

(19,830) (362,615) 628,357

Brisa

saba Group

TBI

GCO

Avasa

Trados 45

aucat

Autema

Concema

Cilsa

Aulesa

tradia

Codad

Coviandes

Iberacesa

Total

076 5. Financial information - 5.1. Consolidated Annual Accounts

The additions to the consolidation goodwill are due to acquisitions detailed in Note 2d.

The goodwill of Ibérica de Autopistas, S.A. was transferred to intangible fixed assets following the merger
with abertis (see Note 4).

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:

Balance
31.12.03

Change in
perimeter

Increase

Decrease

Exchange
difference

Balance
31.12.04

Expenses in raising finance

10,177

Deferred expenses
of financing highways

Other deferred expenses

Total

542,568

79,103

631,848

—

3,367

(2,477)

—

11,067

14,096

(22,616)

—

534,048

(12,202)

17,536

(37,295)

105

67,141

612,256

The deferred financial expenses correspond to the financing of the highways of the companies aumar,
Avasa and aucat.

“Other deferred expenses” basically includes:

• Expenses incurred in 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 (32,605 thousand euros).

• The advanced lease on part of the infrastructures of tradia (18,185 thousand euros).

• The counterpart of the outstanding acesa debt owed to the Ministry of Public Works, which is being

off-set by discounts payable by the Ministry (11,767 thousand euros).

• The expenses derived from the hedging operations in the acquisition of 48.6% of GCO (see Note 21.d)

for an amount of 3,931 thousand euros.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

077

Note 9. Accounts receivable

The breakdown of this entry by type of activity is as follows:

abertis

Highways

Car Parks

Telecommunications

Logistics

Airports

Total

Amount

11,647

162,812

15,020

82,450

3,733

4,498

280,160

Note 10. Short-term investments

The average yield on deposits held by Group companies during 2004 was 2.6% per annum.

078 5. Financial information - 5.1. Consolidated Annual Accounts

Note 11. Equity

The breakdown and movement in equity in the year ended 31 December 2004 was as follows:

Balance Distribution
result
31.12.03

Increase
in capital

Profit

Other
for year movements

Balance
31.12.04

Share capital

Share premium

Parent company reserves

1,575,661

579,690

—

78,783

—

Revaluation res. RDL 7/1996

479,495

—

(78,783)

Legal reserve

Voluntary reserves

158,668

258,259

32,902

87,865

Reserves in fully consol. companies (24,356)

(7,700)

Reserves -companies
by equity accounting

10,200

4,739

Exchange differences

(165,194)

—

— 1,654,444

— 579,690

— 400,712

— 191,570

6,932

353,056

— (20,300)

(52,356)

—

1,095

16,034

—

(1,264)

(166,458)

Profit for year

355,206

(355,206)

— 467,291

Interim dividend

(120,275)

120,275

—

— (126,289)

(126,289)

Total

3,107,354

(117,125)

— 467,291 (139,826) 3,317,694

a) Share capital

The share capital of abertis is made up of 551,481,375 registered shares with a par value of 3 euros per
share, fully subscribed and paid up. Of these, 514,445,009 shares are Class A and 37,036,366 are Class B
preference shares that have the same rights as the ordinary shares, and additionally, 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 difference between the reference price
of 14.87 euros per share and the average weighted price of the ordinary abertis shares in the quarter
prior to the due date, with a maximum payment of 4.25 euros per share.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

079

As the shares of abertis are bearer shares, the exact participation of shareholders in the share capital is
not known. However, based on the information available, the most significant holdings at 31 December
2004 are the following:

Caixa d’Estalvis i Pensions de Barcelona (”la Caixa”)

ACS, Actividades de Construcción y Servicios, S.A.

Caixa d’Estalvis de Catalunya

Sitreba, S.L.

23.99% (1)

17.58%

5.69%

5.50%

52.76%

(1) Caixa Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros (11.844%), VidaCaixa, S.A. de Seguros y Reaseguros

(0.504%), Inversiones Autopistas, S.L. (7.753%) and CaixaHolding, S.A., Sociedad Unipersonal (3.890%).

All the shares of the Company are listed on the stock exchanges of Barcelona, Bilbao, Madrid and Valencia,
being traded on the Spanish electronic trading system. The ordinary Class A shares are traded on the main
board (continuous market) and form part of the Ibex 35 index. The Class B preference shares are traded
under the Fixing mode, where single prices are set.

In addition, 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 Shareholders’ Meeting on 27 April 2004 agreed to pay a final dividend for 2003
of 0.223 euros gross per share, which represents 117,125 thousand euros. At said Shareholders’ Meeting
a bonus share issue was also approved, to be charged against the Revaluation Reserve Account, as per Royal
Decree-law 7/1996, dated 7 June, with one new share for every 20 shares, representing a sum of 78,783
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.

080 5. Financial information - 5.1. Consolidated Annual Accounts

b) Revaluation Reserve of Royal Decree-law 7/1996, of 7 June

This reserve originates from the revaluation of the fixed assets in the balance sheet of the Company,
by virtue of Article 5 of the above legislation.

After three years have passed from the balance sheet date and the revaluation has not been questioned by
the Tax Administration, the revaluation operations are deemed to be correct and the balance of the account
to be accepted by the Tax Authorities, and accordingly, the balance will be available for distribution to:

• Offset book losses.

•

Increase share capital.

• Create reserves freely available for distribution, ten years from the date of the balance sheet stating

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. Given the nature of the activity transferred of the subsidiary company acesa in
2002, the requirement that the capital gain be realised can only be understood as such when the company
acquiring the revalued assets as part of the new activity has amortised, transferred or written them off.

c) Legal reserve

In accordance with the revised text of the Spanish Companies Act, 10% of the annual profits must be
allocated to the legal reserve until this reserve reaches at least 20% of share capital. The legal reserve
cannot be distributed to shareholders unless the Company is wound up.

The legal reserve can be used to increase capital, provided the funds used come from the balance exceeding
10% of the capital that has been increased.

Apart from the purpose mentioned above, so long as this reserve does not exceed 20% of share capital,
it can only be used to offset losses when there are no other reserves available for this purpose.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

081

d) Reserves in fully consolidated companies and companies consolidated by equity accounting

The breakdown by companies of these entries is as follows:

saba Group

acesa Group

abertis logística Group

aumar

iberpistas Group

Codad

abertis telecom Group

Total reserves in fully consolidated companies

Coviandes

Aurea Ltd

acesa Group

Elqui

Iberpistas Chile Group

abertis logística Group

Irasa Group

GICSA

PTY

serviabertis

Trados 45

APR

Concema

iberpistas Group

Aulesa

Ausol

Total reserves in companies consolidated by equity accounting

Amount

14,176

3,222

3,025

(11,237)

(11,605)

(49,978)

(52,356)

Amount

18,203

9,715

6,637

4,955

1,829

1,065

474

404

243

(323)

(408)

(409)

(479)

(546)

(25,333)

16,034

082 5. Financial information - 5.1. Consolidated Annual Accounts

The negative reserves of the iberpistas Group are due partly to the impact of the amortisation of treasury
stock of 10 million euros in 2003 following the compulsory Public Takeover Offer 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 of this account by company is as follows:

Ausol

Codad

Coviandes

ACDL

Aurea Ltd

Elqui

Iberpistas Chile Group

saba Group

PTY

iberpistas

Total exchange differences

Amount

(122,215)

(18,182)

(10,675)

(5,582)

(5,154)

(4,631)

(1,310)

(339)

1,565

(166,458)

The exchange difference in Ausol reflects the impact of the devaluation of the Argentine peso.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

083

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:

Balance
31.12.03

Change in
holding

Results

Dividend

Exchange
difference

Balance
31.12.04

ACDL

Saba Italia

GCO

Sevisur

Satsa

saba

Rabat

Codad

Spel

Spasa

Iberpistas, S.A.C.E.

Total

—

22,692

—

(620)

22,072

—

11,856

12,925

6,066

1,176

1,056

1,011

749

4,287

—

530

—

(130)

(74)

—

250

(10)

(530)

—

(55)

—

(1,082)

2,167

(69)

107

112

(17)

(723)

—

(24)

(1,521)

(486)

(1,700)

—

7,510

1,107

1,033

994

708

580

279

—

27,844

22,211

(260)

(541)

(3,067)

46,187

Note 13. Negative consolidation differences

The movement in this entry during 2004 was as follows:

Saba Italia

Túnel del Cadí

Aurea Ltd

retevisión

Total

Balance
31.12.03

8,306

13,281

2,467

16,835

40,889

Decrease

Charge to
results

Balance
31.12.04

—

(512)

(154)

(696)

(112)

8,152

12,585

2,355

—

16,323

(962)

39,415

084 5. Financial information - 5.1. Consolidated Annual Accounts

Note 14. Deferred income

The movement during the year was as follows:

Grants

Other deferred income

Total

Balance
31.12.03

38,968

56,605

95,573

Increase

Charge to
results

Exchange
difference

Balance
31.12.04

188

1,628

1,816

(5,272)

(3,722)

(8,994)

—

33,884

54,600

88,484

The capital grants basically correspond to retevisión, of which 18,477 thousand euros are grants from
the European Regional Development Fund (FEDER).

“Other deferred income” at 31 December 2004 mainly includes:

• Payment to aumar from the Public Administration for works carried out in Sagunto, for 20,408 thousand

euros.

•

Income from the sale of car parks under saba concession. The Balance at 31 December 2004 totals
20,507 thousand euros.

Income received by acesa for the transfer of the use of fibre optic cables, of 10,603 thousand euros.

Note 15. Provisions for liabilities and expenses

The movements in this account for the year ended 31 December 2004 are as follows:

Balance
31.12.03

Allocations

Application

Transfers

Exchange
difference

Balance
31.12.04

Reversion fund
(see Note 3.k)

Other provisions
(see Note 3.l)

2,213,112

140,790

(6,309)

34,183

889

2,382,665

72,302

6,717

(10,899)

—

(206)

67,914

Total

2,285,414

147,507

(17,208)

34,183

683

2,450,579

Transfers in the “Reversion fund” include the transfer from Iberpistas, S.A.C.E of the technical amortisation
of the civil works (as stated in the Financial Plan) for an amount of 34,183 thousand euros (see Note 5).

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

085

Note 16. Bond issues and loans from credit institutions

The table below shows the balance of current credit operations at the end of 2004.

2005

2006

2007

2008

2009 Other maturities

Total

Bonds issued

178,050

9,573

10,444

189,573

1,175,824

1,573,908

Syndicated loans

—

2,500

101,000

17,500

20,000

50,000

191,000

Loans

89,031

157,574

46,854

16,827

36,677

676,355

1,023,318

Credit lines

283,499

—

— 283,499

Others

Total

120,468

51,140

54,430

56,107

35,165

98,421

415,731

671,048

220,787 212,728

100,878

281,415

2,000,600 3,487,456

At 31 December Group companies had debts in foreign currencies, principally held by Abertis
Infraestructuras Finance BV (US dollars), abertis (pounds sterling), Codad (US dollars), and GCO (Argentine
pesos), for the amounts of 371,463; 204,224; 62,445 and 36,585 thousand euros, respectively. In the case
of the debt of GCO, the toll income is pledged as guarantee for the repayment of these debts. Abertis
Infraestructuras Finance BV has contracted financial instruments to hedge the US dollar/euro exchange
rate, with the same nominal value and maturity as the bond issue made in dollars.

acesa has guarantees arranged in certain circumstances on bank loans granted to the Argentine subsidiary
company GCO, with the outstanding balance pending payment at 31 December 2004 of 147,224 thousand
Argentine pesos (36,585 thousand euros).

At 31 December the Group companies had contracted several financial operations (swaps and collars)
to act as a hedge on financing costs of loans for a nominal amount of 2,038,725 thousand euros.

Of these operations, 780,910 thousand euros were signed with related credit institutions (shareholders
of abertis that hold 5% or more of its share capital).

Part of the loan and credit operations that are shown as debts with credit institutions at 31 December 2004
(287,342 thousand euros long-term and 16,927 thousand euros short-term), were signed with credit
institutions related to abertis, at market interest rates.

The weighted average annual interest rate on long-term bonds and loans with credit institutions
is approximately 5.06%.

Short-term loans are expected to be refinanced in 2005.

086 5. Financial information - 5.1. Consolidated Annual Accounts

Note 17. Tax situation

abertis calculates tax in 2004 on a consolidated basis, as the parent company of the tax Group that
includes the following subsidiary companies: abertis logística, abertis telecom, acesa, serviabertis,
aucat, tradia, Adesal, Iberacesa, Isgasa, Iberpistas, S.A.C.E, castellana, Iberavasa, Proconex, Ibermadrid,
aumar, Aulesa, Gicsa, retevision, saba, Satsa and Parbla.

The reconciliation of the difference between the reported profit before tax in the accounts and the profit
subject to Corporate Income Tax is detailed in the notes to the annual accounts 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

Timing differences

- arising during the year

- from previous periods

Tax losses carried forward

Tax assessment base

Amount

678,257

-45,111

28,517

1,708

-46,079

617,292

The tax effect of accrued Corporate Income Tax expense during the year off-set against tax losses carried
forward is 15 thousand euros.

In calculating the tax payable, the companies of the consolidated Group have applied deductions to avoid
the double taxation internally on dividends received, as well as deductions on investments associated with
the undertaking of various activities, for a total amount of 15,415 thousand euros.

In addition, the Group has recorded taxes paid outside of Spain similar to Corporate Income Tax for the
sum of 2,079 thousand euros and the adjustments to the calculation of the expense accrued in 2003 after
having filed the corresponding returns for an amount of 2,975 thousand euros.

The balance at 31 December 2004 of prepaid tax totals 23,393 thousand euros (31,123 thousand euros
at 31 December 2003), largely made up of valuation differences and timing differences between tax and
accounting criteria for recording income and expenses.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

087

The balance at 31 December 2004 of the deferred tax totalled 100,070 thousand euros (120,641 thousand
euros at 31 December 2003), which mainly corresponds to the following items:

• Calculation of tax on income from forward operations on a cash basis, and similarly, the reversal of profit

from Spanish companies that have set up internationally; both relate to previous years.

• Deferred taxes recorded in aumar and Avasa as the result of applying the single transaction provision

of the Order of 10 December 1998 approving the standards of the General Accounting Plan for
concessionaire companies of highways, tunnels, bridges and other toll routes and in application of the
fiscal legislation.

The tax loss carry forwards available for offset for the companies of the consolidated accounting Group at
31 December 2004 totalled 343,736 thousand euros, falling due from 2005 to 2018. Of these tax loss carry
forwards, a sum of 113,072 thousand euros is registered as a tax credit under Accounts Receivable-Public
Treasury.

On 9 June 2004 the agreement on the merger between Abertis Infraestructuras, S.A. through the complete
takeover of Ibérica de Autopistas, S.A. was made public and the resulting winding up without liquidation of
the latter (see Note 1.b). This operation was carried out under the special fiscal regime of Chapter VIII of Title
VIII of the Corporate Income Tax Act, now Chapter VIII of Title VII of the Royal Decree Legislation 4/2004,
of 5 March, which approved the Amendment to the Corporate Income Tax Act.

As a consequence of the merger, the acquiring company took over the entire equity of the acquired
company under universal title, subrogating all the tributary rights and obligations conveyed in the goods
and rights transferred.

In general, the companies that form part of the abertis Group are open to inspection for the last four years
for all the taxes. abertis has received the corresponding Tax Assessments raised by the inspection based
on audits made between 1989 and 1993 and for 2000, of a partial nature and under a consolidated fiscal
regime, which the company has signed in disagreement. These assessments have been appealed and are
pending the decision of the authorities.

In addition, inspections of a general nature into the years 2000 to 2002 have begun during 2004, but are
limited to Abertis Infraestructuras, S.A. After the close of the financial year, the Tax Administration has
initiated various proceedings.

The impact that may be derived from these assessments on the Company’s equity has been provided for.

Additionally, due to possible differences in the interpretation of the tax regulations applicable to
certain operations, there are specific tax liabilities of a contentious nature that are difficult to quantify.
Nevertheless, the amount of tax that may be payable would not have a material impact on the
Consolidated Annual Accounts of the Company.

088 5. Financial information - 5.1. Consolidated Annual Accounts

Note 18. Income and expenses

a) Distribution of income

The breakdown of the net income by activity and markets for the ordinary activities of the Group is as
follows:

abertis - National

Highway operations

National

International

Car park operations

National

International

Telecommunication infrastructures

National

International

Logistic infrastructures – National

Airport operations – International

Total

b) Toll income

1,076,543

26,184

66,301

21,745

258,363

2,113

Amount

1,953

1,102,727

88,046

260,476

15,246

20,692

1,489,140

After the close of the financial year the Group received and recorded 14 million euros as income for 2005,
compensation for the rate revision not authorised by the Ministry of Public Works for the year 2000 for
the highways under State Control. The impact on rates for the years 2001, 2002 and 2003 is the object
of a claim filed by the Company in the courts.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

089

c) Personnel

The average workforce of the parent company and Group companies is as follows:

Permanent staff

Temporary staff

Total

d) Foreign currency transactions

4,860

644

5,504

The transactions made in foreign currency principally come from GCO (Argentine pesos) and Codad
(US dollars and Columbian pesos) with the breakdown in thousand euros shown as follows:

Toll income

Services provided

Services received

Interest expenses on financing

e) Extraordinary results

Amount

29,568

21,376

16,149

16,135

The entries for extraordinary expenses and income are generated primarily from the charge to results
of deferred expenses and income from the consolidated balance sheet.

090 5. Financial information - 5.1. Consolidated Annual Accounts

f) Contribution of each Company to consolidated results

The contribution by companies to the results due to the Parent Company is as follows (the amortisation
of the consolidation goodwill assigned to the parent company of the corresponding subgroup):

Consolidated
result

Minority
interests

Result due to
parent co.

acesa

aumar

Acesa Italia (Schemaventotto)

Iberpistas, S.A.C.E.

aucat

Brisa

saba Group

Iberavasa Group

retevisión

Coviandes

Trados 45

Autema

Aurea Ltd

GCO

Proconex

Concema

Elqui

Túnel del Cadí

PTY

abertis logística Group

tradia

Gicsa

Iberpistas Chile Group

Acesa SGPS

serviabertis

Ibermadrid

196,079

139,244

79,700

39,568

23,298

18,000

14,194

10,891

7,003

4,975

3,799

3,474

3,396

4,215

1,317

1,233

1,161

848

729

205

225

125

—

837

—

(2,167)

—

196,079

139,244

79,700

39,568

23,298

18,000

15,031

10,891

7,003

4,975

3,799

3,474

3,396

2,048

1,317

1,233

1,161

848

729

274

225

125

(continued on next page)

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

091

(continued)

AI Finance BV

castellana

Aulesa

Irasa

Iberacesa Sub-group

abertis telecom

Codad

abertis

Total

Consolidated
result

Minority
interests

Result due to
parent co.

(23)

(91)

(581)

(756)

(1,215)

(5,948)

(10,142)

(68,027)

467,031

—

1,521

260

(23)

(91)

(581)

(756)

(1,215)

(5,948)

(8,621)

(68,027)

467,291

The results for the year of Acesa Italia is mainly due to the capital gain obtained on the sale of 10%
of Autostrade by Schemaventotto (60 million euros) and the sale of 5% of abertis by Autostrade
(10 million euros).

Note 19. Environment

The criteria of the Group is to give maximum importance to the activities of protecting and conserving
the environment, and each subsidiary company has adopted the necessary measures to minimise the
environmental impact of the infrastructures managed, to achieve the maximum possible integration with
their surroundings.

The abertis Group in 2004 has invested the sum of 5,243 thousand euros on improving the environment,
through the following actions:

• Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on ramps and

off-ramps.

• Clearing and upkeep of green zones along the highway.

• Cleaning up and clearing of forested slopes and/or in semi-urban or urban zones to avoid the risk of fire

and improve visual appearance of the highway.

092 5. Financial information - 5.1. Consolidated Annual Accounts

• Restoration and improvement of margin areas destroyed by fires by replanting native trees. This will
lead to an improved landscape, whilst also helping to increase the forestry value of the highway.

•

Installation of both visual screens and vegetation to reduce the visual impact and noise levels at certain
points of the highway.

• Special repaving to enhance the absorption of sound generated by traffic.

• Works to improve the rest areas and the areas surrounding tollgates by planting new species and

installing both natural and artificial screens for greater integration and safety to impede the entry
of unauthorised personnel to these installations.

• Construction of animal paths so that animals can pass from one side of the highway to the other

without having to cross the highway.

• Complete conservation of the green zones in the rest areas, tollgates and maintenance areas, as well

as along the highways and around the on-ramps and off-ramps.

Note 20. Information on Board Members

In accordance with the provisions of Article 127 ter. 4 of the Spanish Companies Act, pursuant to Law
26/2003, of 17 July, which amended the Securities Exchange Act 24/1988, of 28 July, and the Amendment
to the Spanish Companies Act, aimed at increasing the transparency of listed companies, the companies
with the same, similar or complementary business activity of Abertis Infraestructuras, S.A., in which
members of the Board of Directors have shareholdings, as well as their functions, if applicable, excluding
those companies controlled by the abertis Group.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

093

Shareholder

Company

Activity

Shareholding

Functions

ACS, Actividades
de Construcción
y Servicios, S.A.

Dragados Concesiones
de Infraestructuras, S.A.

Concesionaria Vial
de los Andes

Infrastructures
Concessionaire

Dragados Concesiones
de Infraestructuras, S.A.
and subsidiary
companies as listed

Autovía de la Mancha, S.A.

Bidelan Gipuzkoano
Autobideak, S.A.

Sociedad Concesionaria
Autopista Central, S.A.

Aerocali, S.A.

Ferrocarriles del Norte
de Colombia, S.A.

Infrastructures
Concessionaire

Aeropuertos Mexicanos
del Pacífico, S.A. de C.V.

Infrastructures
Concessionaire

MBJ Airports Ltd

Road Management
A13 plc

Road Management
Services (Darrington)
Holding Ltd

Infrastructures
Concessionaire

Bakwena Platinum
Corridor Concesionaire Ltd

Infrastructures
Concessionaire

Pt Operational Services Ltd

Tag Reg, S.A.

TP Ferro Concesionaria, S.A.

Celtic Road Group

Road Users Services

Infrastructures
Concessionaire

0.96%

99.99%

66.67%

50.00%

48.00%

33.33%

71.32%

28.16%

35.00%

25.00%

33.33%

50.00%

3.33%

27.00%

—

(continued on next page)

094 5. Financial information - 5.1. Consolidated Annual Accounts

(continued)

Shareholder

Company

Activity

Shareholding

Functions

Dragados Concesiones
de Infraestructuras, S.A.

Inversora de
Infraestructuras, S.L.

Infrastructures
Concessionaire

Sociedad Concesionaria
Infrastructures
Vespucio Norte Express, S.A. Concessionaire

Circunvalación
de Alicante, S.A.

Accesos de 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.

Carmelton Group LTD

Rutas del Pacífico, S.A.

Infrastructures
Concessionaire

Desarrollo de Concesiones
Ferroviarias, S.L.

Infrastructures
Concessionaire

Guadalquivir Sociedad
Infrastructures
Concesionaria de la Junta de Concessionaire
Andalucía Guadalmetro, S.A.

Desarrollo de Concesiones
Aeroportuarias, S.L.

Infrastructures
Concessionaire

SCL Terminal Aeropuerto
Santiago, S.A.

Infrastructures
Concessionaire

Scutvias-Autostradas
da Beira Interior, S.A.

Autopistas del Sol, S.A.

Caixa de Catalunya

Túnel del Cadí

Retevisión Móvil, S.A.

Infrastructures
Concessionaire

99.99%

54.00%

50.00%

15.75%

13.32%

35.00%

25.00%

40.00%

50.00%

99.99%

27.83%

99.99%

14.78%

26.65%

8.18%

3.55%

2.10%

—

(continued on next page)

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

095

(continued)

Shareholder

Company

Activity

Shareholding

Functions

Dragados, S.A.
(Previously Dragados
Obras y Proyectos, S.A.)

Ferrocarriles del Norte
de Colombia, S.A.

Infrastructures
Concessionaire

Aufe, S.A.

Aunor, S.A.

Concesionaria Vial
del Sur, S.A.

Autopistas del Sol, S.A.

Infrastructures
Concessionaire

5.32%

78.00%

85.00%

25.00%

6.40%

Isidro Fainé Casas

Telefónica, S.A.

Communication

0.0001%

Ángel García Altozano

ACS, Actividades
de Construcción
y Servicios, S.A.

José Luis Olivas Martínez

Acciona, S.A.

Grupo Ferrovial, S.A.

Construction
and Services

Infrastructures
Concessionaire

0.01%

0.0008%

Montes de Piedad
y Caja de Ahorros de
Ronda, Cádiz, Almería,
Málaga y Antequera
(Unicaja)

Telefónica, S.A.

Telecommunications

0.0002%

Ausur, Servicios
de la Autopista, S.A.

Logistics

5.00%

Autopista del Sol,
Infrastructures
Concesionaria Española, S.A. Concessionaire

Autopista del Sureste,
Concesionaria Española
de Autopistas, S.A.

Infrastructures
Concessionaire

Inversora de Autopistas
del Sur, S.L.

Infrastructures
Concessionaire

Autopista Madrid Sur,
Infrastructures
Concesionaria Española, S.A., Concessionaire
Sociedad Unipersonal

15.00%

5.00%

10.00%

—

Deputy
Chairman

Corporate
General
Manager

—

(continued on next page)

096 5. Financial information - 5.1. Consolidated Annual Accounts

(continued)

Shareholder

Company

Activity

Shareholding

Functions

Montes de Piedad
y Caja de Ahorros de
Ronda, Cádiz, Almería,
Málaga y Antequera
(Unicaja)

Autopista de
la Costa Cálida,
Concesionaria Española
de Autopistas, S.A.

Sociedad Municipal
de Aparcamientos
y Servicios, S.A.

Centro Integral de
Mercancías, S.A.

Red de Banda Ancha
de Andalucía, S.A.

Infrastructures
Concessionaire

4.50%

Board
Member

Car parks

24.50%

—

Logistics

10.28%

Telecommunications

10.00%

Auna Operaciones
de Telecomunicaciones, S.A.

Telecommunications

2.21%

Islalink, S.A.

Telecommunications

13.70%

Val de
Telecomunicaciones, S.L.

ACS, Actividades
de Construcción
y Servicios, S.A.

Telecommunications

4.46%

Construction

0.003%

Pablo Vallbona Vadell

—

Board
Member

—

Deputy
Chairman

With respect to offices or functions, and in accordance with the legislation previously mentioned, a list of
the Board Members that hold positions in companies with the same, similar or complementary activity as
the business activity of the Company is set out overleaf. Those companies controlled by the abertis Group
have not been included.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

097

Shareholder

Company

Activity

Position

ACS, Actividades
de Construcción
y Servicios, S.A.

Dragados, S.A.

Construction

Board Member

ACS, Servicios,
Comunicaciones y Energía, S.L.

Construction and Services Board Member

ACS, Servicios y Concesiones, S.L.

Construction and Services Board Member

Salvador Alemany Mas

Centro Intermodal
de Logística, S.A.

Logistics

Deputy Chairman

Accesos de Madrid,
Concesionaria Española, S.A.

Highway Concessionaire

Deputy Chairman

Alazor Inversiones, S.A.

Highway Concessionaire

Board Member

Autostrade, S.p.A

Highway Concessionaire

Board Member

Autostrade per l’Italia, S.p.A

Highway Concessionaire

Board Member
(until 5/11)

Gilberto Benetton

Autostrade, S.p.A

Highway Concessionaire

Board Member

Isidro Fainé Casas

Autostrade, S.p.A.

Highway Concessionaire

Board Member
(until 15/10)

Brisa, Auto-estradas
de Portugal, S.A.

Highway Concessionaire

Board Member

Ángel García Altozano

ACS, Servicios, Comunicaciones
y Energía, S.L.

Construction and Services Board Member

ACS, Servicios y Concesiones, S.L.

Construction and Services Board Member

Dragados Concesiones
de Infraestructuras, S.A.

Construction and Services Board Member

Dragados, S.A.

Construction

Board Member

ACS-Sonera Telefonía Móvil, S.L.

Communication

Xfera Móviles, S.A.

Communication

Broadnet Consorcio, S.A.

Communication

Chairman

Vías y Construcciones, S.A.

Construction

Board Member

Cobra Instalaciones
y Servicios, S.A.

Construction and Services Board Member

Telefónica Internacional

Communication

Board Member

Miguel Ángel
Gutiérrez Méndez

Telefónica Argentina

Communication

Board Member

Pablo Vallbona Vadell

ACS, Actividades
de Construcción y Servicios, S.A.

Construction

Deputy Chairman
(non-Executive)

Additionally, one of the main activities of the ACS Group is the promotion, management and operation
of transport infrastructures.

098 5. Financial information - 5.1. Consolidated Annual Accounts

Note 21. Other information

a) Annual remuneration of the Board Members for their services to the Board of Directors of the Company
is fixed as a share of the net profits. Such remuneration can only be paid out once the payment of dividends
and transfers to reserves required by law are covered and cannot 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 Infraestructuras, S.A., as members
of the Board of Directors, totalled 1,533 thousand euros in 2004, which is less than the statutory limit.

Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was 2,014 thousand
euros, which corresponds to fixed remuneration.

In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received are
contributions made to cover pension liabilities (1,759 thousand euros) and life insurance (37 thousand
euros).

The total remuneration to Board Members of Abertis Infraestructuras, S.A. in the other companies of the
Group totalled 646 thousand euros and 246 thousand euros in associated companies.

Abertis Infraestructuras, S.A. does not use a system linked to the evolution of the Company’s share price
for the remuneration of any of its employees or any of the members of the Board of Directors.

b) At 31 December the Group has given the following guarantees to third parties provided by financial
entities, broken down by company as follows:

abertis

saba

acesa

aumar

castellana

retevisión

tradia

Avasa

aucat

Sevisur

Iberpistas, S.A.C.E.

Total

Amount

122,171

38,547

21,258

19,232

17,888

10,335

3,769

3,720

2,546

522

240,024

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

099

Out of the total guarantees, 93,545 thousand euros corresponded to guarantees given in relation to the
operating agreements of different companies. The rest correspond to certain commitments contracted by
the subsidiary companies (investments, financing, etc). It is not expected that these guarantees will lead
to unexpected material liabilities.

c) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. from abertis and its Group
companies for statutory auditing services totalled 335 thousand euros and for other audit work provided
totalled 90 thousand euros. In addition, the fees received during the year by other companies trading under
the name PricewaterhouseCoopers for audit services and other services provided totalled 97 and 411
thousand euros, respectively.

d) In the year 2000, abertis contracted exchange rate hedges on the investment made in the Argentine
company GCO.

The following financial instruments have been contracted:

• Transactions without the exchange of principal on expiry (Non Delivery Forward). The nominal value

of all these transactions is USD 120.6 million. abertis sells 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 current 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 straight-line 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.

e) The Company is analysing the impact that the new international accounting standards (IAS) will have
on the consolidated financial statements of abertis, which may be affected by the specific interpretation
of the IAS for concessionaires, which was being analysed and studied by the international regulatory bodies
at the time of preparing these Consolidated Annual Accounts.

100 5. Financial information - 5.1. Consolidated Annual Accounts

Note 22. Financial plan

In accordance with the provisions laid down in current legislation, the Spanish highway concessionary
companies have their respective financial plans approved by the corresponding Administration.

Note 23. Subsequent events

During 2005, ACDL has completed the Public Takeover Offer for the Shares of the TBI group, taking control
of 100% of the share capital.

saba acquired in January 2005 40% of its Italian subsidiary Saba Italia from Autostrade. On completing
the operation, which involved an investment of 11.3 million euros, saba gained full control of Saba Italia.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

101

ANNEX*

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Auditors

Share
capital

% Shareholding
direct

Company owning

indirect indirect shareholding

FULLY CONSOLIDATED

Abertis
Infraestructuras
Finance, B.V.

Rokin, 55 1012KK.
Ámsterdam
(Netherlands)

Highway operations

Autopistas, C.E.S.A.
(ACESA)

Av. del Parc Logístic,
12-20. Barcelona

Autopistes de
Catalunya, S.A. (AUCAT) 12-20. Barcelona

Av. del Parc Logístic,

Autopistas-Conces.
Espanhola, SGPS, S.A.

Rua General Norton
de Matos, 21-A.
Arquiparque Algés Oeiras.
(Portugal)

Financing

—

100.00

—

Toll highway
concessionaire

Holding company
of concessionaires

PwC

876,465

100.00

—

PwC

96,160

100.00

acesa

PwC

1,000

100.00

—

acesa

Grupo Concesionario
del Oeste, S.A. (GCO)(1)

Ruta Nacional, nº 7,
km 25,92. Ituzaingó
(Argentina)

Toll highway
concessionaire

PwC

20,160

—

48.60

acesa

Autopistas Aumar
S.A.U.C.E (AUMAR)

Paseo de la Alameda, 36.
Valencia

Toll highway
concessionaire

PwC

419,643

100.00

PwC

50,000

100.00

—

Iberpistas, S.A.U.C.E.

Pío Baroja, 6. Madrid

Castellana de Autopistas, Pío Baroja, 6. Madrid
S.A.U.C.E. (Castellana)

Toll highway
concessionaire

PwC

46,800

—

100.00

iberpistas

Pío Baroja, 6. Madrid

Holding company

PwC

24,207

—

100.00

iberpistas

Iberavasa
de Inversiones, S.L.U.

Car parks

Saba Aparcamientos, S.A. Av. del Parc Logístic,

Car park operator

PwC

18,243

99.26

—

(SABA)

12-20. Barcelona

Saba Estacionamientos Andrés Bello, 2777.

Car park operator

PwC

11,500

—

99.26

saba

de Chile, S.A.

Las Condes. Santiago

(Chile)

Concesionaria Subterra

Andrés Bello, 2777.

Car park operator

PwC

1,248

—

99.26

Saba Chile

Las Condes. Santiago

(Chile)

Concesionaria

Subterra Dos

Andrés Bello, 2777.

Car park operator

PwC

805

—

99.26

Saba Chile

Las Condes. Santiago

(Chile)

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

102 5. Financial information - 5.1. Consolidated Annual Accounts

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Auditors

Share
capital

% Shareholding
direct

Company owning

indirect indirect shareholding

FULLY CONSOLIDATED

Spel-Sociedade

de Parques de

Guedes de Azevedo,

Car park operator

PwC

6,000

—

99.26

saba

148-180.

Estacionamento,

Porto (Portugal)

S.A. (Spel)

Liz Estacionamientos

Guedes de Azevedo,

Car park operator

PwC

500

—

50.62

Spel

148-180. Porto (Portugal)

Parbla, S.A.

Sabino Arana, 38.

Car park operator

—

99.26

saba

Barcelona

Societat Pirenaica

Pau Casals, 7.

Car park operator

—

301

—

89.33

saba

d’Aparcaments, S.A.

Escaldes-Engordany

(Spasa)

(Principality of Andorra)

Societat d’Aparcaments Plaça Vella, subsuelo.

Car park operator

PwC

7,313

—

87.39

saba

de Terrassa, S.A. (Satsa)

Terrassa

Saba Italia, S.p.A.

Via delle Quattro

Car park operator

PwC

28,600

—

59.56

saba

Fontane, 15. Rome (Italy)

Saba Campo

San Giacomo

Via delle Quattro

Car park operator

—

100

—

58.96

Saba Italia

Fontane, 15. Rome (Italy)

Parcheggi Pisa

Via delle Quattro

Car park operator

—

41.69

Saba Italia

Fontane, 15. Rome (Italy)

Rabat Parking, S.A.

Rue de Larache, 8.

Car park operator

Other

1,879

—

50.62

saba

Rabat (Morocco)

auditors

Logistic Services

Abertis Logística, S.A.

Av. del Parc Logístic,

Promotion, logistics

PwC

55,832

100.00

—

12-20. Barcelona

and technical assistance

Sevisur Logística, S.A.

Moratín, 1. Seville

Construction and

PwC

3,000

—

60.00

Telecommunications

operation of

logistic areas

abertis

logística

Abertis Telecom, S.A.

Av. del Parc Logístic,

Telecommunication —

300,000

100.00

—

12-20. Barcelona

services

Difusió Digital

Societat de

Telecomunicacions,
S.A. (TRADIA)

Motors, 392. L’Hospitalet

Operator of

Other

131,488

—

100.00

de Llobregat. Barcelona

telecommunication

auditors

infrastructures

abertis

telecom

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

103

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Auditors

Share
capital

FULLY CONSOLIDATED

% Shareholding
direct

Company owning

indirect indirect shareholding

Retevisión I, S.A.

Gran Via de les Corts

Operator of

Other

81,270

—

100.00

Catalanes, 130-136.

telecommunication

auditors

Barcelona

infrastructures

abertis

telecom

Airports

Airport Concession

159 New Bond Street

Holding company

—

22,072

90.00

—

and Development

London W1S 2UD

Limited (ACDL)

(United Kingdom)

of airport

companies

Compañía de Desarrollo Carrera, 13, 93-40.

Construction

Aeropuerto Eldorado,
S.A. (CODAD)

Santafé de Bogotá
(Colombia)

and maintenance
of airports

Other

auditors

11,455

85.00

CONSOLIDATED BY PROPORTIONAL INTEGRATION

Highway operations

Autopistas

Barrio de Anuntzibai,

Toll highway

Other

234,000

50.00(2)

Iberavasa

Vasco-Aragonesa,

s/n, 48410. Orozco.

concessionaire

auditors

C.E.S.A. (AVASA)

Vizcaya

Logistic services

Parc Logístic de la Zona Av. del Parc Logístic,

Promotion and

Franca, S.A. (PLZF)

12-20. Barcelona

Areamed 2000, S.A.

Via Augusta, 21-23.

Barcelona

operation of

logistic areas

Operation of

service areas

Other

auditors

Other

auditors

23,742

50.00

abertis

logística

abertis

logística

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

104 5. Financial information - 5.1. Consolidated Annual Accounts

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Auditors

Share
capital

CONSOLIDATED BY EQUITY ACCOUNTING

% Shareholding
direct

Company owning

indirect indirect shareholding

Serviabertis, S.L.

Av. del Parc Logístic,

Administrative and

PwC

100.00

—

12-20. Barcelona

management services

Highway operations

Aurea Limited

180 Strand, London

Holding company

Other

14,182

100.00

(United Kingdom)

of concessionaires

auditors

Promoción de Autopistas Gertrudis Echenique, 30.

Toll highway

PwC

527

100.00

—

Chile Limitada

Las Condes- Santiago

concessionaire

(Iberpistas Chile)

(Chile)

Gestión Integral de

Montalbán, 5. Madrid

Administration and —

100.00

—

Concesiones, S.A.

(GICSA)

management of

infrastructures

Autopistas de León,

Villadangos del Páramo,

Toll highway

PwC

34,642

79.20

—

S.A.C.E. (AULESA)

ctra. Santa María

concessionaire

del Páramo. León

Autopistas de Puerto

Montellano, sector embalse.

Infrastructures

Rico y Compañía, S.E.

San José (Puerto Rico)

concessionaire

Other

auditors

1,099

75.00

—

(APR)

Autopista Trados-45,

Ctra. M-203 P.K. 0,280.

Infrastructures

PwC

27,648

50.00

S.A. (TRADOS-45)

Madrid

concessionaire

Concesionaria Vial

Carrera novena, 126-91.

Infrastructures

de los Andes, S.A.

Santafé de Bogotá

concessionaire

Other

auditors

8,602

39.04

(COVIANDES)

(Colombia)

—

Pt Operational Services 1 Lavender Road.

Limited (PTY)

Bon Accord 009.

Operation and

maintenance

Other

auditors

33.30

—

Pretoria (South Africa)

Autopistas del Sol,

Leandro N. Alem, 986,

Toll highway

S.A. (AUSOL)

piso 4. Buenos Aires

concessionaire

(Argentina)

Sociedad Concesionaria Av. Andrés Bello, 2777 -Las Toll highway

del Elqui, S.A. (ELQUI)

Condes- Santiago (Chile)

concessionaire

Concesiones de

Av. Europa, 18.

Madrid, S.A. (CONCEMA) Alcobendas. Madrid

Infrastructures

concessionaire

PwC/

Other

auditors

Other

auditors

Other

auditors

43,585

31.59

—

72,308

25.00

28,798

25.00

—

Infraestructuras

Golfo de Salónica, 27.

Administration and Other

8,228

22.50(3)

y Radiales, S.A. (IRASA) Madrid

management of
infrastructures

auditors

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

—

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

105

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Brisa, Auto-estradas

Quinta da Torre da

de Portugal, S.A. (4)

Aguilha, Edificio

Toll highway

concessionaire

Auditors

Other

auditors

Brisa, 2785-589.

São Domingos de

Rana (Portugal)

Share
capital

% Shareholding
direct

Company owning

indirect indirect shareholding

600,000(5)

—

10.00

Autopistas-

Conces.

Espanhola,

SGPS

Acesa Italia, S.R.L.

Via delle Quattro

Holding company

PwC

166,341(6)

—

100.00

acesa

Fontane, 15. Rome (Italy)

of concessionaires

Schemaventotto, S.p.A. Calmaggiore, 23.

Holding company

Other

445,536

—

13.33

Treviso (Italy)

of concessionaires

auditors

Acesa

Italia

Autostrade, S.p.A. (7)

Via A. Bergamini, 50.

Toll highway

Other

571,712(5)

—

6.95 Schemaventotto

Rome (Italy)

concessionaire

auditors

Túnel del Cadí, S.A.C.

Carretera de Vallvidrera

Toll highway

a St. Cugat, km 5,3.

concessionaire

Barcelona

Other

auditors

105,504

—

37.19

acesa

Autopista Terrassa-

Autopista C-16, km 41.

Toll highway

PwC

69,411

—

23.72

acesa

Manresa, Autema,

Barcelona

concessionaire

Concessionària

de la Generalitat

de Catalunya, S.A.

(AUTEMA)

Ciralsa, S.A.C.E.

Av. Maisonnave, 41.

Construction,

—

50,167

—

25.00

aumar

Alicante

maintenance and

operation of

toll highways

Iberacesa, S.L.

Caleruega, 102-104.

Holding company —

32,229

—

100.00

iberpistas

Madrid

of concessionaires

Ingeniería y Sistemas

Pío Baroja, 6. Madrid

Technical

—

100.00

Iberacesa

de Gestión de Autopistas,

S.A. (ISGASA)

engineering services

Alazor Inversiones, S.A.

Rozabella, 6. Las Rozas.

Holding company

Other

199,000

23.34

Iberacesa

Madrid

of concessionaires

auditors

Accesos de Madrid,

Rozabella, 6. Las Rozas.

Toll highway

C.E.S.A.

Madrid

concessionaire

Other

auditors

199,000

—

23.34

Alazor

Inversiones

Tacel Inversiones, S.A.

Hórreo, 11. Santiago

Holding company

Other

32,250

—

18.00

Iberacesa

de Compostela

of concessionaires

auditors

Autopista Central
Gallega, C.E.S.A. (ACEGA) de Compostela

Hórreo, 11. Santiago

Toll highway
concessionaire

Other
auditors

32,250

—

18.00

Tacel
Inversiones

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

106 5. Financial information - 5.1. Consolidated Annual Accounts

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Auditors

Ibermadrid de

Pío Baroja, 6. Madrid

Study, development —

Share
capital

500

Infraestructuras, S.A.

and construction

of civil works

infrastructures

% Shareholding
direct

Company owning

indirect indirect shareholding

100.00

Iberpistas

Proconex, S.A.

Pío Baroja, 6. Madrid

Operation

—

100

100.00

iberpistas

of sub-leased

service areas

Road Management

130 High Street Old

Group (RMG)

Woking, Surrey

(United Kingdom)

Toll highway

concessionaire

Other

auditors

35,931

25.00

Aurea

Limited

Gestora de Autopistas,

Andrés Bello, 2777.

Toll highway

PwC

1,058

51.00

Promoción de

S.A. (GESA)

Las Condes- Santiago

concessionaire

(Chile)

M-45 Conservación, S.A. Ctra. M-203 P.K. 0,280.

Conservation

—

553

—

37.50

Madrid

and maintenance

of infrastructures

Autopistas

Chile Limitada

Trados45/

Concema

Autopista del Henares,

Golfo de Salónica, 27.

Toll highway

S.A.C.E. (HENARSA)

Madrid

concessionaire

Other

auditors

96,700

—

22.50 Infraestructuras

y Radiales

Erredosa

Golfo de Salónica, 27.

Administration

Other

—

22.50 Infraestructuras

Infraestructuras, S.A.

Madrid

and management

auditors

y Radiales

(ERREDOSA)

Car Parks

infrastructures

Las Mercedes Sociedad

Las Mercedes, s/n.

Car park operator

—

611

—

33.33

saba

Concesionaria, S.L.

Las Arenas-Getxo Vizcaya

Parcheggi Bicocca

Via Gaetano Negri, 10.

Car park operator

—

1,500

—

14.89

Saba Italia

Milan (Italy)

Port Mobility

Località Porto del Turco, 53. Car park operator

—

1,500

—

5.96

Saba Italia

Civitavecchia. Rome (Italy)

Logistic services

Araba Logística, S.A.

Olaguibel, 2. Vitoria

(ARASUR)

PwC

6,408

—

39.77

Construction

and operation

of logistic areas

Centro Intermodal

Av. Ports d’Europa, 100.

Promotion

de Logística, S.A.

Barcelona

(CILSA)

and operation

of logistic areas

Other

auditors

15,467

—

32.00

abertis

logística

abertis

logística

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

107

Subsidiary and associated companies (thousand euros)

Company

Registered office

Activity

Auditors

Share
capital

Telecommunications

% Shareholding
direct

Company owning

indirect indirect shareholding

Adquisición de

Motors, 392. L’Hospitalet

Inactive

—

100.00

tradia

Emplazamientos, S.L.

de Llobregat. Barcelona

(ADESAL)

Torre de Collserola, S.A. Ctra. de Vallvidrera

Construction

a Tibidabo, s/n. Barcelona

and operation

Other

auditors

12,020

—

41.75

retevisión

of telecommunication

infrastructures

Airports

TBI, plc (8)

159 New Bond Street

London W1S 2UD

(United Kingdom)

Operation

of airports

PwC

81,388

—

26.28

ACDL

Foreign currency amounts converted to euro using exchange rate at close.

(1) The shares of GCO are traded on the Argentina Stock Exchange. The average weighted price in the last quarter of 2004
was 1.36 Argentine pesos. At year-end the share price was 1.66 Argentine pesos. 57.6% of the voting rights are held.

(2) The shares of Avasa are pledged by virtue of the share pledge agreement dated 2/8/2001 as guarantee on a loan.
(3) Direct shareholding of abertis 15%. Indirect holding through iberpistas and Avasa of 7.5%.
(4) The shares of Brisa, Auto-estradas de Portugal, S.A. are traded on the Lisbon Stock Exchange. The average weighted price in

the last quarter of 2004 was 6.47 euros. At year-end the price was 6.75 euros.

(5) Information at 30 June 2004.
(6) Information at 31 December 2003.
(7) The shares of Autostrade, S.p.A. are traded on the Milan Stock Exchange. The average weighted price in the last quarter

of 2004 was 17.907 euros. At year-end the price was 19.70 euros.

(8) Group that was listed on the London Stock Exchange until its acquisition by ACDL. This group is made up of various

companies in different countries and operates (under concession or ownership) in eight international airports (Europe,
United States and Latin America) and manages fully or partially, on behalf of governments or local authorities, another
six airports.

* This annex forms an integral part of Note 2 to the 2004 Consolidated Annual Accounts, with which it should be read.

108 5. Financial information - 5.1. Consolidated Annual Accounts

ABERTIS INFRAESTRUCTURAS, S.A.

Consolidated Management Report for 2004

The 2004 financial year represents another step forward in the process of growth and consolidation for the
abertis Group as one of the leading managers of mobility and communications infrastructures operating
in highways, car parks, logistic infrastructures, telecommunication infrastructures and airports.

As head of an important business group, the objective of abertis is to continue offering its shareholders a
balanced combination of investments in the sectors mentioned above that ensure an adequate combination
of low risk, growth and yield. In this respect, the following events in 2004 should be highlighted:

•

In the highways sector, the award of the Alicante Ring Road tender to a consortium in which abertis
holds 25%, the start of operations of Radial 3 and 5 in Madrid (23% share held by abertis), the
acquisition of 0.5% shareholding in Schemaventotto (company that groups the core shareholders of
Autostrade) and the capital gains on the sale by Schemaventotto of 10% of Autostrade and the sale
by Autostrade of 5% of abertis. With the objective of rationalising the ownership structure of the Group
the operations of abertis and iberpistas (100% owned) have been merged.

In the car parks sector, during the year saba has reached an important agreement on a new fee model
with the Barcelona City Council, along with an investment plan to improve the car parks and an
extension of the concessions. It has commenced its expansion in Chile with the acquisition of 6 car parks
and has embarked on the construction of new car parks in Italy, one of the two main axes, together with
Portugal, of its international expansion until entering Latin America.

In the logistic infrastructures sector, development of the logistics projects at Alava, Seville and ZAL Prat,
in which abertis is a shareholder, continues according to plan and the Logistics Park of Zona Franca and
ZAL Barcelona are fully occupied.

In the telecommunication infrastructures sector, the inclusion of Retevisión Audiovisual in the accounts
for 2004 should be noted, having been acquired at the end of 2003, as well as the increase in the
shareholding in Torre de Collserola to become the main shareholder with 41.75%.

Lastly, in the airport sector the company ACDL was incorporated at the end of the year and presented
a Public Takeover Offer for the British airport operator TBI, which was successfully completed in 2005
by taking 100% control. At the end of 2004, investment totalled 204.2 million euros for the acquisition
of 29% of TBI, which has been consolidated by equity accounting.

Annual Report 2004

5. Financial information - 5.1. Consolidated Annual Accounts

109

All these actions, combined with the positive performance of the other businesses and activities, have had
a positive impact on the key figures and results for the year.

The 2004 consolidated profit and loss account of abertis is not comparable with the previous year due
to the abovementioned consolidation of retevisión during its first full year of activity within the Group.
The profit for the year was 467 million euros, which represents an increase of 32% on the previous year
(11.8% if we exclude the effect of the extraordinary capital gains of 70 million euros obtained from the
Italian associated companies).

Operating income rose to 1,534 million euros (20% more than 2003). The highways sector contributed
74% of total income, car parks 6%, telecommunication infrastructures 17%, with logistic infrastructures
and airports generating the remaining 3%.

The evolution of the activity has been positive in the main concessionaires of the Group as the evolution
of Average Daily Traffic (ADT) indicates, rising by 3.4% across all the highways operated by abertis in Spain
to 28,283 vehicles.

The balance sheet clearly reflects the effect of the new investments and the organic growth recorded by
the companies that make up abertis. Total assets rose from 9,685 million euros at 31 December 2003 to
9,940 million euros at the end of 2004 whilst consolidated equity was 3,318 million euros, 7% more than
the previous year.

Debt at 31 December 2004 (3,521 million euros) represents 106% of equity and 35% of total liabilities,
percentages below those of other large European operators of communication infrastructures. During 2004
the financial structure of the Group has been optimised, centralising the debt in abertis, which is
responsible for covering the funding requirements of the subsidiary companies. In addition, there has been
an important transfer of short-term debt to long-term debt, enabled to a large extent by the bond issues
made in November 2004, in which abertis concluded a private debt placement of long-term bonds on
the US market valued at 600 million dollars (the largest placement in the US Private Placement market
made by a Spanish company during the year) and in February 2004, when abertis made a bond issue
to institutional investors, also in the international market under Spanish law and documentation, of
450 million euros.

The financial equilibrium of abertis has allowed it to face the new investments into improving the
infrastructures currently under management with guarantees, and continue with the selective investment
policy developed in recent years without the need for additional capital contributions.

As in previous years, abertis has maintained its policy of shareholder return that combines the dividend
payout with a bonus share issue of one share for every 20 shares held.

The Board of Directors of abertis has agreed to propose to the Ordinary Shareholders’ Meeting a final
dividend for 2004 of 0.25 euros gross per share, which represents an increase of 12.1% on the final
dividend of the previous year, an indication of the confidence in the consolidation of the return on
investments made in recent years and their growing contribution to profits.

110 5. Financial information - 5.1. Consolidated Annual Accounts

The total dividend charged against results for 2004 will be 264 million euros, including the interim dividend
already paid, representing an increase of 11.3% on the dividend payout of the previous year.

In 2005 it is expected that the positive contribution of all business units will continue, accentuated by
the progressive contribution of all new projects and the most recent incorporations in the Group, with
the policy on shareholder return being maintained.

As a listed Group, abertis will have to adopt international accounting standards as from 2005.
Consequently, it is currently analysing the impact that the new international accounting standards (IAS)
will have on the consolidated financial statements of abertis, which may be affected by the specific
interpretation of the IAS on the concessionaires sector, being analysed and studied by the international
regulatory bodies at the time of preparing these annual accounts.

The Company has not traded, directly or indirectly, in its own shares, with the exception of the acquisition
of 111,601 shares in the context of the merger with iberpistas. Due to the small number of shares
required for the share swap (0.16% of the share capital of iberpistas), the issue of new abertis shares
to exchange with the shareholders of iberpistas was substituted, on prior approval of the Shareholders’
Meeting, by the acquisition of treasury stock that were subsequently exchanged with the minority
shareholders.

Consolidated Auditor's Report

114 5. Financial information - 5.2. Parent Company Accounts

Balance sheet at 31 December
(thousand euros)

ASSETS

Fixed assets

Start-up costs

Intangible fixed assets

Computer applications
Goodwill
Studies and projects
Other intangible assets
Amortisations

Tangible fixed assets

Land and natural resources
Buildings and other constructions
Machinery and vehicles
Installations, tooling and furniture
Other fixed assets
Depreciation

Investments

Shareholdings in subsidary 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

Accounts receivable

Advance payments to creditors
Group company accounts receivable
Sundry accounts receivable
Personnel
Public Administration
Provisions

2004

2003

5,583,787

4,777,874

—

349,121

296
370,438
947
3
(22,563)

14,033

3,015
7,511
349
3,405
3,197
(3,444)

5,828

218
7,823
770
3
(2,986)

15,299

3,038
8,311
492
4,167
3,197
(3,906)

5,220,633

4,756,721

4,080,016
1,376,804
7,513
62
6,613
(250,375)

4,264,271
700,802
7,513
65
6,616
(222,546)

7,286

9,173

414,529

587,854

11,448

23
2,192
10,342
10
1,632
(2,751)

9,219

12
4,703
5,528
4
1,662
(2,690)

Short-term investments

399,226

575,346

Short-term loans to Group companies
Short-term share portfolio
Other credits

Treasury

Cash
Banks and credit institutions

Total assets

372,127
1,325
25,774

3,855

39
3,816

575,346
—
—

3,289

41
3,248

6,005,602

5,374,901

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

115

Balance sheet at 31 December
(thousand euros)

LIABILITIES

Equity

Share capital

Share premium

Reserves

Revaluation reserve RDL 7/1996
Legal reserve RD 1564/1989
Voluntary reserve

Profit and loss account

Interim dividend paid during year

Provisions for liabilities and expenses

Other provisions

Long-term liabilities

Bond issues

Loans with credit institutions

Payments pending on shares of Group companies

Loans with subsidiary and associated companies

Other creditors

Current liabilities

Bond issues

Bonds
Interest on bonds

Loans with credit institutions

Loans
Interest on loans

Loans with Group companies

Trade creditors

Creditors for traffic operations

Other non-trade creditors

Public Administrations
Remuneration pending payment
Other creditors
Guarantees and deposits received

2004

2003

3,186,622

3,068,960

1,654,444

1,575,661

579,690

717,701

704,867

400,712
191,570
125,419

361,076

479,495
158,668
66,704

329,017

(126,289)

(120,275)

41,397

40,529

2,157,993

1,369,159

870,000

590,000

801,000

763,765

2,227

482,255

2,511

3,353

9,530

2,511

619,590

896,253

193,685

170,000
23,685

323,933

318,600
5,333

42,205

4,203

55,564

53,790
1,253
509
12

4,768

—
4,768

818,117

812,340
5,777

17,242

3,065

53,061

51,409
800
847
5

Total liabilities

6,005,602

5,374,901

116 5. Financial information - 5.2. Parent Company Accounts

Profit and loss account for the year ended 31 December
(thousand euros)

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

2004

12,157

11,055
870
232

20,274

146

16,898

16,814
84

2003

13,638

12,414
929
295

2,826

454

15,634

14,997
637

Total operating expenses

49,475

32,552

Financial costs, related expenses and variation
in investment provision

Total financial expenses

Positive financial results

Profit on ordinary activities

Losses on disposal of fixed assets and extraordinary expenses

92,529

71,781

416,872

332,128

382,645

317,965

25,996

Movement in fixed asset provisions

31,765

26,989

Profit before tax

Corporate income tax

Profit for the year

340,419

309,715

(20,657)

(19,302)

361,076

329,017

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

117

INCOME

Operating revenue

Services

Other operating expenses

Work done on fixed assets

Total operating income

Operating loss

Income from shareholdings
in Group and associated companies

2004

14,704

2003

15,748

544

—

2,641

—

15,248

18,389

34,227

14,163

464,702

368,837

Other interest and related income

44,699

35,072

Total financial income

509,401

403,909

Profit from the disposal of fixed assets and extraordinary income

15,535

18,744

Extraordinary loss

42,226

8,250

118 5. Financial information - 5.2. Parent Company Accounts

ABERTIS INFRAESTRUCTURAS, S.A.
NOTES TO THE 2004 ANNUAL ACCOUNTS

Note 1. Activity

a) Activity

ABERTIS INFRAESTRUCTURAS, S.A. (hereinafter abertis or the Company) was incorporated in Barcelona
on 24 February 1967.

On 29 June 2002, the General Shareholders’ 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.)

On 8 April 2003, the Extraordinary Shareholders’ Meetings of ACESA Infraestructuras, S.A. and AUREA,
Concesiones de Infraestructuras, S.A. (AUREA) approved the merger, whereby the former company would
take over the latter, effective for accounting purposes as from 1 January 2003, the date from which
it is understood that the operations of AUREA were conducted on account of the Company.

On 30 May 2003 (registration date for deed of merger with AUREA) it changed its name from ACESA
INFRAESTRUCTURAS, S.A. to its current name. Its registered office is Avenida del Parc Logistic nº 12-20,
Barcelona.

abertis is currently the parent of a group engaged in the management of infrastructures serving mobility
and communications that operates in five sectors of activity: highway concessions, car parks, logistic
services, telecommunications and airports.

Its corporate 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, under the necessary
authorisation, when applicable.

The Company can undertake its corporate 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 27 April 2004 and 26 April 2004, the General Shareholders’ Meetings of Abertis Infraestructuras, S.A. and
Ibérica de Autopistas, S.A. approved the merger, whereby the former company took over the latter, effective
as from 1 January 2004 for accounting purposes, from which date the operations of Ibérica de Autopistas,
S.A. were understood to be made on account of the Company.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

119

As the shareholding of abertis in the capital of Ibérica de Autopistas, S.A. was 99.84%, it was not
considered necessary to make a specific capital increase to cover the exchange of shares in Ibérica de
Autopistas, S.A. for shares in abertis. To acquire the 0.16% shares outstanding, abertis proceeded to
purchase the necessary treasury stock to swap with the shareholders of Ibérica de Autopistas, S.A. at
the established rate of 1 share in Ibérica de Autopistas, S.A. for 1 share of abertis.

The audited balance sheet of Ibérica de Autopistas, S.A at 31 December 2003, which has been included
in the balance sheet of the Company, is as follows:

Assets

Net fixed assets

Intangible fixed assets

Tangible fixed assets

Investments

Deferred expenses

Current assets

Liabilities

Equity

Long-term creditors

Short-term creditors

1,885

505,809

Thousand euros

507,747

1,272

22,305

531,324

Thousand euros

248,970

234,118

48,236

531,324

In the tables and movements shown in these notes to the accounts, the column “Incorporation on merger”
indicates the balances included as from 1 January 2004.

120 5. Financial information - 5.2. Parent Company Accounts

Note 2. Basis of presentation of Annual Accounts

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 and the notes to these accounts are
expressed in thousands euros.

The Consolidated Annual Accounts for the abertis Group for 2004 are presented separately from the parent
company’s 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

b) Comparison of information

9,940,022

3,317,694

1,534,009

467,291

The Annual Accounts for 2004 are not comparable with those for 2003 as the 2004 accounts reflect an
increased level of activity due to the merger mentioned in Note 1 b).

Note 3. Proposed distribution of results

The following distribution of results will be submitted to the Annual Shareholders’ Meeting for approval:

Basis of distribution

Profit for the year

Distribution

Dividends

Legal reserve

Voluntary reserve

Amount

361,076

264,159

36,108

60,809

361,076

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

121

During 2004 an interim dividend of 126,289 thousand euros was paid. This interim dividend represented
a gross amount of 0.229 euros per share on all issued shares.

The table below shows that there was sufficient profit in the period to cover the payment of the interim
dividend (which was made in October 2004), with the accounting statement verifying sufficient liquidity
to make the payment.

Net profit from 1 January to 31 July 2004

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

Note 4. Accounting policies

Amount

140,718

(14,072)

126,646

126,289

Amount

829,618

(126,289)

703,329

The most significant accounting policies used in the preparation of these Annual Accounts are as follows:

a) Start-up costs

Incorporation expenses and share capital increase expenses are recorded at cost, shown net of accumulated
amortisation, which is calculated using the straight-line method over a period of five years.

122 5. Financial information - 5.2. Parent Company Accounts

b) Intangible fixed assets

The items included under this heading are valued at acquisition price or the cost of production and
amortised as follows:

• Goodwill is amortised on a straight-line basis over the estimated period in which it will contribute

to profit generation, up to a maximum period of 20 years.

• Computer applications are amortised at a rate between 25% and 33% per annum.

c) Tangible fixed assets

Tangible fixed assets are valued at acquisition cost, revalued in accordance with various legal measures.

The costs of repair and maintenance are charged to the profit and loss account in the year in which they
are incurred.

The depreciation 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%

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

123

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 book value, plus the acquisition goodwill remaining at the 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 book value of the
subsidiary and associated companies.

The Company undertakes currency hedges against exchange rate risks on investments using the necessary
financial instruments (see Note 4.e).

e) Deferred expenses

The expenses for raising loans is amortised on a straight-line basis over the period of the loans.

Also included in this entry is the sum corresponding to expenses arising from the hedging operations
contracted in 2000 related to the acquisition of 48.6% of Grupo Concesionario del Oeste, S.A. (GCO) for
an 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 GCO to the subsidiary company ACESA, abertis has agreed
to transfer the hedges when they are cancelled or on their final settlement (October 2005).

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 that could affect the company (see Note 11).

g) Pension commitments and other personnel-related liabilities

Meeting the corresponding employment agreements, the Company has obligations to contribute to an
employment system Pension Plan (Defined Contribution Plan) and, in respect of certain employees, it must
pay a retirement bonus or lump sum, under certain conditions. These commitments are externalised
through an insurance policy.

124 5. Financial information - 5.2. Parent Company Accounts

h) Trade and non-trade debtors and creditors

i) Corporate Income Tax

The profit and loss account includes the charge for Corporate Income Tax, the calculation of which
incorporates the full amount of tax accrued for the year, the effect of timing differences between the tax
profit and book profit, and all credits or allowances to which the Company is entitled. The Corporate Income
Tax charge is calculated as explained in Note 14.

The Company pays tax on a consolidated basis together with other Group companies, 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 in effect at that date. Negative exchange differences generated at year end on
transactions are recorded as a loss in the profit and loss account, while exchange gains are deferred until
maturity. See exchange rate hedging transactions in Note 4.e).

k) Accounting for income and expenses

Income and expenses are recorded on an accruals basis, that is, at the time the activity occurs, irrespective
of when the financial transaction takes place.

l) Actions affecting the environment

Amounts outlaid annually in meeting legal requirements related to the environment are recorded either
as an expense or investment, depending on their nature. Amounts recorded as investments are depreciated
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.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

125

Note 5. Intangible fixed assets

The movement during 2004 and balances of the accounts that make up intangible fixed assets were
as follows:

Balance
31.12.03

Incorporation
on merger

Increase

Decrease

Balance
31.12.04

Computer applications

Goodwill

Studies and projects

Other intangible assets

218

7,823

770

362,615

—

Total cost

8,814

362,693

—

177

—

255

(78)

296

—

370,438

947

(78)

371,684

Goodwill is generated by the existing difference between the value of the investment that the Company
held in Ibérica de Autopistas, S.A and the value of the consolidated shareholders’ funds of this company
on the effective date of the merger, 1 January 2004.

The changes in accumulated amortisation during the year were as follows:

Balance
31.12.03

Incorporation
on merger

Increase

Decrease

Computer applications

Goodwill

Studies and projects

Other intangible assets

Total amortisation

2,963

—

2,986

—

18,557

947

(25)

—

19,577

(25)

22,563

Balance
31.12.04

21,520

947

126 5. Financial information - 5.2. Parent Company Accounts

Note 6. Tangible fixed assets

The movement and balances of tangible fixed assets were as follows:

Balance
31.12.03

Incorporation
on merger

Increase

Decrease

Balance
31.12.04

Land and natural resources

Buildings and other constructions

Machinery and vehicles

Tooling

Other installations

Furniture

Computer equipment

Other fixed assets

Total

3,038

8,311

492

3,295

861

247

2,950

19,205

471

2,066

—

286

—

2,987

—

(494)

(2,881)

(212)

(10)

(679)

(365)

(95)

—

3,015

7,511

349

2,621

783

247

2,950

(4,736)

17,477

The changes in accumulated depreciation during the year are as follows:

Balance
31.12.03

Incorporation
on merger

Increase

Decrease

Buildings and other constructions

1,056

Machinery and vehicles

Tooling

Other installations

Furniture

Computer equipment

274

1,914

508

144

810

—

199

Total

3,906

1,102

126

184

474

Balance
31.12.04

1,040

222

1,475

513

193

(952)

(149)

(10)

(623)

(249)

(55)

(2,038)

3,444

The most significant decreases during the year correspond basically to the sale at net book value of the
assets transferred as a result of the merger indicated in Note 1.b) to the subsidiary Autopistas, A-6 (now
Iberpistas, S.A.C.E).

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

127

The following assets are fully depreciated:

Buildings and other constructions

Machinery and vehicles

Furniture

Computer equipment

Other fixed assets

Total gross book value

Amount

585

307

977

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 and balances of investments are as follows:

Shareholdings in subsidiary
and associated companies

Long-term loans
to Group companies

Long-term share
portfolio

Long-term deposits
and guarantees

Other credits

Balance Incorporation
on merger
31.12.03

Increase

Decrease

Transfers

Balance
31.12.04

4,264,271

(122,892)

217,991

(279,354)

— 4,080,016

700,802

605

1,030,904

(187,579)

(167,928)

1,376,804

7,513

3,505

6,616

—

(3,505)

(4)

(3)

—

7,513

6,613

Less: Provisions

(222,546)

(7,731)

(34,216)

14,118

— (250,375)

Total

4,756,721

(126,512)

1,214,679

(456,327)

(167,928) 5,220,633

128 5. Financial information - 5.2. Parent Company Accounts

a) Shareholdings in subsidiary and associated companies

The detail of the direct and indirect shareholdings in Group subsidiary and associated companies, together
with the breakdown of their shareholders’ funds at 31 December 2004 or of the latest public information
available, is shown in the Annex.

The main movements recorded were::

•

Incorporation, as a result of the merger with Ibérica de Autopistas, S.A., of the direct shareholdings in
the companies Iberpistas, S.A.C.E. (formerly A-6), Castellana de Autopistas, S.A.U.C.E. (castellana),
Iberavasa de Inversiones S.L.U. (Iberavasa), Iberacesa S.L.U., Ibermadrid de Infraestructuras, S.A.,
Promoción, Conservación y Explotación de Servicios de Autopistas, S.A.U. (Proconex), Promoción de
Autopistas de Chile Limitada (Iberpistas Chile) and Sociedad Concesionaria del Elqui, S.A. (Elqui).

Incorporation of Airport Concessions Development Limited (ACDL), in which abertis holds 90%,
for a sum of 204,224 thousand euros to cover the acquisition of TBI, plc.

On 24 November 2004, ACDL launched a public takeover offer for all the shares of TBI. At 31 December
2004, ACDL had acquired 29.2% of TBI and in January 2005 the Public Takeover Offer was completed
securing 100% of the share capital.

Increase of capital of abertis logística and Irasa by 9,998 and 1,718 thousand euros, respectively.

Inclusion of Abertis Infraestructuras Finance BV for the sum of 2,000 thousand euros.

• Sale by Iberpistas, S.A.C.E (formerly A-6) of the shareholdings in castellana, Iberavasa, Iberacesa,

Ibermadrid and Proconex for their net book value at 31 December 2003 (278,228 thousand euros),
with payment being made through the subrogation of long term loans with credit institutions and
other debts.

• Decrease in the value of the investment in Trados 45 as a result of the reduction in capital of

1,126 thousand euros (the shareholding remains at 50%).

The provisions basically correspond to the Argentine company Ausol and the Colombian company Codad,
147.548 and 45.751 thousand euros respectively (100% of the value of the holdings in both companies
is provisioned) and abertis telecom, 44.207 thousand euros.

During 2004 the provisions of the subsidiary companies on the balance sheet of Ibérica de Autopistas, S.A
at 31 December 2003 have been reversed, and included in the Company’s balance sheet through the
merger, as well as part of the provision made for abertis telecom. The allocation made during the year
basically corresponds to Codad.

abertis does not have any other commitments in relation to subsidiary and associated companies other
than the financial investment made, with the exception of that set out in Note 18.b and in the Annex.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

129

b) Long-term loans to Group companies

The long-term loans with Group companies have the following maturities:

Loans to Group companies 115,000

564,658

65,000

315,000

317,146

1,376,804

2006

2007

2008

2009

Other mat.

Total

All loans accrue interest at market rates (see Note 13).

Note 8. Deferred expenses

The changes in the accounts and balances of deferred expenses were as follows:

Expenses in raising finance

Other deferred expenses

Total

Balance
31.12.03

Incorporation
on merger

Increase

Decrease

—

9,173

1,272

—

1,272

3,355

—

(1,272)

(5,242)

3,355

(6,514)

Balance
31.12.04

3,355

3,931

7,286

Note 9. Short-term investments

The Company has credit lines with Group companies of 759,178 thousand euros with interest at market
rates. The outstanding balance at 31 December 2004 was 372,127 thousand euros (see details in Note 13).

The amount of “Other credits” corresponds to interim dividends declared by some of the subsidiary
companies that are pending payment at 31 December 2004.

130 5. Financial information - 5.2. Parent Company Accounts

Note 10. Equity

The amount and movements in equity during 2004 were as follows:

Balance
31.12.03

Distribution
of result
for year

Increase
in capital

Other
movements

Balance
31.12.04

1,575,661

579,690

479,495

158,668

66,704

—

32,902

58,715

329,017

(329,017)

(120,275)

120,275

3,068,960

(117,125)

78,783

—

(78,783)

—

1,654,444

579,690

400,712

191,570

125,419

361,076

(126,289)

234,787

3,186,622

Share capital

Share premium

Revaluation reserve

Legal reserve RD 1564/1989

Voluntary reserves

Result for the year

Interim dividend

Total

a) Share capital

The share capital of abertis is made up of 551,481,375 registered shares, with a par value of 3 euros each,
fully subscribed and paid up. Of these, 514,445,009 shares are Class A and 37,036,366 are Class B
preference shares that have the same rights as the ordinary shares and the right to a preferential dividend
to be paid once to holders of those shares in 2007. The maximum amount of the preferential dividend
corresponding to each preference share will be determined by the difference between the reference price
of 14.87 euros per share and the average weighted price of the ordinary abertis shares in the quarter prior
to the due date, with a maximum payment of 4.25 euros per share.

As the shares of abertis are bearer shares, the exact percentage of shareholders in the share capital is not
known. However, based on the information available, the most significant holdings at 31 December 2004
are the following:

Caixa d’Estalvis i Pensions de Barcelona,”la Caixa” (1)

ACS, Actividades de Construcción y Servicios, S.A.

Caixa d’Estalvis de Catalunya

Sitreba, S.L.

23.99%

17.58%

5.69%

5.50%

52.76%

(1) Caixa Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros (11.844%), VidaCaixa, S.A. de Seguros y Reaseguros

(0.504%), Inversiones Autopistas, S.L. (7.753%) and CaixaHolding, S.A., Sociedad Unipersonal (3.890%).

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

131

In addition, 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 Shareholders’ Meeting on 27 April 2004, agreed to pay a final dividend for 2003
of 0.223 euros gross per share, which represents 117,125 thousand euros. At said Shareholders’ Meeting
a bonus share issue was also approved, to be charged against the Revaluation Reserve Account, Royal
Decree-law 7/1996, dated 7 June, with one new share for every 20 shares, representing a sum of
78,783 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 Royal Decree-law 7/1996, of 7 June

This reserve originates from the revaluation of the fixed assets in the balance sheet of the Company,
by virtue of Article 5 of the above legislation.

After three years have passed from the balance sheet date and the revaluation has not been questioned
by the Tax Administration, the revaluation operations are deemed to be correct and the balance of the
account to be accepted by the Tax Authorities, the balance will be available for distribution to:

• Offset book losses.

•

Increase share capital.

• Create reserves freely available for distribution, ten years from the date of the balance sheet stating

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. Given the nature of the activity transferred of the subsidiary company ACESA in
2002, the requirement that the capital gain be realised can only be understood as such when the company
acquiring the revalued assets as part of the new activity has amortised, transferred or written them off.

132 5. Financial information - 5.2. Parent Company Accounts

c) Legal reserve

In accordance with the Revised Text of the Spanish Companies Act, 10% of the annual profits must be
allocated to the legal reserve so that this reserve reaches at least 20% of share capital. The legal reserve
cannot be distributed to shareholders unless the Company is wound up.

The legal reserve can be used to increase capital, provided the funds used come from the balance exceeding
10% of the capital that has been increased.

Apart from the purpose mentioned above, as along as this reserve does not exceed 20% of share capital,
it can only be used to offset losses when there are no other reserves available for this purpose.

Note 11. Provisions for liabilities and expenses

The movements in this account during the year ended 31 December 2004 were as follows:

Other provisions
(see Notes 4.f and 14)

Balance
31.12.03

Increase

Applications

Balance
31.12.04

40,529

2,627

(1,759)

41,397

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

133

Note 12. Bond issues and loans from credit institutions

The table below details the situation at the close of 2004.

2005

2006

2007

2008

2009 Other mat.

Total

Bond issues

170,000

—

— 180,000

690,000

1,040,000

Syndicated loans

—

2,500

101,000

17,500

20,000

50,000

191,000

Loans

45,000

150,000

40,000

10,000

30,000

380,000

655,000

Credit lines

273,600

—

— 273,600

Total

488,600

152,500

141,000

27,500

230,000

1,120,000 2,159,600

Part of the loan and credit operations shown as loans from credit institutions at 31 December 2004
(260,000 thousand euros long-term) were signed with related credit institutions (shareholders of the
Company that held 5% or more of the capital). Financial charges accrued on these operations with related
financial entities during the year totalled 6,453 thousand euros.

The bond issues include 60,000 thousand euros at an annual interest rate of Euribor plus a margin of
0.45; 180,000 thousand euros at 3.53%; 200,000 at 4.95%; 450,000 at 4.75% and 150,000 at Euribor
plus a margin of 0.22.

The credit lines have a limit of 1,490,404 thousand euros of which 375,000 have an interest rate of Euribor
plus 0.3 and 1,115,404 thousand euros at Libor plus 0.18.

The Company has also contracted interest rate hedge operations for an amount of 1,265,000 thousand
euros, of which 525,000 thousand euros are from credit entities related to the Company.

Short-term loans are expected to be refinanced in 2005.

134 5. Financial information - 5.2. Parent Company Accounts

Note 13. Transactions and balances with subsidiary and associated companies

The credit and debit balances that abertis had with subsidiary and associated companies of the Group
at 31 December 2004 were as follows:

Thousand euros
Debtors Creditors

acesa

Investments

Long-term

Short-term

566,802

105,321

Iberpistas, S.A.C.E.

196,146

137,882

retevisión

aumar

aucat

tradia

saba

Iberacesa

Abertis
Infraestructuras Finance BV

APR

abertis telecom

Sevisur

serviabertis

abertis logística

Gco

Others

Total

181,000

180,000

128,856

95,000

29,000

—

1,676

41,020

29,550

12,134

6,982

14,288

—

12,626

6,155

4,346

—

147

Other
debts

519

210

—

115

—

989

249

Long-term

Short-term

—

471,400

10,855

—

32,643

118

—

344

—

614

370

—

1,844

—

607

5,179

—

415

1,376,804

372,127

2,192

482,255

42,205

The long-term balances to pay to Abertis Infraestructuras Finance BV have the same maturities (between
2011 and 2024), interest rate and amount as the bonds issued in foreign currency by that subsidiary
company.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

135

The provision of services by abertis to Group companies corresponds basically to corporate and
management services, for the following amounts:

Thousand euros

acesa

aumar

Iberpistas, S.A.C.E.

Codad

retevisión

saba

aucat

tradia

abertis logística

APR

Coviandes

Trados 45

Concema

Others

Total

Income Expenses
Interest
received

Services
received

Share
capital

23,102

249,510

Services
provided

5,139

3,562

1,522

727

640

594

544

244

107

102

—

6,354

1,278

—

5,733

336

3,479

2,534

—

147,042

40,004

2,755

—

11,756

—

5,932

3,533

1,210

2,960

Interest
paid

576

417

—

145

1,512

13,326

44,340

464,702

3,650

3,713

370

1,381

136 5. Financial information - 5.2. Parent Company Accounts

Note 14. Tax situation

The Company calculates Corporate Income 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 Corporate Income Tax for 2004 is as follows:

Profit before tax

Permanent differences

Timing differences

Arising during the year

From previous years

Tax assessment base

(Thousand Euros)

340,419

(407,461)

7,447

(59,526)

The accrued Corporate Income Tax expense stated on the profit and loss account 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 consolidated subsidiary companies, the adjustment in values and the elimination
of results for transactions between Group companies that have been eliminated to determine the
consolidated tax payable are considered as permanent differences.

• The consolidated tax Group has assumed the right to offset tax loss carry forwards generated by

the Company in 2004, as well as the application of the deductions generated, with the corresponding
inter-group offsetting of balances having being recorded in the balance sheet.

• Taxes paid outside of Spain similar to Corporate Income Tax totalling 834 thousand euros have been

recorded as an expense, as well as the adjustments in the calculation of the expense accrued in 2003,
after having filed the respective returns totalling 4,722 thousand euros.

The balance at 31 December 2004 of prepaid tax totalled 1,561 thousand euros (1,605 thousand euros
to 31 December 2003), which corresponds to the valuation differences between the tax criteria and
accounting criteria for social security contributions.

The deferred tax balance at 31 December 2004 was 3,183 thousand euros (5,789 thousand euros at
31 December 2003), which arises from calculating the tax on forward operations on a cash basis, and
the reversal of profit for Spanish companies that set up internationally, both arising in previous years.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

137

The amount of the deductions applied in 2004 is 2,740 thousand euros, for deductions related to
dividends from associated companies not included in the consolidated Group for tax purposes, deductions
for the reinvestment of extraordinary profits obtained in the transfer of equity, training expenses and other
deductions.

The amount of income covered by the deduction for reinvestment was 837 thousand euros, with the entire
amount having been reinvested in different equity during 2004.

On 9 June 2004 the agreement on the merger between Abertis Infraestructuras, S.A. through the full
takeover of Ibérica de Autopistas, S.A. was made public and the resulting dissolution without liquidation
of the latter (see Note 1.b). This operation was done under the special fiscal regime of Chapter VIII of
Title VIII of the Corporate Tax Act, now Chapter VIII of Title VII of the Royal Decree Legislation 4/2004,
dated 5 March, which approved the Revised Text of the Corporate Tax Act.

As a consequence of the merger, the acquiring company takes over the entire equity of the merged
company under universal title, as shown in the detail and information provided in Note 1.b to the
Accounts, subrogating all the tributary rights and obligations conveyed in the goods and rights transferred.
The assets and liabilities acquired have been included in the accounts of the acquiring company at book
value and with the effects that are detailed in Notes 5 to 8 of this annual report.

During 2002 and 2003 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 Corporate Tax Act, now Chapter VIII
of Title VII of the Royal Decree Legislation 4/2004. The information on these transactions is provided in the
annual reports for 2002 and 2003. These operations were as follows:

• The non-monetary transfer of the branch of concession activity which the Company held for highway

operations to Autopistas Concesionaria Española, S.A, Sociedad Unipersonal.

• The increase of the Company’s share capital, to cover the share swap established in the Public Takeover

Offer made by the Company for the shares in Ibérica de Autopistas, S.A.

• The increase in share capital of the subsidiary company Abertis Logística, S.A., subscribed by the

Company through the non-monetary transfer of shares in different subsidiary and associated companies.

• The merger of the company Acesa Infraestructuras, S.A. through the complete takeover of Aurea,

Concesiones de Infraestructuras, S.A., and the resulting winding up without liquidation of the latter.

On 25 March 2004 notification was given to Abertis Infraestructuras, S.A. of the start of tax audits for
the years 2000 to 2002. With respect to the Corporate Income Tax, the inspection was confined to
Abertis Infraestructuras, S.A., both as representative of the Group 142/99, as well as taxable subject.
After the close of the financial year, the Tax Administration has initiated various proceedings.

138 5. Financial information - 5.2. Parent Company Accounts

In addition, the Company has been issued the corresponding tax assessments based on examinations made
between 1989 and 1993 and for 2000, of a partial nature and under 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. Nevertheless, the amount of tax that may be payable would not have a material
impact on the Company’s Annual Accounts.

Note 15. Income and expenses

a) Income

abertis, operates in five sectors of activity: highway concessions, car parks, logistics and services,
telecommunications and airports, 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 average size of the workforce during 2004 was:

Permanent staff

Temporary staff

Total

c) Extraordinary results

Include extraordinary expenses and extraordinary income related with the changes in provisions for
shareholdings in subsidiary and associated companies (see Note 7). The extraordinary expenses also include
the sum of 23,194 thousand euros corresponding to the difference arising from the recording of the merger
with Ibérica de Autopistas, S.A (Note 1.b).

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

139

Note 16. Environment

At 31 December 2004, abertis, as the parent company of the Group, has no significant assets allocated
to the protection and improvement of the environment, nor has it incurred expenses of this nature during
the year. Furthermore, it has not received any grants of an environmental nature during the year.

Note 17. Other information on Board Members

In accordance with the provisions of Article 127 ter. 4 of the Spanish Companies Act, pursuant to Law
26/2003, of 17 July, which amended The Securities Exchange Act 24/1988, of 28 July, and the Revised
Text of the Spanish Companies Act, aimed at increasing the transparency of listed companies, the
companies with the same, similar or complementary activity to Abertis Infraestructuras, S.A., in which
members of the Board have shareholdings, as well as their functions, if applicable, are shown below.
Those companies controlled by the abertis Group are excluded.

Shareholder

Company

Activity

Shareholding

Functions

ACS, Actividades de
Construcción y Servicios, S.A. de los Andes

Concesionaria Vial

Dragados Concesiones
de Infraestructuras, S.A.

Dragados Concesiones
de Infraestructuras, S.A.
and subsidiary
comapnies as listed

Autovía de la Mancha, S.A.

Bidelan Gipuzkoano
Autobideak, S.A.

Infrastructures
Concessionaire

Sociedad Concesionaria
Autopista Central, S.A.

Infrastructures
Concessionaire

Aerocali, S.A.

Ferrocarriles del Norte
de Colombia, S.A.

Infrastructures
Concessionaire

Aeropuertos Mexicanos
del Pacífico, S.A. de C.V.

Infrastructures
Concessionaire

0.96%

99.99%

66.67%

50.00%

48.00%

33.33%

71.32%

28.16%

—

(continued on next page)

140 5. Financial information - 5.2. Parent Company Accounts

(continued)

Shareholder

Company

Activity

Shareholding

Functions

Dragados Concesiones
de Infraestructuras, S.A.

MBJ Airports LTD

Road Management
A13 PLC

Road Management
Services (Darrington)
Holding Ltd

Infrastructures
Concessionaire

Bakwena Platinum
Corridor Concesionaire Ltd

Infrastructures
Concessionaire

Pt Operational Services Ltd

Tag Reg, S.A.

TP Ferro Concesionaria, S.A.

Celtic Road Group

Road Users Services

Inversora de
Infraestructuras, S.L.

Infrastructures
Concessionaire

Sociedad Concesionaria
Infrastructures
Vespucio Norte Express, S.A. Concessionaire

Circunvalación
de Alicante, S.A.

Accesos de Madrid,
C.E.S.A.

Infrastructures
Concessionaire

Autopista Central Gallega,
C.E.S.A.

Infrastructures
Concessionaire

Autopista del Henares,
C.E.S.A.

Ruta de los Pantanos, S.A.

Carmelton Group Ltd

Infrastructures
Concessionaire

35.00%

25.00%

33.33%

50.00%

3.33%

27.00%

99.99%

54.00%

50.00%

15.75%

13.32%

35.00%

25.00%

40.00%

—

(continued on next page)

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

141

(continued)

Shareholder

Company

Activity

Shareholding

Functions

Dragados Concesiones
de Infraestructuras, S.A.

Rutas del Pacífico, S.A.

Infrastructures
Concessionaire

Desarrollo de Concesiones
Ferroviarias, S.L.

Infrastructures
Concessionaire

Guadalquivir Sociedad
Infrastructures
Concesionaria de la Junta de Concessionaire
Andalucía Guadalmetro, S.A.

Desarrollo de Concesiones
Aeroportuarias, S.L.

Infrastructures
Concessionaire

SCL Terminal Aeropuerto
Santiago, S.A.

Infrastructures
Concessionaire

Scutvias-Autostradas
da Beira Interior, S.A.

Autopistas del Sol, S.A.

Caixa de Catalunya

Túnel del Cadí

Dragados, S.A.
(previously Dragados
Obras y Proyectos, S.A.)

Retevisión Móvil, S.A.

Ferrocarriles del Norte
de Colombia, S.A.

Aufe, S.A.

Aunor, S.A.

Concesionaria Vial
del Sur, S.A.

Autopistas del Sol, S.A.

Infrastructures
Concessionaire

50.00%

99.99%

27.83%

99.99%

14.78%

26.65%

8.18%

3.55%

2.10%

5.32%

78.00%

85.00%

25.00%

6.40%

—

Isidro Fainé Casas

Telefónica, S.A.

Communication

0.0001%

Ángel García Altozano

ACS, Actividades
de Construcción
y Servicios, S.A.

Construction
and Services

0.01%

Deputy
Chairman

Corporate
General
Manager

José Luis Olivas Martínez

Acciona, S.A.

Infrastructures
Concessionaire

0.0008%

—

(continued on next page)

142 5. Financial information - 5.2. Parent Company Accounts

(continued)

Shareholder

Company

Activity

Shareholding

Functions

José Luis Olivas Martínez

Grupo Ferrovial, S.A.

Infrastructures
Concessionaire

0.0008%

Telefónica, S.A.

Telecommunications

0.0002%

Ausur, Servicios
de la Autopista, S.A.

Logistics

5.00%

Montes de Piedad
y Caja de Ahorros de
Ronda, Cádiz, Almería,
Málaga y Antequera
(Unicaja)

—

Board
Member

—

Deputy
Chairman

15.00%

5.00%

10.00%

Infrastructures
Autopista del Sol
Concesionaria Española, S.A. Concessionaire

Autopista del Sureste,
Concesionaria Española
de Autopistas, S.A.

Infrastructures
Concessionaire

Inversora de Autopistas
del Sur, S.L.

Infrastructures
Concessionaire

Autopista Madrid Sur
Infrastructures
Concesionaria Española, S.A., Concessionaire
Sociedad Unipersonal

Autopista de la Costa Cálida
Concesionaria Española
de Autopistas, S.A.

Infrastructures
Concessionaire

4.50%

Board
Member

Car Parks

24.50%

—

Logistics

10.28%

Telecommunications

10.00%

Sociedad Municipal
de Aparcamientos
y Servicios, S.A.

Centro Integral de
Mercancías, S.A.

Red de Banda Ancha
de Andalucía, S.A.

Auna Operaciones de
Telecomunicaciones, S.A.

Telecommunications

2.21%

Islalink, S.A.

Telecommunications

13.70%

Val de
Telecomunicaciones, S.L.

ACS, Actividades
de Construcción
y Servicios, S.A.

Telecommunications

4.46%

Construction

0.003%

Pablo Vallbona Vadell

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

143

With respect to office or functions, in accordance with the above-mentioned legislation, set out below
is a list of the Board Members that hold positions in companies with activities that are the same, similar
or complementary to the corporate purpose of the Company. Companies controlled by the abertis Group
have not been considered in this case, either.

Shareholder

Company

Activity

Position or function

ACS, Actividades
de Construcción
y Servicios, S.A.

Dragados, S.A.

Construction

Board Member

ACS, Servicios,
Comunicaciones y Energía, S.L.

Construction and Services

Board Member

Salvador Alemany Mas

ACS, Servicios
y Concesiones, S.L.

Centro Intermodal
de Logística, S.A.

Construction and Services Board Member

Logistics

Deputy Chairman

Accesos de Madrid,
Concesionaria Española, S.A.

Highway Concessionaire

Deputy Chairman

Alazor Inversiones, S.A.

Highway Concessionaire

Board Member

Autostrade, S.p.A

Highway Concessionaire

Board Member

Autostrade per l’Italia, S.p.A

Highway Concessionaire

Board Member
(until 5/11)

Gilberto Benetton

Autostrade, S.p.A

Highway Concessionaire

Board Member

Isidro Fainé Casas

Autostrade, S.p.A.

Highway Concessionaire

Board Member
(until 15/10)

Brisa, Auto-estradas
de Portugal, S.A.

Highway Concessionaire

Board Member

Ángel García Altozano

ACS, Servicios,
Comunicaciones y Energía, S.L.

Construction and Services

Board Member

ACS, Servicios y Concesiones, S.L. Construction and Services

Board Member

Dragados Concesiones
de Infraestructuras, S.A.

Construction and Services

Board Member

Dragados, S.A.

Construction

Board Member

ACS- Sonera Telefonía Móvil, S.L. Communication

Xfera Móviles, S.A.

Communication

Broadnet Consorcio, S.A.

Communication

Chairman

Vías y Construcciones, S.A.

Construction

Board Member

(continued on next page)

144 5. Financial information - 5.2. Parent Company Accounts

(continued)

Shareholder

Company

Activity

Position or function

Cobra Instalaciones
y Servicios, S.A.

Construction and Services

Board Member

Telefónica Internacional

Communication

Board Member

Miguel Ángel
Gutiérrez Méndez

Telefónica Argentina

Communication

Board Member

Pablo Vallbona Vadell

ACS, Actividades
de Construcción y Servicios, S.A.

Construction

Deputy Chairman
(non-Executive)

Additionally, one of the main activities of the ACS Group is the promotion, management and operation
of transport infrastructures.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

145

Note 18. Other information

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 net profits. Such remuneration can only be paid out once the payment
of dividends and transfers to reserves required by law are covered and cannot 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
Infraestructuras, S.A., as members of the Board of Directors, totalled 1,533 thousand euros in 2004, which
is less than the statutory limit.

Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was 2,014 thousand
euros, which corresponds to fixed remuneration.

In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received contributions
made to cover pension liabilities (1,759 thousand euros) and life insurance (37 thousand euros).

Abertis Infraestructuras, S.A. does not use a 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) At 31 December the Company has given guarantees with third parties for a total amount of 122,171
thousand euros, which principally correspond to guarantees backed by financial institutions to Public
Administrations for certain commitments (investments, operation of services, financing, etc.) contracted
by subsidiary and associated companies. It is not expected that these guarantees will lead to unexpected
material liabilities.

c) Fees received by PricewaterhouseCoopers Auditores, S.L. for statutory auditing services corresponding
to the 2004 financial year totalled 93 thousand euros and 88 thousand euros for other auditing work.
In addition, the fees received by other companies trading under the name PricewaterhouseCoopers for
other services provided to the Company totalled 148 thousand euros.

Note 19. Subsequent events

During 2005, ACDL has completed the Public Takeover Offer for the Shares of the TBI Group, taking full
control of the share capital.

146 5. Financial information - 5.2. Parent Company Accounts

Note 20. 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

Transfer of deferred expenses to results

Losses on fixed assets

Charge to provision for expenses and liabilities

Profit from investments

Profit from fixed assets

Capital increase due to merger

Provision for expenses and liabilities due to merger

Increase in long-term creditors due to merger

Long-term debt

Bonds

Loans

Debts with Group companies

Transfer of fixed assets

Intangible fixed assets

Fixed assets

Investments

Other creditors

Total sources

2004

2003

361,076

329,017

20,274

20,098

6,514

—

2,627

2,826

28,475

5,241

—

(3,501)

(850)

(15,243)

409,739

346,820

—

927,877

6,512

234,118

346,839

450,000

350,000

37,235

60,102

472,725

3,548

—

22,400

638,373

184,618

—

2,511

2,245,791

2,247,729

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

147

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 and deferred expenses due to merger

Increase in deferred expenses

Cancellation of long-term debt

Dividends

Provision for expenses and liabilities

Reduction in payments pending

Transfer of short-term debt to long-term

Total applications

2004

2003

197

255

1,104

386

619

217,991

322,921

—

383

1,030,904

11,483

239,313

1,424,487

3,355

234,118

—

243,414

197,350

1,759

1,126

170,000

8,402

—

2,142,453

1,967,135

Excess of sources over applications /(applications over sources)

Increase/(Decrease) of working capital

103,338

280,594

Change in working capital

Increase/(Decrease) current assets

Receivables

Short-term investments

Treasury

Payments and accruals

(Increase)/Decrease current liabilities

Short-term creditors

Change in working capital

2,229

(1,351)

(176,120)

383,817

566

—

2,333

(2)

(173,325)

384,797

276,663

(104,203)

103,338

280,594

148 5. Financial information - 5.2. Parent Company Accounts

ANNEX*

Direct shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

%
Holding

Share
Reserves
capital (less interim divid.)

Result

for year shareholding

Value of Dividends
received

Abertis
Infraestructuras
Finance, B.V.

Rokin, 55 1012KK.
Ámsterdam
(Netherlands)

Financing

—

100.00

1,982

(23)

2,000

—

Serviabertis, S.L.

Av. del Parc Logístic, Management
12-20. Barcelona

services

Highways

Autopistas,
C.E.S.A. (ACESA)

Av. del Parc Logístic,
12-20. Barcelona

Toll highway
concessionaire

PwC

100.00

—

PwC

100.00 876,465

544,443 245,039 1,647,187

249,510

PwC

100.00 419,643

442,461 139,244

991,587

147,042

PwC

100.00

50,000

110,705

47,157

223,560

40,004

Other
auditors

100.00

14,182

— 1,312

23,363

1,893

PwC

100.00

527

1,488

805

—

100.00

174

124

—

PwC

79.20

34,642

11,250

(733)

43,168

—

Toll highway
concessionaire

Holding
company of
concessionaires

Toll highway
concessionaire

Infrastructures
administration
and management

Toll highway
concessionaire

Infrastructures
concessionaire

Other
auditors

75.00

1,099

(11,588)

903

4,640

—

Infrastructures
concessionaire

PwC

50.00

27,648

3,122

7,599

46,746

3,533

Infrastructures
concessionaire

Other
auditors

39.04

8,602

37,269

12,635

17,789

5,932

Paseo de la

Autopistas
Aumar, S.A.U.C.E. Alameda, 36.
(AUMAR)

Valencia

Iberpistas,
S.A.U.C.E.

Pío Baroja, 6.
Madrid

Aurea Limited

180 Strand.
London
(United Kingdom)

Promoción de
Autopistas Chile
Limitada
(Iberpistas Chile)

Gertrudis
Echenique, 30.
Las Condes-Santiago
(Chile)

Gestión Integral Montalbán, 5.
de Concesiones, Madrid
S.A. (GICSA)

Autopistas de
León, S.A.C.E.
(AULESA)

Autopistas de
Puerto Rico
y Compañía, S.E.
(APR)

Villadangos del
Páramo. Ctra. Santa
María del Páramo.
León

Montellano Sector
Embalse. San José
(Puerto Rico)

Autopista
Trados-45, S.A.
(TRADOS-45)

Ctra. M-203
P.K. 0,280.
Madrid

Concesionaria Vial Carrera novena,
de los Andes, S.A. 126-91. Santafé
(COVIANDES)(1)

de Bogotá
(Colombia)

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

149

Direct shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

%
Holding

Share
Reserves
capital (less interim divid.)

Result

for year shareholding

Value of Dividends
received

Pt Operational
1 Lavender Road
Services Limited Bon Accord 009
(PTY)

Pretoria (South Africa)

Operation and
maintenance

Other
auditors

33.30

(715)

2,281

—

752

Autopistas del
Sol, S.A. (AUSOL) 986, Piso 4.

Leandro N. Alem,

Toll highway
concessionaire

31.59

43,585 (195,920)

57,215

147,548

—

PwC/
Other
auditors

Toll highway
concessionaire

Other
auditors

25.00

72,308

18,114

13,920

22,748

—

Buenos Aires
(Argentina)

Av. Andrés Bello,
2777- Las Condes.
Santiago (Chile)

Sociedad
Concesionaria
del Elqui, S.A.
(ELQUI)

Concesiones
de Madrid, S.A.
(CONCEMA)

Av. Europa, 18.
Alcobendas. Madrid

Infrastructures
concessionaire

Other
auditors

25.00

28,798

1,370

4,587

21,977

1,209

Infraestructuras Golfo de Salónica,
y Radiales, S.A.
(IRASA)

27. Madrid

Infrastructures
administration
and management

Other
auditors

22.50(2)

8,228

56,400 (16,598)

12,191

—

Car parks

Saba
Aparcamientos,
S.A. (SABA)

Logistic Services

Av. del Parc Logístic,
12-20. Barcelona

Car park operator

PwC

99.26

18,243

99,681

14,825

231,244

11,756

Abertis
Logística, S.A.

Av. del Parc Logístic,
12-20. Barcelona

Logistics promotion PwC
and technical
assistance

Telecommunications

100.00

55,832

11,230

(624)

66,993

—

Abertis
Telecom, S.A.

Av. del Parc Logístic,
12-20. Barcelona

Telecommunication —
services

100.00 300,000

9,160

(5,948)

326,433

—

Airports

Airport
Concession and
Development
Limited (ACDL)

Compañía de
Desarrollo
Aeropuerto
Eldorado, S.A.
(CODAD)(1)

159 New Bond Street Holding
London W1S 2UD
(United Kingdom)

company of
airport companies

—

90.00

22,072

198,648

— 204,224

—

Carrera 13, nº 93-40. Airport
Santafé de Bogotá
(Colombia)

construction
and maintenance

Other
auditors

85.00

11,455

2,823

11,615

45,751

2,755

4,080,017 464,616

Foreign currency amounts are converted to euros using year-end exchange rates.

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

150 5. Financial information - 5.2. Parent Company Accounts

Indirect shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

% Company
Indirect that owns
holding indirect holding

Share
capital

Reserves

(less interim

Profit
for year

dividend)

Through AUTOPISTAS, C.E.S.A.

Autopistas-Conces.
Espanhola,
SGPS, S.A.

Rua General Norton Holding
de Matos, 21-A.
Arquiparque Algés
Oeiras (Portugal)

company of
concessionaires

Brisa, Auto-estradas Quinta da Torre da
de Portugal, S.A. (3)

Toll highway

Aguilha, Edificio Brisa, concessionaire
2785-589. Sao
Domingos de Rana
(Portugal)

Acesa Italia, S.R.L.

Via delle Quattro
Fontane, 15.
Rome (Italy)

Holding
company of
concessionaires

Schemaventotto,
S.p.A.

Calmaggiore, 23.
Treviso (Italy)

Holding company
of concessionaires

Autostrade, S.p.A. (6) Via A. Bergamini, 50. Toll highway
Rome (Italy)

concessionaire

Autopistes de
Catalunya, S.A.
(AUCAT)

Av. del Parc Logístic,
12-20. Barcelona

Toll highway
concessionaire

Grupo Concesionario Ruta Nacional
nº 7, km 25,92.
del Oeste, S.A.
Ituzaingó (Argentina)
(GCO)(1 and 7)

Toll highway
concessionaire

Túnel del Cadí, S.A.C. Carretera de

Toll highway

Autopista Terrassa-
Manresa, Autema,
Concessionària de
la Generalitat de
Catalunya, S.A.
(AUTEMA)

Through AUMAR, S.A

Ciralsa, S.A.C.E.

Vallvidrera a St. Cugat, concessionaire
km 5,3. Barcelona

Autopista
C-16, km 41.
Barcelona

Toll highway
concessionaire

Av. Maisonnave,
41. Alicante

Construction,
conservation
and operation
of toll highways

Through IBERPISTAS, S.A.C.E.

Castellana de
Autopistas,
S.A.U.C.E.

Pío Baroja, 6.
Madrid

Toll highway
concessionaire

PwC

100.00 acesa

1,000

308,358

Other
auditors

10.00 Autopistas-

600,000(4) 606,052(4) 101,183(4)

Conces.
Espanhola,
SGPS

PwC

100.00 acesa

166,341(5)

4,080(5)

1,188(5)

Other
auditors

13.33 Acesa Italia

445,536

951,467

561,635

6.95 Schemaventotto 571,712(4) 428,492(4) 117,598(4)

PwC

100.00 acesa

96,160

15,178

23,298

PwC

48.60 acesa

20,160

(9,379)

3,828

Other
auditors

37.19 acesa

105,504

8,405

2,371

PwC

23.72 acesa

69,411

(3,485)

14,031

—

25.00 aumar

50,167

—

PwC

100.00 iberpistas

46,800

187,591

(91)

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

151

Indirect shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

% Company
Indirect that owns
holding indirect holding

Share
capital

Reserves

(less interim

Profit
for year

dividend)

Iberavasa de
Inversiones, S.L.U.

Pío Baroja, 6. Madrid Holding
company

PwC

100.00 iberpistas

24,207

15,568

3,808

Autopistas
Vasco-Aragonesa,
C.E.S.A. (AVASA)

Barrio de Anuntzibai, Toll highway
s/n 48410. Orozco.
Vizcaya

concessionaire

Other
auditors

50.00(8)

Iberavasa

234,000

5,240

45,631

Áreas de Servicio y Autopista A68,
km 6. Vizcaya
Mantenimiento, S.A.

Food services

Barrio de Anuntzibai,
s/n. Vizcaya

Inactive

Vasco-Aragonesa
de Servicios y
Concesiones, S.A.

Iberacesa, S.L.

—

50.00 Avasa

600

643

(3)

50.00 Avasa

110

Caleruega,102-104. Holding company —
Madrid

of concessionaires

100.00 iberpistas

32,229

7,212

(1,141)

Ingeniería y Sistemas Pío Baroja, 6. Madrid Technical
de Gestión de
Autopistas, S.A. (ISGASA)

engineering
services

—

100.00 Iberacesa

1,081

779

Alazor
Inversiones, S.A.

Rozabella, 6.
Las Rozas. Madrid

Holding company
of concessionaires

Accesos de Madrid,
C.E.S.A.

Rozabella, 6.
Las Rozas. Madrid

Toll highway
concessionaire

Tacel
Inversiones, S.A.

Hórreo, 11. Santiago Holding company
of concessionaires
de Compostela

Autopista
Central Gallega,
C.E.S.A.

Hórreo, 11. Santiago Toll highway
de Compostela

concessionaire

Other
auditors

23.34 Iberacesa

199,000

23.34 Alazor

199,000

Inversiones

(6,077)

(6,001)

18.00 Iberacesa

32,250

(852)

(1,138)

18.00 Tacel

32,250

(856)

(1,110)

Inversiones

Ibermadrid de
Infraestructuras, S.A. Madrid

Pío Baroja, 6.

Study, promotion —
and construction
of civil work
infrastructures

100.00 iberpistas

500

(147)

Proconex, S.A.

Pío Baroja, 6.
Madrid

Operation of
subleased
service areas

—

100.00 iberpistas

100

(870)

1,317

Through Aurea Ltd.

Road Management
Group (RMG)

130 High Street Old
Woking Surrey
(United Kingdom)

Toll highway
concessionaire

Other
auditors

25.00 Aurea Limited

35,931

60,083

10,222

Through Iberpistas Chile

Gestora de
Autopistas, S.A.
(GESA)

Andrés Bello, 2777.
Las Condes.
Santiago (Chile)

Toll highway
concessionaire

PwC

51.00 Iberpistas Chile

1,058

1,015

162

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

152 5. Financial information - 5.2. Parent Company Accounts

Indirect shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

% Company
Indirect that owns
holding indirect holding

Share
capital

Reserves

(less interim

Profit
for year

dividend)

Through Trados 45

M-45
Conservación, S.A.

Ctra. M-203
P.K. 0,280. Madrid

—

Highway
and conservation
concessionaire

37.50 Trados 45/
CONCEMA

553

—

Through INFRAESTRUCTURAS Y RADIALES, S.A.

Autopista del
Henares, S.A.C.E.
(HENARSA)

Erredosa
Infraestructuras,
S.A. (ERREDOSA)

Through SABA

Golfo de Salónica, 27. Toll highway
Madrid

concessionaire

Other
auditors

22.50 Infraestructuras
y radiales

96,700

328,897

(2,358)

Golfo de Salónica, 27. Infrastructure
Madrid

administration
and management

Other
auditors

22.50 Infraestructuras
y radiales

(3)

(2)

Saba
Estacionamientos
de Chile, S.A.

Andrés Bello, 2777.
Las Condes.
Santiago (Chile)

Car park
operator

Concesionaria
Subterra

Concesionaria
Subterra Dos

Spel-Sociedade
de Parques de
Estacionamento,
S.A. (SPEL)

Andrés Bello, 2777.
Las Condes.
Santiago (Chile)

Car park
operator

Guedes de Azevedo, Car park
operator
148-180. Oporto
(Portugal)

Liz Estacionamientos Guedes de Azevedo, Car park
operator

148-180. Oporto
(Portugal)

Parbla, S.A.

Societat Pirenaica
d’Aparcaments, S.A.
(SPASA)

Societat
d’Aparcaments
de Terrassa, S.A.
(SATSA)

Saba Italia, S.p.A.

Car park
operator

Sabino Arana, 38.
Barcelona

Pau Casals, 7.
Escaldes-Engordany
(Principality
of Andorra)

Plaça Vella, subsuelo. Car park
operator
Terrassa

Via delle Quattro
Fontane, 15. Rome
(Italy)

Car park
operator

PwC

99.26 saba

11,500

(60)

(89)

PwC

99.26 Saba Chile

1,248

(115)

260

PwC

99.26 Saba Chile

805

99.26 saba

6,000

22,889

(55)

PwC

50.62 Spel

500

—

99.26 saba

1,172

89.33 saba

301

140

PwC

87.39 saba

7,313

434

891

PwC

59.56 saba

28,600

3,713

(2,704)

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

153

Indirect shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

Saba Campo
San Giacomo

Parcheggi Pisa

Via delle Quattro
Fontane, 15. Rome
(Italy)

Car park
operator

Parcheggi Bicocca

Via Gaetano Negri,
10. Milan (Italy)

Car park
operator

Port Mobility

Rabat Parking, S.A.

Località Porto del
Turco, 53.
Civitavecchia Rome
(Italy)

Rue de Larache, 8.
Rabat (Morocco)

Las Mercedes
Sociedad
Concesionaria, S.L.

Las Mercedes, s/n.
Las Arenas-Getxo.
Vizcaya

Through ABERTIS LOGÍSTICA

Sevisur Logística, S.A. Moratín, 1. Seville

Parc Logístic de la
Zona Franca, S.A.
(PLZF)

Av. del Parc Logístic,
2-10. Barcelona

Car park
operator

Construction
and operation
of logistics area

Promotion and
operation of
logistics area

Areamed 2000, S.A. Vía Augusta, 21-23, Operation of
service areas

Barcelona

Araba Logística, S.A. Olaguibel, 2. Vitoria
(ARASUR)

Centro Intermodal
de Logística, S.A.
(CILSA)

Av. Ports d’Europa,
100. Barcelona

Construction
and operation
of logistics area

Promotion
and operation
of logistics area

% Company
Indirect that owns
holding indirect holding

Share
capital

Reserves

(less interim

Profit
for year

dividend)

58.96 Saba Italia

100

—

(6)

41.69 Saba Italia

—

(6)

14.89 Saba Italia

1,500

— (1,323)

5.96 Saba Italia

1,500

—

Other
auditors

50.62 saba

1,879

(328)

(34)

—

33.33 saba

611

—

(34)

PwC

60.00 abertis logística

3,000

(59)

(173)

Other
auditors

50.00 abertis logística

23,742

(622)

1,529

50.00 abertis logística

7,608

1,882

PwC

39.77 abertis logística

6,408

1,548

(217)

Other
auditors

32.00 abertis logística

15,467

25,304

1,040

Through ABERTIS TELECOM

Difusió Digital
Societat de
Telecomunicacions,
S.A. (TRADIA)

Motors, 392.
L’Hospitalet
de Llobregat.
Barcelona

Adquisición de
Motors, 392.
emplazamientos, S.L. L’Hospitalet
de Llobregat.
(ADESAL)
Barcelona

Telecommunication Other
infrastructures
operator

auditors

100.00 abertis telecom 131,488

(33,029)

225

Inactive

—

100.00 tradia

(0.3)

—

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

154 5. Financial information - 5.2. Parent Company Accounts

Indirect shareholdings

(thousand euros)

Company

Registered office

Activity

Auditors

% Company
Indirect that owns
holding indirect holding

Share
capital

Reserves

(less interim

Profit
for year

dividend)

Retevisión I, S.A.

Gran Via de les Corts Telecommunication Other

100.00 abertis telecom

81,270

118,193

7,003

Catalanes, 130-136.

infrastructures

auditors

Barcelona

operator

Torre de

Ctra. de Vallvidrera

Construction

Other

41.75 Retevisión I

12,020(5)

564(5)

107(5)

Collserola, S.A.

al Tibidabo, s/n.

and operation of

auditors

Barcelona

telecommunication

infrastructures

Through ACDL

TBI, plc(9)

159 New Bond St.

Airport operator

PwC

26.28 ACDL

81,388

331,974 14,381(10)

London W1S 2UD

(United Kingdom)

Foreign currency amounts converted to euros using the year-end exchange rate.

(1) Financial statements at 31 December 2004 without including the effect of inflation considered in local criteria.
(2) Direct shareholding of abertis 15%. Indirect holding through Iberpistas S.A.C.E and Avasa of 7.5%.
(3) The shares of Brisa, Auto-estradas de Portugal, S.A. are traded on the Lisbon Stock Exchange. The average weighted price

in the last of quarter 2004 was 6.47 euros. At year-end the price was 6.75 euros.
Information at 30 June 2004.
Information at 31 December 2003.

(4)
(5)
(6) The shares of Autostrade, S.p.A. are traded on the Milan Stock Exchange. The average weighted price in the last quarter

of 2004 was 17.907 euros. At year-end the price was 19.70 euros.

(7) The shares of GCO are traded on the Argentina Stock Exchange. The average weighted price in the last quarter of 2004
was 1.36 Argentine pesos. At year-end the share price was 1.66 Argentine pesos. 57.6% of the voting rights are held.

(8) The shares of Avasa are pledged by virtue of the share pledge agreement dated 2/8/2001 as guarantee on a loan.
(9) Group that was listed on the London Stock Exchange until its acquisition by ACDL. This Group is made up of various

companies in different countries and operates (under concession or ownership) eight international airports (Europe, United
States and Latin America) and manages fully or partially, on behalf of governments or local authorities, another
six airports.

(10) Corresponds to the 9 months of the financial year to 31 December 2004.

* This annex forms an integral part of Note 7 to these 2004 Annual Accounts, with which it should be read.

Annual Report 2004

5. Financial information - 5.2. Parent Company Accounts

155

ABERTIS INFRAESTRUCTURAS, S.A.

Management Report for 2004

2004 was the second full year of activity for Abertis Infraestructuras, S.A. (abertis), one of the leading
managers of mobility and communications infrastructures operating in the sectors of highways, car parks,
logistic infrastructures, telecommunication infrastructures and airports.

As head of an important business group, the objective of abertis is to continue offering its shareholders
a balanced combination of investments in the above-mentioned sectors that ensure an adequate
combination of low risk, growth and yield. In this respect, the following events in 2004 should be
highlighted:

•

In the highways sector, the award of the Alicante Ring Road tender to a consortium in which abertis
holds 25%, the start of operations of Radial 3 and 5 in Madrid (23% share held by abertis), the
acquisition of 0.5% shareholding in Schemaventotto (company that groups the core shareholders
of Autostrade) and the capital gains on the sale by Schemaventotto of 10% of Autostrade and the
sale by Autostrade of 5% of abertis. With the objective of rationalising the ownership structure of
the Group the operations of abertis and iberpistas (100% owned) have been merged.

In the car parks sector, during the year saba reached an important agreement on a new fee model with
the Barcelona City Council, along with an investment plan to improve the car parks and an extension of
the concessions. It has commenced its expansion in Chile with the acquisition of 6 car parks and has
embarked on the construction of new car parks in Italy, one of the two main axes, together with
Portugal, of its international expansion until entering Latin America.

Lastly, in the airports sector the company ACDL was incorporated at the end of the year and presented
a Public Takeover Offer for the British airport operator TBI, which was successfully completed in 2005
by taking 100% control. At the end of 2004, investment totalled 204.2 million euros for the acquisition
of 29% of TBI.

156 5. Financial information - 5.2. Parent Company Accounts

All these actions, combined with the positive performance of the other businesses and activities, have had
a positive impact on the key figures and results for the year, and form the base for growth in coming years.

The balance sheet of abertis clearly reflects its position as parent company of the Group and mainly
comprises the portfolio of shareholdings, on the assets side, and by the financing of these holdings through
equity and debt, on the liabilities side.

During 2004 the financial structure of the Group has been optimised, centralising the debt in abertis,
which is responsible for covering the funding requirements of the subsidiary companies. In addition, there
has been an important transfer of short-term debt to long-term debt, enabled to a large extent by the bond
issues made in November 2004, in which abertis (through its subsidiary Abertis Infraestructuras Finance
BV) concluded a private debt placement of long-term bonds on the US market valued at 600 million dollars
(the largest placement in the US Private Placement market made by a Spanish company during the year),
and in February 2004, when abertis made a bond issue to institutional investors, also in the international
market under Spanish law and documentation, of 450 million euros.

In 2004, the profit and loss account basically reflects the transfer of the results generated in the different
companies of the Group, through the dividend policy, as well as the costs derived from the corporation
structure and the financing of the investments in subsidiary and associated companies. The profit for the
year rose to 361 million euros, which represents an increase of 9.7% on the previous year and allows
abertis to ensure, in turn, its policy of shareholder return.

As in previous years, abertis has maintained its policy of shareholder return that combines the dividend
payout with a bonus share issue of one share for every 20 shares held.

The Board of Directors of abertis has agreed to propose to the Ordinary Shareholders’ Meeting a final
dividend for 2004 of 0.25 euros gross per share, which represents an increase of 12.1% on the final dividend
of the previous year, an indication of the confidence in the consolidation of the return on investments
made in recent years and their growing contribution to profits.

In 2005 it is expected that the positive contribution of all business units will continue, accentuated by
the progressive contribution of all new projects and the most recent incorporations in the Group, with the
policy on shareholder return being maintained.

The Company has not traded, directly or indirectly, in its own shares with the exception of the acquisition
of 111,601 shares in the context of the merger with iberpistas. Due to the small number of shares required
for the share swap (0.16% of the share capital of iberpistas), the issue of new abertis shares to exchange
with the shareholders of iberpistas was substituted, on prior approval of the Shareholders’ Meeting, by the
acquisition of treasury stock that were subsequently exchanged with the minority shareholders.

Parent Company Auditor's Report

Av. del Parc Logístic, 12-20
08040 Barcelona