&
2005
annualreport
Key data
(million euros)
Consolidated
Total assets
Equity
Provisions
Debt
Operating income
EBITDA - Gross operating margin
Operating profit
Profit attributed to parent
2001
2002
2003
2004
4,267
1,765
897
1,227
710
476
359
172
6,459
2,033
1,402
2,521
794
534
402
195
9,685
3,107
2,320
3,611
1,283
915
695
355
9,940
3,318
2,493
3,516
1,534
1,043
743
467
IFRS
2004
7,095
2,904
104
3,490
1,549
1,050
740
489
IFRS
2005
8,447
3,036
114
4,256
1,906
1,204
833
511
Average number of employees
3,209
3,990
4,617
5,668
5,668
7,831
Parent Company
Net profit
Total dividends
2001
165
132
2002
183
156
2003
329
237
2004
361
264
2005
388
290
2004 and 2005 figures are prepared under the International Financial Reporting Standards (IFRS) which involves a series of
reclassifications in the presentation of the financial statements. This has resulted in a decrease in assets and provisions, amongst
other changes. The impact of the transition to IFRS is described in detail in the 2005 annual report.
What resources are used?
Resources
abertis Group - Distribution of assets
Human resources
Average workforce
10,000
8,000
6,000
4,000
2,000
0
Fixed assets
Other assets
Current assets
8,000
6,000
4,000
2,000
0
2001
2002
2003
2004
2005
2001
2002
2003
2004
2005
Group assets exceed 8,000 million euros
An workforce team of more than 7,800 people
Increase due to inclusion of TBI. Fixed assets represent 94.3%
of total assets, mainly consisting of concession assets and
other assets associated with infrastructure businesses.
The inclusion of TBI in the Group has caused the average
workforce to increase to 7,831 employees in 2005.
(Please turn over)
Key data
(million euros)
What are the financial resources?
What is obtained?
abertis Group - Distribution of liabilities
Profit attributed to parent company
Equity
Provisions for
liabilities and
expenses
Debt
Other liabilities
8,000
6,000
4,000
2,000
0
500
400
300
200
100
0
2001
2002
2003
2004
2005
2001
2002
2003
2004
2005
Balanced financial structure
Profit of more than 500 million euros in 2005
Equity exceeds 3,000 million euros, representing 36% of
total liabilities, with debt of 50 % due to the expansion of
the Group. The provisions, mainly the reversion fund, have
been reclassified as a reduction in assets (new IFRS rules).
The profit of 511 million represents a 4.6% increase compared
to 2004. Excluding the effect of a series of non recurrent items,
the comparable profit rose by 12%.
How are profits distributed?
Total dividends
How is the company valued?
Evolution abertis vs Ibex 35
(Base 31/12/00 = 100)
abertis share price
IBEX 35
300
250
200
150
100
50
0
340
300
260
220
180
140
100
60
20
2001
2002
2003
2004
2005
2001
2002
2003
2004
2005
Policy of sustained, stable and increasing yield
abertis: Excellent rate of growth
Total dividends in 2005 rose to 290 million euros, up10%
compared to 2004, with a payout of 0.5 euros per share. The
policy of a sustained, stable and increasing dividend continues.
The shares of abertis continued their excellent rate of growth,
with a revaluation during 2005 of 37.8%, once again
outperforming the return on the Ibex 35. This increase is added
to the advances recorded in the previous four years, with an
accumulated increase over the last five years of 191%.
For the third consecutive year, the Spanish stock market
concluded the year with a gain, with the Ibex 35 up 18.2 from
January, with an increase of 77.8% over the last three years.
abertis: The best performance in terms of return
In 2005 abertis has had the best performance in terms of
return (+41%), based on the revaluation in the share price
and the dividend yield, compared against the return obtained
on the ten leading companies of the Ibex by market
capitalisation.
Significant events of the year
1st quarter 2005
3rd quarter 2005
_ ACDL (90% held by abertis and 10% by Aena Internacional)
acquired 29% of TBI in December 2004 and made a public
takeover offer for 100% of the capital. TBI is a British operator
of airports under concession and ownership, with 8
international airports (including London Luton, Cardiff and
Belfast) and it fully or partially manages another 5 airports.
In January 2005 the public takeover was successfully
concluded, with ACDL controlling 100% of the capital.
_ The Council of Ministers of 30 December agreed to modify
before summer 2005 the National Technical Plan for Digital
Television, to assign frequencies that are currently free as
soon as possible for new programmes, to start broadcasting
of new programmes with country wide coverage in October
2005 and bring forward the switch off date for the period
of transition to Digital Terresterial Television (from 2012 to
2010).
_ saba acquired from Autostrade a 40% share of its Italian
subsidiary Saba Italia, gaining 100% control of the company.
_ The main Spanish toll highway concessions of abertis were
paid compensation for the rate freeze in 2000.
_ Schemaventotto (in which abertis holds 13.33%) sold
2.053% of Autostrade reducing its shareholding from 52.2%
to 50.1%, generating a capital gain for abertis of 22 million
euros. The indirect shareholding of abertis in Autostrade
was reduced from 6.95% to 6.68%.
_ The financial ratings agency Standard & Poor’s held its “AA”
rating for abertis, noting that the financial structure of the
company was one of the key reasons for maintaining the
rating.
_ abertis completed a 700 million euros bond issue placed
with institutional investors.
2nd quarter 2005
_ The General Shareholders’ Meeting of abertis approved the
parent company and consolidated annual accounts for 2004,
a final dividend of 0.25 euros per share and the bonus share
issue to be charged against reserves of one new share for
every 20 shares held.
_ Saba Italia acquired a car park in Mestre with a total of
1,418 parking spaces.
_ On 20 April the final dividend of 0.25 euros per share for
2004 was paid, with a total sum of 138 million euros.
_ Saba Chile acquired two companies in Chile, giving it a total
of seven car parks under management with 3,156 spaces.
_ abertis made the bonus share issue approved in April for
an amount of 82.7 million euros.
_ The Aragonese Radio y Television Corporation awarded
abertis telecom the contract to provide audiovisual services
for the autonomous radio and television channels.
_ abertis consolidated its presence in the international
sustainability indexes on being included in the pan-European
Dow Jones Stoxx Sustainability Index for two consecutive
years.
_ abertis increased its shareholding in Accesos de Madrid (R-
3 and R-5 in Madrid) from 23.3% to 31.2% and sold its 25%
shareholding in Concesiones de Madrid and 18% holding in
Autopista Central Gallega.
4th quarter 2005
_ TBI opened a new terminal in Luton, with an area of more
than 7,400 square metres, to meet the demands of the
forecast growth in passengars in the medium term.
_ Payment of an interim dividend for 2005 for an amount of
0.25 euros per share, representing a total sum of 145 million
euros.
_ saba opened the Vignola car park (Módena), which will be
managed under concession over a 90 year term.
_ abertis telecom was awarded the audiovisual service
contract for the autonomous radio and television channels
of Extremadura.
_ saba opened two car parks in Portugal, Leiria and Portimao
(Algarve), which will be managed under concession over 50
years.
_ abertis telecom, Nokia and Telefónica carried out pilot
testing of mobile digital TV in Spain.
_ abertis telecom commenced the transmission of Digital
Terresterial Television (DTT), with a national coverage of
more than 80%.
_ The consortium led by abertis was selected to purchase
75.7% of Sanef, the French highway concessionaire that
manages 1,771 kilometres of toll highways in the north-
west of France and Normandy until 2028. The operation
was carried out through Holding d’Infraestructures de
Transport SAS (HIT), comprised of abertis (with a majority
position) and a group of leading French investors. The
acquisition was completed at the beginning of February
2006, which was followed by a public takeover offer for the
outstanding 24.3% of the share capital. As at 24 March 2006
the HIT consortium controlled 96% of Sanef.
_ abertis acquired 8,685,832 of its own shares at a unit price
of 21.40 euros of which 1,000,000 were sold. At the end of
the year 7,685,832 shares were held, representing 1.33% of
the capital.
2005
annual report
index1_ Governing bodies
page 08
1_1 Board of Directors
1_2 Board Committees
1_3 Senior Management
1_4 Business Units
2_ Strategy
page 14
3_ Activities of abertis group
page 18
3_1 Highways
3_2 Telecommunication infrastructures
3_3 Airports
3_4 Car Parks
3_5 Logistics Services
4_ Financial information
page 48
4_1 Business performance
Consolidated figures
Parent company figures
4_2 Shareholders and stock market
5_ Statutory financial statements
page 74
5_1 Consolidated annual accounts
Consolidated management report
Consolidated auditor’s report
5_2 Parent company accounts
Parent company management report
Parent company auditor’s report
Chairman’s letter
Dear shareholders,
Once again the contents of the Annual Report give me the opportunity to share with you and
comment on the most relevant issues for abertis in 2005. It has been a particularly significant year
in terms of the internationalisation and diversification of the Group’s activities. In January the
integration of the TBI airports was completed and the year concluded with the successful tender for
the French highway network of Sanef by the business consortium Holding d’Infrastructures de Transport
led by our company.
Today our Group is more of a global leader in infrastructures than ever before. The geographical origin
of the income from the businesses of abertis is more diverse and qualitatively better. In 2006 practically
50% of our business will be generated outside of Spain, with almost 40% coming from the highway
business in France, which has one of the most coherent and reliable models in terms of planning and
rates criteria on its high capacity road network.
The economic situation
Overall, the dynamism of the world economy has remained positive throughout 2005. In this sense,
the disequilibrium of the US balance of trade, the increase in oil prices and the level of geopolitical
uncertainty present, did not affect the relative strength shown by the leading indicators of the world
economy.
The US continued to have growth rates well above 3% and Japan saw its GDP grow, after ten years
of stagnation or negative growth. This trend coincides, in the case of EU countries, with still modest
GDP growth rates, with the exception of Spain, Ireland and the newly admitted countries, but a
certain improvement in the outlook due fundamentally to the impulse, and broad political consensus
surrounding the structural reforms in Germany following the formation of the new coalition
government.
This relatively optimistic context has influenced recent movements by the US Federal Reserve, the
Bank of Japan and the European Central Bank, modifying the loose interest rate policy, with the start
of a scaled and sustained increase in rates. In fact, the consistency and moderation in the policy of
rate increases by the three monetary authorities, depends, to a large extent, on current growth rates
being maintained. In the case of the Spanish economy this gradual increase in interest rates could
contribute to moderate consumption, a necessary reduction of the inflation differential with respect
to the rest of the EU, and a slowdown in housing prices.
We can expect the economy to moderate some of its main imbalances, with the conditions that
favour continuity of growth remaining through 2006 and 2007.
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The attraction of abertis
In this environment abertis has continued consolidating on the stock market the growth potential
and confidence that investors have shown in our Group. The combination of our investment policy
based on selectiveness and stability of cash flows and returns, the solid organic growth of our
businesses and historically low interest rates, which I referred to above, have been decisive in significant
revaluation of our shares on the market. With a market capitalisation above 12 billion euros, abertis
is a leading European infrastructure concessions group.
Our shares continue to be of interest to investors, offering a potential for solid growth. The full
consolidation of Sanef’s figures into our balance sheet, which will increase our EBITDA to more than
2,000 million euros, the significant improvement in the mix of income of our telecommunications
sector with the roll-out of digital terrestrial television (DTT) in Spain, or the stability of our policy
on shareholder return – dividend plus bonus shares, are just some examples that support the
perspectives for our shares. This outlook is set in a context where the increase in interest rates will
represent a moderation in the rates of revaluation.
Reflecting our commitment to stability in the return for shareholders is the Board of Directors’
proposal to pay a final dividend for 2005 of 0.25 gross euros per share, in addition to the interim
dividend paid in October of the same amount. This raised the total dividend for 2005 to 0.50 euros,
compared to 0.479 euros in 2004. A bonus share issue of one new share for every 20 shares held
was also made. The total amount allocated to dividend payments in the 2005 financial year was
289.5 million euros, which represents a 9.6% increase on the previous year.
Keys to business in 2005
abertis has taken important steps which, as I mentioned earlier, have served to strengthen almost all
business areas. The Holding d’Infraestructures de Transport SAS (HIT), led by abertis (57.5%) and its French
partners Caisse de Dépôts (10%), the insurance companies CNP Assurance (5%), Predica (12.4%), Groupe
Axa (9%) and Foncière Financière et de Participaçons FPF (5.10%) completed in April 2006 the Sanef
acquisition process that commenced in December, after being awarded the tender by the French State.
The acquisition of Sanef has the characteristics that abertis demands of it strategic investment projects
(soundness and return) and strengthens its international position as one of the world leaders in infrastructure
management. With this investment, abertis more than doubles its current network in kilometres (Sanef
manages 1,771 km) and increases the average remaining life of its concessions (Sanef’s concession ends
in 2028) and brings a management team of great quality and experience into the Group. The financial
soundness of abertis has enabled this acquisition to be financed with external funding, which represents
an optimisation of financial leverage, leading to a review of its rating. Nevertheless, the Company has
maintained its highest quality rating (A from Standard & Poor’s and Fitch Ratings).
In Spain, at the beginning of 2006, following a process which first began in 2000, we were able to
announce the agreement with the Ministry of Works to widen the AP-7 to three lanes over 123 km,
on the northern stretches to La Jonquera and in the south from El Vendrell to Salou. Given the social
and economic impact that this work will have on the territory, it extends beyond the terms of the
agreement. An innovative formula is established that is able to combine the execution of necessary
projects for widening highways that are relatively close to termination – 2021 in the case of the
AP-7 –, with the interest of shareholders in obtaining sufficiently attractive rates of return to justify
an interest in the operation.
chairman’s letter
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2005 was also a key year for our airport sector (abertis airports) which, thanks to the full integration
of TBI in the consolidation scope of the Group, with its income of 282 million euros it has established
itself as an important business of abertis.
Our telecommunications business (abertis telecom), with an income of 282 million euros, saw two
processes in 2005 that are going to be decisive in its immediate development: the launch of DTT in
Spain with a plan to be rolled out from the end of 2005 through 2010, and the start of pilot tests,
together with the leading mobile telephone operators, for the distribution of TV signals to mobile
telephones. Both processes, especially the launch of DTT, are going to have a very positive impact on
quantitative improvement or income, and qualitative improvement or operating margin in the business
mix of abertis telecom.
saba, our car park operator, without forgetting its growth in Spain, continued its international
expansion with new projects in Italy, Portugal and, of particular note, Chile. The income derived from
international operations increased to 30%. The investments on the improvement of access, safety,
signage and user information, and the implementation of the pilot phase of dynamic payment
systems based on the “Via T” system, also marked the year for saba.
In our logistics platforms business (abertis logística), 2005 saw the real extension of our activities
beyond Catalonia. The commercialisation of the first phase of Sevisur in the ZAL of the Port of Seville
was successfully completed and work also concluded on the first phase of the Arasur platform, located
in an inter-modal communications node in the south of the Basque Country which was inaugurated
this February. Whilst modest in relative terms, our activity in the sector of logistics infrastructure is of
key importance given that it complements and generates synergies with the infrastructures and transport
networks for goods and people.
Key figures
During the year, operating income of abertis rose to 1,906 million euros, a 23% increase on the
previous year. Of total income, 63% was generated by the highway activity, 15% by the airport
sector and 15% from telecommunication infrastructures. The car park sector contributed 6% and
logistics infrastructures and services provided 1%. Of total income, 18% was generated outside of
Spain. Following the acquisition of Sanef, the highway business will strengthen its leadership with
77% of the Group’s total income.
Gross operating earnings (EBITDA) rose 15% in 2005 to 1,204 million euros, whilst cash flow reached
822 million euros, an increase of 16% respect to the previous year. The investments of abertis in
this twelve month period totalled 942 million euros, of which 770 million (82%) went to growth
projects and the balance of 172 million was on operational investment.
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The main activity indicators confirmed this positive evolution in all the sectors. Highways recorded
a 2.3% increase in daily average traffic (ADT) on the highway network of abertis in Spain. This
increase has accelerated in the first quarter of 2006, with an increase in traffic ahead of our forecasts.
In airports there was an 11% increase in the number of passengers. Also of note was the positive
evolution of abertis telecom with an income of 282 million euros. The car parks business recorded
a 2.6% increase in vehicle rotation. Finally, the income of abertis logística rose by 8%.
In 2005 the number of employees rose to 7,800 with the inclusion of the TBI workforce. In 2006,
abertis will have more than 11,000 employees, with the inclusion of Sanef, with 56% working outside
of Spain.
Vision, mission and values of abertis
2005 has been a critical year in stating and defining the vision, mission and values that should
pervade in the daily activity of abertis in its various facets. These will apply equally to relations with
direct employees, and in the service provided to clients, through transparency in information to
shareholders, analysts and the media, in the coherency of our strategy on relations with the areas
and the communities where we carry out our activity. In short, in all aspects that the model of
governance and management of a complex multinational corporation like abertis should inspire.
The corporate social responsibility and corporate governance reports that complement this annual
report confirm and inform on the inclusion of the concepts of economic, social and environmental
balance in our model of governance. These factors are intrinsic in the management of a corporation
which, like abertis, has made the global markets its internal market.
In this sense, I want to highlight the goals that the process of internationalising our business presents
for the development of our vision, mission and values. Beyond the local circumstances of each of
our companies, we must ensure that the culture and values of abertis are integrated and take root
across all our businesses regardless of where they are developed and in the management teams
responsible.
Finally I wish to congratulate the professional team and management of our Group for their dedication,
commitment and tenacity in the achievement of the objectives that we have set for them. To you,
our shareholders, I wish to thank you for the confidence that you have entrusted in us and in the
promising future of the abertis group.
Isidre Fainé, Chairman of abertis
1Governing bodies
1_1 Board of Directors
page 10
1_2 Board Committees
page 11
1_3 Senior Management
page 12
1_4 Business units
page 13
1_1 board of directors
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The members of the Board of Directors of abertis, at the time of preparing the 2005 annual accounts
are:
Isidro Fainé Casas (Chairman)
Pablo Vallbona Vadell (1st Deputy Chairman)
G3T, S.L represented by Carmen Godia Bull (2nd Deputy Chairman)
Angel García Altozano (3rd Deputy Chairman)
Salvador Alemany Mas (Chief Executive Officer)
Caixa d’Estalvis de Catalunya represented by Josep Maria Loza Xuriach
Comunidades Gestionadas, S.A. represented by Antonio García Ferrer
Enrique Corominas Vila
Dragados, S.A. represented by Demetrio Ullastres Llorente
Carlos Godó Valls
Miguel Ángel Gutiérrez Méndez
Ernesto Mata López
Enric Mata Tarragó
Braulio Medel Cámara
Vasco de Mello
Jorge Mercader Miró
José Luis Olivas Martínez
Ramón Pascual Fontana
Leopoldo Rodés Castañé
Miquel Roca Junyent (Secretary, Non-Board Member)
Juan A. Margenat Padrós (Deputy Secretary, Non-Board Member)
During 2005 the following have ceased to act as board members: María Isabel Gabarró Miquel (replaced by Leopoldo
Rodés Castañé), Carmen Godia Bull (replaced by G3T, S.L.) and Montes de Piedad y Caja de Ahorros de Ronda,
Cádiz, Almería, Málaga y Antequera - Unicaja (replaced by Braulio Medel Cámara).
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1_2 board committees
Executive Committee
Isidro Fainé Casas (Chairman)
Pablo Vallbona Vadell (1st Deputy Chairman)
G3T, S.L. represented by Carmen Godia Bull (2nd Deputy Chairman)
Angel García Altozano (3rd Deputy Chairman)
Salvador Alemany Mas (Chief Executive Officer)
Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach
José Luis Olivas Martínez
Miquel Roca Junyent (Secretary, Non-Board Member)
Juan A. Margenat Padrós (Deputy Secretary, Non-Board Member)
During 2005 Carmen Godia Bull ceased to be member of the committee (being replaced by G3T, S.L.).
Audit and Control Committee
Ernesto Mata López (Chairman)
Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach
Enrique Corominas Vila
Juan A. Margenat Padrós (Secretary)
Nomination and Remuneration Committee
Jorge Mercader Miró (Chairman)
Angel García Altozano
Miguel Angel Gutiérrez Méndez
Juan A. Margenat Padrós (Secretary)
In 2005 Maria Isabel Gabarró Miquel ceased to be member of the committee
(being replaced by Miguel Angel Gutiérrez Méndez).
1_3 senior management
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Chief Executive Officer:
Salvador Alemany Mas
Company Secretary:
Director of Legal Services:
Juan A. Margenat Padrós
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:
Director of Corporate Security:
Director of Planning and Control:
Director of Organisational Development:
Director of Construction:
Chief Financial Officer:
Director of Finance:
José María García Martín
Luis Jiménez Arrebola
Jordi Lagares Puig
Joan Rafel Herrero
Rodolfo Vicente Bach
Francisco José Aljaro Navarro
Lluís Subirà Laborda
Director of Institutional Relations and Quality:
Ricard Maxenchs Roca
Director of Studies and Corporate Communication:
Antoni Brunet Mauri
Shared Services
Managing Director of serviabertis:
Manuel Cruces Socasau
Deputy Managing Director of Infrastructures
and Technical Services:
Juan Rodríguez de la Rubia
Director of Administration and Purchasing:
Francesc Sánchez Farré
Director of Corporate Organisation and Systems:
Jordi Pujol-Xicoy Gimferrer
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1_4 business units
Highways
Managing Director Catalonia-Aragon (acesa and aucat):
Lluís Serra Serra
Managing Director Centre-North (iberpistas):
José Mª Morera Bosch
Managing Director East-South (aumar):
Américo Jiménez Rodríguez
Director of International Highways:
Jordi Graells Ferrández
Car Parks
Managing Director of saba:
Joan Font Alegret
Telecommunication infrastructures
Managing Director of abertis telecom:
Tobías Martínez Gimeno
Logistics services
Managing Director of abertis logística:
Josep Canós Ciurana
Airports
Managing Director of abertis airports:
Miquel Puig Raposo
2Strategy
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The development of abertis (to become a leading
corporation in Europe in the management of
infrastructures serving mobility and
communications) makes it essential to define
and clearly communicate the elements by which
the company wishes to be identified in its
relationship with clients, society, shareholders
and employees.
The vision, mission and values of abertis reflect
all these concepts that aspire to add value and
are the base on which abertis builds its project.
Our vision
“To provide responses to the infrastructure
requirements to serve mobility and
telecommunications harmonising the
satisfaction of our clients, shareholders and
employees with the development of society.”
Our mission
“To be a leading global operator in our infrastructure
businesses through:
_ continuous and selective growth, with a long-
term commitment;
_ excellence in service quality;
_ dialogue and compromise;
_ initiative in the search for solutions to provide
the required infrastructures.”
1_ strategy
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Our values
Client service
We focus on proposing, designing and providing
our clients with top quality services that offer
them added value compared to alternatives in
the market.
Proactiveness and responsibility
We make a personal commitment to achieve
our objectives through perseverance, energy and
illusion.
Efficiency
Each of our activities is focused on efficiently
achieving a specific tangible objective that has
a clear value to the organisation and its
shareholders.
Dialogue and collaboration
We believe in dialogue as the main method of
understanding the needs of our setting and
internal collaboration as the means of building
solutions that integrate all the knowledge and
specific experience of abertis.
Credibility
We transmit credibility to those around us
(shareholders, employees, clients, institutions,
etc.) meeting our commitments in a serious and
thorough manner. We work in a way that is open,
transparent and responsible, respecting ethical
principles and values.
Confidence in personnel
We trust the capacity of our personnel to meet
challenges and we encourage their professional
development based on their achievements and
potential.
Our strategy
In practice, all these concepts are reflected by:
_ the search for a balanced combination of investments that meet strict risk and yield
requirements, enabling the steady sustainable dividend yield policy for shareholders to
be maintained;
_ active involvement in management and use of all management knowledge, as well as a
long-term commitment to all the projects in which the company is involved;
_ the development of an organisational model centred on the quality of client service, the
generation of wealth and welfare in its vicinity and the surrounding area, and the integration
and promotion of employees within the organisation.
abertis group
3Activities of the
3_1 Highways
page 23
3_2 Telecommunication infrastructures
page 33
3_3 Airports
page 37
3_4 Car parks
page 41
3_5 Logistics services
page 45
1_ Activities of the abertis group
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abertis operates in five business areas: highways, telecommunication infrastructures, airports, car
parks and logistics services.
Corporate services
Highways
Telecoms
Airports
Car parks
Logistics
Catalonia-Aragon
Centre-North
East-South
Europe
South America
The abertis group has increased its presence in the world as shown in the following map:
Canada
USA
Puerto Rico
Costa Rica
Colombia
Bolivia
Chile
Argentina
Spain
Andorra
Portugal
Sweden
United Kingdom
France
Italy
Morocco
South Africa
21
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Share of operating income by sectors and geographical area:
2005
63%_ Highways
15%_ Telecoms
15%_ Airports
6%_ Car Parks
1%_ Logistics
2004
74%_ Highways
18%_ Telecoms
1%_ Airports
6%_ Car Parks
1%_ Logistics
2005
82%_ National
18%_ International
2004
95%_ National
5%_ International
Average workforce by sectors and geographical area:
2005
40%_ Highways
16%_ Telecoms
29%_ Airports
12%_ Car Parks
3%_ Corporation
0.2%_ Logistics
2004
56%_ Highways
23%_ Telecoms
1%_ Airports
16%_ Car Parks
4%_ Corporation
0.2%_ Logistics
2005
64%_ National
36%_ International
2004
90%_ National
10%_ International
The inclusion of TBI at the end of 2004 has
significantly increased the relative weight of the
contribution from the airport sector and in turn
it has increased the weight of international
business. The inclusion of Sanef operations (and
the resulting impact on the current contributions)
will not occur until the 2006 financial year.
000
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
3_1 highways
23
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The toll highway concessionaire business unit
continues to be the main activity of abertis,
although its relative weight in the consolidated
figures has decreased in recent years following
large investment in telecommunication
infrastructures and airports. This sector represents
63% of income and 81% of EBITDA, compared to
74% and 85% respectively in 2004.
abertis holds important concessions in Spain
and internationally. The current portfolio of
concessions provides an excellent combination
both geographically and in the level of maturity
of the projects (from established concessions to
projects under construction or in the initial phase
of their activity) which ensures a balanced
combination of future cash flows for shareholders.
In Spain, the highways business unit is
structured in three geographic areas, whose
parent companies have been the leading
operators historically in Spain: Catalonia-Aragon
Area through acesa, Centre-North Area through
iberpistas and East-South Area through aumar.
Internationally abertis has shareholdings in
highways in Europe and South America.
Spain
Europe
South America
Catalonia - Aragon
Centre - North
East - South
Direct or shared management
acesa
aucat
iberpistas
castellana
Avasa
Aulesa
Trados 45
aumar
HIT (*)
GCO
APR
Gesa
Other shareholdings
Túnel del Cadí
Autema
Accesos de Madrid
Henarsa
Ciralsa
Autostrade
Brisa
RMG
Coviandes
Ausol
Elqui
(*) At the end of the year, the French Government
awarded the HIT consortium, led by abertis,
75.65% of the capital of Société des Autoroutes
du Nord et de la France (Sanef). The acquisition
of the French concessionaire was completed in
February 2006, so consequently the figures of
Sanef have not been included in the consolidated
accounts at the end of the year.
25
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
3_1 highways_ spain
Spain
abertis directly manages more than 1,500 km
of highways in Spain, representing 58% of the
toll highways in the country.
Direct management
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)
Tramo II (M-45)
East-South Area
Tarragona-Alicante (AP-7)
Sevilla-Cádiz (AP-4)
Km
Concessionaire % holding
Concession end
acesa
100%
2021
aucat
100%
iberpistas
castellana
Aulesa
Avasa
Trados 45
100%
100%
79.2%
50.0%
50.0%
aumar
100%
2039
2031
2031
2055
2026
2029
2019
49
150
100
27
216
58
70
23
28
38
294
15
374
94
1,534
abertis also has a minority holding in a series
of concessions with a total of 293 km,
representing 11% of the toll highways in Spain.
Other shareholdings
Túnel del Cadí (C-16)
Madrid-Arganda del Rey (R-3)
Madrid-Navalcarnero (R-5)
Circunvalación Alicante
Sant Cugat-Manresa (C-16)
Madrid-Guadalajara (R-2)
Km
Concessionaire
% holding
Concession end
30
33
53
48
48
81
Túnel del Cadí
37.2%
Accesos de Madrid
31.2%
Ciralsa
Autema
Henarsa
25.0%
23.7%
22.5%
2023
2049
2040
2037
2024
3_1 highways_ spain
26
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Financial and business results
The Spanish highway concessions under direct
management represent 61% of the total
operating income of abertis increasing to 1,180
million euros, up 6% on the previous year. The
contribution to EBITDA is 953 million,
representing a 7% increase and 78% of total
consolidated EBITDA.
Direct management
Cons. Results*PGC (Mn€)
Concessionaire
ADT 2005
Var %
Operating
income
Var %
EBITDA
Var %
EBIT Var %
acesa
aumar
iberpistas
castellana
aucat
Aulesa
Avasa
40,639
24,648
30,776
5,526
30,120
3,944
13,542
2.7%
2.1%
1.6%
3.7%
4.1%
5.2%
0.3%
Trados 45
73,204
(1.0%)
* Spanish GAAP
556
338
109
8
88
4
132
23
3%
4%
7%
9%
11%
7%
3%
6%
427
287
83
4
74
2
107
22
3%
4%
4%
13%
12%
6%
3%
5%
335
234
70
1%
3%
3%
0
175%
54
(1)
86
15
16%
7%
5%
6%
In general the performance of the Group’s main
concessions has been very good, with traffic
increasing on almost all the highways.
Of note within “Other shareholdings” are the
Madrid Radial Highways (R3, R5 and R2) with
significant percentage increases, at more than
24%, as they are in the initial phase of activity.
Significant events
During 2005 work on increasing the number of
lanes on the AP-6 highway and the construction
of the third tunnel at Guadarrama by castellana
have continued, as have the works on the
Guadarrama road by iberpistas. These works
will increase the capacity of the AP-6 highway
and the access route from the centre of the
Peninsula to the north-east of Spain (Castilla
León, Asturias and Galicia).
During the year, as part of an operation in which
iberpistas increased its shareholding in Accesos
de Madrid (R3 and R5) to 31.2%, the company
sold its shareholdings of 25% in Concesiones de
Madrid and 18% in Autopista Central Gallega.
The toll highway concessionaires under State
title received compensation in 2005 for the rate
freeze in 2000, which totalled 10 million euros.
27
5
0
0
2
L
A
U
N
A
E
M
R
O
F
N
I
Aulesa
Avasa
acesa
aucat
Túnel del Cadí
Autema
Bilbao
León
Astorga
Adanero
Ávila
Navalcarnero
Zaragoza
La Jonquera
Segovia
Guadalajara
Madrid
Arganda del Rey
Palafolls
Barcelona
Tarragona
iberpistas
castellana
Trados 45
Accesos de Madrid
Henarsa
Seville
Cadiz
aumar
Valencia
Alicante
aumar
Ciralsa
direct or shared management
other shareholdings
resulting from the extra traffic associated with
the new lanes will be considered. If the income
obtained is insufficient the concessionaire will
be compensated by the Ministry at the end of
the concession period.
During this year the automatic toll payment
system Via T has consolidated its position, with
the tele-toll being successfully introduced for
heavy vehicles, and the number of transits by
light vehicles using this payment method
increased with respect to the previous year.
In 2006, the Ministry of Works and acesa have
reached an agreement to widen the AP-7. The
agreement, authorised by the Council of Ministers
in April 2006 will represent a substantial
improvement of the Mediterranean corridor. The
project involves widening to 3 lanes over a 123
kilometre stretch, from the Mediterranean toll
gate to Vila-seca Salou in Tarragona, and on the
Maçanet – La Jonquera stretch in Girona. It also
covers the widening to 4 lanes between Fornells
de la Selva and Medinyà (Girona ring-road) and
the replacement of 3 toll gates on the main
highway with toll gates on the on and off-ramps.
The agreement requires acesa to make an
investment of 500 million euros without any
increase in the toll rates or concession periods.
To recover the investment, the increased income
3_1 highways_ europe
28
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Europe
abertis has minority holdings in two of the
leading European highway operators.
To these, the French concessionaire Sanef will
be added in 2006, operating a network of
1,771 km.
Other shareholdings
Country
Italy
Portugal
Autostrade
Brisa
United Kingdom
RMG A 417/419 i A1(M)
Concessionaire
% holding
6.68%
10.00%
25.00%
Km
3,408
1,106
74
Concession end
2038
2032
2026
United Kingdom
RMG
Peterborough
Gloucester
Sawtry
Alconbury
Cirencester
Swindon
Portugal
Brisa
Lisbon
London
Calais
France
Sanef
Paris
Strasbourg
Genoa
Rome
Naples
other shareholdings
acquired in 2006
Italy
Autostrade
29
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
In December 2005 HIT, consortium led by
abertis, was awarded 75.7% of Sanef, “Société
des Autoroutes du Nord et de l’Est de la France”.
The acquisition was finalised at the beginning
of 2006 and a takeover offer was made for the
outstanding 24.3% of the shares. At 24 March
2006 the HIT consortium controlled 96% of
Sanef. In April 2006 the compulsary public
takeover offer has been completed, which will
give HIT 100% control of Sanef.
The acquisition of Sanef involves the
incorporation into the highway network managed
by abertis of 1,771 kilometres of toll highways
operating in the North of France, an area with
a very dynamic economy and a high population
density. Sanef manages four of the seven highway
access routes to the Ile de France (Paris region)
and also the traffic that connects Germany,
Belgium and Luxembourg with the North of
France and the United Kingdom.
Financial and business results
Given the percentage shareholding, the investments
in the United Kingdom and Italy (there is a
significant influence in its management even though
the holding is less than 20%) are consolidated by
equity accounting. The shareholding in Brisa has
been classified in accounting terms as an
investment.
Significant events
During the year, Schemaventotto (company that
groups together the core shareholders of
Autostrade) sold 2.05% of Autostrade reducing
its holding from 52.2% to 50.1%, with the final
indirect shareholding of abertis in the Italian
concessionaire being 6.7%. The share of the
capital gain generated in Schemaventotto on
the operation corresponding to abertis is
approximately 22 million euros.
The shareholders of Schemaventotto, including
abertis, have renewed for three years the
agreements existing between them, whereby
they agreed to keep their holdings in
Schemaventotto for three years, the governing
bodies are regulated and a higher quorum is
established for taking significant decisions.
3_1 highways_ south america
30
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
South America
abertis has holdings in a series of projects in
Argentina, Puerto Rico, Colombia and Chile:
Direct management
Country
Puerto Rico
Argentina
(*) 57.6% of voting rights
Other shareholdings
Country
Colombia
Argentina
Chile
Concessionaire
APR
GCO
% holding
75%
48.6% (*)
Concessionaire
% holding
Coviandes
Ausol
Elqui
39.0%
31.6%
25.0%
Km
2
56
Km
86
119
229
Concession end
2027
2018
Concession end
2020
2020
2022
Financial and business results
In general the performance of the international
activity has been very positive, with significant
increases in traffic and income.
The recovery of the Argentine economy is of
particular note, which commenced in 2003 and
has consolidated in the last couple of years,
leading to an 11% rise in trips of GCO with the
resulting increase in income.
Other shareholdings
Activity
GCO (million trips)
APR (ADT)
Cons. results IFRS (Mn€)
Operating income
EBITDA
EBIT
Km
56
2
2005
75
22,434
2005
30
18
12
Var%
11.1%
3.5%
Var%
13%
16%
15%
31
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
San Juan
Puerto Rico
APR
Teodoro Moscoso Bridge
Bogotá
Chile
Elqui
La Serena
Los Vilos
Ovalle
Santiago
Bogotá
Villavicencio
Colombia
Coviandes
San Fernando
San Isidro
Buenos Aires
Buenos Aires
Luján
Buenos Aires
Argentina
Ausol
GCO
other shareholdings
direct management
Significant events
In Argentina, the process of renegotiating the
concession contracts with the conceding
authorities has commenced, which allows an
optimistic outlook for the highway concessions
that abertis has in this country. In March 2006
the first stage of this negotiation process
concluded with the approval of a rate rise for
GCO and Ausol of more than 13%.
Growth strategy for highway sector
The growth strategy of abertis in this sector
involves the search for new business opportunities
in Europe, consolidating its position in Spain and
France and paying special attention to possible
tenders for new infrastructures and privatisations
in Eastern Europe.
In South America abertis seeks to strengthen
its position in some countries where it is already
present: Chile and Argentina.
3_2 telecommunication infrastructures
33
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
abertis telecom is the parent company of
the telecommunication infrastructures
business, leader in Spain in this sector of
activity.
In addition to holding the shareholdings of abertis
in this sector, it also carries out technical assistance
and operates fibre optic cabling.
Company
abertis telecom
tradia
retevisión
Alella
Torre de Collserola
% holding
No. sites
100.0%
100.0%
100.0%
100.0%
41.8%
-
693
2,524
-
-
The subsidiary companies of abertis telecom
have an extensive distribution and transportation
network, offering the following services:
• Mobile radio communications for public
security and emergency networks
• Telecommunication services for telephone
• Analogue and digital transmission for television
operators
and radio
• Transporting signals
• Transmission of special events
• Operation and maintenance of networks
abertis telecom has a nationwide analogue and
digital network, which includes landmark sites
such as Torrespaña in Madrid and Torre de
Collserola in Barcelona.
3_2 telecommunication infrastructures
34
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Financial and business results
The telecommunications infrastructure business
is the second sector by income, at 282 million
euros (15% of the abertis total) and EBIT, 99
million euros (8%). Both figures have increased
with respect to the previous year, thanks to the
positive performance of the activity which saw
both tradia and retevisión record a positive
EBITDA and net profit.
No. of sites
Cons. result IFRS (Mn€)
Operating income
EBITDA
EBIT
2005
3,217
2005
282
99
24
Var %
0.4%
Var %
3%
7%
27%
Significant events
abertis telecom is the leading operator in Spain
in the development of Digital Terrestrial Television
(DTT) participating actively in this project from
the outset. In November 2005 digital
broadcasting commenced, with current national
coverage exceeding 80%. The company forms
part of the new Association for the
Implementation and Development of DTT in
Spain, which has been set up to promote DTT
and develop its transition process, in direct
collaboration with the administrations. In addition
during 2005 planning and implementation of
Local DTT has continued.
During the year, abertis telecom was successful
in tendering for various contracts for the
transmission of TV and radio signals in Aragon,
Asturias and Extremadura. In addition it was
selected to supply, install and operate the security
and emergency networks in Murcia and Jerez.
abertis telecom, with a majority shareholding,
Mediasat and Globecast reached an agreement
to integrate their respective transmission services
and mobile television links in Spain in a new
company, Alella (currently called Overon). At 31
December 2005 Alella was 100% owned by
abertis telecom.
abertis telecom, together with Nokia, Telefónica
Móviles and Vodafone, has been involved in a
pilot test for receiving television on mobile
phones, based on DVB-H technology.
35
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Growth strategy
The growth strategy of abertis in this sector is
based on expanding DTT coverage, which is
currently at 80%, as well as obtaining new
audiovisual, regional and local DTT clients, and
the provision of new Digital TV services, such as
TV on mobile phones. There is also great potential
for growth in private communication networks.
This will be done without ignoring the possibility
of making the first moves towards
internationalisation, once the business has
consolidated in Spain.
3_3 airports
37
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
abertis operates under ownership or concession
eight international airports in Europe, US and
South America through the British group TBI,
including London Luton, one of the main airports
in London. It also fully or partially manages 5
airports on behalf of governments or local
authorities. Through Codad, it operates two
runways under concession at the Eldorado airport,
in Bogotá.
Airport
London Luton
Belfast International
Cardiff International
Stockholm Skavsta
Orlando Sanford
El Alto (La Paz)
Viru Viru (Santa Cruz)
Jorge Wilstermann (Cochabamba)
Eldorado
Atlanta
Burbank
Toronto
San José
Miami International
Country
U. Kingdom
U. Kingdom
U. Kingdom
Sweden
Florida (U.S.)
Bolivia
Bolivia
Bolivia
Colombia
Atlanta (U.S.)
Los Angeles (U.S.)
Canada
Costa Rica
Miami (U.S.)
Control
Concession
Owned
Owned
Owned
Concession
Concession
Concession
Concession
Concession
Mgmt. Contract
Mgmt. Contract
Mgmt. Contract
Mgmt. Contract
Mgmt. Contract
Financial and business results
With the acquisition of TBI, the weight of the airport
sector has increased significantly compared to
2004, rising from 1% of abertis income in 2004
to 15% in 2005. Income totalled 282 million euros,
a figure that is not comparable with 2004, as the
previous year did not include TBI as the acquisition
was concluded in 2005.
Activity
No. passengers (thous) TBI
No. flights CODAD
Cons. Result IFRS (Mn€)
Operating income
EBITDA
EBIT
2005
21,368
98,655
2005
282
98
33
Var %
11.1%
2.1%
Var %
n.a
n.a
n.a
Overall the activity in this sector has performed
well with increases in both the number of
passengers (in the case of TBI up by 11% to 21
million) and the number of flights (up by 2.1%
for Codad). Codad operates under a guaranteed
minimum income agreement and the real income
for this year represented 92% of the level
guaranteed.
Sweden
Belfast International
United Kingdom
Cardiff International
London Luton
Canada
U.S.
Burbank
Atlanta
Costa Rica
Colombia
Bolivia
Toronto
Orlando Sanford
Miami
San José
Eldorado
El Alto (La Paz)
Jorge Wilstermann
(Cochabamba)
Viru Viru (Santa Cruz)
3_3 airports
Stockholm Skavsta
39
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Significant events
In December 2004 ACDL, held by abertis (90%)
and Aena Internacional (10%), presented a
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 takeover offer, gaining 100%
control of TBI.
The British Government, in its White Paper on
“The future of air transport in the United Kingdom”,
has estimated significant increases in traffic over
the next 25 years. As a consequence the airports
of Luton, Belfast and Cardiff presented the Master
Plan 2030, which outlines the needs to expand
these airports up to 2030. In the case of Luton,
the Plan includes the construction of a new
runway for landing, a new terminal and a control
tower, amongst other installations.
During the year a new Terminal has been
constructed at Luton airport to offer a better
service to clients and provide the airport with
the necessary installations to absorb the
increase in passengers forecast in the medium
term. This new terminal consists of new
commercial area and food outlets, as well as a
new arrivals area.
Growth strategy
The growth strategy of abertis in this sector is
based firstly on making operative improvements
in the current units, in line with the growth
forecasts for the airport sector.
In addition abertis pays special attention to the
possibility of acquiring private airports, as well
as the processes of privatisation both in Spain
and Eastern Europe.
concession or owned
management contract
3_4 car parks
41
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Saba Aparcamientos S.A. (saba) is the parent
company of the business unit in the car park
sector and one of the leading operators in Spain
and in Europe.
saba manages 83,532 spaces, up 6 % on 2004,
located in a total of 154 operating units found
in more 60 cities in Spain, Italy, Portugal, Chile,
Morocco and Andorra.
Country
Spain
Portugal
Italy
Chile
Andorra
Morocco
% holding
99.3% (*)
100%
100%
100%
90%
51%
No. of spaces
No. cities present
45,391
16,251
14,398
3,804
295
3,393
83,532
42
6
13
3
1
1
66
(*) abertis holds 99.3% of saba, which holds the shares in the other companies
Financial and business performance
The car park sector represents 6% of the operating
income of abertis and totalled 111 million euros,
13% more than the previous year. The contribution
to consolidated EBITDA was 42 million euros,
representing 3% of the abertis total, with an
increase of 12% on the previous year.
Activity
No. car parks
No. spaces
Vehicle rotation (million)
No. pass holders
Cons. results IFRS (Mn€)
Operating income
EBITDA
EBIT
2005
154
83,532
47.2
26,785
2005
111
42
26
Var %
6.2%
5.7%
2.6%
14.5%
Var %
13%
12%
13%
During this year the vehicle rotation through
the car parks managed by saba totalled 47.2
million, up 2.6% on the previous year. This
increase is mainly due to the growth in the
international market, in Chile and Italy.
increase is due both to the contribution of the
new Chilean and Italian centres, as well as
the policy implemented by saba to capture
pass holders in those centres that have more
moderate growth rates in hourly rotation.
The number of pass holders increased by 14.5%
in 2005 to a total of 26,785. This significant
Spain
Portugal
Madrid
Barcelona
Rome
Andorra
Lisbon
Seville
Rabat
Morocco
Italy
Santiago
Concepción
Chile
3_4 car parks
43
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Significant events
In Spain, the City Councils in Sabadell and Terrassa
have approved a change in the rate system for
the car parks managed under concession in those
cities, where billing is calculated by 5 and 15
minute intervals respectively. In compensation,
the concession period for some car parks has been
extended.
acquired ownership of a parking building in
Mestre (continental area of Venice) with a total
of 1,350 spaces. It was also awarded a further
1,690 spaces in this country and opened a new
car park with 293 spaces in the city of Vignola
(Modena).
In Portugal, Spel (100% owned by saba) opened
two new car parks in Leiria and Portimao (Algarve
region) with 309 and 335 spaces respectively.
During the year saba was awarded 1,031 new
spaces in the provinces of Barcelona and Girona.
Growth strategy
The growth strategy of abertis in Spain for the
car park sector is based on tendering for new car
parks and on the search for acquisitions or
agreements with other companies.
Internationally, it involves consolidating the
Company’s presence in Chile and Italy, as these
are countries with greater potential than Spain.
Additionally special attention will be given to
the French market, a natural market for growth
in the car park sector.
Internationally, saba has taken a new step in its
growth strategy in Chile with the acquisition
from the French company Vinci of Saba Park
Chile and Saba Park Servicios. This operation
involved the incorporation of 1,340 new spaces
under concession, in four car parks, together with
another two car parks under management with
a further 1,458 spaces. Of the six car parks, five
are located in Santiago de Chile and one in the
city of Valparaiso. With this operation, saba has
5,262 parking spaces in Chile, distributed in 12
centres, which makes it the clear leader in this
country.
In Europe the Group has consolidated its presence
in Italy with the acquisition from Autostrade of
40% of Saba Italia, gaining 100% control over
its Italian subsidiary. During the year Saba Italia
3_5 logistic services
45
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abertis logística is the subsidiary of abertis
that holds its investments in the promotion and
development of logistics spaces, equipment areas
and services for logistics operators.
This business unit is made up of a combination
of projects at various stages of maturity located
in the area of Barcelona, Alava and Seville.
The activities in which it has invested are
situated in strategic locations for the
transportation of goods, being close to land
(highways and railways), sea and air
infrastructure networks.
Company
City
% holding
abertis logística / CIM Vallès
Barcelona
100.0%
Sevisur
Seville
Parc Logístic Zona Franca
Barcelona
Arasur
Cilsa
Alava
Barcelona
60.0%
50.0%
42.6%
32.0%
Total
area of site (m2)
70,000
250,000
408,897
Current status
Operational
Under construction
Operational / Under construction
1,900,000 Operational (*) / Under construction
2,270,000
Operational / Under construction
(*) Opened in January 2006
Financial and business results
The logistics services business unit contributes
operating income of 18 million euros and EBITDA
of 6 million euros to the consolidated accounts
of abertis, representing 1% and 0.5% of the
Group total.
The positive evolution of the activity in all the
businesses as well as the start of operations in
Sevisur has resulted in an 8% increase in income
and a 7% increase in EBITDA compared to 2004.
Cons. result IFRS (Mn€)
Operating income
EBITDA
EBIT
2005
18
6
3
Var %
8%
7%
6%
Alava
Barcelona
Seville
3_5 logistic services
47
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Significant events
Growth strategy
The growth strategy of abertis in this sector is
based on consolidating the full operation of the
platforms that are under construction or just
beginning to operate, as well as seeking new
business opportunities on the main axis in Spain,
without ignoring possible internationalisation.
Of special note during 2005 was the significant
investment made by abertis in this sector of
activity and the start of operations for some
businesses.
During the year the Zona Franca Logistics Park
commenced a process of expansion with the
construction of two new warehouses (21,369
m2), a building (11,171 m2) and an underground
car park (8,330 m2).
In the case of CILSA, now that the promotion of
the logistics area ZAL Barcelona has been
completed and is fully occupied, work has
continued on the development of ZAL Prat.
Sevisur has completed the first phase of
expansion of the Logistics Activities Zone (ZAL)
in Seville and is in the midst of its
commercialisation, with an average occupation
of 32% and forecast occupation at the end of
the first quarter of 2006 of 94%. During 2006
construction will accelerate to bring new areas
for leasing to the market.
Arasur has completed the construction of the
first four warehouses (opened in January 2006)
and started their commercialisation.
information
4Financial
4_1 Business performance
Consolidated figures
page 50
Parent company figures
page 58
4_2 Shareholders and the stock market
page 60
4_1 business performance_ consolidated figures
50
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Consolidated figures
Profit and Loss Account
The results of abertis for 2005 are prepared
under IFRS (International Financial Reporting
Standards) accounting criteria for the first time.
For comparative purposes, the 2004 results under
IFRS are also provided.
(million euros)
Operating income
Operating expenses
EBITDA
Amortisation and depreciation
Impairment of assets
Operating profit
Financial result
Companies under equity accounting
Profit before tax
Corporate income tax
Profit for the year
Minority interest
Profit due to shareholders
Consolidated
2005
1,906
(702)
2004
1,549
(499)
1,204
1,050
(371)
0
833
(159)
65
739
(224)
515
(4)
511
(302)
(8)
740
(147)
93
686
(194)
492
(3)
489
VAR
23%
41%
15%
13%
8%
5%
4.6%
Result
For the first time the profit of abertis has
exceeded 500 million euros in 2005, at 511
million, with a 4.6% increase on the previous
year.
In making comparisons with 2004, the impact
of the following non-recurring items recorded
in 2004 and 2005 should be taken into
consideration:
_ The 2004 profit included a capital gain of 70
million euros generated by Schemaventotto on
the sale of 10% of Autostrade and on the sale
made by Autostrade of a 5% holding that it had
in abertis.
_ The 2005 profit includes a capital gain of 22
million on the sale by Schemaventotto of 2.05%
in Autostrade.
_ In 2005 a net amount of 10 million euros is
recorded as compensation for the rate freeze
in 2000 on toll highway concessions of the
Spanish State.
_ During 2005 capital gains of 10 million net
were recorded on the sale of shareholdings in
Concesiones de Madrid and Autopista Central
Gallega.
51
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If we exclude the impact of the extraordinary
or non-recurring items, the consolidated profit
for the year due to shareholders has increased
by 12.1% on a comparative basis.
Profit and loss account (Mn€)
Operating income
EBITDA
EBIT
Profit due to shareholders
Capital gain S28/ Autostrade
Compensation 2000 rates
Capital gain sale Concema / Central gallega
Comparable profit
2005
1,906
1,204
833
511
-22
-10
-10
469
2004
1,549
1,050
740
489
-70
Var %
23%
15%
13%
4.6%
419
12.1%
The main items in the profit and loss account
show significant growth due to the expansion
of the Group’s activities and the positive
performance in all lines of business.
+23%
6
0
9
1
.
9
4
5
1
.
2004
2005
+15%
4
0
2
1
.
0
5
0
1
.
+13%
3
3
0 8
4
7
+4.6%
1
1
9 5
8
4
+12.1%
9
6
4
9
1
4
Operating
income
EBITDA
EBIT
Profit due to
shareholders
Comparable
profit
2,000
1,500
1,000
500
0
4_1 business performance_ consolidated figures
52
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2
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N
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A
Income
Operating income rose to 1,906 million euros
(23% increase compared to 2004), propelled by
the positive performance of all the Group’s
activities and reflecting the incorporation of TBI
in the consolidation scope from January 2005
(contribution of 258 million euros), as well as
the non-recurring income due to capital gains
made on the sale of holdings in Concesiones de
Madrid and Autopista Central Gallega and the
extraordinary receipt of compensation for the
rate freeze in 2000 on the Spanish State
concessions. Excluding these items, recurring
income rose by 5%.
The inclusion of TBI has altered the relative
weight of the different business units in terms
of income and has implied an increase in the
income generated outside of Spain.
2005
63%_ Highways
15%_ Telecoms
15%_ Airports
6%_ Car Parks
1%_ Logistics
2004
74%_ Highways
18%_ Telecoms
1%_ Airports
6%_ Car Parks
1%_ Logistics
2005
82%_ National
18%_ International
2004
95%_ National
5%_ International
Gross operating income (EBITDA)
Operating expenses are concentrated in
personnel expenses and the maintenance of
infrastructures. The 41% increase in total
expenses is basically due to the incorporation
of TBI, which has seen the average workforce
increase from 5,668 employees in 2004 to
7,831 employees. Excluding the impact of TBI,
expenses rose by 5%. This change was achieved
through containing expenses in the main
companies of the Group and particularly in
the telecommunications business.
EBITDA rose to 1,204 million euros, an increase
of 15% on 2004.
53
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A
U
N
N
A
2005
81%_ Highways
8%_ Telecoms
8%_ Airports
3%_ Car Parks
0%_ Logistics
2004
85%_ Highways
9%_ Telecoms
2%_ Airports
3%_ Car Parks
1%_ Logistics
2005
89%_ National
11%_ International
2004
94%_ National
6%_ International
Amortisation and impairment of assets
Companies under equity accounting
The allocations to amortisation increased by 23%.
Excluding the impact of the incorporation of TBI,
the increase was 3%.
Goodwill, under IFRS, is not amortised systematically,
but is reduced on the basis of impairment testing
of assets. On subjecting the existing goodwill in the
abertis group to these tests no adjustments were
required to be made.
Financial result
The negative financial result has increased
due to the acquisition of TBI, which increased
the financial load because of the financing
associated with the acquisition and the
existing debt held by TBI. Excluding the
impact of TBI, there was a significant
improvement in the financial result due to
the negative impact of non-recurring items
in 2004 related to the restructuring of hedges
and the decline of the average debt.
The contribution from companies consolidated
by equity accounting reflects a positive impact
of 22 million euros due to the sale of 2.05% of
Autostrade made in February 2005 by
Schemaventotto (in which abertis holds 13.3%).
The same account entry in 2004 included a gain
of 70 million euros for capital gains generated on
the sale of 10% of Autostrade by Schemaventotto
and the sale by Autostrade of the 5% interest
that it held in abertis.
Cash flow
During 2005 abertis has generated net cash
flow (before investments and dividends) of 822
million euros, up 16% on 2004, thanks to the
incorporation of TBI and the positive impacts of
the increase in activity and the other items
commented above.
2005
2004
Var %
Net cash flow (Mn€)
822
706
16%
4_1 business performance_ consolidated figures
54
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U
N
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A
Balance sheet
(million euros)
ASSETS
Non-current assets
Fixed assets
Goodwill and other intangibles
Investments in associated companies
Other non-current assets
Consolidated
2004
2005
LIABILITIES
Consolidated
2004
2005
7,969
4,597
1,790
660
922
6,650
4,074
892
832
852
Equity
Capital and premium
Reserves
Profit
Minority interest
Non-current liabilities
Debt
Other long-term liabilities
3,036
1,572
877
511
76
3,836
3,227
609
1,575
1,029
546
2,904
1,654
719
489
42
3,110
2,801
309
1,081
689
392
Current assets
478
445
Current liabilities
Debt
Other current liabilities
Total assets
8,447
7,095
Total liabilities
8,447
7,095
ASSETS
6%_ Current assets
94%_Non-current assets
14%_ Other liabilities
LIABILITIES
36%_ Equity
50%_ Loans and bonds
The balance sheet reflects the impact of
including the newly acquired companies and
the expansion of existing businesses.
Total assets rose to 8,447 million euros, an
increase of 19% with respect to December 2004.
There has been an increase in both the fixed
assets, due to the assets of the TBI airports, and
the intangibles, related to concessions and licenses
and the increased goodwill following the
acquisition of TBI. Investment in associated
companies has declined following the change in
the consolidation scope where the TBI group is
now fully consolidated and in December 2004
the 29% shareholding that had just been acquired
was consolidated by equity accounting.
55
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O
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U
N
N
A
Equity has increased to 3,036 million euros, 5%
more than in 2004. This equity includes the negative
impact of 164 million euros, being a charge made
against treasury stock acquired by abertis in
December. The increase in debt amongst the
liabilities is of note following the acquisition of the
outstanding 71% of TBI and the inclusion of the
existing debt of TBI on becoming fully consolidated.
Investments
Investments of the Group in 2005 totalled
941 million euros, of which 770 million, or
82%, related to growth projects and the
balance of 172 million euros was in operational
investments.
Investments (Mn€)
Operational
Highways
Car Parks
Logistics
Telecommunication infrastructures
Airports
Total
%
50%
3%
6%
24%
17%
Growth
%
124
16%
65
18
1
8%
2%
0%
562
73%
86
5
10
41
30
172
100%
770
100%
The most significant operational investments
were made in highways, telecommunication
infrastructures and the airports sectors. In the
highways sector operational investments of note
were made on safety, improvements and
m a i n t e n a n c e o f t h e n e t w o r k s .
I n
telecommunications the operational investments
corresponded to improvements and developments
of the network whilst in airports they mainly
related to repaving runways and improvements
in runways and installations.
The most significant investment in growth was in
the airport sector, with the funds provided by
abertis in 2005 to the company ACDL (90% held
by abertis), which acquired 100% of the British
airport operator TBI. The total investment made
up ACDL in the acquisition of TBI was 788 million
euros, 709 million corresponding to abertis of
which 204 million were outlaid in December 2004
to purchase a 29% holding and 505 million euros
was invested in 2005 to acquire the outstanding
71%. In turn, TBI has invested 56 million in the
construction of the new Terminal of the London
Luton airport.
In the highways sector, 124 million euros were
invested on growth, highlighting the investments
made by castellana, of more than 90 million euros
on construction work for the third Guadarrama
tunnel and the widening of lanes on the AP-6, and
by iberpistas, with 10 million on the construction
of the Guadarrama access highway.
4_1 business performance_ consolidated figures
56
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In the car parks sector investment in growth
totalled 65 million euros. Of note is the 30
million euros in the acquisition of a car park in
Mestre (Venice), 11 million in the acquisition of
40% of Saba Italia, 11 million in the acquisition
of various car parks in Italy and Portugal and 4
million for the acquisition of two companies in
Chile that manage seven car parks.
Financial management
abertis displayed balanced growth in 2005
between its business and financial figures, with
group debt totalling 4,256 million euros, compared
to 3,490 million in 2004. The 22% increase in debt
is in line with the 23% increase in income shown
by the activity.
The acquisition of 90% of TBI during the year has
been the main investment made in 2005. This is
reflected in the 745 million euro increase in net
debt.
This balanced financial structure enables the
selective policy of investments in growth of
abertis, investments in the improvement of
infrastructures managed and the shareholder
return policy to be undertaken with guarantees.
Net debt
Net debt/EBITDA
Debt / Equity
Interest cover (Free Cash Flow+ Int) / Int
2005
4,211
3.5
1.4
6.2
2004
3,466
3.4
1.2
5.6
Financial structure / Financing policy
The financial structure of the Group has been
consolidated during 2005.
abertis continues to enjoy the support of capital
markets and this has enabled the Company to
continue increasing the percentage of financing
raised on the market (58%). During 2005
financing through bonds has increased from
46% to 51% and the issuing of commercial
notes was begun, representing 7% of debt at
the end of 2005.
Financing instruments 2005
Financing instruments 2004
51%_ Bonds
9%_ Syndicated loans
19%_ Long-term loans
14%_ Short-term loans
7%_ Commercial notes
46%_ Bonds
8%_ Short-term loans
23%_ Long-term loans
23%_ Syndicated loan
57
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R
O
P
E
R
L
A
U
N
N
A
In line with the policy on treasury management
and hedging risks, the financing of the acquisition
of TBI has been predominantly covered by making
two bond placements of 15 and 20 years for an
amount of 700 million euros.
The terms of these debt issues have
increased the average maturity of outstanding
debt to 7 years.
Maturity of debt
Proportion fixed / floating
Average maturity
of debt: 7 years
37%_ Over 10 years
23%_ 5 to 10 years
24%_ Less than 1 year
11%_ 3 to 5 years
5%_ 1 to 3 years
49%_ Floating
51%_ Fixed
Hedging of financial risks
Credit Rating
The activities of abertis are subjected to various
financial risks: exchange rate risk, credit risk, liquidity
risk and interest rate risk on cash flow. The
management program for the Group’s overall risk
considers the uncertainty of the financial markets
and aims to minimise the potential adverse affects
on the financial return of the Group, using derivatives
to hedge both the exchange rate and interest rate
risks.
abertis has a credit rating awarded by the agencies
Standard & Poor’s and Fitch Ratings:
_ abertis has an AA- rating (Investment grade-
high credit quality) for long term debt ratified in
December 2005, awarded by the international
credit rating agency Standard & Poor’s.
_ abertis has an “A+” rating (Investment grade-
high credit quality), for long term debt, ratified
in December 2005, and “F1” rating (highest credit
quality), for short term debt, awarded and ratified
on the same dates by the international credit
rating agency Fitch Ratings.
4_1 business performance_ parent company figures
58
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O
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N
A
Parent company figures
Profit and Loss Account
2005 and 2004 figures under PGC
(million euros)
Operating income
Operating expenses
EBITDA - Result
Amortisation and depreciation
Operating profit
Financial result
Result ordinary activities
Extraordinary result
Corporation income tax
Profit for the year
The main entries correspond basically to the
financial result which reflects the dividends received
from the subsidiary companies of the Group and
the financial expenses and income arising from the
activity of financing.
The negative operating result corresponds to
the expenses derived from the structure of the
Corporation that are partially allocated to
subsidiary companies.
The charges for amortisation and depreciation
include the amortisation of the goodwill as the
main item generated as an intangible asset in the
merger of abertis and iberpistas in 2004.
The financial result totalled 391 million euros,
of which the positive amount of 438 million
corresponds to financial income in the form
of dividend payments from subsidiary
2005
2004
18
(29)
(11)
(19)
(30)
391
361
(7)
34
388
15
(29)
(14)
(20)
(34)
417
383
(42)
20
361
Var
21%
1%
-21%
-12%
-6%
7%
companies and a negative amount of 47
million corresponding to the net expense of
the financial load arising from the expansion
of the Group and financing raised and ceded
as part of the process of centralising the Group
debt in abertis who is responsible for covering
the funding requirements of the subsidiary
companies.
The negative extraordinary result for 2004
corresponds to non-recurring adjustments in the
valuation of the investment portfolio.
Net profit rose by more than 7% to a total of
388 million euros.
59
5
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0
2
T
R
O
P
E
R
L
A
U
N
N
A
Balance sheet
2005 and 2004 figures under PGC
ASSETS
(million euros)
Net fixed assets
Intangible assets
Fixed assets
Investments
Treasury stock
Deferred expenses
Parent
2005
2004
LIABILITIES
(million euros)
6,298
5,584
Equity
331
14
349
14
Share capital
Share premium
5,906
5,221
Reserves
47
8
0
7
Profit
Interim dividend
Deferred income
Current assets
543
415
Long-term creditors
Short-term creditors
Provisions for liabilities and expenses
Parent
2005
2004
3,175
1,737
580
615
388
3,187
1,654
580
718
361
(145)
(126)
4
37
2,545
1,088
0
41
2,158
620
Total assets
6,849
6,006
Total liabilities
6,849
6,006
The balance sheet is mainly comprised of the
investment portfolio, which represents 86% of
the total, and the financing required for the
acquisition of these shareholdings through equity
(46%) and debt (51%). It also includes the
financing raised and ceded to subsidiary
companies as a consequence of centralising the
Group’s debt in abertis which is responsible for
covering the funding requirements of the
subsidiary companies.
During 2005 bonds for a total amount of 700
million euros have been placed with institutional
investors and long-term financing operations
have been negotiated to cover the new funding
requirements of the Group.
4_2 shareholders and the stock market
60
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Stock market performance
For the third consecutive year, the Spanish stock
exchange has risen, with the IBEX gaining 18.2%,
being up 77.8% over the three year period.
The good performance of the stock market is
even more remarkable if the complex
circumstances surrounding the markets are
considered with expectations of inflation driven
by the rise in oil prices and a tightening of
monetary policy in the USA and Europe.
Imbalances between supply and demand
together with an increasing speculative
movement drove the price of crude to historical
maximums in September, with an annual increase
of around 40%.
This situation has brought risk of inflationary
pressure, which has obliged central banks to
respond with rate rises. The Federal Reserve
raised interest rates eight times, increasing rates
in the USA from 2.25% to 4.25%, during the
last year in which Alan Greenspan headed
the Federal Reserve. The ECB raised interest
rates in December, for the first time in five
years, by 25 basis points to 2.25%.
Not only did oil hit record highs, but the euro
also rose to 1.36 dollars in January and an ounce
of gold reached its highest price in 25 years.
In this situation, other factors of note were the
weak economic growth in Europe, the natural
disasters in the Gulf of Mexico and the
reappearance of international terrorism in
London.
Nevertheless, the stock market has risen above
these circumstances, doing so especially thanks
to the excellent results and strength of company
balance sheets, also stimulated by numerous
corporate operations.
The rise in equities in 2005 was supported by a
high trading volume, which increased by 33%
on the previous year, marking a record for the
Spanish market. This is due to high liquidity in
the market in spite of the rise in interest rates
as in many countries the real interest rates,
calculated by subtracting inflation, are still close
to zero.
At the European level, the overall situation
for the main European exchanges is very
satisfactory. The Spanish market, however,
has performed slightly below the Dutch, French
or German market, which recorded more bullish
performances due to their sector composition.
The USA concluded the year with a flat
performance, following a year of steep rate rises.
2005 was the year that Japan saw the end of a
terrible economic recession for the first time in
12 years.
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O
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N
N
A
abertis shares
The abertis share continued its excellent rhythm
during the year, with a 37.8% rise over the last
twelve months, once again outperforming the
IBEX 35.
Until mid April the share price fluctuated in a
narrow range. From this moment on, the market
commenced a recovery prompted by the decline
in oil prices, company results, the delay of interest
rate hikes in Europe and the moderation of the
outlook for inflation, with the market peaking in
October. This recovery was also enjoyed by the
abertis share in parallel with the market, and
supported by speculation about the privatisation
of the French highways.
In five months, from May to October, the market
rose more than 22% and the abertis share
climbed 42%.
In the last quarter there was a slight correction,
falling back to September levels, following the
presentation of a firm offer to acquire Sanef
and confirmation that the consortium led by
abertis ended up being selected by the French
government to acquire 75.7% of the capital
of the concessionaire company Société des
Autoroutes du Nord et de l’Est de la France
(Sanef).
In 2005, abertis recorded the best performance in
terms of return (+41%), based on the market
revaluation and the dividend yield, when
compared with the return obtained by the ten
leading companies of the IBEX in terms of market
capitalisation.
The performance of the abertis share continues
to be the most positive amongst the main
European highway companies that it is usually
compared with, except for Sanef. This company,
which the consortium led by abertis won the
right to acquire in December, had a revaluation
of 42.6% in 2005.
Ordinary Class A
abertis shares - 2005
Close (euros)
5,353
6,754
25
24
23
22
21
20
19
18
17
16
15
Volume
Unadjusted price
Price adjusted
for capital issue
Volume
(thousand shares)
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
January
February March
April
May
June
July
August
September October November December
Note regarding the adjustment of the
share price for bonus share issues:
The allocation of new bonus shares does
not change the Company’s equity, even
though the number of shares increases.
All shareholders that have invested prior
to the share issue receive bonus shares
without making any payment, so the
investment of their portfolio does not
change, although they hold more shares.
Consequently, the historical prices prior to
the share increase have to be adjusted to
compare pre-issue and post-issue prices.
4_2 shareholders and the stock market
63
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
26,00
24,00
22,00
20,00
18,00
16,00
14,00
12,00
10,00
8,00
6,00
The rise of 37.8% is added to the increases
recorded in the previous four years, with a
cumulative increase of 191% in the last five
years.
Last June marked the second anniversary of the
merger between Acesa Infraestructuras and
Aurea Concesiones de Infraestructuras which
led to the birth of abertis. Since this merger
shares have risen by 99% taking into account
the adjustments for capital issues.
abertis is one of the three companies out of the
35 companies in the IBEX index that have shown
an annual increase over these five years.
Accumulated increase: +191%
Sanef
TBI
iberpistas
Start of abertis
(merger Acesa+Aurea)
retevisión
2001
+26%
2002
+1%
2003
+17%
2004
+42%
2005
+38%
Market capitalisation abertis
Evolution abertis share
Evolution IBEX 35
(1) Cumulative Annual Growth to close of 2005
This increase in the share price saw the market
capitalisation of abertis at the close of the year
reach 12,331 million euros, of which 11,523 million
correspond to class “A” shares and 808 million to
class “B” shares.
With respect to the market evolution of the
preferential B class shares, they have had low
liquidity and limited trading since they were first
listed for trading on 29 July 2002. This is explained
by the fact that their right to a preferential
multiplied by 5
+24% per year accumulated (1)
+3% per year accumulated (1)
dividend is based on how long the shares have
been held and the price of the ordinary class A
shares, making it less attractive to trade them.
Due to this limited trading the 37,036,366 class
B shares have since January 2004 been traded
using the price fixing model, where a price is set
at two daily auctions.
4_2 shareholders and the stock market
64
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
320
280
240
200
160
120
80
40
0
Comparison of the evolution of abertis and the main indices
5 year evolution (2001-2005)
(Base 31/12/00 = 100)
2000
abertis A
Adjusted close: € 7.29
Change in last 5 years:
abertis A: +191%
abertis B: +94%
IBEX 35: +18%
Eurotop 300: -17%
2005
abertis A
Close: € 21.26
abertis A (*)
abertis B (*)
IBEX 35
Eurofirst 300
(*) Adjusted for
share issues
2001
2002
2003
2004
2005
All the Company’s shares are listed on the stock
exchanges of Barcelona, Bilbao, Madrid and
Valencia, being traded on the Spanish
interconnected electronic market. The ordinary
class A share has formed part of the selective
IBEX 35 index continuously since 1992. The
shares are also included in other important
international indices such as the Standard &
Poor’s Europe 350 and the FTSE Eurofirst 300.
In 2005 abertis maintained its position in the
selective Dow Jones Sustainability World index
for the second year running. This index groups
together 10% of the companies in the world
with the best sustainability criteria, representing
20% of the market capitalisation of its sector.
In this way, abertis has consolidated its
presence in the international sustainability
indices.
abertis has obtained an above average score in
the three dimensions analysed by the Dow Jones
Sustainability World index: financial, social and
environmental management.
In the financial area, the highest score that
abertis received in this world index was for
investor relations.
65
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Shareholder return
Dividend
Evolution of share capital - Increases
At the end of 2005 the share capital of abertis
rose to 1,737 million euros, with 579,055,443
shares entered into the share register, of a
nominal value of 3 euros each, being fully
subscribed and paid up. Of these, 542,019,077
shares are ordinary class A shares and
37,036,366 are class B preference shares.
In the course of the 2005 the usual bonus share
issue was made.
The Shareholders’ General Meeting held on 12
April agreed to increase capital with a charge
against reserves by an amount of 82.7 million
euros, through the issue of 27,574,068 class A
ordinary shares. The shares were issued to all
holders of class A and class B shares, with one
new share for every 20 shares held. Between 4
and 18 July 54.2 million rights were traded,
with a high price of 1.08 euros and a low of
1.00 euros. The theoretical value of the rights
was 1.03 euros.
The new shares were listed on 5 August, having
the same voting and dividend rights as the
other shares of its class, with holders having
dividend rights from 1 January 2005.
From 1993, abertis has based its shareholder
yield policy on the payment of a steady annual
dividend, in two payments, which increases
through the annual bonus share issue.
abertis paid a final dividend for 2004 of 0.25
euros per share in April, and an interim dividend
for 2005 of a gross amount of 0.25 euros per
share was paid in October.
The Board of Directors of abertis has agreed
to propose to the 2006 Shareholders’ General
Meeting a final dividend for 2005 of 0.25 euros
gross per share, as well as the 1x20 bonus share
issue.
This amount, together with the interim dividend
paid in October, represents a total dividend per
share of 0.50 euros gross charged against
earnings for 2005, an increase of 4.4% on 2004.
The total dividend payout has increased by
9.6%, given the greater number of shares
following the bonus share issue. The total
allocated to dividend payments in 2005 by
abertis is 289.5 million euros.
2004
€ 0.479
+4.4 %
2005
Forecast
€ 0.50 (1)
+1/20 annual bonus share issue
EPS
= +9.6%
(1) Includes an interim dividend paid in October 2005
4_2 shareholders and the stock market
66
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Return over a decade
The following table shows the stock market
return on the abertis share over the last
ten years, with shares being bought and sold
at different intervals. The return on the
abertis share is compared with the IBEX 35.
The intersection indicates the return on the
abertis share and the market, respectively,
for the period selected (year of entry and
year of exit).
Year of
entry (1)
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
abertis
IBEX-35
Year of exit (1)
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
-41.77% 74.80% 115.54% 65.44% 74.05% 118.71% 128.61% 166.83% 264.51% 388.62%
41.97%
99.83% 170.92% 220.63% 150.91% 131.29%
66.27% 113.10% 150.11% 195.64%
24.25% 54.16% 17.38% 23.71% 56.49% 63.76% 91.83% 163.55% 254.68%
40.75%
90.83% 125.84%
76.73%
62.91%
17.11%
50.10%
76.16% 108.23%
24.93% -5.73% -0.46% 26.87% 32.94% 56.33% 116.12% 192.08%
35.58%
60.45%
25.56%
15.74% -16.79%
6.64%
25.16%
47.94%
-25.30% -20.95%
1.60%
6.60% 25.91% 75.25% 137.94%
18.35%
-7.39% -14.63% -38.63% -21.34%
-7.68%
9.12%
6.09% 37.66% 44.67% 71.69% 140.76% 228.52%
-21.75% -27.86% -48.14% -33.54% -22.00%
-7.80%
31.17% 38.08% 64.76% 132.94% 219.58%
-7.82% -33.73% -15.07%
-0.32%
17.83%
5.48% 26.62% 80.64% 149.29%
-28.11%
-7.86%
8.14%
27.82%
20.86% 74.17% 141.91%
28.17%
50.42%
77.80%
45.73% 103.84%
17.37%
38.73%
40.96%
18.20%
(1) Entry and exit on the last day of the year indicated.
The revaluation on the stock market, bonus share issues and dividend yield are all taken into account. The possibility that the shareholder
could have outlaid additional cash amounts apart from the day on which the shares were purchased is not considered.
If we consider the last decade on a cumulative
basis, an investor who acquired shares of abertis
at the end of 1995 and held onto the successive
bonus share issues, would have obtained an
annual yield of 17.2% (accumulated annual
return) taking into account the dividends
received.
67
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Shareholders and investors
abertis, close to shareholders and investors
abertis endeavours to provide information that
is clear, regular, complete, homogeneous and
transparent to all its shareholders, to individual
or institutional investors, stock market analysts
and the investment community in general.
To meet this objective the Company has an
Investor Relations / Shareholders’ Office area
which acts on the principles of transparency and
active ongoing communication with shareholders
and investors, responding to all the queries and
doubts that are raised about the performance
of the Company in all areas.
As a result of the Company’s desire to get closer
to shareholders and be more aware of their
concerns the Dealing with Shareholders Program
was launched in 2005.
Launch of the PRÓXIMO Program Pioneer
initiative amongst IBEX companies other than
banks
Keep their shareholders and investors informed
more frequently and better. This is the main
objective of the PRÓXIMO Program, an initiative
that abertis launched in 2005, which brings it
closer to the investment community through
informative sessions.
The PRÓXIMO Program falls within the
recommendations of good governance put
forward by the Olivencia Code, as it represents
the opening of new communication channels
with shareholders of the company, in addition
to the Shareholders general meetings.
Nevertheless, given its characteristics, the way
in which the PRÓXIMO Program is presented
proves to be much more flexible and accessible.
The PRÓXIMO Program is a pioneer initiative
based on the willingness of abertis to take the
Company to the location of our shareholders
and investors, to listen to their concerns, respond
to their questions and to be open to their
suggestions. The objective is present the
Company’s current reality and situation,
explaining the characteristics of the abertis
project, its path, the outlook and its attractiveness
as a method of saving-investment on the stock
market.
Through the PRÓXIMO Program, abertis has
established and wishes to continue creating
permanent communication channels with the
shareholder, that complement existing channels,
so that the required information can be obtained
at any time.
The meetings
The Program commenced in June and July with
a series of presentations for shareholders and
investors in the Community of Valencia
(Valencia, Castellon, Elche and Alicante).
Salvador Alemany, chief executive officer of
abertis, Juan Arturo Margenat, general secretary,
and representatives of the Shareholders’ Office
participated in the different sessions.
After the holiday period a second phase of the
Program got underway, with a presentation in
the Bilbao Stock Exchange, and in October meetings
were held in the Oviedo Chamber of Commerce
and the Zaragoza Chamber of Commerce.
In November the PRÓXIMO Program moved
to the Financial Club of Vigo and the Atlantic
Financial Club of A Coruña, concluding the
year with a presentation in Barcelona in
December.
4_2 shareholders and the stock market
68
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
In the course of 2005, abertis has met with
shareholders/investors in 10 Spanish cities,
attracting a total audience of 820 people.
The PRÓXIMO program has travelled to the
Autonomous Communities of Valencia, Basque
Country, Asturias, Aragon, Galicia and Catalonia
with visits to the following cities: Valencia,
Castellón, Elche, Alicante, Bilbao, Oviedo,
Zaragoza, Vigo, A Coruña and Barcelona.
Meetings of the PRÓXIMO Program are not just
held in cities that have a stock exchange. The
aim is to reach all shareholders of abertis that
are interested, as well as the investor community
in general.
abertis also offers the possibility of arranging
“customised” meetings for specific groups. If a
shareholders club or a group of investors in a city
are interested in getting to know the company,
they only need to contact the Shareholders’
Office to arrange a meeting.
At the Shareholders’ Office we are convinced
that this is the best method to gain creditability
in the market and win the confidence of
shareholders.
Our shareholders have been the first ones to
thank us for this effort, something which they
have done throughout the course of the Program.
Transparency and communication with
shareholders that is active and fluid are key
principles of the abertis approach.
A Coruña
Vigo
Oviedo
Bilbao
Barcelona
Zaragoza
Castellón
Valencia
Alicante
Elche
Events in 2005
69
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Information policy recognized and awarded
“Llotja” award for the best company
information for shareholders and the market
the stock market, financial information, corporate
governance and all matters related to the
Shareholders’ General Meeting.
The “Llotja” awards are given to distinguish those
listed companies that carry out good information
policies for shareholders and the market in general.
Both the information systems and contents are
considered, with special importance given to the
information available on the company websites
and the annual reports.
On previous occasions this prize was awarded to
different companies within the IBEX 35 index.
This year the jury, made up of 14 members who
are chairman and members of leading companies,
awarded the prize to abertis, in recognition of
the preparation of information that is increasingly
transparent, complete and structured for our
shareholders and the public in general.
In addition to these two significant events in
2005, abertis provides shareholders and the
investment community different channels to
contact the Company: www.abertis.com.
In 2005 abertis published its new corporate
portal in internet, www.abertis.com, with a fresh
image and new contents.
The new website has been designed to be user
friendly following strict criteria of functionality.
Contents are organised into five main sections:
Corporate information, Business areas,
Shareholders and investors, Press room and Social
responsibility.
The new abertis.com has a complete section
dedicated to shareholders and investors which is
given greater importance. This section has been
completely renovated, with more contents, services
and interesting features such as the “Shareholders’
Corner”. It includes information about abertis on
This is a new section for shareholders and investors
that is more complete, simpler and easier.
This was the most visited section of the abertis
website in 2005.
The new website of abertis includes other
improvements, such as a search engine, an
attractive system of highlighting contents, as well
as interesting improvements in functionality,
allowing the text size to be changed as the user
requires, or any page to be printed quickly and
easily.
Participation in trade shows for shareholders
and investors
On 24, 25 and 26 February abertis participated
in Bolsalia 2005, the trade show of the Stock
Exchange and other financial markets held in
Madrid.
In addition, on 1, 2 and 3 of December, abertis
participated in Borsadiner, the same trade fair
held in Barcelona.
abertis participates in these trade shows for
shareholders and investors as a further step to
get closer to our shareholders.
These trade shows together with the PRÓXIMO
Program allow us to have a two way
communication channel for abertis. We can
explain the most significant features of the
company, whilst shareholders and investors can
also voice their concerns, express their doubts
and we are able to identify areas for improvement
to keep them better informed. This mutual
knowledge allows us to constantly improve.
4_2 shareholders and the stock market
70
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
abertis magazine
Mail
A corporate publication that provides the latest
news about abertis, with a more in-depth view
than the news reports covered by the media. It
contains a specific section for shareholders and
investors with contents related to financial
performance and the stock market, which has
become a strong link with the investment
community.
During 2005 more than 12,000 copies were sent
to shareholders, institutional investors and
analysts.
Shareholders’ Telephone Service:
902 30 10 15
24 hour a day service, 365 days a year to respond
to any doubt or suggestion of shareholders.
The queries are especially related to matters
such as increases in capital, the Shareholders’
General Meeting and dividends.
Breakdown of queries received
through the Shareholders’
Telephone Service
(Percentage)
27%_ Shareholders’ meeting
22%_ Dividends
31%_ Others
20%_ Share issues
The 31% classified as “Others” are questions about the PRÓXIMO
program, results, evolution of the share price, significant events, new
investments and requests for documents.
E-mail, relaciones.inversores@abertis.com
Postal address,
Av. del Parc Logístic, 12-20, 08040 Barcelona
Direct channels with the Company that allow
an open dialogue with shareholders, so that
they can raise their specific concerns and the
Company can provide whatever information or
clarification that might be required.
In 2005 some 5,000 information requests and
invitations have been handled and over 1,400
e-mails managed.
Shareholders’ General Meeting
The Shareholders’ Office provides support on
questions related to the organisation and
attendance at the Shareholders’ General Meeting,
in response to the shareholders’ right to
information under articles 212 and 144 of the
Companies Act and article 7 of the Regulations
of the Shareholders’ General Meeting.
All the information referring to the Shareholders’
General Meeting is available on the corporate
website from the day the meeting is called.
Requests can also be made from the website for
information to be sent to shareholder’s residence.
The Shareholders’ General Meeting was
retransmitted by live webcast in video format
in three different languages. After the meeting
was held the webcast could also be viewed.
The Shareholders’ General Meeting held in 2005
was held with the representation of 391,703,238
shares, 155,615,973 present and 236,087,265
by proxy, with a quorum of 71.02% of the share
capital (28.21% present and 42.81% represented
by proxy).
71
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The shareholders’ telephone service responded
to more than 600 calls related to the Shareholders’
General Meeting, 27% of all the calls received.
The Shareholders’ Office also received more than
300 requests for information.
Analysts and investors
abertis responds to queries from analysts and
investors on a daily basis, providing them with
information on a continuous basis on the
significant events affecting the Company.
In addition, meetings are held regularly in
different countries.
The most intense periods for informing analysts
and investors revolve around the publication of
results for abertis, which is done quarterly. In
2005 they were sent all the necessary
documentation to interpret the results. This
information was also made available on the
abertis website, with a quarterly conference call
being held to resolve any doubts.
In addition to the publication of results,
presentations were made in live in Madrid and
Barcelona, attracting more than 180 analysts
and investors who were invited to raise
questions directly.
More than 82 meetings were held in Europe
during 2005 and 26 notifications were sent to
analysts and investors regarding significant events
affecting the Company.
The Investor Relations / Shareholders’ Office
area has made a series of commitments to its
shareholders, private and institutional investors,
stock market analysts and the investment
community in general:
Commitment to proximity
PRÓXIMO Program
Commitment to accessibility
New abertis website, with an extensive
section for shareholders and investors,
meetings with analysts.
Commitment to availability
Shareholders’ Telephone Service 24h,
365 days a year. Direct e-mail to the
department.
IN SHORT, COMMITMENT TO DIALOGUE
4_2 shareholders and the stock market
72
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Significant shareholders
Shareholder structure of abertis
The significant shareholders in the Company are
those listed in the Corporate Governance Report
that is provided as an annex to this annual report.
Market information
2005 and 2004 data:
Trading frequency
Trading days
The structure of the share capital of abertis,
based on the information provided by Iberclear
at 22 March 2005, prepared for the last
Shareholders’ General Meeting, showed the
following distribution: 87.7% of the shares are
held by people resident in Spain and 12.3% by
non-residents. In turn, 16.1% of the shares held
by residents are in the hands of individual
investors and 83.9% are held by institutional
investors.
Class A shares
Class B shares
2005
100%
256
2004
100%
251
2005
54%
138
2004
60%
150
Traded volume adjusted for share issues (no shares)
269,001,790
309,826,837
159,315
372,503
Equivalent percentage of total adjusted shares
Cash value traded (Mn€)
Market capitalisation (at 30/12) (Mn€)
Options on abertis shares
50%
5,440,23
11,523,33
29,194
60%
4,210,55
8.334,01
37.140
0.4%
3.13
808.13
n.a
1.0%
5.45
562.95
n.a
Total number of shares (A+B, at 30/12)
579,055,443
551,481.375
Consolidated equity attributable
to shareholders (Mn€)
Capitalisation / Book value
2,960
4.2
2,862
3.1
73
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Evolution of the last five years:
2005
2004
2003
2002
2001
IBEX 35
Close
Annual change
10,733.9
18.2%
9,080.8
17.4%
7,737.2
28.2%
6,036.9
-28.1%
8,397.6
-7.8%
High / low
10,919.2
8,945.7
9,100.7
7,578.3
7,760.4
5,452.4
8,554.7
5,364.5
10,132.0
6,498.4
Eurofirst 300
Close
Annual change
1,275.5
22.4%
1,041,8
8.8%
High / low
1,284.7
1,038.6
1,042.2
940.9
957.9
11.8%
957.9
682.7
857.0
-32.2%
1,279.7
797.2
1,264,9
-17,5%
1,545.5
998.9
Class A shares
Close /
Adjusted close (1)
Annual change /
Adjusted annual
change (1)
High / low
High / low
(adjusted) (1)
21.26
21.26
16.20
15.43
11.99
10.88
10.80
9.33
11.19
9.21
31.2%
37.8%
35.1%
41.9%
11.0%
16.6%
-3.5%
1.3%
20.2%
14.5%
25.30
25.30
16.18
15.41
12.03
10.91
16.26
15.49
2.42
12.90
11.14
2.14
10.80
9.33
10.28
8.46
11.99
9.86
1.55
11.89
9.32
1.12
9.26
7.26
Weight in IBEX 35
2.80
Class B shares
Close /
Adjusted close (1)
Annual change /
Adjusted annual
change (1) (2)
High / low
High / low
(adjusted) (1)
21.82
21.82
15.20
14.42
11.95
10.78
12.19
10.53
43.6%
51.3%
27.2%
33.7%
-2.0%
2.4%
-10.7%
-6.4%
24.50
24.50
15.20
14.42
15.42
14.63
11.97
10.80
14.00
12.09
11.05
9.55
13.65
11.25
11.77
9.70
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).
statements
5statutory financial
Consolidated balance sheet at 31 December
page 76
15_ Trade creditors and sundry creditors
page 122
Consolidated profit and loss account at 31 December
page 78
16_ Corporation income tax
page 122
Consolidated statement of recognised income and
expense
page 79
Consolidated cash flow statement
page 80
Notes to the 2005 Consolidated Annual Accounts
page 82
01_ General information
page 82
02_ Basis of presentation
page 82
03_ Accounting policies
page 89
04_ Management of financial risk
page 98
05_ Fixed assets and revertible assets
page 99
06_ Goodwill and other intangible assets
page 101
07_ Investment in associated companies
page 104
08_ Available-for-sale financial assets
page 106
09_ Derivative financial instruments
page 107
10_ Debtors and other accounts receivable
page 109
11_ Cash and cash equivalents
pág.109
12_ Net equity
page 110
13_ Financial debt
page 119
14_ Deferred income
page 121
17_ Liabilities for employee benefits
page 125
18_ Provisions and other liabilities
page 128
19_ Income and expenses
page 129
20_ Contingencies and commitments
page 131
21_ Business combinations
page 131
22_ Shareholdings in multigroup companies
page 132
23_ Information on the environment
page 133
24_ Segment reporting
page 134
25_ Related parties
page 139
26_ Other information
page 145
27_ Subsequent events
page 147
28_ Transition to the International Financial Reporting
Standards (IFRS)
page 147
Annex I. Subsidiary companies included in the
consolidation scope
page 154
Annex II. Multigroup companies included in
consolidation scope
page 162
Annex III. Associate companies included in the
consolidation scope
page 164
Consolidated Management Report for 2005
page 168
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Consolidated balance sheet at 31 December
(thousand euros)
A S S E T S
Non-current assets
Fixed assets and revertible assets
Goodwill
Other intangible assets
Investment in associated companies
Deferred tax
Available-for-sale investments
Derivative financial instruments
Debtors and other accounts receivable
Non-current assets
Current assets
Inventories
Debtors and other accounts receivable
Derivative financial instruments
Cash and cash equivalents
Current assets
Notes
2005
2004
5
6
6
7
16
8
9
10
—
10
9
11
4,596,431
1,082,456
707,909
660,338
391,033
438,905
61,369
29,896
7,968,337
10,106
379,637
—
88,592
478,335
4,074,445
769,019
123,409
831,767
403,428
414,726
14,219
18,936
6,649,949
5,393
295,655
120,649
23,537
445,234
Assets
8,446,672
7,095,183
This consolidated balance sheet should be read together with the Notes to the accounts on pages 82 to 153.
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Consolidated balance sheet at 31 December
(thousand euros)
N E T E Q U I T Y
Notes
2005
2004
Capital and reserves attributable to Company shareholders
Capital
Reserves
Retained earnings and other reserves
Minority interest
Net equity
L I A B I L I T I E S
Non-current liabilities
Financial debt
Derivative financial instruments
Deferred income
Deferred tax liabilities
Obligations for employee benefits
Provisions and other liabilities
Non-current liabilities
Current liabilities
Financial debt
Derivative financial instruments
Trade creditors and sundry creditors
Current tax liabilities
Provisions and other liabilities
Current liabilities
Liabilities
Net equity and liabilities
12
12
12
12
13
9
14
16
17
18
13
9
15
16
18
2,152,379
117,383
690,226
2,959,988
2,234,134
71,512
556,133
2,861,779
76,145
42,473
3,036,133
2,904,252
3,227,323
46,550
86,096
264,986
32,488
178,815
3,836,258
1,089,196
14,385
262,287
113,114
95,299
1,574,281
2,801,297
52,651
87,302
31,267
8,661
128,832
3,110,010
721,824
46,382
192,482
93,693
26,540
1,080,921
5,410,539
4,190,931
8,446,672
7,095,183
This consolidated balance sheet should be read together with the Notes to the accounts on pages 82 to 153.
5_1 consolidated annual accounts and management report
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Consolidated profit and loss account at 31 December
(thousand euros)
Rendering of services
Other operating income
Work on fixed assets
Other income
Operating income
Personnel expenses
Other operating expenses
Variation in trading provisions
Variation in impairment provision
Amortisation and depreciation of fixed assets
Other expenses
Operating expenses
Operating profit
Variation in valuation of financial instruments
Financial income
Financial expenses
Net financial result
Result for companies under equity accounting
Profit before tax
Corporation income tax
Profit for the year
Due to minority interest
Due to company shareholders
Earnings per share (expressed in € per share)
Basic
Diluted
Notes
2005
2004
19
19
—
19
19
—
—
—
—
—
—
19
19
12
16
12
12
12
1,824,240
57,470
4,382
19,788
1,905,880
(313,521)
(382,793)
158
—
(371,500)
(5,555)
(1,073,211)
1,490,491
51,585
3,296
3,375
1,548,747
(241,704)
(252,082)
(2,299)
(7,665)
(302,390)
(2,479)
(808,619)
832,669
740,128
5,091
54,460
(218,809)
(159,258)
65,095
738,506
(223,638)
514,868
3,635
511,233
(22,973)
22,969
(147,631)
(147,635)
93,699
686,192
(194,516)
491,676
2,908
488,768
0.905
0.905
0.906
0.906
This consolidated profit and loss account should be read together with the Notes to the accounts on pages 82 to 153.
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Consolidated statement of recognised income and expense
(thousand euros)
Net fair value gains, gross of tax:
Available-for-sale financial assets
Cash flow hedges
Exchange differences
Other
Actuarial profit and loss
Tax on items taken directly to or transferred
from equity
Net income recognised directly in equity
Profit for the year
Total recognised income for the year
Attributable to:
- Shareholders of the Company
- Minority interest
Notes
2005
2004
8
12
12
12
12
—
24,600
714
23,094
(57)
(5,943)
(250)
42,158
514,868
557,026
549,746
7,280
557,026
55,890
(6,149)
(23,627)
14,769
—
2,152
43,035
491,676
534,711
533,774
937
534,711
This consolidated statement of recognised income and expense should be read together with the Notes to the accounts on pages 82 to 153.
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5_1 consolidated annual accounts and management report
Consolidated cash flow statement
(thousand euros)
Net cash flow from operating activities
Notes
2005
2004
Profit for the year
514,868
491,676
Adjustments in:
Taxes
Depreciation and amortisation for the year
Change in asset impairment provision
(Profit)/loss on sale of fixed assets
and intangible assets
(Profit)/loss on financial instruments
Change in pension provision
Change in other provisions
Dividend income
Interest income
Interest expense
Deferred income released to results
Share in results of associated companies under
equity accounting
Changes in current assets/liabilities:
Inventories
Receivables and sundry debtors
Derivative financial instruments
Accounts payable and sundry creditors
Other current liabilities
16
—
—
—
—
17
18
19
19
19
14
7
223,638
371,500
—
5,555
(5,091)
5,663
11,990
(17,026)
(37,434)
218,809
(11,833)
194,516
302,390
7,665
(896)
22,973
1,659
2,708
(13,885)
(9,084)
147,631
(8,469)
(65,095)
1,215,544
(93,699)
1,045,185
(4,713)
(83,982)
120,649
69,805
68,759
170,518
1,703
99,672
—
(8,276)
(41,239)
51,860
Cash flow generated by operations
1,386,062
1,097,045
Income tax paid
Interest paid
Non-current receivables and sundry debtors
(197,287)
(218,809)
874
(189,676)
(147,631)
89,843
(A) Total Net Cash Flow from Operating Activities
970,840
849,581
This consolidated net cash flow statement should be read together with the Notes to the accounts on pages 82 to 153.
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Consolidated cash flow statement
(thousand euros)
Net cash flow from investing activities
Notes
2005
2004
Business combinations and changes in consolidation scope
Acquisition of shareholdings in associated companies
Proceeds from sale of fixed assets
Purchases of fixed assets and intangibles
Purchases of available-for-sale financial assets
Application pension provision
Application other provisions
Interest received
Dividends received from associated companies
Sundry creditors
Other
7
5/6
8
17
18
19
7/19
18
—
(719,220)
(20,448)
47,249
(589,992)
(1,038)
(6,855)
(13,910)
37,434
41,915
38,827
4,397
20,240
(265,578)
11,691
(251,509)
(5,715)
(1,969)
(7,053)
9,084
34,171
501
11,402
(B) Total Net Cash Flow from Investing Activities
(1,181,641)
(444,735)
Net cash flow from financing activities:
Receipt / (Payment) of financial debt
Dividends paid to shareholders of Parent Company
Receipt / Refund of subsidies and other deferred income
Treasury shares
12
14
12
718,349
(282,634)
4,618
(164,477)
(162,162)
(243,414)
(2,026)
—
(C) Total Net Cash Flow from Financing Activities
275,856
(407,602)
Net (decrease) / increase in cash
and cash equivalents (A)+(B)+(C)
65,055
(2,756)
Opening balance of cash and cash equivalents
23,537
26,293
Closing balance of cash and cash equivalents
88,592
23,537
This consolidated net cash flow statement should be read together with the Notes to the accounts on pages 82 to 153.
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ABERTIS INFRAESTRUCTURAS, S.A.
NOTES TO THE 2005 CONSOLIDATED ANNUAL ACCOUNTS
NOTE 1_ GENERAL INFORMATION
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 30 May 2003 the company name was changed from Acesa Infraestructuras, S.A. to
its current name.
abertis is the parent company of a group engaged in to the management of transport and
communications infrastructures that operates in five sectors of activity: highway concessions, car
parks, logistics services, telecommunications and airports.
Its objects consist of the construction, maintenance and operation of highways under concession;
the management of highway concessions in Spain and internationally; the construction of roads; the
complementary construction activity, 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 communications and/or telecommunications required for the
transport and movement of people, goods and information, with the necessary authorisation, as the
case may be.
The Company can undertake its objects, especially its concessionary activity, directly or indirectly
through its shareholding in other companies, being subject, in this respect, to the legal provision
in force.
Note 26 includes information on the concession contracts entered into by the Group.
The list of subsidiary companies of abertis, which, together with the parent company, make up the
consolidated group (hereinafter, the Group) at 31 December 2005 is set out in Annex 1.
The figures contained in all the financial statements that form part of the Consolidated Annual
Accounts (consolidated balance sheet, consolidated profit and loss account, consolidated statement
of recognised income and expense, consolidated cash flow statement and the notes to the Consolidated
Annual Accounts) are expressed in thousand euros.
NOTE 2_ BASIS OF PRESENTATION
a) Basis of presentation
These Consolidated Annual Accounts have been prepared in accordance with the International
Financial Accounting Standards adopted by the European Union under Regulation (EC) No.
1606/2002 of the European Parliament of the Council on 19 July 2002 (hereinafter, IFRS). In
addition, the obligation to present Consolidated Annual Accounts under IFRS approved by the
European Union is regulated by the final eleventh provision of the Law 62/2003, of 30 December
(BOE of 31 December 2004).
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These Consolidated Annual Accounts prepared under IFRS, have been prepared by the Administrators
of abertis with the objective of providing a true and fair view of its equity and financial position
for the year ended 31 December 2005, the consolidated profit and loss account for its operations,
the changes in the consolidated, equity and cash flow in accordance with the above-mentioned
legislation in force.
In compliance with current legislation in force, these Consolidated Annual Accounts are the first
accounts presented under IFRS. Due to this obligation, IFRS-1 “First-time Adoption of the International
Financial Reporting Standards” has been applied at the changeover date (1 January 2004). In
accordance with IFRS-1, the application of IFRS for the first-time must be made to for each and
every IFRS, and the interpretations in force at the time of first adoption, requiring a retrospective
application. However, IFRS-1 also allows for certain exceptions to the retrospective application of
the Standards for practical reasons or when the costs incurred in compliance would in all likelihood
exceed the benefits provided to users of the financial statements.
On the date of preparing these Consolidated Annual Accounts, there are standards and interpretations
(especially those for concession contracts) that are under review and being studied by the corresponding
international regulatory bodies. The application of these will be considered by the Group once they
are approved by the European Union, should this occur.
Up until and including the year ended 31 December 2004, the Consolidated Annual Accounts of the
Group have been prepared in accordance with mercantile legislation in force, the standards established
in the General Accounting Plan (Spanish GAAP-PGC) and Royal Decree 1815/1991, which approved
the standards for the preparation of Consolidated Annual Accounts.
In application of IFRS-1, the consolidated balance sheet, the consolidated profit and loss account,
the consolidated statement of recognised income and expense, the consolidated cash flow statement
and the notes to the Consolidated Annual Accounts corresponding to 2005, include the figures for
the previous year obtained from the 2004 consolidated accounts adjusted to the IFRS, except in the
cases expressly mentioned in the accounting policies (see Note 28), for comparative purposes with
the current year’s figures.
The reconciliation and description of the effect of the changeover from Spanish GAAP-PGC to
IFRS on the equity of the Group at 1 January 2004 and on the profit for that year is set out in
Note 28.
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The preparation of the Consolidated Annual Accounts under IFRS requires Management to make
certain accounting estimates and certain judgements. These are continuously evaluated and are
based on the historical experience and other factors, including the expectations of future events,
which are considered reasonable under the circumstances. Whilst the estimations have been made
based on the best information available at the time of preparing these Consolidated Annual Accounts,
in accordance with IAS-8, any modification in the future of these estimations would be applied from
that point on, recognising the impact of the change in the estimation made in the consolidated
profit and loss account of the year in question.
The main estimates and judgements considered in preparing the Consolidated Annual Accounts are the
following:
• Estimated loss for impairment of goodwill (see Notes 3.c and 6).
• Fair value of derivatives and other financial instruments (see Notes 3.e and 9).
• Fair value of assets and liabilities in business combinations (see Note 21).
• Useful life of fixed assets and intangible assets (see Notes 3.a and 3.b).
• Actuarial hypotheses used in determining the liabilities for pension obligations (see Notes 3.k and 17).
• Deferred taxes (see Notes 3.j and 16).
The Consolidated Annual Accounts have been prepared on the basis of historical cost, except in the cases
specifically mentioned in this annual report.
The Consolidated Annual Accounts, as well as the notes to the accounts and the breakdowns in the
annual report, have been prepared on the basis of uniformity in recognition and valuation. The changes
in the valuation principles are shown in the consolidated financial statements and the comparative figures
have been adjusted accordingly.
Some amounts in the consolidated profit and loss account and the consolidated balance sheet have been
grouped together for the purpose of clarity, with their breakdown being shown in the Notes to the
Consolidated Annual Accounts.
The distinction presented in the balance sheet between current and non-current entries has been made
on the basis of collection or maturity of assets and liabilities within one year or in more than one year.
Additionally, the Consolidated Annual Accounts include all the information that is considered necessary
for their correct presentation under mercantile law in force in Spain.
The Consolidated Annual Accounts of Abertis Infraestructuras, S.A. together with the parent company
annual accounts and the accounts of subsidiary companies will be presented at their respective Shareholders’
General Meetings in the established periods. The Administrators of the Group expect these accounts to
be approved without significant changes.
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b) Consolidation principles
i) Consolidation methods
Subsidiary Companies
Subsidiary Companies are all those entities in which abertis directly or indirectly controls the financial
and operational policies. This normally occurs with a holding of more than half of the voting rights.
Additionally, to evaluate whether abertis controls another entity, we also take into account the existence
and effect of potential voting rights that can be currently exercised or convertible. Subsidiary companies
are consolidated as from the date on which control passes to abertis, and they are no longer consolidated
on the date that control ceases to exist.
Subsidiary companies are fully consolidated, except in the case of those companies that do not
represent a significant interest in the context of the Consolidated Annual Accounts. These companies
are consolidated by equity accounting or the shareholding method (see Annex I).
Annex I to these Notes gives a breakdown of key data for all the subsidiary companies included in
the consolidation scope as fully consolidated companies at 31 December 2005.
Multigroup Companies (Joint businesses)
Corresponds to the companies that have a contractual agreement with a third party to share the
control of its activity and the strategic decisions related to the activity, both financial and operational,
require the unanimous agreement of all the parties that share control.
The interests of the Group in jointly controlled companies are accounted for under the method of
proportional consolidation, except those companies that do not represent a significant interest in
the context of the Consolidated Annual Accounts, which are consolidated by equity accounting or
the shareholding method (see Annex II).
Annex II to these Notes gives information on the companies consolidated by the method of
proportional consolidation at 31 December 2005.
Associated Companies
Those companies in which abertis has significant influence and maintains long-term link that favours
and influences the activity but with a less significant representation in the management and control
mechanisms, generally accompanied by a shareholding of between 20% and 50% of the voting
rights.
Investments in associated entities and those excluded from the above two categories are accounted
for by the shareholding method (equity accounting) and initially recorded at cost. The shareholding
of abertis in associated companies includes goodwill (net of any loss or accumulated impairment)
recorded at acquisition.
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Subsequent to the acquisition, the share of abertis in the result and reserves of the associated
companies is recognised in the consolidated profit and loss account and as consolidation reserves,
respectively, with the value of the shareholding as the balancing entry in both cases. Dividend
payments after acquisition are adjusted against the amount of the shareholding. In the event that
the Group’s share in the losses of an associated company is equal or greater than the financial value
of its shareholding, including any other unsecured account pending, additional losses will not be
recognised unless it has incurred obligations or made payments in name of the associated company.
Annex III to these Notes gives details of the associated companies included in the consolidation
scope by the method of equity accounting at 31 December 2005.
ii) Standardisation of timing and valuation
All the companies included in the consolidation scope close their financial year on 31 December
and, for the purposes of the consolidation process, the respective financial statements prepared
under IFRS principles have been used. However, in accordance with current legislation, these companies
present individual annual accounts in accordance with the standards applicable in their country of
origin.
The standards of valuation applied by the Group companies largely coincide. However, whenever
necessary the corresponding adjustments are made to standardise valuation to ensure uniformity
of the accounting policies of the companies included in the consolidation scope with the policies
adopted by the Group.
iii) Differences on first consolidation
The Group uses the acquisition method to account for the acquisition of subsidiary companies. The
acquisition cost is the reasonable value of the assets, the equity and the liabilities on acquisition
date, plus the costs directly attributed to the acquisition itself. The assets acquired and the liabilities
and contingencies assumed are initially valued by their reasonable value on acquisition date, including
the corresponding minority interest. The excess of the acquisition cost over the reasonable value of
the shareholding is accounted for as goodwill on consolidation.
On the other hand, if the acquisition cost is less than the reasonable value of the equity (net assets)
of the company acquired, the difference is immediately recognised directly in the consolidated profit
and loss account for the year.
In accordance with the provisions of IFRS-1 “First-time adoption of the International Financial
Reporting Standards” goodwill funds resulting from business combinations prior to 1 January 2004
(transition date) have not been re-estimated based on the criteria described above.
Furthermore, in accordance with IFRS-3, consolidation goodwill ceased to be systematically amortised
as from 1 January 2004 (transition date).
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The possible impairment of this type of asset is reviewed annually by an impairment test to determine
if its value has declined to an amount below the net cost existing at the transition date, recording, if
necessary, the necessary charge against the consolidated profit and loss account for the year (see Note
3.c). Losses for impairment of consolidation goodwill cannot be subsequently reviewed.
Goodwill related to acquisitions of associated entities is included as higher value of the corresponding
shareholding, and is valued in accordance with the procedures set out in Note 3.b.iv.
iv) Elimination of internal operations
The balances and intercompany transactions between companies of the Group are eliminated, as
are the unrealised profits from third parties due to transactions between Group companies. Unrealised
losses are also eliminated, unless the transaction provides evidence of a loss due to the impairment
of the transferred asset.
In transactions with jointly controlled entities (multigroup companies) the share in the profit or loss
from operations with Group companies is only recorded for the part corresponding to other participants.
v) Conversion of financial statements in foreign currencies
The financial statements of foreign companies, none of which operate in hyperinflation economies,
prepared in a currency (that of the main economic area in which the entity operates) other than
the currency used for presentation of the Consolidated Annual Accounts (euros) are converted to
euros using the year-end exchange rate, whereby:
• Capital and reserves are converted at historical exchange rates.
• Entries in the profit and loss account are converted using the average exchange rate for the period
as an approximation for the exchange rate at the transaction date.
• The other balance sheet entries are converted at the year-end exchange rate.
As a result of applying the aforementioned method, the exchange differences generated are included
under “Reserves – Exchange differences” in net equity of the consolidated balance sheet.
The Group has availed itself of the exemption included in IFRS-1 referring to the exchange differences
existing at 1 January 2004 (transition date), transferring the accumulated balance at said date to
Accumulated Profits.
vi) Others
Those exchange differences that arise from the conversion of a net investment in foreign companies,
and from loans and other instruments in foreign currencies designated as hedges on these investments,
are recorded against net equity. When they are sold, said exchange differences are recognised in the
profit and loss account as part of the gain or loss on sale.
5_1 consolidated annual accounts and management report
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The adjustments to goodwill and the fair value that arise from the acquisition of a foreign entity
are considered as assets and liabilities of the foreign entity and are converted using the year-end
exchange rate. For acquisitions prior to 1 January 2004, said amounts are considered to correspond
to assets and liabilities in the acquiring entity rather than assets and liabilities of the foreign entity,
in application of IFRS-1.
vii) Changes in the consolidation scope
The most significant changes in the consolidation scope and in the companies included therein
during 2005 were the following:
• On 24 November 2004 the company Airport Concessions Development Limited (ACDL), in which
abertis holds 90%, launched a Public Takeover Bid for all the shares of TBI, with ACDL having a
29% holding at the end of 2004. At the start of 2005 the Public Takeover Bid was completed, with
ACDL obtaining all the shares of TBI. As a result ACDL/TBI has been fully consolidated in 2005
(equity accounting in 2004).
• Transfer from abertis to iberpistas (100% owned by abertis) of the shareholdings in Aulesa, Trados
45, Concesiones de Madrid (Concema) and Infraestructuras y Radiales (shareholding in Henarsa
and Radial 2 of Madrid).
• Increase of the shareholding of iberpistas in Alazor (shareholder of Accesos de Madrid Concesionaria
Española, S.A., Radiales 3 and 5 of Madrid) from 23.3% to 31.2% and sale of its shareholding of
25% in Concema and 18% in Autopista Central Gallega.
• Acquisition of 99.40% and 100% of the companies Saba Park Chile and Saba Park Servicios
respectively, owned by saba through its sub-group Saba Estacionamientos de Chile, S.A.
• Merger of iberpistas with Iberacesa, Iberavasa, Proconex and Isgasa with retroactive effect from
1 January 2004.
• Schemaventotto, in which abertis holds 13.33%, sold 2.053% of its shareholding in Autostrade
reducing it to 50.08%. As a result the indirect shareholding of abertis in Autostrade was reduced
from 6.95% to 6.68%.
• Increase of the shareholding of abertis logística in Araba Logística from 39.77% to 42.61%.
• Incorporation of abertis airports, fully owned by abertis.
• Acquisition of 40% of saba Italia, giving Saba full control over the company.
• Incorporation of Servicios Audiovisuales Alella (Servicios Audiovisuales Overon at the time of
preparing these Consolidated Annual Accounts) in which retevisión holds 78.37% and tradia holds
21.63%, giving abertis a 100% indirect shareholding in Alella through these companies.
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• Incorporation of Consorcio de Telecomunicaciones Avanzadas (Cota), in which tradia holds 25%.
• Incorporation of Holding d’Infrastructures de Transport S.A.S (HIT), fully owned by abertis.
NOTE 3_ ACCOUNTING POLICIES
The most significant Accounting Policies applied in the preparation of these Consolidated Annual
Accounts are as follows:
a) Fixed assets and revertible assets
Fixed assets are accounted for at cost of acquisition less depreciation and the accumulated amount
of any loss in value. The fixed assets include legal revaluations applied in years prior to 1 January
2004 allowed under local accounting standards, which value has been taken as cost of acquisition
as permitted under IFRS-1, “Adoption of International Financial Reporting Standards for the first
time”.
Personnel costs and other expenses, as well as net financing costs directly imputable to fixed assets,
are capitalised as part of the investment until brought into use.
Costs of refurbishment, enlargement or improving fixed assets are capitalised only when they increase
capacity, productivity or extend the useful life of the asset, provided that it is possible to know or
estimate the net book value of the assets which are removed from the list, having been replaced.
The costs of repairs and maintenance are charged to the profit and loss account in the year in which
they are incurred.
The investment in highways recorded by the concessionaire companies mainly includes the following:
acquisition of land, studies and construction permits, financial costs, investment in tunnels, signage,
installations and toll machinery, etc. These investments are refunded to the awarding Administration
at the end of the concession.
In the case of highway concessionaire companies, the future investments in replacement or substitution
that can be reasonably estimated and which estimated useful life exceeds the date when the
concession ends, are provided for the projected net book value (based on their useful life) at that
date, recorded against fixed assets for the present value calculated to the beginning of the concession,
with a charge to results for each year related to the present value of said provision using the real
interest rate.
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The depreciation of 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. For those assets assigned to the investment in highways, if their useful life exceeds the
outstanding term of the concession, they are depreciated over the useful life of the concession.
The depreciation rates used to calculate the decline in value of the fixed assets are as follows:
Asset
Buildings and other constructions
Machinery
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Investment in highways
Rate
2-14 %
6-30 %
7-30 %
7-20 %
10-20 %
20-33 %
8-25 %
(*)
(*) The main investment in highways (land acquisitions, studies and construction permits, etc) are
depreciated over the period of the concession, whilst the depreciation rates for the most significant
components that additionally make up the investment in highways are as follows:
Asset
Pavement
Tunnels
Signage
Toll installations
Toll machinery
Rate
2.5-6.25 %
2-2.5 %
2.5-12 %
2.5-12 %
2.5-12 %
When the net book value of an asset exceeds the estimated sale price, its value is immediately
reduced to represent the market value.
b) Goodwill and other intangible assets
The intangible assets indicated below are recorded at acquisition cost less the accumulated amortisation
and any loss due to impairment of their value, with the useful life evaluated on the basis of a prudent
estimate.
The net book value of intangible assets is reviewed for the possible impairment of their value when
certain events or changes indicate that the net book value may not be recoverable.
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i) Development expenses
Research expenses are expensed as they are incurred, whilst the expenses on development incurred
in a project are capitalised if this is viable from a technical and commercial perspective if there are
sufficient technical and financial resources to complete it, and if the costs incurred can be determined
in a reliable manner as established by international standards and if the generation of future profits
is probable.
The amortisation is made on the basis of the estimated useful life of each project (between 3 and
5 years).
ii) Computer applications
Refers principally to the amounts paid for access to ownership or for the right to use computer
programs, only in the cases where it is foreseen that usage will cover several years.
The computer applications are stated at acquisition cost and amortised over their useful life (between
3 and 5 years). Maintenance expenses for these computer applications are charged to the profit and
loss account in the year in which they are incurred.
iii) Administrative concessions
Administrative concessions are stated as assets at the total amount of the payments made to obtain them.
These have a finite useful life and their cost is charged to results. They are amortised over the period of the
concession by the straight line method.
Administrative concessions acquired through business combinations after 1 January 2004 (transition date)
are stated at their fair value (in accordance with IFRS-3) and amortised over the concession period.
iv) Goodwill
Goodwill generated in different business combinations represents the surplus of the acquisition cost
over the fair or market value of the identifiable net assets of the company acquired at acquisition
date. However, under the provisions of IFRS-1 “First-time adoption of International Financial Reporting
Standards” those goodwill resulting due to business combinations prior to 1 January 2004 (transition
date) have not been re-estimated based on the criteria described above, with the net amounts that
come from the application of the criteria established in the 2004 annual accounts and previously
maintained at the cited transition.
In accordance with international standards (IFRS-3), the goodwill is no longer amortised on a
straight-line basis as from 1 January 2004 (transition date). The possible impairment of this asset
is reviewed annually using an impairment test to determine whether its value has declined to a
level below the existing net cost at the aforementioned transition date, recording if necessary the
required charge against the profit and loss account for the year (see Notes 3.c and 6). The losses
for goodwill impairment cannot be subsequently revised.
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The loss or profit obtained by the sale of an entity includes the book value of the goodwill related
to the entity sold.
v) Other intangible assets
Primarily includes licences for the management of airport infrastructures, which are stated as assets
in the consolidated balance sheet at fair value, having being acquired in business combinations after
1 January 2004. These are charged to results and amortised on a straight-line basis.
c) Losses on asset impairment
The Group evaluates, at each balance date, whether there is any indication of impairment in the
value of any asset. Should such an indication exist, or when an annual impairment test is required
(goodwill), the Group will estimate the recoverable value of the assets, which is the higher of the
fair value of an asset less its cost of sale and the value in use. To determine the value in use of
an asset, the future cash income that it is expected to generate is discounted from its net present
value using an interest rate that reflects the current value of money at long-term rates and the
specific risks of the assets (risk premium). In the event that the asset analysed does not generate
cash flow independently of other assets, the fair value or value in use of the cash generating unit
that includes the asset (smallest identifiable group of assets separate from other assets or groups
of assets) will be estimated.
Losses for impairment (surplus of the asset’s book value over its recoverable value) are recognised
in the profit and loss account for the year.
With the exception of goodwill where the losses for impairment are irreversible, if the Group has
recognised losses for impairment of assets at the end of each financial year, an evaluation will be
made to determine whether the indications of impairment have disappeared or lessened, estimating
the recoverable value of the impaired asset if applicable. A loss due to impairment recognised in
earlier years will only be reversed if there is a change in the estimations used to determine the
recovery value of the asset since the last loss due to depreciation was recognised. If this is the case,
the book value of the asset will increase to its recoverable value, which cannot exceed the book
value that would have been recorded, net of amortisation, if the loss for impairment of the asset
in previous years had not been recorded. This reversion is recorded in the profit and loss account for
the year.
d) Investments and other financial assets (excluding derivative financial instruments)
The Group determines the classification of its financial assets after initial recognition and, when it
is permitted and appropriate, said classification is revalued at the close of each financial year. At the
close of 31 December 2005 the financial assets have been classified under the following categories:
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i) Shareholdings in associated companies
Corresponds to shareholdings valued under the equity accounting method and recorded in accordance
with the criteria described in Note 2.b.i.
ii) Available-for-sale financial assets
This entry in the consolidated balance sheet includes those investments in companies in which the
Group does not exert any significant influence or control (see Note 8). These are classified as non-
current assets unless there is an intention to dispose of the investment in the twelve months as from
the consolidated balance sheet date, in which case they will be classified as current assets.
These investments are valued at fair value, recording profits or losses arising from changes in the
value against net equity until the investment is sold or suffers losses due to impairment, at which
point the accumulated profit or loss presented previously in the net equity under “Reserves – Available-
for-sale financial assets” is transferred to results as a loss or profit on the corresponding investments.
The fair value of the investments that are actively traded in official financial markets is taken as the
trading price at the close of the market at year end. In the case of investments where there is an
active market, the fair value is determined using valuation methods. If their market value cannot
be determined in a reliable manner, they will be valued at cost or at a lower amount if there is
evidence of impairment.
iii) Trade debtors and other accounts receivable
This entry corresponds primarily to:
• Loans granted to associated or related entities which are valued at their nominal amount (this
does not differ significantly from their valuation at amortised cost using the real interest rate
method).
• Deposits and bonds made in accordance with the legislation in force.
• Accounts receivable for commercial trade, which are valued at the nominal value of the debt, which
is similar to their original fair value. Said value is decreased, if necessary, by the corresponding
provision for bad debts (loss for asset impairment) when there is objective evidence that the total
amount owed will not be collected, and is charged against the consolidated profit and loss account
for the year.
e) Derivative financial instruments
The Group uses derivative financial instruments to manage its financial risk arising principally from
fluctuations in interest rates and exchange rates (see Note 4). These derivative financial instruments,
whether or not they have been classified as hedges, have been recorded at fair value, which is the
market value at the year-end for listed instruments, or valuations based on the analysis of discounted
cash flows considering hypotheses that are principally based on market conditions existing at close
in the case of unlisted derivative instruments.
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The fair value of derivative financial instruments used for hedging purposes is detailed in Note 9,
and the change in the hedging reserve recorded under consolidated net equity is shown in Note 12.
The criteria used to account for these instruments are as follows:
i) Fair value hedges
The changes in the fair value of the derivatives designated, which meet the conditions to be classified
as hedges of the fair value of assets or liabilities, are recorded in the profit and loss account for the
year, together with any change in the fair value of the asset or liability covered by the hedge that
is attributable to the risk hedged. This corresponds principally to those derivative financial instruments
contracted by the Group companies to convert fixed interest debt into floating rate debt.
ii) Cash flow hedges
The positive or negative changes in the valuation of the derivatives classified as cash flow hedges are
carried, in the cash component, net of any tax impact, under consolidated equity in “Reserves – Hedge
reserve”, until the hedge instrument matures, is sold, ceases to meet the requirements to be classified
as a hedge or when it is no longer probable that the transaction will take place, at which point the
accumulated profits or losses in net equity are transferred to the consolidated profit and loss account
for the year.
The positive or negative differences in the valuation of the derivatives corresponding to the non-
cash component, should there be any, are recorded directly in the profit and loss account for the
year.
This type of hedge corresponds primarily to those derivatives contracted by the Group companies
that convert floating rate debt to fixed rate debt.
iii) Hedge of net investment
In some cases, abertis finances its activities in the same currency in which the international
investments are held so as to reduce the exchange rate risk. This is done by raising finance in the
corresponding currency or by contracting currency swaps.
The hedge of net investments in international operations is accounted for in a way that is similar
to the cash flow hedge. The profits or losses on the hedging instrument for the cash component
are recorded in the net equity and the profits or losses related to the non-cash component are
recognised immediately in the consolidated profit and loss account for the year.
The accumulated profit or loss in net equity is included in the profit and loss account when the
international operation is disposed of.
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iv) Derivatives not qualified as hedges in accounting terms
At year end there are certain derivatives that do not meet the criteria established to be classified
as hedges. In this case the positive or negative variation arising from recalculating the fair value of
these derivatives is recorded directly in the consolidated profit and loss account for the year.
f) Inventories
Inventories consist primarily of spare parts for fixed assets and are valued at cost, calculated using
the weighted average price method, making the necessary valuation adjustments and raising the
corresponding provisions.
g) Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits in credit entities and short-term
investments in highly liquid instruments with a term of three months or less.
h) Treasury shares
In the event that any entity of the Group of the Parent Company itself acquires shares of abertis,
these are recorded in the entry “Capital – Treasury shares”, reducing consolidated net equity, and
are valued at acquisition cost, without making any valuation adjustments.
When these shares are sold, any amount received, net of any directly attributable additional transaction
costs and the corresponding effect of the tax on the profit, are included in the same account entry
of net equity attributable to the shareholders of the Parent Company.
i) Debt
The financial debt is initially recorded at its fair value, also including the costs incurred in raising
the debt. In subsequent periods the difference between the funds obtained (net of the costs
involved in raising the funds) and the reimbursement value, should it exist and if it is significant,
are recorded in the profit and loss account over the life of the debt based on the real interest rate.
Financial debt at a fixed interest rate hedged using derivatives that change the fixed rate to a floating
rate is valued at fair value, where changes in the value are recorded in the profit and loss account,
offsetting the impact on results of the variation in the fair value of the derivative instrument.
j) Corporation income tax
The tax expense on profits is the total amount accrued for this purpose during the year, representing
both current and deferred tax.
The tax effect is recorded in the net equity related to the entries that are taken directly to net equity.
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Deferred tax is calculated, in accordance with the liabilities method based on the balance sheet, for
the timing differences that arise between the tax assessment base for assets and liabilities and their
book profit in the Consolidated Annual Accounts, applying the regulations and tax rates in force, or
pending approval, on balance sheet dates that are expected to be applied when the corresponding
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recorded to the extent that it is probable that there will be future tax benefits
against which the deductible timing differences, losses or unused tax credits can be offset.
k) Employee benefits
Meeting the corresponding labour agreements, various companies in the Group have the following
commitments with their employees:
a) Post-employment obligations:
• Defined contribution to welfare instruments (employee pension plans).
• Defined payments, in the form of bonuses or payments for retirement from the company.
b) Other long-term benefits, related to length of service of an employee in the company.
In the welfare instruments with defined contribution, the company makes defined contributions to
an external entity and does not have a legal or real obligation to make additional contributions in
the event that this entity should not have sufficient assets to cover the employee payments that
are related to the services provided in the current year and previous years. The annual expense
recorded is the corresponding contribution made in the year.
In the defined contribution commitments, where the company assumes certain actuarial and
investment risks, the liability recorded in the balance sheet is the present value of the obligations
at the balance sheet date less the fair value of the possible assets for this commitment on this date,
plus or minus any unrealised actuarial profit or loss, less any amount arising from the cost of past
services not yet recognised.
The projected credit unit method is used to determine both the current value of the defined benefit
obligations and the cost of the services provided in the current and previous years. The actuarial
profits and losses arising from changes in the actuarial hypotheses are recognised in the year in
which they occur. They are not included in the profit and loss account, but presented in the statement
of income and expenses recognised in net equity.
Costs for past services are recognised as an expense and allocated on a straight-line basis over the
average period remaining until the right to receive the benefits is finally consolidated. Nevertheless,
when the benefits are immediately irrevocable on the introduction of a defined benefits plan, or
following any change in the plan, the costs for past services are recognised immediately.
The hedging of commitments by making contributions to an insurance policy, where the legal or
implied obligation to meet the agreed benefits remains, is always treated as a defined benefit.
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l) Transactions in foreign currencies
Transactions in foreign currencies are converted to the reporting currency of the Group (euro) using
the exchange rates applicable on the transaction date. The profits and losses on foreign currencies
that arise from the settlement of these transactions and from the conversion of monetary assets
and liabilities held in foreign currency to the year end exchange rates are recorded in the profit and
loss account, unless they are deferred in net equity such as the cash flow hedges and the hedges
on net investments, as noted in section e) of this note.
m) Provisions
The provisions are recorded when the Group has a present obligation, be it legal or implied, as the
result of past events where it is probable that it will be necessary to make a disbursement to settle
the obligation and its amount can be estimated in a reliable manner.
In the cases in which the effect of the time value of money is significant, the amount of the provision
is calculated as the present value of the future cash flows that are estimated to be required to settle
the existing obligation.
n) Recognition of income and expenses
Income and expenses are recorded on an accruals basis.
Income for the provision of services is recognised when it is probable that the benefits corresponding
to the transaction will be received by the Group and can be reliably quantified.
Interest income is recognised on an accruals basis and does not vary significantly from having applied
the real interest rate method.
Dividend income is recognised when the right to receive payment is established.
o) Actions with impact on environment
Amounts allocated annually to meeting legal requirements related to the environment are recorded
either as an expense or an investment, depending on their nature. The amounts recorded as investments
are amortised over their useful life.
No allocation has been made for liabilities or expenses of an environmental nature, given that there
are no contingencies related to the protection of the environment.
p) New IFRS standards and IFRIC interpretations
At the time of preparing these Consolidated Annual Accounts, new accounting standards (IFRS) and
interpretations (IFRIC) have been approved and published and have come into force for the accounting
years commencing 1 January 2006 or subsequent to this date. The Group has not considered their
early application, as they are not expected to have a significant impact on the Consolidated Annual
Accounts.
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NOTE 4_ MANAGEMENT OF FINANCIAL RISK
The activities of the Group are exposed to various financial risks: exchange rate risk, credit risk, liquidity
risk and interest rate risk on cash flow. The overall risk management program of the Group contemplates
the uncertainty of the financial markets and endeavours to minimise the potential adverse affects
on the Group’s financial return. The Group uses derivatives to hedge certain risks.
The management of financial risk is controlled by Corporate Financial Management under authorisation
of the Board of Directors / Executive Committee. This Corporate Management unit identifies, evaluates
and hedges the financial risks, working closely with the operating units of the Group.
i) Exchange rate risk
The Group operates internationally and holds assets in the United Kingdom, the United States and South
America, and is exposed to exchange rate risks on currency operations, particularly in the pound sterling,
the US dollar and the Argentine peso.
The exchange rate risk on net assets of Group operations in the United Kingdom, United States and South
America are managed, mainly, by raising debt in the corresponding currencies and through the use of
currency swaps and exchange rate insurance.
ii) Credit risk
The Group does not have significant concentrations of credit risk. The derivative operations and the spot
operations are only made with financial institutions with strong credit ratings.
iii) Liquidity risk
The Group carries out prudent management of the liquidity risk, which involves maintaining cash and
having access to a sufficient amount of finance through established credit lines.
iv) Interest rate risk
The changes in the interest rates alter the fair value of those assets and liabilities that have a fixed interest
rate and the future cash flows of those assets and liabilities referenced to floating interest rates.
The purpose of managing interest rate risk is to reach equilibrium in the debt structure that enables the
cost of debt to be minimised over a period of years with reduced volatility in the profit and loss account.
Depending on the estimates and objectives of the structure of the debt, hedging operations are undertaken
by contracting derivatives that mitigate these risks.
The policy of the Group is to hold approximately 60% of its debt in instruments with fixed interest rates.
At the close of the year 44% of the debt was at fixed interest rates or fixed through hedges.
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NOTE 5_ FIXED ASSETS AND REVERTIBLE ASSETS
The movements in the main entries that make up fixed assets were as follows:
Investment
in highways
Land and
buildings
Technical
installations
and machinery
Other
installations,
tooling and
furniture
Others
Total
At 1 January 2005
Cost
6,142,156
Accumulated depreciation (2,813,943)
Net Book Value
3,328,213
56,404
(6,719)
49,685
768,949
145,511
468,899
7,581,919
(466,315)
(65,964) (154,533) (3,507,474)
302,634
79,547
314,366
4,074,445
2005
Opening net book
value
Exchange difference
Increase
Decrease
Transfer
Change in scope
Depreciation charge
Other
Closing net book
value
At 31 December 2005
3,328,213
—
71,900
—
3,503
12,823
(212,719)
(11,185)
49,685
(886)
21,924
(7,941)
944
119,671
(2,379)
—
302,634
79,547
314,366
4,074,445
458
50,600
(5,878)
26,876
144,785
(85,640)
236
157
246
(25)
5,874
226,415
376,713
(2,088)
(34,451)
(50,358)
13,813 (48,861)
(3,725)
23,325
252,301
552,905
(15,429)
(25,317)
(341,484)
(18)
(1,073)
(12,040)
3,192,535
181,018
434,071
105,181 683,626 4,596,431
Cost
6,231,292
190,116
1,031,844
198,622
850,816
8,502,690
Accumulated depreciation (3,038,757)
(9,098)
(597,773)
(93,441) (167,190) (3,906,259)
Net Book Value
3,192,535
181,018
434,071
105,181 683,626 4,596,431
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Investment
in highways
Technical
installations
Land and
buildings and machinery
Other
installations,
tooling and
furniture
Other
Total
At 1 January 2004
Cost
6,048,085
Accumulated depreciation (2,612,646)
Net Book Value
3,435,439
54,597
(4,728)
49,869
751,354
136,170
421,664
7,411,870
(422,280)
(59,209) (132,854) (3,231,717)
329,074
76,961 288,810 4,180,153
2004
Opening net book
value
Exchange difference
Increase
Decrease
Transfer
Change in scope
3,435,439
49,869
329,074
76,961
288,810
4,180,153
—
78,883
(100)
15,287
—
—
1,425
(1,120)
560
471
—
11,402
(675)
12,009
31
—
—
—
6,217
62,773
160,700
(2,460)
(2,685)
(7,040)
8,963 (34,288)
20
41
2,531
563
Depreciation charge
(201,296)
(1,991)
(49,207)
(10,407)
(18,841)
(281,742)
Other
Closing net book
value
—
471
—
253
18,556
19,280
3,328,213
49,685
302,634
79,547 314,366 4,074,445
At 31 December de 2004
Cost
6,142,156
Accumulated depreciation (2,813,943)
Net Book Value
3,328,213
56,404
(6,719)
49,685
768,949
145,511
468,899
7,581,919
(466,315)
(65,964) (154,533) (3,507,474)
302,634
79,547 314,366 4,074,445
The incorporations in 2005 due to changes in the consolidation scope correspond primarily to
ACDL/TBI, which has been fully consolidated for the first time in 2005 (equity accounting in 2004)
after gaining full control of its share capital (see Note 21).
The entry “Other” at 31 December 2005 principally includes assets of ACDL/TBI (gross amount of
374 million euros) mainly corresponding to investments in airport runways.
It is Group policy to contract the insurance policies considered necessary to cover possible risks that
might affect the fixed assets.
The fixed assets include 6,943 million euros (6,464 million euros in 2004) of revertible assets under
the concessions obtained. These are mainly investments in highways and, to a lesser extent, car park
concessions and airport installations. Additionally, the majority of the buildings and other constructions
are linked to the administrative concessions conceded by distinct public corporations, which must
revert to them at the end of the concession.
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NOTE 6_ GOODWILL AND OTHER INTANGIBLE ASSETS
The movements in the main entries under this account heading were as follows:
Administrative
concessions, patents
and trademarks
Goodwill
Computer
applications
Other
Total
769,019
—
94,724
36,393
67,954
968,090
(26,018)
(24,590)
(25,054)
(75,662)
At 1 January 2005
Cost
Accumulated amortisation and loss
in value (impairment)
Net accounting value
769,019
68,706
11,803
42,900
892,428
2005
Opening net book value
Exchange difference
Increase
Decrease
Transfer
Changes in scope
Amortisation charge
Loss in value
Reversal of loss in value
Other
769,019
8,685
206,355
—
—
98,397
—
—
—
—
68,706
11,803
42,900
892,428
—
5,245
(1,057)
—
322,380
(19,486)
—
—
1,444
—
2,647
(820)
2,237
1,404
10,089
13,035
227,282
(569)
(2,446)
(2,237)
—
4
280,197
700,978
(5,197)
(15,045)
(39,728)
—
—
66
—
—
252
—
—
1,762
Closing net book value
1,082,456
377,232
10,740
319,937 1,790,365
At 31 Decembre 2005
Cost
Accumulated amortisation and loss
of value (impairment)
1,082,456
—
422,989
(45,757)
32,479
359,420
1,897,344
(21,739)
(39,483)
(106,979)
Net accounting value
1,082,456
377,232
10,740
319,937 1,790,365
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T
R
O
P
E
R
L
A
U
N
N
A
Administrative
concessions, patents
and trademarks
Goodwill
Computer
applications
Other
Total
At 1 January 2004
Cost
Accumulated amortisation and loss
in value (impairment)
Net book value
767,265
48,508
34,046
81,301
931,120
—
767,265
(19,966)
(18,785)
(23,311)
28,542
15,261
57,990
(62,062)
869,058
2004
Opening net book value
Exchange difference
Increase
Decrease
Transfer
Change in scope
Amortisation charge
Loss in value
Reversal of loss in value
Other
767,265
28,542
15,261
57,990
869,058
—
1,899
(145)
—
—
—
—
—
—
—
3,484
(1,620)
9,475
32,589
(4,644)
—
—
880
—
3,276
(577)
3
46
—
248
(256)
(9,478)
—
8,907
(2,598)
—
35
32,670
(5,460)
(4,348)
(14,452)
—
—
—
—
—
—
(746)
(1,291)
(1,157)
Closing net book value
769,019
68,706
11,803
42,900
892,428
At 31 December 2004
Cost
Accumulated amortisation and loss
in value (impairment)
Net book value
769,019
94,724
36,393
67,954
968,090
—
769,019
(26,018)
(24,590)
(25,054)
68,706
11,803
42,900
(75,662)
892,428
The increases in the year corresponding to goodwill are mainly due to the acquisition of TBI to gain
full control completed at the beginning of 2005 (see Note 21), and the resulting transfer of goodwill
recorded at the end of 2004 in which the company held 29%, which was included as the higher
value of the shareholding under equity accounting in 2004 (98,397 thousand euros).
The additions in 2005 due to changes in the consolidation scope in other intangible assets correspond
mainly to TBI, which has been fully consolidated for the first time in 2005 (equity accounting in
2004) on acquisition of all its capital.
The entry “Others” mainly includes the intangible assets of ACDL/TBI (280 million euros) primarily
corresponding to operating licences for certain airports, recorded at fair value following the acquisition
at the beginning of the year of ACDL/TBI.
103
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The breakdown of goodwill in subsidiary companies assigned to each of the different cash generating
units defined by Group Management, in accordance with their respective business segment and the
concession where the goodwill was recorded, is as follows:
Highways
iberpistas
aucat
Avasa
Other
Car Parks
saba
Telecommunications
tradia
Airports
ACDL/TBI
Other
Goodwill
2005
2004
362,615
178,447
65,445
9,635
616,142
362,615
178,447
65,445
9,635
616,142
111,247
107,085
42,014
42,014
309,275
3,778
313,053
—
3,778
3,778
1,082,456
769,019
As indicated in Note 3.b., at the close of the year an evaluation is made to determine if any of the
goodwill recorded has suffered losses due to impairment based on the calculation of value in use
of its corresponding cash generating unit. Said value in use has been calculated using estimates and
forecasts of available cash flow for the Group, and as applicable, for the periods established for the
concession (see Note 26.c), which present increases coherent with the business and past experience.
The net present value of these projections has been calculated using a discount rate equal to the
sum of the long-term interest rate and the risk premium assigned by the market to the business.
As a result of the impairment test made, the different cash generating units to which the various
goodwill funds are assigned are deemed capable of recovering the net value of each goodwill fund
recorded at 31 December 2005. Consequently, there is no need to make any provision for impairment.
5_1 consolidated annual accounts and management report
104
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 7_ INVESTMENT IN ASSOCIATED COMPANIES
The movement recorded in this entry on the consolidated balance sheet was as follows:
At 1 January
Increase and business combinations
Changes in scope
Share in (loss)/profit (1)
Exchange differences
Dividends received
Other
At 31 December
(1) The share in (loss)/profit is after tax and minority interest of associates.
2005
831,767
29,466
(235,720)
65,095
3,637
(24,889)
(9,018)
660,338
2004
489,545
265,578
—
93,699
3,231
(20,286)
—
831,767
The changes in scope during the year mainly correspond to ACDL/TBI (220,653 thousand euros),
which has been fully consolidated for the first time in 2005 (equity accounting in 2004) after the
shareholding increased to 100% of the capital (see Note 21).
The breakdown of the shareholdings in associated companies and/or companies consolidated by
equity accounting at 31 December is as follows:
Acesa Italia (Schemaventotto/Autostrade)
Trados 45
Alazor
Aulesa
Cilsa
Elqui
Ciralsa
Coviandes
Autema
Túnel del Cadí
Aurea Limited
Arasur
Torre de Collserola
Iberpistas Chile
2005
422,045
43,913
43,590
37,797
25,541
17,990
12,542
11,942
11,637
10,001
9,172
6,475
3,494
1,248
2004
369,132
45,379
(3,344)
39,630
25,026
19,603
12,542
11,603
11,268
7,035
7,221
2,209
5,153
1,166
105
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Parcheggi Biocca
PTY
Gicsa
Cota
La Mercedes
Centro Ippico
serviabertis
Port Mobility
Adesal
Irasa
ACDL/TBI
Iberacesa
Concema
Proconex
Autopista Central Gallega
Holdings in associated companies
2005
1,175
583
502
250
389
389
184
150
3
(674)
—
—
—
—
—
660,338
2004
825
512
358
—
189
—
19
150
3
6,353
220,653
32,269
17,313
547
(1,047)
831,767
See information on the associated companies in Annex III.
The investment in Schemaventotto Group, a holding company in which the subsidiary Acesa Italia
has a 13.33% share, which in turn owns 50.08% of the Italian highway concessionaire company
Autostrade, is considered as an associated company due to the notable influence that the Group
exercises in these companies mainly through the agreements that exist between shareholders and
representation on their Boards of Directors.
The shares of Autostrade are listed on the Milan Stock Exchange. The share price at year end was
20.26 euros, giving a fair value of the indirect shareholding that abertis has on that date in Autostrade
(6.68%) of 774 million euros.
The shareholdings in associated companies at 31 December 2005 include goodwill of 76,149 thousand
euros (188,183 thousand euros in 2004), principally corresponding to Trados (29,876 thousand euros),
Autema (27,861 thousand euros) and Cilsa (12,116 thousand euros).
5_1 consolidated annual accounts and management report
106
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 8_ AVAILABLE-FOR-SALE FINANCIAL ASSETS
The movement in this entry during the year was as follows:
At 1 January
Increase
Change in the provision for losses due to impairment
Capital gains for revaluations transferred
to net equity
Other
At 31 December
2005
414,726
1,038
—
24,600
(1,459)
2004
360,786
5,715
(7,665)
55,890
—
438,905
414,726
The investments available for future sale at 31 December 2005 mainly correspond to the shareholding
in Brisa of 429,600 thousand euros (405,000 thousand euros at 31 December 2004).
The increase during the year corresponds to the increase in the shareholding in Xfera Móviles, with
the holding rising to 8.70% of the company's capital. The investment in this company has been fully
provided for.
The revaluations during the year correspond entirely to the listed company Brisa. The shares held
by abertis have increased in value by 24,600 thousand euros during the year (55,890 thousand euros
in 2004).
107
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 9_ FINANCIAL DERIVATIVE INSTRUMENTS
The detail of the fair value of the financial derivative instruments at year end is as follows:
2005
2004
Assets
Liabilities
Assets
Liabilities
Interest rate swaps:
Cash flow hedges
Fair value hedges
Not classified as hedges
Cross currency interest rate swaps:
Cash flow hedges
Fair value hedges
Not classified as hedges
171
41,280
—
—
19,918
—
40,142
—
14,385
6,408
—
—
108
14,551
209
—
—
120,000
23,892
—
46,330
28,811
—
—
Financial derivative instruments
61,369
60,935
134,868
99,033
Cross currency interest rate swaps:
Cash flow hedges
Fair value hedges
171
61,198
46,550
—
108
14,111
23,840
28,811
Non-current portion
61,369
46,550
14,219
52,651
Current portion
—
14,385
120,649
46,382
The Group has contracted interest rate swaps and cross currency swaps, in accordance with the
financial risk management policy outlined in Note 4.
The following tables show the derivative financial instruments existing at 31 December 2005 classified
by swap type, with their notional or contractual values, maturities and fair values:
5_1 consolidated annual accounts and management report
108
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Interest rate
swaps:
Cash
flow hedges
Fair
value hedges
Not classified
as hedges
Notional
value
2006
2007
2008
2009
2010 After 2010
Fair
value
961,362 120,000
121,000 192,500 54,000 420,362
53,500 (39,971)
1,090,000 300,000
150,000
—
—
—
640,000
41,280
426,478
30,051
— 150,253 73,121
60,101
112,952 (14,385)
2,477,840
Cross currency
and/or interest rate swaps:
Cash
flow hedges
Fair
value hedges
Not classified
as hedges
682,882
—
—
—
—
—
682,882
(6,408)
378,436
—
—
—
—
—
378,436
19,918
—
—
—
—
—
—
—
—
1,061,318
a) Interest rate swaps
The notional principal amount of the interest rate swaps outstanding at 31 December 2005 total
2,477,840 thousand euros (2,047,752 thousand euros in 2004).
At 31 December 2005 the fixed interest rates were between 3.16% and 5.73% and the floating
interest rates were Euribor and Libor.
b) Cross currency interest rate swaps
The part of the Group’s financial debt denominated in euros (682,882 thousand euros) and translated
into Pound sterling (and floating interest rate indexed to Libor) by a cross currency interest rate swap
is designed as a hedge on the net investment in ACDL/TBI. The fair value of these financial instruments
for hedging at 31 December 2005 has a credit balance of 6,408 thousand euros.
In addition, the subsidiary company Abertis Finance has contracted derivative financial instruments
(cross currency interest rate swaps) for a nominal value of 371,463 thousand euros, whereby a bond
issue in US dollars at a fixed interest rate is transformed into Euro-denominated debt with a floating
interest rate indexed to Euribor (fair value hedge).
109
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 10_ DEBTORS AND OTHER ACCOUNTS RECEIVABLE
The breakdown of this entry at year end was as follows:
Trade debtors
Bad debt provision (impairment of value)
Trade debtors – net
Accounts receivable – related companies
Loans granted – related companies
Debtors for compensation from Public Administration
Current tax assets
Other accounts receivable
Debtors and other accounts receivable
Non-current debtors and other accounts receivable
Loans granted – related companies
Other accounts receivable
Non-current debtors and other accounts receivable
2005
148,266
(9,117)
139,149
449
—
141,764
17,680
110,491
409,533
—
29,896
29,896
2004
118,307
(7,781)
110,526
6,443
27,630
116,882
21,689
31,421
314,591
13,274
5,662
18,936
Current debtors and other accounts receivable
379,637
295,655
The entry “Debtors for compensation from Public Administration” includes the amounts pending to
be received from the Public Administrations granting concessions related to various agreements
reached (rate rebates, free-transit and others). These debtor balances accrue interest in favour of the
Group once the agreed expiry date has passed.
The debtor balances are shown at their nominal value and there are no significant differences with
respect to their fair value.
NOTE 11_ CASH AND CASH EQUIVALENTS
The breakdown of the cash balance and other equivalent assets at 31 December was as follows:
Cash and banks
Term deposits in credit institutions of less than 3 months
Cash and cash equivalents
2005
42,728
45,864
88,592
2004
23,537
—
23,537
5_1 consolidated annual accounts and management report
110
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 12_ NET EQUITY
The movement in consolidated net equity during the year was as follows:
Reserves (b)
Available-
for-sale
financial
Exchange
assets differences
Accumulated
profit and
other Minority
interest
reserves (c)
Total
Net
Equity
Capital (a)
Hedge
Reserve
At 1 January
2005
2,234,134
(3,997)
99,136 (23,627)
71,512
556,133
42,473 2,904,252
Income (expenses) carried to equity:
Available-
for-sale
financial
assets
Cash
flow
hedges
Exchange
differences
Actuarial
profits and
losses
Other
Profit for
the year
2004
final
dividend
2005 interim
dividend
Changes
in scope
Treasury
shares
Increase
in capital
At 31
December
2005
—
—
24,600
—
24,600
—
—
24,600
—
464
—
—
464
—
—
464
—
—
—
—
—
20,807
20,807
—
2,287
23,094
—
—
—
(5,442)
(501)
(5,943)
—
—
—
—
—
(1,916)
1,859
(57)
—
—
—
—
(164,477)
82,722
—
—
—
—
—
—
—
—
—
—
—
—
—
—
511,233
3,635
514,868
—
—
(137,870)
—
(137,870)
—
—
(144,764)
—
(144,764)
—
—
(4,426)
26,392
21,966
—
—
—
—
(164,477)
—
—
(82,722)
—
—
2,152,379
(3,533)
123,736
(2,820) 117,383
690,226
76,145 3,036,133
Note: Income and expenses recorded in net equity are shown net of any tax.
111
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Reserves (b)
Available-
for-sale
financial
Exchange
assets differences
Accumulated
profit and
other Minority
interest
reserves (c)
Total
Net
Equity
Capital (a)
Hedge
Reserve
At 1 January 2,155,351
2004
—
43,246
— 43,246
372,822
19,325 2,590,744
Income (expenses) carried to equity:
Available-
for-sale
financial
assets
Cash flow
hedges
Exchange
differences
Pension
differences
Other
Profit for
the year
2003
final
dividend
2004 interim
dividend
Change
in scope
Increase
in capital
At 31
December
2004
—
—
55,890
—
55,890
—
—
55,890
—
(3,997)
—
—
(3,997)
—
—
(3,997)
—
—
—
—
—
—
—
78,783
—
—
(23,627)
(23,627)
—
—
(23,627)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16,740
(1,971)
14,769
—
—
488,768
2,908
491,676
—
—
(117,125)
—
(117,125)
—
—
(126,289)
—
(126,289)
—
—
—
22,211
22,211
—
—
(78,783)
—
—
2,234,134
(3,997)
99,136 (23,627)
71,512
556,133
42,473 2,904,252
Note: Income and expenses recorded in net equity are shown net of any tax.
5_1 consolidated annual accounts and management report
112
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
a) Capital
The amount and movement in the entry “Capital” during the year was as follows:
Share capital
Share premium
Treasury shares
Total
At 1 January 2005
1,654,444
579,690
—
2,234,134
Net change in treasury shares
Increase
—
82,722
—
—
(164,477)
(164,477)
—
82,722
At 31 December 2005
1,737,166
579,690
(164,477)
2,152,379
At 1 January 2004
1,575,661
579,690
Net change in treasury shares
Increase
—
78,783
—
—
At 31 December 2004
1,654,444
579,690
—
—
—
—
2,155,351
—
78,783
2,234,134
At 31 December 2005, the share capital of abertis was made up of 579,055,443 shares with a
nominal value of 3 euros per share, fully subscribed and paid up and represented in the share register,
of which 542,019,077 shares are class A and 37,036,366 are Class B preference shares that have the
same rights as the ordinary shares and additionally will 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 at the time between the reference price of 14.87
euros per share and the weighted average price of the ordinary abertis shares in the quarter prior
to the due date, with a maximum payment of 4.25 euros per share. Therefore, if the weighted average
trade price in the last quarter prior to payment date (2007) were greater than or equal to 14.87
euros per share, no preferential dividend would be paid. At the close of 2004 the trading price of the
shares was 21.82 euros per share.
On 12 April 2005, the Annual Shareholders’ Meeting of abertis approved a bonus share issue to be
charged against the Revaluation Reserve Account of Royal Decree-law 7/1996, dated 7 June, with
one new share for every 20 shares held, representing a sum of 82,722 thousand euros. The movement
in the number of abertis shares during the year was as follows:
At 1 January
Bonus share issue
At 31 December
Number of ordinary shares
2004
2005
551,481,375
27,574,068
579,055,443
525,220,358
26,261,017
551,481,375
113
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
As the shares of abertis are bearer shares, the exact interest of shareholders in the share capital is
not known. However, based on the information available, the most significant holdings at 31 December
2005 are the following:
ACS, Actividades de Construcción y Servicios, S.A.
Caixa d’Estalvis i Pensions de Barcelona (“la Caixa”) (1)
Caixa d’Estalvis de Catalunya
Sitreba, S.L.
24.83%
23.28%
5.69%
5.50%
59.30%
(1) Caixa Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros (11.66%), VidaCaixa, S.A. de Seguros y Reaseguros (0.50%), Inversiones
Autopistas, S.L. (7.75%) and CaixaHolding, S.A., Sociedad Unipersonal (3.35%).
All the shares of abertis 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 and also form part of the Ibex 35 index. The Class B preference shares are traded under
the Fixing mode, where unique prices are set.
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.
Using the powers delegated by the Annual Shareholders’ Meeting during 2005 abertis has acquired
and sold its own shares on various occasions.
The movement recorded in the treasury shares portfolio during 2005 was as follows:
At 1 January 2005
Bought
Sold
At 31 December 2005
Number
Nominal value
Acquisition cost
—
8,685,832
(1,000,000)
7,685,832
—
26,057
(3,000)
23,057
—
185,877
(21,400)
164,477
On 16 December 2005, abertis acquired 8,685,832 of its own shares at a price of 21.40 euros each;
of these it sold 1,000,000 on 22 December 2005 at a price of 21.75 euros each. Consequently, on
31 December 2005 abertis held 7,685,832 of its own shares. In accordance with the mercantile law
in force, abertis has raised the corresponding unavailable reserve, which must be held until the shares
are disposed of or amortised.
5_1 consolidated annual accounts and management report
114
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
b) Reserves
i) Hedge reserve
Corresponds to the reserve generated by the cash component of changes in the fair value of the
derivative financial instruments designed and classified as cash flow hedges.
ii) Available-for-sale financial assets
Corresponds to the unrealised profits and losses that arise from changes in the fair value of investments
classified as available for future sale. The increase during the year corresponds to the revaluation of
shares held in the company Brisa (see Note 8).
iii) Exchange difference
The breakdown of this entry at 31 December was as follows:
Group
Associates
2005
(8,201)
5,381
(2,820)
2004
(19,789)
(3,838)
(23,627)
c) Accumulated profit and other reserves
The breakdown and movement in this entry at 31 December is as follows:
Actuarial
1 January profits and Distribution
of result
losses
2005
Profit
Interim
dividend
Change
in scope
Capital
increase Other
31
December
2005
31 December
2005
Revaluation
reserve of
Royal Decree
Law 7/1996,
of 7 June
400,712
—
—
—
—
— (82,722) — 317,990
Legal reserve
191,570
—
36,108
(5,442)
188,501
Accumulated (398,628)
profits
(excluding
results for
the year)
—
—
—
—
—
— —
227,678
(4,426)
— (1,916)
(221,911)
Results for
the year
Interim
dividend
Reserves
488,768
—
(488,768)
511,233
—
—
— —
511,233
(126,289)
—
126,289
—
(144,764)
—
— — (144,764)
556,133
(5,442)
(137,870) 511,233 (144,764)
(4,426) (82,722) (1,916) 690,226
115
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Actuarial
1 January profits and Distribution
of result
losses
2004
Profit
Interim
dividend
Change
in scope
Capital
increase Other
31
December
de 2005
479,495
—
—
—
—
—
(78,783) — 400,712
31 December
2004
Revaluation
reserve of
Royal Decree
Law 7/1996,
of 7 June
—
—
32,902
72,415
—
—
—
—
—
—
— —
191,570
— 16,740 (398,628)
Legal reserve
158,668
Accumulated (487,783)
profits
(excluding
results for
the year)
Results for
the year
Interim
dividend
342,717
—
(342,717)
488,768
—
—
— —
488,768
(120,275)
—
120,275
—
(126,289)
—
— — (126,289)
Reserves
372,822
—
(117,125) 488,768 (126,289)
— (78,783) 16,740 556,133
On 12 April 2005, the Annual Shareholders’ Meeting of abertis approved payment of a final dividend
for 2004 of 0.25 euros gross per share, which represents 137,870 thousand euros.
i) 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 in the above legislation.
If three years have passed since the balance sheet date when the revaluation was made without an
audit by the Tax Authorities, the revaluation operations are deemed to be correct and the balance
of the account accepted by the Tax Inspection, and accordingly, the balance is available for distribution
to:
• Offset book losses.
• Increase share capital.
• Create reserves freely available for distribution, ten years from the balance sheet date, containing
the revaluation operations.
The balance in 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
depreciated, transferred or written off the books. Given the line of business transferred to the subsidiary
company acesa in 2002, the requirement that the capital gain has been realised can only be
understood to be met when the company acquiring the revalued assets as part of the new activity
has depreciated those assets, or transferred or written them off the books.
5_1 consolidated annual accounts and management report
116
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
ii) Legal reserve
In accordance with 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, in the part that exceeds 10% of the capital 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 in the event of no other reserves being available.
iii) Profit for the year
The contribution from each company within the consolidation scope to consolidated profit is set
out below, with the minority interest shown separately:
Consolidated
result
Result due to
minority interest
Consolidated profit
due to parent company
acesa
aumar
iberpistas
aucat
saba
Acesa SGPS
Avasa
retevisión
Codad
GCO
tradia
Areamed
Parc Logístic de la Zona Franca
Alella
Abertis Finance BV
Sevisur
abertis logística
abertis airports
castellana
abertis telecom
ACDL/TBI
abertis
Group
213,612
145,362
41,612
27,508
16,094
16,046
12,626
8,386
8,009
6,077
2,245
1,097
943
172
165
(330)
(354)
(507)
(2,507)
(3,411)
(7,541)
(35,531)
449,773
—
—
—
—
(196)
—
—
—
(1,201)
(3,124)
—
—
—
—
—
132
—
—
—
—
754
—
(3,635)
213,612
145,362
41,612
27,508
15,898
16,046
12,626
8,386
6,808
2,953
2,245
1,097
943
172
165
(198)
(354)
(507)
(2,507)
(3,411)
(6,787)
(35,531)
446,138
117
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Consolidated
result
Profit due to
minority interest
Consolidated profit
due to parent company
Acesa Italia
Coviandes
Trados 45
Autema
Túnel del Cadí
Elqui
PTY
Cilsa
Gicsa
Aurea Ltd
serviabertis
Torre de Collserola
Iberpistas Chile
Arasur
saba associated companies
Aulesa
Irasa
Alazor
Equity Accounting
Results for the year
70,000
5,654
3,255
2,295
2,185
989
574
433
264
243
165
113
88
(174)
(557)
(1,744)
(7,077)
(11,611)
65,095
514,868
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,635)
70,000
5,654
3,255
2,295
2,185
989
574
433
264
243
165
113
88
(174)
(557)
(1,744)
(7,077)
(11,611)
65,095
511,233
d) Interim dividend and proposed dividends
The decision on the distribution of dividends is made on the basis of the parent company accounts
of Abertis Infraestructuras, S.A., under the mercantile legislation in force in Spain.
The dividends to be distributed to shareholders are recorded as liabilities in the Consolidated Annual
Accounts as soon as the dividends are approved by the Annual Shareholders’ Meeting (or by the
Board of Directors in the case of interim dividends) until their payment.
In 2005 an interim dividend totalling 144,764 thousand euros was paid, equivalent to 0.25 euros
gross per share, payable on all the shares that make up the share capital of Abertis Infraestructuras,
S.A.
The following provisional accounting statement was prepared by Abertis Infraestructuras, S.A., in
accordance with the legal requirements, demonstrating that there was sufficient profit in the period
to enable the distribution of the interim dividend, and justifying the existence of sufficient liquidity
to make the payment:
5_1 consolidated annual accounts and management report
118
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Net profit for the period from 1 January to 31 August 2005
Less:
Legal reserve
Maximum amount available for distribution
Amount proposed and distributed
Liquidity available prior to payment
Gross amount of interim dividend
Liquidity available after payment
173,793
(17,379)
156,414
144,764
1,011,226
(144,764)
866,462
The Administrators of Abertis Infraestructuras, S.A. will also submit the following proposed distribution
of results of abertis for 2005 to the Shareholders’ Meeting for approval:
Available for distribution
Distribution:
Dividends
Legal reserve
Voluntary reserves
387,551
289,528
38,755
59,268
387,551
In the event that on the dividend distribution date abertis were to hold treasury shares, these shares
would have the right to the final dividend and the corresponding amount would be transferred to
voluntary reserves.
e) Earnings per share
As shown below, the earnings per share are calculated by dividing the net profit for the year due to
the shareholders of abertis, by the weighted average number of shares in circulation during the year,
excluding the average number of treasury shares held by the Group.
119
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Net profit due to shareholders
Weighted average number of ordinary
shares in circulation (thousand)
Basic earnings per share (€/share)
Diluted earnings per share (€/share)
2005
511,233
565,125
0.905
0.905
2004
488,768
539,250
0.906
0.906
The increase in the weighted average number of ordinary shares is due to the bonus share issue of
one share for every 20 existing shares, approved by the Shareholders’ Meeting on 12 April 2005,
During the year, abertis has not carried out any operations that would make the basic earnings per
share different from the diluted earnings per share (which is obtained by making the above-mentioned
calculation on including the effect of potential shares that might exist – options, convertible bonds –
as if they were ordinary shares of abertis).
NOTE 13_FINANCIAL DEBT
The financial debt is comprised as follows:
Non-current
Loans from credit institutions
Bonds and other loans
Non-current financial debt
Current
Loans from credit institutions
Debts with companies under equity accounting
Bonds and other loans
Interest on loans and bonds
Current financial debt
2005
2004
988,867
2,238,456
3,227,323
1,014,917
3,114
10,773
1,028,804
60,392
1,089,196
1,405,439
1,395,858
2,801,297
492,960
17,891
178,050
688,901
32,923
721,824
Financial debt
4,316,519
3,523,121
5_1 consolidated annual accounts and management report
120
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The maturity of the non-current financial debt breaks down as follows:
Between 1 and 2 years
Between 2 and 5 years
More than 5 years
Non-current financial debt
2005
211,261
336,398
2,679,664
3,227,323
2004
261,710
618,362
1,921,225
2,801,297
The weighted average interest rate in 2005 of the bond issues and debt with credit institutions was
approximately 3.8%, and there were no significant fluctuations between currencies.
The book value and fair value of the non-current financial debt at the close of the year was as follows:
Loans from
credit institutions
Bonds
Non-current
financial debt
2005
2004
Book value
Fair value
Book value
Fair value
988,867
988,867
1,405,439
1,405,439
2,238,456
2,268,542
1,395,858
1,443,802
3,227,323
3,257,409
2,801,297
2,849,241
The book value of the current financial debt is similar to its fair value.
Group’s financial debt (without taking into account the currency swaps mentioned in Note 9) is
denominated in the following currencies:
Euro
US Dollar
Pound Sterling
Other currencies
Financial debt
2005
3,060,437
889,433
230,422
136,227
4,316,519
2004
2,747,170
534,538
204,224
37,189
3,523.121
121
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The Group has the following credit lines available and unused:
Floating rate:
Maturity in less than one year
Maturity in more than one year
Fixed rate:
Maturity in less than one year
Maturity in more than one year
Unused credit lines
2005
2,010,278
86,750
2,097,028
6,062
—
6,062
2,103,090
2004
40,347
4,412
44,759
516
29,289
29,805
74,564
The unused credit lines correspond primarily to a credit facility contracted at the end of the year
in relation to the acquisition of the concessionaire company Société des Autoroutes du Nord et de
l’Est de la France (Sanef) made at the beginning of 2006 (see Note 27).
NOTE 14_DEFERRED INCOME
The movement recorded during the year was as follows:
At 1 January 2005
Change in scope
Increase
Decrease
Exchange difference
At 31 December 2005
At 1 January 2004
Increase
Decrease
Exchange difference
At 31 December 2004
Capital subsidies
Other deferred income
Total
31,163
888
4,472
(4,953)
—
31,570
35,506
1,684
(6,027)
—
31,163
56,139
5,329
146
(6,880)
(208)
54,526
58,239
342
(2,442)
—
56,139
87,302
6,217
4,618
(11,833)
(208)
86,096
93,745
2,026
(8,469)
—
87,302
5_1 consolidated annual accounts and management report
122
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The capital grants basically correspond to retevisión and they have been granted by the European
Regional Development Fund (FEDER). These are recorded when the requirements for payment are
met and are released to results on a straight-line basis over the useful life of the asset financed.
“Other deferred income” at 31 December 2005, mainly includes:
• Compensation to aumar from the Public Administration for works carried out in Sagunto of 18,248
thousand euros (19,277 thousand euros in 2004). This is released to results over the life of the
concession (until 2019).
• Income for the cession of the use of assets (parking spaces of saba and fibre optic channels of
acesa) which are released to results on a straight-line basis over the life of the concession of the
assets subject to reversion. At year end the balance to be transferred to the profit and loss account
totalled 13,324 thousand euros and 8,001 thousand euros, respectively (13,871 thousand euros
and 10,603 thousand euros in 2004).
NOTE 15_TRADE CREDITORS AND SUNDRY CREDITORS
The breakdown of this account entry at 31 December was as follows:
2005
203,114
33,629
16,443
9,101
262,287
2004
148,174
22,074
14,971
7,263
192,482
Trade creditors
Debts with associated companies
Remuneration pending
Sundry creditors
Trade creditors and sundry creditors
NOTE 16_CORPORATION INCOME TAX
a) Fiscal information
Within the Group, abertis pays tax on a consolidated basis, as parent company of the tax group
that includes all subsidiary companies in which it holds at least a 75% interest and with tax residence
in Spain. The companies with tax residence in the United Kingdom pay tax on a combined basis in
the income-tax applied there. The other companies included in the consolidation scope are taxed
individually.
123
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
In general, the tax returns of companies with tax residence in Spain that form part of the Group are
open to inspection for the last four years for all the applicable taxes. The Tax Authorities have raised
tax assessments based on audits made between 1990 and 1993 for Corporation Tax and Payroll Tax,
and for 2000 and 2001 for Corporation Tax, of a general character for all companies in a tax
consolidation regime. These assessments, which have all been signed in disagreement, have been
appealed and are pending the decision of the Authorities.
The impact that may arise from these assessments, or other existing fiscal litigation, on the Group’s
equity is duly provided for.
Additionally, due to possible differences in the interpretation of the tax legislation applicable to
certain operations, there are specific tax liabilities of a contentious nature that are difficult to
quantify. Nevertheless, the tax that may be payable would not have a material impact on these
Consolidated Annual Accounts.
b) Tax expense on profit
The general Corporate Tax rate applicable in Spain is 35%. The reconciliation of the difference between
the reported profit before tax in the accounts and taxable profit is broken down in the annual report
of each company. The reconciliation of the theoretical tax imposed and the tax expense recorded
is as follows:
Profit before tax
Theoretical tax (35%)
Non-taxable income
Not deductible expenses
Offset of tax losses and tax credits
Other tax effects
Income tax expense
2005
738,506
258,477
(28,473)
21,771
(20,771)
(7,366)
223,638
2004
686,192
240,167
(8,882)
23,018
(8,014)
(51,773)
194,516
5_1 consolidated annual accounts and management report
124
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The main components of the Corporation Tax expense for the year are as follows:
Current tax
Deferred tax
Other
Tax expense
2005
210,533
6,930
6,175
223,638
2004
188,140
6,376
—
194,516
The tax expense reflected in the 2005 profit and loss account includes an additional net amount
of 6,175 thousand euros corresponding to taxes paid in other countries by Group companies of a
similar nature to Corporation Tax and regularisation in the calculation of the expense accrued in
2004, once the corresponding final returns were filed.
c) Deferred taxes
The balance of the deferred tax assets and liabilities and their movements during the year are as
follows:
2005
2004
Deferred
tax asset
408,322
(1,213)
—
106
Deferred
tax liability
(31,606)
(5,717)
(241,443)
1,967
Deferred
tax asset
408,197
(2,027)
—
2,152
Deferred
tax liability
(27,257)
(4,349)
—
—
407,215
(276,799)
408,322
(31,606)
At 1 January
Charges/(credits) in
profit and loss account
Charges/(credits) for
inclusion in consolidation scope
Charges/(credits)
to net equity
At 31 December
The balances of the deferred taxes shown in the balance sheet are as follows:
Non-current
2005
Current
Total
Non-current
2004
Current
Total
Deferred tax assets
391,033
16,182
407,215
Deferred tax liabilities
(264,986)
(11,813)
(276,799)
403,428
(31,267)
4,894
(339)
408,322
(31,606)
Net deferred taxes
126,047
4,369
130,416
372,161
4,555
376,716
125
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The inclusion of deferred tax liabilities due to changes in the consolidation scope correspond to TBI
(see Note 21), and relate mainly to the tax effect associated with recording the net assets and
liabilities acquired in the business combination at fair value.
The deferred tax assets recorded at the close of 2005 mainly correspond to the tax effects of the
IFRS adjustments made by the subsidiary companies in relation to the reversion of the financial debt
and the reversion fund recorded under the principles of the Spanish General Accounting Plan (PGC).
Current deferred taxes are recorded under “Current tax liabilities” which also includes the net debt
held with the Public Administration in relation to the various taxes that Group companies are subject
to pay.
The recoverability of the deferred tax assets is evaluated when they are generated on the basis of the
evolution of the companies’ expected results in the respective business plans.
The tax losses available for offset at 31 December 2005 total 140,331 thousand euros (161,102
thousand euros in 2004), with periods of maturity mainly between 2006 and 2018. Of these tax
losses, an amount of 38,835 thousand euros is included amongst deferred tax assets.
NOTE 17_LIABILITIES FOR EMPLOYEE BENEFITS
Amongst the liabilities with its employees, abertis, abertis logística, acesa, aucat, saba and
retevisión have commitments for defined pension plans on behalf of their employees, acting as
sponsors of Employment Pension Plans.
The different companies of the Group in Spain have defined benefit or defined contribution pension
liabilities, managed through insurance policies, as established in the legislation regarding the outsourcing
of pension commitments. In the international operations, these commitments are managed through
separate entities, except in those countries where the legislation allows internal funds to be maintained.
Together with the above-mentioned liabilities, an amount of 4,909 thousand euros is included as a
liability in the balance sheet corresponding to this account entry, relating to the valuation of the
commitments of retevisión with its employees arising from various long-term liabilities for the
employees’ length of service in the company.
The economic-actuarial information of the existing liability related to pension commitments of the
Group’s various companies with their employees is as follows:
5_1 consolidated annual accounts and management report
126
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0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
a) Defined contribution commitments
The amount recorded for the year as personnel expense in the profit and loss account due to defined
contribution commitments totals 3,459 thousand euros (2,483 thousand euros in 2004).
b) Defined benefit commitments
Except in those countries where the legislation allows internal funds to be maintained, pension
commitments are covered using insurance policies or separate entities, in accordance with the
applicable legislation in each country, with the amounts taken off the balance sheet. Nevertheless,
this account entry includes the hedging instruments (liabilities and assets affected) where the legal
obligation or implied obligation to meet the agreed benefits remains.
In relation to the defined benefit commitments maintained by different companies of the Group
with their employees, the reconciliation between the opening and closing balances of the actuarial
value of these liabilities is as follows:
At 1 January
Included in scope (*)
New commitments
Service costs for the year
Interest costs
Actuarial losses/(profits)
Benefit payments
Exchange difference
At 31 December
(*) Corresponds to ACDL/ TBI
2005
14,454
96,295
92
5,358
6,230
15,557
(2,357)
3,190
138,819
2004
12,433
—
—
1,319
546
807
(651)
—
14,454
127
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The reconciliation between opening and closing balances of the actuarial fair value of the assets for
these liabilities is as follows:
At 1 January
Included in scope (*)
New commitments
Expected yield on assets
Actuarial (losses)/profits
Contributions from Promoter
Benefits payments
Expenses
Exchange differences
At 31 December
(*) Corresponds to ACDL/ TBI
2005
13,412
75,365
5
6,061
9,614
6,855
(2,357)
(49)
2,334
111,240
2004
11,081
—
—
455
558
1,969
(651)
—
—
13,412
Amongst the affected assets linked to insurance policies, an amount of 15,616 thousand euros is
held with related entities.
The annual movement in the liability recorded on the balance sheet was as follows:
At 1 January
Included in scope (*)
Increase charged to:
Profit and loss account
Net equity
Contributions from Sponsor
Exchange difference
At 31 December
(*) Corresponds to ACDL/ TBI
2005
1,042
20,930
5,663
5,943
(6,855)
856
27,579
2004
1,352
—
1,659
—
(1,969)
—
1,042
5_1 consolidated annual accounts and management report
128
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0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The expected overall yield on the assets has been calculated in the following manner:
• For the commitments of Spanish companies, by the discount rate used in determining the liability.
• For the commitments of international companies, market yield expectations for assets with similar
characteristics (money market, fixed income or equity) over the entire life of the liabilities related
to the assets in question.
The main actuarial hypotheses used at the balance sheet date are as follows:
Discount rate (based on type
of commitment and country)
Rate of salary increase (based on
type of commitment and country)
Pension commitments in Spain:
Mortality tables
Disability tables
2005
2.88% - 4.85%
2004
3.92%
3% - 4%
3% anual
PERMF200p
InvAbs_SS90
PERMF200p
InvAbs_SS90
NOTE 18_ PROVISIONS AND OTHER LIABILITIES
The balance of provisions and other liabilities is as follows:
Provisions
Other creditors
Provisions and other liabilities
2005
70,246
108,569
178,815
The breakdown and movement of the provisions is as follows:
At 1 January
Included in scope (*)
Charge in consolidated profit and loss account
Amounts not applied and reversed
Applications for the year
Exchange difference
At 31 December
(*) Corresponds to ACDL/ TBI
2005
59,090
13,031
17,014
(5,024)
(13,910)
45
70,246
2004
59,090
69,742
128,832
2004
63,435
—
6,554
(3,846)
(7,053)
—
59,090
129
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The provisions at close on 31 December 2005 include a tax provision of 5,418 thousand euros
(11,402 thousand euros in 2004) corresponding mainly to the settlement of Taxes on Real Estate
claimed by certain City Councils, which have been appealed in the courts. Furthermore, the provision
for tax assessments that have been appealed has been included. These appeals are pending resolution
by the authorised judicial bodies.
“Other creditors” includes the balance due to the Public Treasury by the subsidiary company acesa
following the commitment assumed in the merger agreement of the company that previously held
the concession on the Montmeló-El Papiol stretch (20,973 thousand euros). This amount will be
reimbursed during the last five years of the concession period (2017-2021). Similarly, provisions are
included for future investments in replacement and substitution as described in Note 3.a.
NOTE 19_INCOME AND EXPENSES
a) Rendering of services
Details of the rendering of services by category are as follows:
Toll income
Discounts and rebates on tolls
Other services rendered
Other
Rendering of services
2005
1,191,931
(37,852)
668,224
1,937
1,824,240
2004
1,136,285
(35,757)
388,612
1,351
1,490,491
The other services rendered include income from car park operations, income from the management
of telecommunication infrastructures and in 2005, income for management of airports.
b) Other operating income and other income
These account entries include income for rate compensation, disposal of assets, etc.
During 2005 the compensation for rate revisions not authorised by the Ministry of Public Works
from the year 2000 corresponding to the concessionaire companies of Spanish highways under state
title were received and recorded as “Other operating income”. The amounts had been claimed in the
corresponding tribunals.
“Other income” principally includes the profit obtained from the disposal of fixed assets and
investments in companies.
5_1 consolidated annual accounts and management report
130
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
c) Personnel expenses
The breakdown of personnel expenses by item is as follows:
Wages and salaries
Social Security levies
Pension costs, defined contribution plan
Pension costs, defined benefits plan
Cost of other long-term commitments
Other social expenses
Personnel expenses
2005
240,719
51,161
3,459
5,663
516
12,003
313,521
2004
185,649
47,049
2,483
1,232
632
4,659
241,704
The average number of employees in abertis and its subsidiary companies during the year, broken
down by category, is as follows:
Permanent:
Management
Middle management
Other employees
Temporary employees
Average number of employees
d) Financial results
2005
185
1,410
5,286
950
7,831
The breakdown of financial income and expenses by item is as follows:
Interest and other income
Dividends
Financial income
Interest on loans from credit institutions and other loans
Financial expenses
2005
37,434
17,026
54,460
(218,809)
(218,809)
2004
174
1,287
3,363
844
5,668
2004
9,084
13,885
22,969
(147,631)
(147,631)
131
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 20_CONTINGENCIES AND COMMITMENTS
At 31 December 2005 the Group had guarantees to third parties provided by financial institutions
for an amount of 371,147 thousand euros (337,501 thousand euros in 2004). Of this amount,
111,863 thousand euros (92,098 thousand euros in 2004) corresponds to guarantees related to
operating commitments of the different companies of the Group. The rest corresponds to certain
commitments assumed by investee companies (investments, financing, etc). These commitments
are not expected to generate significant costs.
At the end of the financial year there are no significant investments committed that have not been
explained in these Consolidated Annual Accounts.
The subsidiary company acesa, has set up guarantees in certain situations on bank loans granted to its
subsidiary company GCO, with the outstanding balance of these loans of 33, 819 thousand euros (121,325
thousand Argentine pesos) at 31 December 2005. The toll income is pledged as guarantee of the repayment
of this debt.
NOTE 21_BUSINESS COMBINATIONS
The fair value at acquisition date of the assets and liabilities acquired is basically determined using valuation
techniques. The most significant acquisition made in 2005 was of the company TBI, Plc. as explained below,
consisting mainly of net assets acquired in tangible and intangible assets (concessions and licences to operate
in certain airports, commercial agreements with certain airports and airlines, etc). The main valuation method
used has been the analysis of discounted cash flows that the identified intangible assets generate.
At the beginning of 2005 the abertis Group completed the acquisition of all the share capital of TBI, Plc.
through its subsidiary Airport Concessions Development Limited (ACDL) in which abertis holds 90 %,
following a Public Takeover Bid for the shares made at the end of the previous year.
The TBI Group, which is basically engaged in the management of airport services under various companies
in different countries, operates (under concession or through ownership) eight international airports (Europe,
the United States and South America) and fully or partially manages, on behalf of governments or local
authorities, another six airports.
The business acquired in ACDL/TBI generated income for the Group of 252,626 thousand euros in 2005 and
a net loss of 6,787 thousand euros.
The net assets acquired and the goodwill generated on acquisition of the TBI group by ACDL breaks down
as follows:
Acquisition price (*):
Total acquisition price
Fair value of net assets acquired
Goodwill on acquisition
(*) Information expressed in thousand euros using the exchange rate applicable at time of acquisition
795,126
491,841
303,285
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The fair value of the net assets acquired includes the valuation of some identified intangible assets,
consisting mainly of a concession contract on an airport, licences to operate in the other airports,
commercial agreements with airlines, etc.
The goodwill on acquisition, which is generated mainly as the balancing entry for the recognition
of deferred taxes corresponding to the higher fair value attributed to the net assets acquired compared
to the tax value, is justified by the profitability of the business acquired and the synergies that are
expected to be generated following the acquisition by the Group.
The assets and liabilities resulting from the acquisition are as follows:
Cash and cash equivalents
Fixed assets
Concessions and licences (Intangible assets)
Inventories
Accounts receivable
Accounts payable
Retirement obligations
Debt
Net deferred tax liabilities
Net assets
Minority interest
Net assets acquired
Total acquisition price
Cash and cash equivalents
Cash outgoings in acquisition
Fair value
Debit/(Credit)
52,377
528,892
569,003
1,593
46,294
(127,192)
(19,169)
(324,020)
(234,081)
493,697
1,856
491,841
795,126
(52,377)
742,749
Book value
52,377
528,892
279,671
1,593
28,723
(121,760)
(19,169)
(317,878)
(22,491)
409,958
1,856
408,102
795,126
(52,377)
742,749
NOTE 22_ SHAREHOLDINGS IN MULTIGROUP COMPANIES
The Group has shareholdings in the following multigroup companies consolidated by proportional
integration:
Company
Avasa
Areamed
PLZF
Activity
% Shareholding
Highway concessionaire
Operation of service areas
Logistic services
50%
50%
50%
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The effect of the proportional integration of multigroup companies on the annual consolidated
accounts of the Group is as follows:
2005
2004
ASSETS
Non-current assets
Current assets
LIABILITIES
Non-current liabilities
Current liabilities
NET ASSETS
RESULTS
Income
Expenses
Profit attributed to shareholders of the Company
381,155
9,832
390,987
315,325
19,716
335,041
55,946
81,304
(66,634)
14,670
404,725
12,134
416,859
320,661
28,817
349,478
67,381
79,848
(63,127)
16,721
Note: These amounts have been included in the consolidated balance sheet and the consolidated profit and loss account
NOTE 23_INFORMATION ON THE ENVIRONMENT
The criteria of the Group is to give maximum attention to environmental protection and conservation
activities, with each subsidiary company adopting the necessary measures to minimise the
environmental impact of the infrastructures managed in order to achieve the maximum possible
integration with their respective surroundings.
The Group has invested the amount of 4,282 thousand euros in 2005 on improving the environment
through the following activities:
• Cleaning, landscaping, planting and clearing along the highways, as well as improvement in services
and rest areas, and carrying out work to reduce the visual impact and noise levels.
• Collection and removal of dangerous urban waste.
• Implementation of measures to reduce noise pollution in airports, optimisation of water management
and energy consumption, and the promotion of various recycling systems for the waste generated
by aircraft.
5_1 consolidated annual accounts and management report
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NOTE 24_ SEGMENT REPORTING
The different activities of the Group are organised and administrated separately according to the
nature of the infrastructures managed, with each segment forming a strategic business unit that
manages different types of infrastructures in different markets.
The business segments have been defined as primary segments with secondary segments based on
geographical area, in accordance with the origin and predominant nature of the risks and rewards,
growth opportunities and expectations of the Group, which are much more closely linked to the
different activities undertaken than to the geographic areas where the operations occur.
The business segments have been defined as the combination of assets and operations allocated
to the management of infrastructures subject to risks and rewards that are distinct from other
business segments. The main factors considered in the identification of business segments has been
the nature of the infrastructures managed and the operations carried out.
The Group has decided to provide the results of each of these segments, including the profit on
operations, as this is the level at which the entries for ordinary operating income and expenses can
be directly attributed or reasonably allocated to the segments, coinciding with the management
information used by the administrators to control the results of each segment.
a) Business segments
Management of the Group is organised by the following business segments:
• Highways: construction, conservation and operation of highways under concession; management
of highway concessions in Spain and internationally; construction of highway infrastructures and
complementary activities to construction, conservation and operation of highways.
• Car parks: construction and/or operation or sale or car parks, garages, service stations, commercial
premises and other services directly related with these activities.
• Telecommunications: establishment of all types of infrastructures and/or communication networks,
as well as the supply, management, commercialisation and distribution of all types of related
services, including the establishment and operation of fixed and mobile telecommunication networks
and the supply of any type of service for these networks.
• Airports: construction and management of airports that are owned or under concession.
• Logistic services: protection, promotion, management, maintenance and operation of all types of
infrastructures for logistics of every aspect.
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Others: corresponds mainly to the activity carried out by the Parent Company (holding company,
leadership and management of the Group companies) and other companies that provide services
and financing to Group companies,
The operating result for each segment in the financial year and the share of the associated companies
in the results are broken down as follows:
31 December 2005
Highways
Car Parks
Telecom
Airports
Logistics
Other
Eliminated
Total
1,155,465
100,008
273,712
275,432
16,921
2,702
— 1,824,240
—
—
—
—
— 14,937
(14,937)
—
757,545
26,751
25,400
32,704
2,896 (12,627)
—
832,669
65,115
(557)
113
—
259
165
—
65,095
Rendering of
services to
third parties
Rendering
of services
between
segments
Profit on
operations of
segment
Share in result
of associated
companies
31 December 2004
Highways
Car Parks
Telecom
Airports
Logistics
Other
Eliminated
Total
1,104,066
88,046
260,489
20,692
15,588
1,610
— 1,490,491
—
—
—
—
— 14,165
(14,165)
—
702,556
23,168
15,813
14,951
1,963 (18,323)
—
740,128
94,106
(342)
—
—
(118)
53
— 93,699
Rendering of
services to
third parties
Rendering
of services
between
segments
Profit on
operations of
segment
Share in result
of associated
companies
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Other items, which do not generate cash flows, included in the operating profit of the segments are:
31 December 2005
Allocation
to
amortisation
Trading
provisions
Highways
Car Parks
Telecom
Airports
Logistics
Other
Total
(213,492)
(15,310)
(73,675)
(64,955)
(3,058)
(1,010)
(371,500)
(927)
(70)
(678)
689
(7)
1,151
158
(214,419)
(15,380)
(74,353)
(64,266)
(3,065)
141
(371,342)
31 December 2004
Allocation
to
amortisation
Provision
for asset
impairment
Trading
provisions
Highways
Car Parks
Telecom
Airports
Logistics
Other
Total
(208,091)
(14,042)
(71,380)
(3,411)
(2,700)
(2,766)
(302,390)
—
—
(4,451)
—
(3,214)
—
(7,665)
(489)
(78)
(1,586)
—
—
(146)
(2,299)
(208,580)
(14,120)
(77,417)
(3,411)
(5,914)
(2,912)
(312,354)
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The assets and liabilities of the segments at 31 December, as well as the investment in assets made
during the year are as follows:
31 December 2005
Highways Car Parks Telecom Airports
Logistics
Other Eliminated (*)
Total
Assets
3,982,119
470,236
717,202 1,579,213
89,645
4,927,899
(3,979,980)
7,786,334
Associated Co’s
621,963
2,103
3,747
—
32,525
—
—
660,338
Total assets
4,604,082 472,339 720,949 1,579,213 122,170 4,927,899
(3,979,980) 8,446,672
Total
liabilities
2,322,810 224,263 406,591 980,636
39,500 3,765,514
(2,328,775) 5,410,539
183,637
58,033
57,151
85,553
11,670
1,596
—
397,640
Investment
in fixed and
intangible assets
(*) Corresponds only to the elimination of assets and liabilities of the Group assigned to different segments
31 December 2004
Highways Car Parks Telecom Airports
Logistics
Other Eliminated (*)
Total
Assets
4,204,414 296,745 762,210
62,508
82,321 6,805,995
(5,950,777) 6,263,416
Associated Co’s
577,031
1,164
5,156
220,653
27,744
19
—
831,767
Total assets
4,781,445 297,909 767,366
283,161 110,065 6,806,014
(5,950,777) 7,095,183
Total
liabilities
2,431,534 142,284 449,893
69,169
45,287 3,493,483
(2,440,719) 4,190,931
105,280
49,556
34,104
104
13,513
282
— 202,839
Investment
in fixed and
intangible assets
(*) Corresponds only to the elimination of assets and liabilities of the Group assigned to different segments
The assets of the segments mainly include the tangible fixed assets, intangible assets, inventories,
accounts receivable, operating cash and deferred taxes.
The liabilities of the segments are operating liabilities, which include the debt raised to finance the
activity.
Investment in fixed and intangible assets represents the addition of tangible fixed assets and intangible
assets.
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b) Geographic segments
Income from the rendering of services, assets and investment in assets by geographical segment is
shown below, based on their location.
31 December 2005
Spain
Rest of Europe
Latin America and USA
Other countries
Associated companies
Eliminated (*)
Rendering of services
Assets
Investment in assets
1,490,796
234,530
95,665
3,249
—
—
6,542,120
2,051,556
504,978
11,779
660,338
(1,324,099)
308,825
80,586
8,229
—
—
—
Total
1,824,240
8,446,672
397,640
(*) Corresponds only to the elimination of Group assets assigned to different segments
31 December 2004
Spain
Rest of Europe
Latin America and USA
Other countries
Associated companies
Eliminated (*)
Rendering of services
Assets
Investment in assets
1,421,870
18,463
49,201
957
—
—
5,697,364
483,930
223,499
414
831,767
(141,791)
198,161
104
4,574
—
—
—
Total
1,490,491
7,095,183
202,839
(*) Corresponds only to the elimination of Group assets assigned to different segments
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NOTE 25_RELATED PARTIES
a) Administrators and Senior Management
Annual remuneration of the Board Members for their services to the Board of Directors of the
Company is fixed as a share in the liquid profits. It can only be paid out once the payment of dividends
and obligatory transfers to reserves are covered, and it can not exceed, under any circumstances,
two percent of the profits. The Board of Directors may distribute this sum amongst its members in
the form and amount it decides. Overall remuneration paid to directors of Abertis Infraestructuras,
S.A., as members of the Board of Directors, totalled 1,562 thousand euros in 2005, which is less than
the statutory limit
Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was 2,096
thousand euros, in fixed remuneration.
In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received are
contributions made to cover pension liabilities and life insurance, totalling 1,713 thousand and 34
thousand euros, respectively.
The total remuneration to Board Members of Abertis Infraestructuras, S.A. in the other companies
of the group was 674 thousand euros and in associated companies it was 150 thousand euros.
Remuneration, corresponding to 2005, of the members of Senior Management, (managing directors
and senior personnel of the abertis Group that carry out their management functions under direct
control of the Board of Directors, Executive Committee or Chief Executive Officer of Abertis
Infraestructuras, S.A.), totalled 3,780 thousand euros.
In addition, members of Senior Management have received, as other benefits, contributions related
to pension and life insurance obligations of an amount of 112 thousand and 18 thousand euros,
respectively.
The retirement benefits received by former members of Senior Management totalled 629 thousand
euros in 2005.
Abertis Infraestructuras, S.A. does not use any remuneration systems 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) Significant shareholders
A shareholder with a significant influence in the Parent Company is defined as having the right to
propose a board member for appointment or having an interest of more than 5% (see Note 12.a).
The breakdown of balances and transactions with significant shareholders is as follows:
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i) Bond issues, loans and credit lines received
At 1 January
Loans/bonds received during the year
Amortisations made of loans/bonds
Credit lines drawn down (annual net)
Accrued interest
Interest paid
At 31 December
ii) Swaps contracted
2005
304,269
90,000
(76,800)
(7,672)
35,306
(35,306)
309,797
2004
369,057
100,000
(85,406)
(79,382)
27,890
(27,890)
304,269
The swaps contracted with related entities as exchange rate and/or interest rate hedges total
1,024,831 thousand euros (780,910 thousand euros in 2004).
iii) Financing retirement obligations
Contributions of an amount of 3,734 thousand euros have been made to an insurance policy taken
out with a related company to cover the obligations for benefits to Group employees.
iv) Purchase of goods and services
Purchase of goods:
Acquisition of fixed assets
Construction permits
Financial leases
Services purchased:
Reception services
Credit card commissions
Purchase of goods and services
v) Obligations and contingencies
2005
8,946
83,083
2,893
7,287
4,629
106,838
2004
22,010
5,225
3,012
9,310
4,081
43,638
There are obligations for the purchase of goods and services in the amount of 57 million euros related
to successful tenders for works pending certification.
The limit conceded by related entities and not drawn down on the credit lines at the end of the year
totalled 480,000 thousand euros.
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There are lines of guarantees in place with related entities with a limit of 108,000 thousand euros.
At the end of the year of 75,339 thousand euros has been used up.
c) Other information on the Board of Directors
In accordance with the provisions of article 127. 4 of the Spanish Public Companies Act, introduced
by Law 26/2003, of 17 July, which amended the Securities Market Act, Law 24 of 28 July 1988, and
the Spanish Companies Act, aimed at increasing the transparency of listed companies, the companies
with the same, similar or complementary nature as the activity of the Company in which members
of the Board of Directors have shareholdings, as well as the functions that they carry out, if applicable,
are shown below:
Shareholder
Company
held
Activity
Shareholding
% capital
Functions
Isidro Fainé Casas
Telefónica, S.A.
Telecommunications
0.003
Deputy Chairman
Pablo Vallbona Vadell ACS, Actividades
de Construcción
y Servicios, S.A.
Ángel García
Altozano
ACS, Actividades
de Construcción
y Servicios, S.A.
Construction
and services
Construction
and services
Saba
Aparcamientos, S.A.
Car Parks
0.0160
—
0.0113
Corporate General
Manager
0.0000055
Board Member
Telecommunications
2.10
Caixa d’Estalvis
de Catalunya
Dragados, S.A.
Retevisión
Móvil, S.A.
Ferrocarriles del
Norte de
Colombia, S.A.
Aufe, S.A.
Aunor, S.A.
Infrastructure
concessionaire
Infrastructure
concessionaire
Infrastructure
concessionaire
Concesionaria
Vial del Sur, S.A.
Infrastructure
concessionaire
Autopistas
del Sol, S.A.
Infrastructure
concessionaire
ACS, Actividades
de Construcción
y Servicios, S.A.
Construction
and services
Antonio García
Ferrer, representing
Comunidades
Gestionadas, S.A.
—
—
—
—
—
5.32
78.00
85.00
25.00
6.40
0.002
Deputy Chairman
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A
Shareholder
Company
held
José Luis
Olivas Martínez
Fomento de
Construcciones y
Contratas, S.A.
Activity
Construction
and services
Telefónica, S.A.
Telecommunications
0.00039
Logistics
Infrastructure
concessionaire
Infrastructure
concessionaire
Infrastructure
concessionaire
Infrastructure
concessionaire
Ausur Servicios de
la Autopista, S.A.
Autopista del Sol
Concesionaria
Española, S.A.
Autopista del
Sureste,
Concesionaria
Española de
Autopistas, S.A.
Inversora de
Autopistas
del Sur, S.L.
Autopista de la
Costa Cálida,
Concesionaria
Española de
Autopistas, S.A.
Sociedad Municipal
de Aparcamientos
y Servicios, S.A.
Sevisur
Logística, S.A.
Centro Integral
de Mercancías, S.A.
Red de Banda Ancha
de Andalucía, S.A.
Montes de Piedad y
Caja de Ahorros de
Ronda, Cádiz,
Almería, Málaga y
Antequera (Unicaja)
(until
29/11/2005)
Car Parks
24.50
Logistics
Logistics
10.00
10.28
Telecommunications
5.83
Islalink, S.A.
Telecommunications
13.70
Val
Telecomunicaciones, S.L. Telecommunications
7.77
Shareholding Functions
% capital
0.00004
5.00
20.00
5.00
10.00
—
4.50
Board member
—
—
—
—
—
—
—
—
—
—
—
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With respect to positions or functions, in accordance with the abovementioned text, a list is provided
below of the Board Members that hold positions in companies with activities that are the same,
similar or of a complementary nature to the business purpose of Abertis Infraestructuras, S.A.
Board Member
Company
Position
Isidro Fainé Casas
Brisa Auto-Estradas de Portugal, S.A.
Board Member
Pablo Vallbona Vadell
ACS, Actividades de Construcción y Servicios, S.A.
Deputy Chairman
Iberpistas, Sociedad Anónima Concesionaria
del Estado
Chairman
G3T, S.L.
Iberpistas, Sociedad Anónima Concesionaria
del Estado
Board Member
Ángel García Altozano
ACS, Servicios, Comunicaciones y Energía, S.L.
Board Member
ACS, Servicios y Concesiones, S.L.
Board Member
Dragados Concesiones de Infraestructuras, S.A.
Board Member
Dragados, S.A.
ACS Telefonía Móvil, S.L.
Xfera Móviles, S.A.
Abertis Telecom, S.A.
Saba Aparcamientos, S.A.
Inversora de Infraestructuras, S.L.
Salvador Alemany Mas
Autopistas Concesionaria Española, S.A.
TBI plc
Board Member
Personal representative
of the Sole Administrator
of ACS, Actividades de
Construcción y Servicios, S.A.
Chairman
Board Member
Board Member
Personal representative
of the Sole Administrator
of ACS, Actividades de
Construcción y Servicios, S.A.
Board Member
Chairman and Chief
Executive Officer
Iberpistas, S.A. Concesionaria del Estado
Board Member
Autopistes de Catalunya, S.A. Concessionària
de la Generalitat de Catalunya Aucat, S.A.
Acesa Italia, S.R.L.
Castellana de Autopistas, S.A. Concesionaria
del Estado
Sole Administrator
Chairman
Sole Administrator
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Board Member
Company
Salvador Alemany Mas
Autostrade S.p.A.
Saba Aparcamientos, S.A.
Position
Board Member
Sole Administrator
Societat Pirenaica d’Aparcaments, S.A.
Board Member
Areamed 2000, S.A.
Parc Logístic de la Zona Franca, S.A.
Centro Intermodal de Logística, S.A.
Abertis Telecom, S.A.
Retevisión I, S.A.
Tradia Telecom, S.A.
Abertis Aeroports, S.A.
Abertis Logística, S.A.
Abertis Logística, S.A.
ACS, Servicios y Concesiones, S.L.
Deputy Chairman
Deputy Chairman
Deputy Chairman
Chairman and Chief
Executive Officer
Sole Administrator
Sole Administrator
Sole Administrator
Deputy Chairman
Board Member
Board Member
Caixa d’Estalvis
de Catalunya
Dragados, S.A.
Antonio García Ferrer,
representing
Comunidades
Gestionadas, S.A.
Vasco de Mello
Brisa Auto-estradas de Portugal, S.A.
Miguel Ángel
Telefónica Internacional
Gutiérrez Méndez
Telesp – Brasil
Chairman
Board Member
Board Member
Ernesto Mata López
Autopistas Aumar, S.A. Concesionaria del Estado
Board Member
Finally, the Company is not aware that any of the above-mentioned Board members carry out on
their own account or on behalf of others the same, similar or complementary activity as that which
constitutes the business purpose of Abertis Infraestructuras, S.A.
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NOTE 26_OTHER INFORMATION
a) Remuneration of auditors
During 2005 the fees invoiced by PricewaterhouseCoopers Auditores, S.L. and other companies trading
under the PricewaterhouseCoopers mark for auditing the annual accounts of the Group totalled 495
thousand and 635 thousand euros, respectively.
In addition, the fees received during the year by other companies trading under the name
PricewaterhouseCoopers for other services provided totalled 946 thousand euros.
Additionally, the fees invoiced during 2005 by other auditors for auditing the annual accounts of
Group companies and other services provided totalled 158 thousand and 196 thousand euros,
respectively.
b) Financial plan
In accordance with the provisions laid down in current legislation, the concessionary companies of
Spanish highways have their respective financial plans approved by the corresponding Administration.
c) Concession contracts
The main concession contracts held by the subsidiary Companies of the abertis Group are as follows:
• Concession contract for the construction, maintenance and operation of highways signed between
the Government of Catalonia (Generalitat de Catalunya) and the Ministry of Public Works (Ministerio
de Fomento) with acesa of the C-32 and C-33 highways of the Catalan Government and the AP-
7 and AP-2 highways of the Central Government, with the contract ending on 31 August 2021.
• Concession contract for the construction, maintenance and operation of the C-32 Pau Casals
highway, between the Catalan Government and aucat, with the contract ending on 26 January
2039.
• Concession contract for the construction, maintenance and operation of the toll Highways AP-7
(Tarragona-Valencia and Valencia-Alicante) and AP-4 (Seville-Cadiz) entered into by the Ministry
of Public Works and aumar, which terminates on 31 October 2019. aumar, in turn, has contracted
with the Ministry of Public Works the provision of maintenance services and the operation of the
bridge over the Bay of Cadiz, which is toll free, for extendible four year periods, which was extended
in 2004 until 31 December 2008.
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• Concession contract for the construction, maintenance and operation of the Villalba-Adanero
Highway, entered into by the Ministry of Public Works and iberpistas (AP-6), which terminates
on 29 January 2018.
• Concession contract for the construction, maintenance and operation of the stretches of the AP-
6 toll highway connection with Segovia (AP-61) and AP-6 connection with Ávila (AP-51) entered
into by the Ministry of Public Works and castellana, which terminates in November 2031.
• Concession contract for the construction, maintenance and operation of the Bilbao-Zaragoza
section of the Ebro Highway, now known as the AP-68 highway, entered into by the Ministry of
Public Works and avasa, which terminates on 11 November 2026.
• Concession contract for the construction, maintenance and operation of the Autopista del Oeste,
entered into by the Argentine Government and GCO, which terminates on 31 December 2018.
• Concession contract for the construction, maintenance and operation of the second runway of the
El Dorado Airport in the city of Bogota, Colombia, entered into by the Unidad Administrativa Especial
de la Aeronáutica Civil (Special Civil Aeronautic Administrative Unit) and Codad, which terminates
on 8 June 2025.
saba operates various car parks under concession (contracts signed with local Administrations in the
different countries where it operates):
• Spain: 66 operating centres (car parks and metered street parking areas) with a total of 25,388
spaces. The average time to maturity of all the concessions is 24 years.
• Italy: 33 operating centres with 13,952 spaces and an average time to maturity of all the concessions
of 27 years.
• Portugal: 16 car parks providing 6,034 spaces under various concessions, with an average time to
maturity of 21 years.
• Chile: 3,804 spaces in 10 operating centres with an average time to maturity of the concessions
of 27 years.
• Morocco: 5 operating centres with a total of 3,393 parking spaces and an average time to maturity
of 11 years.
Sevisur is located on land owned by the Seville Port Authority released under an administrative
concession for a period of 30 years.
TBI operates five airports under concession:
• London Luton, with 9.1 million passengers in 2005, whose concession runs to August 2028.
• Orlando Sandford, with 1.6 million passengers in 2005.
• La Paz, Santa Cruz and Cochabamba, Bolivian airports with 2.2 million passengers in 2005, whose
concessions conclude in March 2022.
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NOTE 27_SUBSEQUENT EVENTS
In February 2006, Holding d’Infrastructures de Transport SAS (HIT), a company in which abertis
holds a majority shareholding together with other shareholders (Caisse des Dépôts, Predica, Axa, and
the Société Foncière, Financière et des Participations), acquired from the French State 75.65% of
the toll highway concessionaire Société des Autoroutes du Nord et de l’Est de la France (Sanef). This
operation was duly authorised by the French Government through the signing of a ministerial decree,
with the acquisition being completed by the transfer of its shareholding in Sanef to the consortium
HIT for an amount of 4,028 million euros.
In addition, HIT has presented a Public Takeover Bid to the French Financial Markets Authority for
the outstanding 24.35% that is traded on the Paris Stock Exchange.
In February 2006, the Ministry of Public Works (Ministerio de Fomento) and acesa reached an
agreement to widen the AP-7. The agreement (pending authorisation of the Ministerial Council) will
represent a substantial improvement of the Mediterranean corridor (widening to 3 lanes for a stretch
of 123 kilometres, to 4 lanes on the Girona ring-road and the replacement of 3 trunk road tollgates
with on and off-ramp tollgates), whereby the increased capacity will lead to a better service for
clients.
NOTE 28_TRANSITION TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS)
As indicated in Note 2.a) these Consolidated Annual Accounts for the year ended 31 December 2005
are the first accounts prepared in accordance with the International Financial Reporting Standards
(IFRS). Accordingly, the IFRS-1 “First time adoption of the International Financial Reporting Standards”
has been applied at the transition date (1 January 2004), with the corresponding opening balance
sheet having been prepared under IFRS at that date to provide comparative consolidated accounts
for 2004. The date of adopting the IFRS by the Group is from 1 January 2005.
The conversion of the consolidated financial statements prepared under Spanish GAAP to the IFRS
requires the use of these accounting policies backdated to the transition date, except in those cases
established by IFRS-1, be they of an obligatory or voluntary nature. The exemptions adopted by the
Group are detailed below:
a) Business combinations
It has been decided not to restate the business combinations which took place prior to the transition
date (1 January 2004), maintaining the existing net goodwill in the consolidated annual accounts
of 31 December 2003 prepared under Spanish GAAP.
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b) Fair value as attributed cost
Fixed assets have been valued at the book value on the transition date recorded under local accounting
standards, which in some cases include revaluations permitted under legislation in force at that date.
No asset has been revalued to its fair value at the transition date of 1 January 2004.
c) Employee remuneration
In application of IAS-19, all accumulated actuarial profits and losses at 1 January 2004 have been
recognised, with an impact on net equity of very little significance given that under Spanish GAAP
actuarial profits and losses were recognised practically in full.
d) Accumulated exchange differences
The accumulated exchange differences at 1 January 2004 have been valued at zero (with the existing
balance on that date transferred to accumulated Profits).
e) Retrospective application of IAS-32 and IAS-39 (Financial Instruments)
IAS-32 and IAS-39 on derivative financial instruments and financial assets and liabilities have been
applied retrospectively, as well as the hedges existing in the 2004 comparative information.
Consequently, accounting of hedges has been practiced since 1 January 2004, only if the hedge
relationship meets the requirements of efficiency established in IAS-39 (Financial instruments:
recognition and valuation).
f) Designation of financial assets and liabilities
The Group has reclassified various assets as available-for-sale investments at 1 January 2004.
g) Accounting estimates
The accounting estimates made under IFRS at 1 January 2004 are coherent with those made on the
same date under Spanish GAAP, given that there is no evidence that these estimates were erroneous.
h) Assets held for sale and discontinued activities
Management of the Group has decided to apply IFRS 5 prospectively from 1 January 2005, whereby
any asset held for sale or any discontinued activity is only recognised from 1 January 2005.
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In the preparation of the consolidated balance sheet at 1 January 2004 (transition date) and at 31
December 2004 under IFRS, the Group has made certain adjustments and reclassifications with
respect to figures included in the 2004 consolidated accounts under Spanish GAAP. The reconciliation
between the consolidated net equity of the Group at 1 January 2004 and 31 December 2004 and
the consolidated profit for 2004 obtained under Spanish GAAP and IFRS is detailed as follows:
Note
1 January
2004
2004 profit
attributed to
shareholders
of abertis
Reserves,
accumulated
profit and other
reserves
Minority
interest
31 December
2004
Net equity under
Spanish GAAP
Fixed assets
Goodwill
Reversal of
financial debt
recorded
Changes in
consolidation
scope
Minority interest
Derivative financial
instruments
Deferred taxes
Intangible assets
Negative
consolidation
differences
Other
Net equity
under IFRS
3,107,354
(178,333)
—
(440,467)
467,291
(26,934)
54,727
(18,327)
(256,951)
(2,435)
—
6,955
—
—
—
—
3,317,694
(207,702)
54,727
(451,839)
43,246
—
55,890
—
99,136
19,325
(38,350)
80,923
(12,001)
40,889
—
(14,950)
(3,567)
1,190
(1,474)
—
(2,600)
(1,847)
1,145
—
23,148
—
42,473
(55,900)
—
—
—
75,509
(9,666)
39,415
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
(31,842)
2,590,744
30,812
488,768
1,435
—
405
(198,408)
23,148
2,904,252
The equity adjustments are shown net of the corresponding tax impacts that may exist, including
for each item the amounts for fully and proportionally consolidated companies, as well as companies
consolidated under equity accounting.
The main differences in net equity at 1 January and 31 December 2004 and in 2004 profit between
Spanish GAAP and IFRS are as follows:
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a) Fixed assets
Under the sector adaptation of Spanish GAAP, concession assets are depreciated on a straight line
basis over their useful life and, in addition, allocations are made to a reversion fund so that the asset
to be returned is fully depreciated at the end of the concession. The annual allocation to the reversion
fund is calculated in line with income (generally increasing) from the concession, where the resulting
depreciation of the assets increases.
Under IFRS the fixed assets should be depreciated on a straight-line basis over their useful life or
the concession period, whichever is less. This adjustment has been recorded against reserves at 1
January 2004, net of its corresponding tax impact.
The breakdown of the net impact on the main entries affected in the balance sheet is as follows:
Debit / (Credit)
1 January 2004
31 December 2004
Cancellation reversion fund
Accumulated depreciation of fixed assets
Provision for replacement of investments
Tax impact of previous adjustments
Impact on companies consolidated by equity accounting
Other adjustments
2,212,528
(2,414,629)
(48,045)
87,551
(19,096)
3,358
(178,333)
2,382,664
(2,617,747)
(50,680)
100,017
(25,429)
3,473
(207,702)
b) Goodwill
Under IFRS-3 goodwill is no longer amortised on a straight-line basis as it was under the Spanish
GAAP. Instead it is subject to an annual impairment test.
The adjustment recorded corresponds to the reversal of the allocation made for the amortisation
of goodwill under Spanish GAAP in 2004.
c) Reversal of the financial debt recorded
Under the sector adaptation of Spanish GAAP, once operations have commenced the financial charge
generated from financing investments in the construction of highways under concession must
deferred over the life of the concession, based on the income forecast over the concession period.
Independently of the financial charge accrued, each year a financial expense is charged to results,
which is calculated in line with the income for the year and the total income forecast over the
concession period. If the difference between the financial charge accrued and that charged to results
is positive, it is recorded as a deferred expense in the balance sheet, whereas the amount recorded
is reduced when the accrued expense is less than that charged to results.
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Under IFRS, in general, financial expenses cannot be recognised once an investment in assets has
become operative. The adjustment of the interest recognised has been recorded against accumulated
profits, under IFRS, net of their corresponding tax impact.
The breakdown of the net impact on the main balance sheet entries affected is as follows:
Debit / (Credit)
1 January 2004
31 December 2004
Reversal of financial charge recorded
Tax impact of previous adjustments
Impact on companies consolidated by equity accounting
Other adjustments
(542,568)
189,899
(91,324)
3,526
(440,467)
(534,048)
186,917
(101,409)
(3,299)
(451,839)
d) Changes in consolidation scope
Under Spanish GAAP it is assumed that a company exercises significant influence in the company
in which it has invested (and therefore it is an associated company and can be consolidated by
equity accounting) if its shareholding is more than 20%, or 3% in the case of listed companies.
Under IFRS, the shareholdings in listed companies that do not meet with the definition of associated
companies outlined in Note 2.b) (under Spanish GAAP shareholdings of more than 3% in listed
companies is not contemplated) are classified as available-for-sale investments and recorded at fair
value.
The impact recorded due to changes in the consolidation scope corresponds to the Brisa shareholding
(a listed Portuguese highway concessionaire in which abertis holds 10%), which is not consolidated
by equity accounting because it is considered that abertis does not exert significant influence, and
consequently, is recorded at market value (listed price).
Debit / (Credit)
1 January 2004
31 December 2004
Goodwill Brisa as per Spanish GAAP
Investment in associated companies as per Spanish GAAP
Value of Brisa shares
(176,674)
(131,080)
351,000
43,246
(170,578)
(135,286)
405,000
99,136
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e) Minority interest
In accordance with IFRS, minority interest should be presented as part of net equity, separated from
the equity attributed to the shareholders of abertis. The amount of the adjustment includes the
incorporation of the balance recognised under Spanish GAAP at 1 January 2004 of 27,844 thousand
euros (46,187 thousand euros at 31 December 2004), and the negative effect of the minority interest
of the other IFRS adjustments, of 8,519 thousand euros at 1 January 2004 and 3,714 thousand euros
at 31 December 2004, generated mainly in relation to the entries for tangible and intangible fixed
assets and the reversal of financial debt recorded.
f) Derivative financial instruments
As indicated in Note 3.e, under IFRS the derivative financial instruments must be recorded at fair
value, with an impact on reserves or profit and loss depending on their nature and whether they are
classified as hedges, and the type of hedge.
At 1 January 2004 the impact of all the derivative financial instruments existing on that date was
recorded against reserves on first-time adoption of IFRS, net of their corresponding tax impact.
The amounts in the balance sheet at 31 December 2004 are those shown in Note 9.
g) Deferred taxes
This corresponds mainly to the accounting treatment under IAS 12 (Corporation Tax) of certain
deferred taxes not considered under Spanish GAAP. The effect recorded includes an amount of 68,993
thousand euros corresponding to the amount of a deferred tax recognised under IAS in the company
Autostrade (included in the consolidated accounts of the associated company Schemaventotto).
h) Intangible assets
Under Spanish GAAP criteria, the intangible assets that are expected to generate profits in future
years are recognised at cost, adjusted for the accumulated amortisation calculated on a straight-
line basis over the period in which they are expected to generate said profits. These intangible assets
do not meet the conditions which define an asset under IFRS and have been eliminated from the
balance sheet with a charge against accumulated profits, net of their tax effect.
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i) Negative consolidation differences
Under Spanish GAAP, the negative consolidation differences (negative goodwill) arising from the
elimination of investments against the net equity of the investment on the date of acquisition that
were not included in the value of the assets and liabilities of the entity being consolidated, were
recorded as a liability as “Negative consolidation differences”, which was reversed annually against
the profit and loss account. In accordance with IFRS-3, the negative consolidation difference pending
reversal has been adjusted against accumulated profits.
j) Others
Under this entry different items are included that were accounted for under Spanish GAAP in 2004
whilst under IFRS they are recorded against first-time adoption reserves.
In addition to the impacts on the consolidated balance sheet indicated above as counterpart to the
IFRS equity adjustments, the following significant reclassifications have made in the balance sheet
at 31 December 2004 under IFRS compared to the balance sheet under Spanish GAAP at the same
date:
• Under IFRS the goodwill corresponding to associated companies of a value of 188,183 thousand
euros is shown as a higher amount of the shareholdings in associated companies instead of under
the Goodwill entry.
• Those deferred tax assets classified as “Other long-term credits” under Spanish GAAP for an amount
of 151,038 thousand euros, are shown as “Deferred tax assets” in the assets of the consolidated
balance sheet under IFRS.
• As mentioned above, the total amount of the accumulated exchange differences at 1 January 2004
recorded under Spanish GAAP of 165,194 thousand euros has been transferred to accumulated
profits under IFRS.
As a result of the transition to IFRS, there have not been significant reclassifications in the profit and
loss account for 2004, other than those arising due to the impacts on the profit and loss account
detailed above.
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ANNEX I
Subsidiary companies included in the consolidation scope
Company
Registered office
DIRECT SHAREHOLDINGS
Abertis Infraestructuras Finance, B.V.
Rokin, 55 1012KK. Amsterdam. Netherlands
Serviabertis, S.L.
Highway operations
Autopistas, C.E.S.A. (acesa)
Av. del Parc Logístic, 12-20. Barcelona
Av. del Parc Logístic, 12-20. Barcelona
Autopistas Aumar, S.A.C.E. (aumar)
Paseo de la Alameda, 36. Valencia
Iberpistas, S.A.C.E.
Aurea Limited
Pío Baroja, 6. Madrid
180 Strand. London. United Kingdom
Holding d’Infraestructures de Transport
105 Rue de l'Abbe Groult 75015. Paris 15. France
Promoción de Autopistas de Chile Limitada (Iberpistas Chile)
Gertrudis Echenique, 30. Las Condes-Santiago. Chile
Gestión Integral de Concesiones S.A. (GICSA)
Montalbán, 5. Madrid
Autopistas de Puerto Rico y Compañía, S.E. (APR)
Montellano Sector Embalse San José. San Juan de Puerto Rico 00923. Puerto Rico
Car Parks
Saba Aparcamientos, S.A. (saba)
Av. del Parc Logístic, 12-20. Barcelona
Logistics
Abertis Logística, S.A.
Telecommunications
Abertis Telecom, S.A.
Airports
Abertis Aeroports, S.A.
Av. del Parc Logístic, 12-20. Barcelona
Av. del Parc Logístic, 12-20. Barcelona
Av. del Parc Logístic, 12-20. Barcelona
Airport Concession and Development Limited (ACDL)
159, New Bond Street. London W1S 2UD. United Kingdom
Compañía de Desarrollo Aeropuerto Eldorado, S.A. (CODAD)
Aeropuerto Eldorado, Muelle Internacional, piso 2, Costados Sur. Bogotá D.C. Colombia
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 annual accounts with which it should be read.
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Shareholding
Cost
(thousand euros)
% (*)
Company owning
shareholding
Consolidation method
Activity
Auditor
abertis
abertis
abertis
abertis
abertis
abertis
abertis
2,000
100,00%
3
100.00%
1,647,187
100.00%
991,587
100.00%
223,560
100.00%
23,363
100.00%
42
805
60
4,640
Fully consolidated
Financial services
Equity accounting
Administrative management services
Fully consolidated
Toll highway concessionaire
Fully consolidated
Toll highway concessionaire
Fully consolidated
Toll highway concessionaire
PwC
PwC
PwC
PwC
PwC
Equity accounting
Holding company
Other auditors
100.00%
Fully consolidated
Holding company
100% (1)
abertis / Gicsa
Equity accounting
Toll highway concessionaire
PwC
PwC
99.80%
75.00%
abertis
abertis
Equity accounting
Infrastructure administration and management
N/A
Equity accounting
Infrastructure concessionaire
Other auditors
231,296
99.28%
abertis
Fully consolidated
Car park operator
PwC
72,993
100.00%
abertis
Fully consolidated
Logistics promotion and technical assistance
PwC
326,433
100.00%
abertis
Fully consolidated
Telecommunication services
Other auditors
2,256
100.00%
abertis
Fully consolidated
Promotion, construction, management
and operation of airports
531,314
45,751
90.00%
85.00%
abertis
abertis
Fully consolidated
Holding company
Fully consolidated
Construction and maintenance
of airports
PwC
PwC
Other auditors
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N
A
Subsidiary companies included in the consolidation scope
Company
Registered office
INDIRECT SHAREHOLDINGS
Through Autopistas, C.E.S.A.
Autopistas-Conces. Espanhola, SGPS, S.A.
Rua General Norton de Matos, 21-A. Arquiparque Algés Oeiras. Portugal
Acesa Italia, S.R.L.
Via delle Quatro Fontane, 15. Rome. Italy
Autopistes de Catalunya, S.A. (aucat)
Av. del Parc Logístic, 12-20. Barcelona
Grupo Concesionario del Oeste, S.A. (GCO) (2)
Ruta Nacional nº 7, km 25,92. Ituzaingó. Argentina
Through Iberpistas, S.A.C.E.
Castellana de Autopistas, S.A.C.E.
Pío Baroja, 6. Madrid
Autopistas de León, S.A.C.E. (AULESA)
Villadangos del Páramo. Ctra. Santa María del Páramo. León
Ibermadrid de Infraestructuras, S.A.
Pío Baroja, 6. Madrid
Through Iberpistas Chile
Gestora de Autopistas, S.A. (GESA)
Through Saba Aparcamientos, S.A.
Andrés Bello, 2777. Las Condes. Santiago. Chile
Spel-Sociedade de Parques de Estacionamiento, S.A. (SPEL)
Guedes de Azevedo, 148-180. Porto. Portugal
Saba Italia, S.p.A.
Parbla, S.A.
Via delle Quatro Fontane, 15. Rome. Italy
Sabino Arana, 38. Barcelona
Saba Estacionamientos de Chile, S.A.
Andrés Bello, 2777. Las Condes. Santiago. Chile
Societat Pirenaica d’Aparcaments, S.A. (SPASA)
Pau Casals, 7. Escaldes-Engordany. Principality of Andorra
Societat d’Aparcaments de Terrassa, S.A. (SATSA)
Plaça Vella, subsuelo. Terrassa
Rabat Parking S.A.
Liz Estacionamientos
Saba Campo San Giacomo
Parcheggi Pisa
Saba Park Chile, S.A.
Rue de Larache, 8. Rabat. Morocco
Guedes de Azevedo, 148-180. Oporto. Portugal
Via delle Quatro Fontane, 15. Rome. Italy
Via delle Quatro Fontane, 15. Rome. Italy
Andrés Bello, 2777. Las Condes. Santiago. Chile
Concesionaria Subterra
Andrés Bello, 2777. Las Condes. Santiago. Chile
Concesionaria Subterra Dos
Andrés Bello, 2777. Las Condes. Santiago. Chile
Saba Park Chile Servicios, S.A.
Andrés Bello, 2777. Las Condes. Santiago. Chile
Concesionaria Estacionamientos Paseo Bulnes, S.A.
Andrés Bello, 2777. Las Condes. Santiago. Chile
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 consolidated annual accounts with which it should be read.
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Shareholding
Cost
(thousand euros)
% (*)
Company owning
shareholding
Consolidation method
Activity
Auditor
309,353
100.00%
acesa
Fully consolidated
Holding company
Other auditors
194,291
100.00%
acesa
Equity accounting
Holding company
162,352
100.00%
acesa
Fully consolidated
Toll highway concessionaire
24,498
48.60%
acesa
Fully consolidated
Toll highway concessionaire
234,000
100.00%
iberpistas
Fully consolidated
Toll highway concessionaire
43,168
79.20%
iberpistas
Equity accounting
Toll highway concessionaire
352
100.00%
iberpistas
Equity accounting
Dormant
1,041
51.00%
Iberpistas Chile
Equity accounting
Toll highway concessionaire
38,418
99.28%
23,326
99.28%
1,880
99.28%
11,500
99.27%
100
89.35%
5,874
87.41%
1,138
50.63%
250
50.63%
saba
saba
saba
saba
saba
saba
saba
Spel
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Other auditors
Fully consolidated
Car park operator
100
98.29%
Saba Italia
Fully consolidated
Car park operator
35
69.50%
Saba Italia
Fully consolidated
Car park operator
1,606
98.68%
1,248
99.26%
805
99.26%
52
99.26%
Saba Estacionamientos
de Chile, S.A.
Saba Estacionamientos
de Chile, S.A.
Saba Estacionamientos
de Chile, S.A.
Saba Estacionamientos
de Chile, S.A.
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
Fully consolidated
Car park operator
312
98.68%
Saba Park Chile, S.A.
Fully consolidated
Car park operator
PwC
PwC
PwC
PwC
PwC
N/A
PwC
PwC
PwC
N/A
PwC
N/A
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
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Subsidiary companies included in the consolidation scope
Company
Registered office
Through abertis logística
Sevisur Logística, S.A.
Through abertis telecom
Retevisión I, S.A.
Moratín, 1. Seville
Gran Via de les Corts Catalanes, 130-136. Barcelona
Tradia Telecom, S.A.
Motors, 392. L'Hospitalet de Llobregat. Barcelona
Servicios Audiovisuales Alella, S.L.
Gran Via de les Corts Catalanes, 130-136. Barcelona
Adquisición de Emplazamientos, S.L. (ADESAL)
Motors, 392. L'Hospitalet de Llobregat. Barcelona
Through ACDL
TBI plc
TBI Finance Ltd
Airport Group International Holdings LLC
159, New Bond Street. London W1S 2UD. United Kingdom
159, New Bond Street. London W1S 2UD. United Kingdom
c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. USA
TBI International Airports Limited
159, New Bond Street. London W1S 2UD. United Kingdom
TBI Global Limited
TBI Aiviation Limited
TBI Financial Investments Limited
TBI (US) Holdings Limited
159, New Bond Street. London W1S 2UD. United Kingdom
159, New Bond Street. London W1S 2UD. United Kingdom
c/o PricewaterhouseCoopers LLP, 68-73 Queen Street. Edinburgh UK
159, New Bond Street. London W1S 2UD. United Kingdom
TBI Airport Holdings Limited
159, New Bond Street. London W1S 2UD. United Kingdom
TBI Costa Rica SRL
Forum Business Park, Building G, Fourth Floor. Santa Ana. Costa Rica
Stockholm Skavsta Flygplats AB
Box 44, 611 22 Nyköping. Sweden
TBI Global (Business Travel) Limited
159, New Bond Street. London W1S 2UD. United Kingdom
TBI US Operations Inc
c/o Corporation Service Company, 2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808. USA
Belfast International Airport Holdings Limited
159, New Bond Street. London W1S 2UD. United Kingdom
LLAG Investors (UK) Limited
London Luton Airport Group Limited
Cardiff International Airport Limited
159, New Bond Street. London W1S 2UD. United Kingdom
159, New Bond Street. London W1S 2UD. United Kingdom
159, New Bond Street. London W1S 2UD. United Kingdom
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 consolidated annual accounts with which it should be read.
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Auditor
PwC
Other auditors
Other auditors
Other auditors
N/A
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
Shareholding
Cost
(thousand euros)
% (*)
Company owning
shareholding
Consolidation method
Activity
5,402
60.00%
abertis logística
Fully consolidated
181,152
100.00%
abertis telecom
Fully consolidated
134,497
100.00%
abertis telecom
Fully consolidated
4,968
100% (3)
retevisión / tradia
Fully consolidated
Construction and operation
of logistic parks
Telecommunications
infrastructure operator
Telecommunications
infrastructure operator
Audiovisual and
telecommunication services
3
100.00%
tradia
Equity accounting
Dormant
810,803
90.00%
ACDL
Fully consolidated
Holding company
132,278
90.00%
TBI plc
Fully consolidated
Financial services
125,141
90.00%
TBI plc
Fully consolidated
Holding company
59,003
90.00%
TBI plc
Fully consolidated
Holding company
-
-
90.00%
TBI plc
90.00%
TBI plc
Fully consolidated
Dormant
Fully consolidated
Aircraft leasing
102
90.00%
TBI Finance Ltd
Fully consolidated
Finance company
38,452
90.00%
12,916
90.00%
-
90.00%
27,166
81.09%
TBI International Airports
Limited
TBI International Airports
Limited
TBI International Airports
Limited
TBI International Airports
Limited
Fully consolidated
Holding company
Fully consolidated
Holding company
Fully consolidated
Technical consulting services
Fully consolidated
Airport management and operation
PwC
-
90.00%
TBI Global Limited
Fully consolidated
Dormant
56,609
90.00%
TBI (US) Holdings Limited
Fully consolidated
Holding company
105,647
90.00%
TBI Airport Holdings Limited
Fully consolidated
Holding company
88,148
90.00%
TBI Airport Holdings Limited
Fully consolidated
Holding company
76,143
90.00%
TBI Airport Holdings Limited
Fully consolidated
Holding company
56,037
90.00%
TBI Airport Holdings Limited
Fully consolidated
Airport management and operation
PwC
PwC
PwC
PwC
PwC
PwC
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Subsidiary companies included in the consolidation scope
Company
Registered office
TBI Overseas Holdings Inc
c/o Corporation Service Company, 2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808. USA
Orlando Sanford International Inc
2 Red Cleveland Boulevard, Suite 210, Sanford, Florida, FL32773. USA
TBI Real Estate Holdings LLC
TBI Airport Management Inc
Orlando Sanford Domestic Inc
TBI Cargo Inc
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808. USA
PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2. Canada
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808. USA
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808. USA
Belfast International Airport Limited
Belfast International Airport, Aldergrove, BT29 4AB. Ireland
Aldergrove Airports Limited
159 New Bond Street. London W1S 2UD. United Kingdom
Aldergrove International Airports Limited
Belfast International Airport, Aldergrove, BT29 4AB. Ireland
London Luton Airport Operations Limited
159 New Bond Street. London W1S 2UD. United Kingdom
MB 121 Limited
TBI Overseas (UK) LLC
TBI (US) LLC
TBI Toronto Inc
159 New Bond Street. London W1S 2UD. United Kingdom
c/o Corporation Service Company, 2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808. USA
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808. USA
PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2. Canada
Airport Group New York Inc
c/o CT Corporation System, 818 West 7th Street, Los Ángeles, CA 90017. USA
TBI Airport Management Canada Inc
66 Wellington Street West, Suite 3600, Toronto, Ontario. Canada
Aldergrove Car Parks Limited
Belfast International Airport, Aldergrove, BT29 4AB. Ireland
TBI Overseas (Bolivia) LLC
c/o Corporation Service Company, 2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808. USA
TBI Partnership
PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2. Canada
Servicios de Aeropuertos Bolivianos, S.A.
Santa Cruz de la Sierra. Santa Cruz, Bolivia
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 consolidated annual accounts with which it should be read.
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Shareholding
Cost
(thousand euros)
% (*)
Company owning
shareholding
Consolidation method
Activity
Auditor
120,594
90.00%
TBI US Operations Inc
Fully consolidated
Holding company
6,616
90.00%
TBI US Operations Inc
Fully consolidated
Airport management and operation
2,667
90.00%
TBI US Operations Inc
Fully consolidated
Real estate
781
90.00%
TBI US Operations Inc
Fully consolidated
Airport management and operation
-
90.00%
TBI US Operations Inc
Fully consolidated
Airport management and operation
-
90.00%
TBI US Operations Inc
Fully consolidated
Air cargo
486,695
90.00%
-
90.00%
-
90.00%
7,696
90.00%
-
90.00%
Belfast International
Airport Holdings Limited
Belfast International
Airport Holdings Limited
Belfast International
Airport Holdings Limited
London Luton Airport
Group Limited
Cardiff International
Airport Limited
Fully consolidated
Airport management and operation
Fully consolidated
Dormant
Fully consolidated
Dormant
Fully consolidated
Airport management and operation
PwC
Fully consolidated
Dormant
25,452
90.00%
TBI Overseas Holdings Inc
Fully consolidated
Technical consulting services
17,597
90.00%
TBI Overseas Holdings Inc
Fully consolidated
Holding company
779
90.00%
TBI Airport Management Inc
Fully consolidated
Airport management and operation
1
90.00%
TBI Airport Management Inc
Fully consolidated
Dormant
-
90.00%
TBI Airport Management Inc
Fully consolidated
Airport management and operation
-
90.00%
Belfast International
Airport Limited
Fully consolidated
Car park operator
17,597
90.00%
TBI (US) LLC
Fully consolidated
Holding company
-
90.00%
TBI Toronto Inc
Fully consolidated
Airport management and operation
3,225
90.00%
TBI Overseas (Bolivia) LLC
Fully consolidated
Airport management and operation
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
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ANNEX II
Multigroup companies included in the consolidation scope
Company
Registered office
Through Iberpistas S.A.C.E.
Autopistas Vasco-Aragonesa, C.E.S.A. (AVASA)
Barrio de Anuntzibai, s/n 48410. Orozco. Vizcaya
Through abertis logísitica
Areamed 2000, S.A.
Vía Augusta, 21-23. Barcelona
Parc Logístic de la Zona Franca, S.A. (PLZF)
Av. del Parc Logístic, 2-10. Barcelona
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 consolidated annual accounts with which it should be read.
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N
N
A
Shareholding
Cost
(thousand euros)
% (*)
Company owning
shareholding
Consolidation method
Activity
Auditor
219,996
35
11,871
50
50
50
iberpistas
Proportional integration
Toll highway concessionaire
PwC
abertis logística
Proportional integration
Operation of service areas
abertis logística
Proportional integration
Promotion and operation
of logistic parks
Other auditors
Other auditors
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ANNEX III
Associate companies included in the consolidation scope
Company
Registered office
Shareholding
Cost
(thousand euros)
% (*)
Assets
DIRECT SHAREHOLDINGS
Concesionaria Vial de los Andes, S.A.
(COVIANDES)
Pt Operational Services Limited (PTY)
Autopistas del Sol, S.A. (AUSOL)
Sociedad Concesionaria del Equi, S.A. (ELQUI)
INDIRECT SHAREHOLDINGS
Through Autopistas C.E.S.A.
Túnel del Cadí, S.A.C.
Autopista Terrassa-Manresa, Autema,
Concessionària de la Generalitat
de Catalunya, S.A. (AUTEMA)
Schemaventotto, S.p.A.
Carretera novena, 126-91. Santafé
Bogotá. Colombia
1, Lavender Road. Bon Accord 009.
Pretoria. South Africa
Leandro N. Alem, 986, piso 4.
Buenos Aires. Argentina
Av. Andrés Bello, 2777. Las Condes.
Santiago. Chile
17,789
39.04
131,618
0
33.30
4,890
147,548
31.59
203,543
22,748
25.00
461,092
Carretera de Vallvidrera a St. Cugat,
km 5,3. Barcelona
26,205
37.19
124,012
Autopista C-16, km 41. Barcelona
46,292
23.72
238,402
Corso Trieste. 170. 10024
Moncalieri (Italy)
194,107
13.33
2,329,850
Autostrade, S.p.A. (4)/(5)
Via Bergamini, 50. Rome. Italy
2,044,204
6.68
16,142,250
Through Aumar, S.A.C.E
Ciralsa, S.A.C.E.
Av. Maisonnave, 41. Alicante
12,542
25.00
162,574
Through Iberpistas, S.A.C.E.
Autopista Trados-45, S.A. (TRADOS-45)
Ctra. M-203 P.K. 0,280. Madrid
Alazor Inversiones, S.A.
Carretera M-50, km. 67,5.
Área de Servicio la Atalaya
Villaviciosa de Odón. Madrid
46,150
66,460
50.00
31.22
193,873
745,754
Infraestructuras y Radiales, S.A. (IRASA)
Golfo de Salónica, 27. Madrid
20,032
22.5 (6)
473,280
M-45 Conservación, S.A.
Ctra. M-203 P.K. 0,280. Madrid
277
25.00
761
Accesos de Madrid, C.E.S.A.
Carretera M-50, km. 67,5
Área de Servicio la Atalaya
Villaviciosa de Odón. Madrid
212,205
31.22
1,043,799
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 consolidated annual accounts with which it should be read.
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R
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N
N
A
Liabilities
Income
Profit/
(Loss)
Company owning
shareholding
Consolidation
method
Activity
Auditor
101,391
31,773
22,761
abertis
Equity accounting
Infrastructure concessionaire
Other auditors
3,055
8,961
1,724
abertis
Equity accounting
Operation and maintenance
Other auditors
332,132
43,166
(4,052)
abertis
Equity accounting
Toll highway concessionaire
PwC/Other auditors
362,180
23,885
15,403
abertis
Equity accounting
Toll highway concessionaire
Other auditors
96,823
20,082
6,555
acesa
Equity accounting
Toll highway concessionaire
Other auditors
306,986
35,619
9,677
acesa
Equity accounting
Toll highway concessionaire
PwC
270,609
- 394,606
Acesa Italia
Equity accounting
Holding company
Other auditors
12,777,877
2,223,279
662,376
Schemaventotto
Equity accounting
Toll highway concessionaire
Other auditors
112,407
9,360
-
aumar
Equity accounting
Constrution, maintenance
and operation of toll highways
Other auditors
165,792
22,482
6,510
iberpistas
Equity accounting
Infrastructure concessionaire
PwC
550,418
178
(6,886)
iberpistas
Equity accounting
Holding company
Other auditors
468,945
-
(15,479)
iberpistas / Avasa
Equity accounting
208
1,291
-
Trados-45
Equity accounting
Administration and management
of infrastructures
Other auditors
Conservation and maintanence
of highways
Other auditors
898,808
16,981 (37,143)
Alazor Inversiones
Equity accounting
Toll highway concessionaire
Other auditors
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Associate companies included in the consolidation scope
Company
Registered office
Shareholding
Cost
(thousand euros)
% (*)
Assets
Autopista del Henares, S.A.C.E. (HENARSA)
Golfo de Salónica, 27. Madrid
426,550
22.50
451,002
Erredosa Infraestructuras,S.A. (ERREDOSA)
Golfo de Salónica, 27. Madrid
61
22.50
55
Through Aurea Ltd.
Road Management Group (RMG)
Through saba
130, High Street Old. Woking Surrey.
United Kingdom
9,242
25.00
454,729
Las Mercedes Sociedad Concesionaria, S.L.
Las Mercedes, s/n. Las Arenas-Getxo. Vizcaya
Parcheggi Bicocca
Port Mobility
Through abertis logística
Via delle Quatro Fontane, 15, Rome. Italy
Via delle Quatro Fontane, 15. Rome. Italy
539
44
150
33.09
24.82
9.93
10,134
21,541
2,040
Araba Logística, S.A. (ARASUR)
Fueros, 15. Vitoria
7,469
42.61
58,348
Centro Intermodal de Logística, S.A. (CILSA)
Av. Ports d’Europa, 100. Barcelona
25,429
32.00
131,561
Through abertis telecom
Torre de Collserola, S.A.
Consorcio de Telecomunicaciones Avanzadas
Ctra. de Vallvidrera al
Tibidabo, s/n. Barcelona
Av. Juan Carlos I, 59.
Espinardo. Murcia
3,483
41.75
22,511
250
25.00
989
Emissions Digitals de Catalunya, S.A.
Av. Diagonal, 477, planta 1ª.
Barcelona
300
10.00
3,078
(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies held.
This annex forms part of Note 2.b of the notes to the 2005 consolidated annual accounts with which it should be read.
(1) abertis shareholding: 100%. Direct 99.75%; indirect through Gicsa 0.25%.
(2) The shares of GCO are traded on the Argentina Stock Exchange. The average share price of the last quarter of 2005 was 1.91 Argentine pesos.
At the end of the year, the share price was 1.85 Argentine pesos. The company holds 57.6% of the voting rights.
(3) Indirect shareholding of abertis: 100%. Indirect through retevisión: 78.37% and tradia: 21.63%.
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N
N
A
Liabilities
Income
Profit/
(Loss)
Company owning
shareholding
Consolidation
method
Activity
Auditor
54,513
16,232
(11,493)
1
-
(2)
Infraestructuras
y Radiales
Infraestructuras
y Radiales
Equity accounting
Toll highway concessionaire
Other auditors
Equity accounting
Administration and management Other auditors
of infrastructures
441,342
59,035
971
Aurea Limited
Equity accounting
Toll highway concessionaire
Other auditors
-
saba
Equity accounting
Car park operator
(1,426)
Saba Italia
Equity accounting
Car park operator
PwC
PwC
-
Saba Italia
Equity accounting
Car park operator
Other auditors
9,859
21,467
540
41,955
180
254
-
-
(387)
abertis logística
Equity accounting
89,605
13,144
1,352
abertis logística
Equity accounting
13,684
3,976
173
retevisión
Equity accounting
-
(27)
tradia
Equity accounting
Construction and operation
of logistic parks
Construction and operation
of logistic parks
PwC
Other auditors
Construction and operation
of telecommunication
infrastructures
Other auditors
Provision of services
for operators and
telecommunication concessions
N/A
53
16
tradia
Equity accounting
Radio and TV signal transmission
N/A
17
32
(4) The shares of Autostrade, S.p.A. are traded on the Milan Stock Exchange. The average share price of the last quarter of 2005 was 19.45 euros. At the end
of the year, the share price was 20.26 euros.
(5) Consolidated information at 30 September 2005.
(6) Indirect shareholding of abertis: 22,5%. Indirect through iberpistas, S.A.C.E.:15% and Avasa: 7,5%.
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5_1 consolidated annual accounts and management report
ABERTIS INFRAESTRUCTURAS, S.A.
CONSOLIDATED MANAGEMENT REPORT FOR 2005
The abertis Group provides its services in the area of infrastructure management serving mobility
and communications. It operates in the sectors of highways, car parks, logistics infrastructure,
telecommunication infrastructure and airports.
Significant events
There have been a number of significant events in the Group during 2005:
• In the highways sector, the sale by Schemaventotto (the company that groups the core shareholders
of Autostrade) of 2.053% of Autostrade, reducing the indirect shareholding of abertis to 6.68%,
the sale of shareholdings in Concesiones de Madrid (25%) and Autopista Central Gallega (18%)
and the increase in the shareholding in Accesos de Madrid (to 31.2%). In December 2005, a
consortium led by abertis was selected by the French Government to acquire the highway
concessionaire Sanef. The effective acquisition of 75.7% of this company took place at the beginning
of February 2006, and the Public Takeover Bid for the outstanding 24.3% commenced.
• In the car park sector, saba acquired 40% of Saba Italia (raising its shareholding to 100%) during
the year and has continued its expansion in Chile (acquisition of companies that manage 7 car
parks), Italy (acquisition in Venice and opening in Modena) and Portugal (opening of two car parks).
• In the logistics infrastructure sector the development of the logistics projects in Álava, Seville and
ZAL Prat continues, in which abertis is participating and the Parc Logístic de la Zona Franca and
ZAL Barcelona remain fully occupied.
• In the telecommunication infrastructures sector the initiation of Digital Terrestrial Television is of
particular note, with significant involvement of subsidiary companies of abertis telecom as sole
providers of the distribution of this new type of signal, as well as the award of two tenders for the
transmission of autonomous TV and radio signals.
• Finally, in the airports sector the company ACDL, in which abertis holds 90%, took full control of
the company TBI, having launched a Public Takeover Bid in 2004, giving it a 29% stake at the end
of 2004. Also of note was the inauguration of the expansion of the London-Luton airport terminal
managed by TBI.
New financial standards
This is the first year the annual financial statements of the Group have been prepared under
International Financial Reporting Standards (IFRS). These standards promoted by the European Union
and applicable to listed companies from 1 January 2005 have led to a series of changes that are
summarised as follows:
• Changes in presentation with new financial statements (statement of income and expenses affecting
equity and cash flow statement) and changes in the structure, quantity and type of information
provided compared to the local Spanish accounting standards in force up until this date.
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• Changes in the accounting principles whose impact on the abertis Group is mainly concentrated
on the derivatives, whereby the current Spanish accounting standard for the sector covering toll
highway concessionaire companies is no longer applicable. This sector adaptation of the Spanish
accounting standards (Spanish GAAP) allowed, amongst other things, the deferral of certain costs
over the life of the concession (financial charges and amortisation/reversion fund).
In the Consolidated Annual Accounts the full impact arising from these new financial reporting
standards is shown. As the Group’s activity is diversified across different sectors and a significant
part of the highway concessions are in a mature phase, the effects on the consolidated results and
equity have not been significant.
For comparative purposes, the figures for 2004 have also been converted to IFRS and consequently
these figures do not coincide with the 2004 Consolidated Annual Accounts presented.
Activity and results
2005 has been a good year for abertis, with all business units reporting an increase in their activity.
In the case of the highways, which represents the main sector of activity in terms of consolidated
income, average daily traffic (the main indicator for measuring activity) on the combined Spanish
network rose 2.3% to 28,993 vehicles.
The other sectors have also increased their recurring income, with the increase in the number of
passengers registered by the airport operator TBI (more than 11% up on the previous year) of special
note.
In the analysis of the evolution of the profit and loss account for 2005, the following two factors
make comparability difficult:
• The inclusion of TBI from January has represented an increase across the board in income and
expenses for the year.
• Extraordinary or non-recurrent items in 2005 and in the previous year also affect comparability.
The result for 2004 included a capital gain of 70 million euros generated from the sale by
Schemaventotto of 10% of Autostrade and the sale by Autostrade of a 5% holding that it had
in abertis. The result for 2005, in contrast, includes 42 million euros corresponding to capital
gains from the sale by Schemaventotto of 2% of Autostrade, capital gains from the sale of
holdings in Concesiones de Madrid and Autopista Central Gallega and compensation for the rate
freeze in previous years.
Taking this into account, the consolidated profit for the year attributed to shareholders was 511
million euros, which represents a 4.6% increase on the previous year (or 12.1% on a comparable
basis, excluding the impact of extraordinary items and non-recurring items).
5_1 consolidated annual accounts and management report
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Operating income reached 1,906 million euros (up 23% on 2004). The inclusion of TBI has altered
the relative weight of the various business units in terms of income. The highway sector has gone
from 74% to 63% of total income, car parks continue to contribute 6%, telecommunication
infrastructures have dropped from 17% to 15%, airports have increased from 2% to 15% and logistic
infrastructures remain at around 1%.
Balance Sheet
The balance sheet reflects the effect of the inclusion of the new companies acquired and the
expansion of existing businesses. Total assets have increased from 7,095 million euros at 31 December
2004 to 8,447 million euros at the end of 2005. Of total assets, more than 50% correspond to fixed
assets in accordance with the nature of the Group’s businesses related to infrastructure management.
Total investment of the Group in 2005 was more than 900 million euros, with the majority related
to investment in expansion (close to 80% of the total).
Consolidated shareholders’ funds increased to 3,036 million euros, 5% more than the previous year.
Debt at 31 December 2005 (4,256 million euros) represented 140% of the shareholders’ funds and
50% of liabilities, percentages that are lower than the other large European infrastructure operators.
As part of the continuous process of optimising the financial structure of the Group (increasing the
period of maturity and diversifying the different financial instruments), a long term bond issue of
700 million euros was placed with institutional investors during the year.
The financial equilibrium of abertis must allow it to undertake with guarantees new investments
in improving infrastructures already under management and to continue the policy of selective
investments carried out in recent years without the need for additional capital contributions from
the shareholders.
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 2005 of 0.25 euros gross per share.
The total dividend to be charged against profit for 2005 will be 289.5 million euros, rising to 0.5
euros gross per share with the interim dividend already paid, an increase of 9.6% on the dividend
distributed and charged against results in the previous year. The willingness to set an annual dividend
at this new level is an indication of the confidence in the consolidation of the return on investments
made in recent years and their growing contribution to profits.
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Outlook
In 2006 a significant change in the key figures is expected as a result of the inclusion of the
shareholding in the French group Sanef (which holds a concession until 31 December 2018 of 1,771
kilometres of highways in the north and east of France) and the financing associated with its
acquisition, whilst trusting that the positive contribution of all the 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.
Furthermore, those investment opportunities that meet the strict requirements of soundness and
return demanded by the Group will continue to be analysed, in order to continue providing shareholders
with a balanced combination of investments in sectors related with transport and communication
infrastructures.
Treasury shares
Under the authorisation approved by the Shareholders’ Meeting and in response to the offer from
a core shareholder interested in selling its shareholding, in December 2005 the Company acquired
own shares for the sum of 185.9 million euros (1.5% of the capital). During the month of December
part of these shares (0.173% of the capital) were sold, generating a capital gain of 0.35 million euros.
At the close of the financial year the Company held 7,685,832 own shares (1.33% of the capital).
In accordance with the regulations in force, it has raised a provision up to the book value as indicated
in the notes to the annual accounts. It is the Company’s intention to continue placing this packet
of shares in the market during 2006.
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5_2 annual accounts and management report
Balance sheet at 31 December
(thousand euros)
A S S E T S
Fixed assets
Intangible assets
Computer software
Goodwill
Studies and projects
Other intangible assets
Amortisation
Tangible assets
Land and natural resources
Buildings and other constructions
Machinery and vehicles
Installations, tooling and furniture
Other fixed assets
Depreciation
Investments
Shareholdings in subsidiary and associated companies
Long-term loans to group companies
Long-term share portfolio
Long-term deposits and guarantees
Other loans
Provisions
Treasury shares
Treasury shares in special circumstances
Provisions for treasury shares in special circumstances
Deferred expenses
Current assets
Debtors
Advance payments to creditors
Group company debtors
Sundry debtors
Personnel
Public Treasury
Provisions
Short-term investments
Short-term loans to group companies
Short-term share portfolio
Other loans
Cash and cash equivalents
Cash
Banks and credit institutions
Prepayments and accrued income
2005
2004
6,297,888
330,615
361
368,488
87
3
(38,324)
13,980
4,407
6,117
349
3,552
3,438
(3,883)
5,906,179
4,291,375
1,858,875
7,513
66
5,397
(257,047)
47,114
164,477
(117,363)
5,583,787
349,121
296
370,438
947
3
(22,563)
14,033
3,015
7,511
349
3,405
3,197
(3,444)
5,220,633
4,080,016
1,376,804
7,513
62
6,613
(250,375)
—
—
—
7,654
7,286
543,081
8,101
686
4,397
3,891
27
827
(1,727)
528,511
515,968
3,563
8,980
5,284
43
5,241
1,185
414,529
11,448
23
2,192
10,342
10
1,632
(2,751)
399,226
372,127
1,325
25,774
3,855
39
3,816
—
Total assets
6,848,623
6,005,602
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2005
2004
3,175,252
1,737,166
579,690
615,609
317,990
227,678
47,114
22,827
387,551
(144,764)
3,793
3,793
36,926
36,926
2,545,065
1,570,000
491,000
—
484,065
—
1,087,587
41,634
—
41,634
953,831
939,827
14,004
31,686
3,066
3,066
57,370
55,391
1,089
888
2
3,186,622
1,654,444
579,690
717,701
400,712
191,570
—
125,419
361,076
(126,289)
—
—
41,397
41,397
2,157,993
870,000
801,000
2,227
482,255
2,511
619,590
193,685
170,000
23,685
323,933
318,600
5,333
42,205
4,203
4,203
55,564
53,790
1,253
509
12
Balance sheet at 31 December
(thousand euros)
L I A B I L I T I E S
Equity
Share capital
Share premium
Reserves
Revaluation reserve RDL 7/1996
Legal reserve RD 1564/1989
Treasury shares reserve
Voluntary reserve
Profit and loss account
Interim dividend
Deferred income
Positive exchange differences
Provisions for liabilities and charges
Other provisions
Long-term creditors
Bond issues
Bank loans
Payment pending on shares in group companies
Amounts owed to subsidiary and associated companies
Other creditors
Short-term creditors
Bond issues
Bonds
Interest on bonds
Bank loans
Loans
Interest on loans
Loans with group companies
Trade creditors
Trade creditors
Other non-trade creditors
Public Treasury
Accrued wages and salaries
Other debts
Deposits and guarantees received
Total liabilities
6,848,623
6,005,602
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Profit and loss account for the year ended 31 December
(thousand euros)
E X P E N S E S
Personnel expenses
Salaries and wages
Social security
Pension fund and other personnel related expenses
2005
2004
12,127
10,901
973
253
12,157
11,055
870
232
Amortisation and depreciation of fixed asset
19,139
20,274
Variation in trade provisions
Other operating expenses
External services
Taxes
Total operating expenses
Financial costs, related expenses and change
in investment provision
Total financial expenses
Net financial results
Profit on ordinary activities
Losses on disposal of fixed assets and extraordinary expenses
Movement in fixed asset provisions
Extraordinary profit
Profit before tax
Corporation income tax
Profit for the year
(1,150)
18,178
18,048
130
48,294
128,230
128,230
146
16,898
16,814
84
49,475
92,529
92,529
391,033
416,872
360,860
382,645
2,778
6,672
—
25,996
31,765
—
353,664
340,419
(33,887)
(20,657)
387,551
361,076
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2005
2004
17,456
17,456
665
665
14,704
14,704
544
544
18,121
15,248
30,173
34,227
437,861
464,702
81,402
519,263
44,699
509,401
I N C O M E
Net revenue
Rendering of services
Other operating income
Other operating income
Total operating income
Operating loss
Income from investment in Group
and associated companies
Other interests and related income
Total financial income
Profits from disposal of fixed assets and extraordinary income
Extraordinary loss
2,254
7,196
15,535
42,226
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ABERTIS INFRAESTRUCTURAS, S.A.
NOTES TO THE 2005 ANNUAL ACCOUNTS
NOTE 1_ ACTIVITY
ABERTIS INFRAESTRUCTURAS, S.A. (hereinafter abertis or the Company) was incorporated in Barcelona
on 24 February 1967 and its registered office is at Avenida del Parc Logistic nº 12-20, Barcelona.
On 27 April 2004 and 26 April 2004, the Shareholders’ Meetings of Abertis Infraestructuras, S.A.
(absorbing company) and Ibérica de Autopistas, S.A. (company absorbed) respectively approved the
merger by absorption of both companies, effective for accounting purposes from 1 January 2004.
abertis is currently the parent of a group engaged in to the management of transport and
communications infrastructures that operates in five sectors of activity: highway concessions, car
parks, logistics services, telecommunications and airports.
Its objects consist of the construction, maintenance and operation of highways under concession;
management of highway concessions in Spain and internationally; construction of road infrastructures;
complementary construction activity, 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 communications and/or telecommunications required
for the transport and movement of people, goods and information, with the necessary authorisation,
as the case may be.
The Company can undertake its objects, especially its concessionary activity, directly or indirectly
through shareholdings in other companies, subject, in this respect, to the legal provisions in force.
NOTE 2_BASIS OF PRESENTATION OF THE ANNUAL ACCOUNTS
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 thousand euros.
The 2005 Consolidated Annual Accounts of the abertis Group are presented separately from the
parent company accounts.
The key figures in the 2005 Consolidated Annual Accounts, prepared in accordance under the
requirements of the eleventh final provision of law 62/2003 30 of December applying the International
Financial Reporting Standards approved by the European Union Regulations, are as follows:
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8,446,672
2,959,988
76,145
1,905,880
511,233
3,635
Total assets
Net equity (of parent company)
Net equity (of minority interest)
Income from consolidated operations
Result for the year due to
Parent company – Profit
Result for the year due to
Minority interest – Profit
NOTE 3_PROPOSED DISTRIBUTION OF RESULTS
The following distribution of results will be submitted to the Shareholders’ Meeting for approval:
Basis of distribution
Profit
Distribution
Dividends
Legal reserve
Voluntary reserve
Amount
387,551
289,528
38,755
59,268
387,551
In the event that the Company holds treasury shares on the date for distribution of dividends, those
shares will not be entitled to the final dividend and the corresponding amount due will be transferred
to the voluntary reserve.
During 2005 an interim dividend of 144,764 thousand euros was paid. This interim dividend represented
a gross amount of 0.25 euros per share on all issued shares.
In accordance with the requirements of article 216 of the Revised Text of the Companies Act, the
table showing sufficient profit for the period to allow the distribution of the interim dividend is
included, as well as the liquidity statement that establishes the existence of sufficient cash funds
to make the interim dividend payment as indicated.
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Net profit from 1 January to 31 August 2005
Less:
Legal reserve
Maximum amount available for distribution
Amount proposed and distributed
Cash funds available prior to payment
Gross amount of interim dividend
Cash funds available after payment
Amount
173,793
(17,379)
156,414
144,764
Amount
1,011,226
(144,764)
866,462
NOTE 4_ACCOUNTING POLICIES
The most significant accounting policies used in the preparation of the 2005 Annual Accounts, in
accordance with the General Accounting Plan, are as follows:
a) Intangible fixed assets
The items included under this heading are valued at acquisition price or the cost of production and
amortised as follows:
• Goodwill fund is amortised on a straight line basis over the estimated period in which it will
contribute to profit generation, with a maximum period of 20 years.
• Computer applications are amortised at a rate of between 25% and 33% per year.
b) Tangible fixed assets
Tangible fixed assets are valued at acquisition cost, revalued in accordance with various legal measures.
Costs of refurbishment, enlargement or improving tangible fixed assets are capitalised only when
they increase capacity, productivity or extend the useful life of the asset, provided that it is possible
to know or estimate the net book value of the assets which are written off or replaced.
The costs of repair and maintenance are charged to the profit and loss account in the year in which
they are incurred.
The amortisation of tangible fixed assets is calculated systematically using the straight line method,
based on the estimated useful life of the assets, taking into consideration wear and tear derived from
normal use.
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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%
c) Financial assets and investments
Investments in Group and associated companies and long-term securities are shown in the balance
sheet at the lower of acquisition cost or market value.
The market price for investments in Group or associated companies, or other traded securities that
are not publicly listed is calculated as the theoretical book value, plus the acquisition goodwill
remaining at balance date.
The difference between the acquisition cost and the net book value of the subsidiary and associated
companies at the time of acquisition is recorded as goodwill, which is amortised over a maximum
period of twenty years, or in the case of highways or other types of concessions, over the remaining
life of the concession, given that this is the most appropriate period for generating the resources
required to recover the goodwill, to the extent that the recovery is not realised through increases
in the theoretical book value of the subsidiary and associated companies.
The Company undertakes currency hedges against exchange rate risks on investments using the
necessary financial instruments (see note 4.l).
d) Treasury shares
In the event that there is no plan for their redemption, own shares are valued at acquisition cost
or theoretical book value, if this was lower, creating an unavailable reserve for this purpose (see
Note 11).
If the market value of these shares (being the lower of the closing price at the end of the financial year
and the average price for the last quarter) is lower than the acquisition cost, the necessary provision
to cover this difference will be charged against extraordinary results in the profit and loss account.
If in the above situation the theoretical book value of these shares were lower than the market value,
a provision would be made to cover this difference with a charge against unrestricted reserves.
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e) Deferred expenses
Loan origination fees are amortised on a straight line basis over the period of the loans (see note 9).
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 12).
g) Pension commitments and other personnel related liabilities
Meeting the corresponding employment agreements, the Company has commitments to contribute
to a Pension Plan within the employment system (defined Contribution Plan) and, in respect of some
employees, the obligation to pay a retirement bonus or lump sum, under certain conditions. These
commitments are externalised through an insurance policy.
h) Trade and non-trade debtors and creditors
The debits and credits incurred in operations, whether or not produced in the ordinary course of
business, are recorded at nominal value, making the necessary valuation adjustments to cover bad
debt provisions. Amounts due within one year of the balance-sheet date are classified as short-term
and amounts due after this date are considered long-term.
i) Corporation income tax
The profit and loss account includes the charge for corporation income tax, the calculation of
which incorporates the full amount of tax accrued for the year, the effect of timing differences
between the corporation income tax assessment basis and book profit, and all credits or allowances
to which the Company is entitled. The corporation income tax charge is calculated as explained
in Note 15.
The Company pays tax on a consolidated basis together with other companies of the Group, of which
abertis is the parent company, in accordance with current legislation.
Prepaid taxes are only recognised as assets so long as their future realisation is reasonably certain,
or whenever there are deferred taxes that offset them.
j) Foreign currency transactions
Transactions in currencies other than the euro are recorded at the exchange rate on the transaction
date. At the close of the financial year the Company restates all foreign exchange credits and debits
using the official exchange rate at that date. Exchange rate differences generated at close on
transactions are recorded as a loss in the profit and loss account, if negative, or deferred until maturity
in the case of profits. These unrealised positive differences are shown in the liabilities of the balance
sheet as “Deferred income” until they are realised.
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Exchange differences generated by debts in foreign currency to finance investments in foreign
companies in the same currency, where there is consequently an exchange rate hedge associated
with said debt, are recorded if they are significant either as “Positive exchange differences” or “Deferred
expenses” and can be taken to profit and loss as the associated debt is settled and when the hedge
of said risk disappears.
k) Accounting for income and expenses
Income and expenses are recorded on an accruals basis. That is, at the time the transaction occurs,
irrespective of when payment is made or received.
l) Financial derivatives and hedging instruments
abertis uses financial derivative instruments to manage its financial risk arising from fluctuations
in interest rates and exchange rates.
In certain cases the Company finances activities in the same currency in which the foreign investments
are held in order to reduce the exchange rate risk. This is done by raising finance in the corresponding
currency or through the use of currency swaps (see note 13.c).
At the close of each year, as indicated in note 4.j. both the loans and the contracts that act as
exchange rate hedges are adjusted to the exchange rate at this date and the resulting exchange
differences are recorded in the balance sheet if significant, as deferred income or expense, as applicable,
with a corresponding increase or decrease in the amount of the debt.
m) Actions affecting the environment
Annually, amounts outlaid in meeting legal requirements related to the environment are recorded
either as an expense or investment, depending on their nature. Amounts recorded as an investment
are amortised over their useful life.
No provision has been made for liabilities and expenses related to the environment, given that no
contingencies exist with respect to environmental protection.
n) 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 consolidation has been used, in accordance with the General
Accounting Plan.
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NOTE 5_INTANGIBLE FIXED ASSETS
The movement during 2005 and balances in the accounts that make up intangible fixed assets were
as follows:
Increase
Transfer
Decrease
Computer applications
Goodwill
Studies and projects
Other intangible assets
Total cost
65
–
87
–
–
(1,950)
(947)
–
371,684
152
(2,897)
The goodwill mainly corresponds to that generated in the merger by absorption with iberpistas in
2004.
The movements in the accumulated amortisation during the year were as follows:
Increase
Transfer
Decrease
Computer applications
Goodwill
Studies and projects
Other intangible assets
Total amortisation
100
18,556
–
(1,950)
2
–
(947)
–
22,563
18,658
(2,897)
Balance at
31.12.05
361
368,488
87
3
368,939
Balance at
31.12.05
193
38,126
2
3
38,324
–
–
–
–
–
–
–
–
–
–
Balance at
31.12.04
296
370,438
947
3
Balance at
31.12.04
93
21,520
947
3
NOTE 6_TANGIBLE FIXED ASSETS
The movements in the entries under tangible fixed assets in 2005 were as follows:
Land and natural resources
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Total
Balance at
31.12.04
3,015
7,511
349
1
2,621
783
247
2,950
17,477
Increase
Transfer
Decrease
Balance at
31.12.05
-
-
-
-
3
270
-
121
394
1,392
(1,392)
-
-
(175)
55
120
-
-
-
(2)
-
-
(6)
-
-
-
4,407
6,117
349
1
2,443
1,108
367
3,071
(8)
17,863
185
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R
O
P
E
R
L
A
U
N
N
A
Balance at
31.12.05
1,174
276
1
-
-
-
(8)
1,490
-
-
601
341
(8)
3,883
Amount
28
585
307
244
1,164
Increase
Transfer
Decrease
134
54
-
140
64
55
447
-
-
-
(117)
24
93
-
The changes in accumulated depreciation during the year were:
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Total
Balance at
31.12.04
1,040
222
1
1,475
513
193
3,444
The following items are fully depreciated:
Machinery and vehicles
Furniture
Computer equipment
Other fixed assets
Total gross book value
It is Company policy to arrange all the insurance policies considered necessary to cover all possible
risks that could affect tangible fixed assets.
NOTE 7_INVESTMENTS
The movements recorded in the different entries under investments were:
Shareholdings in subsidiary
and associated companies
Long-term loans to group
companies
Long-term share portfolio
Long-term deposits and
guarantees
Other credits
Less: Provisions
Total
Balance at
31.12.04
Increase
Transfer
Decrease
Balance at
31.12.05
4,080,016
335,873
-
(124,514) 4,291,375
1,376,804
778,699
(149,866)
(146,762) 1,858,875
7,513
62
6,613
-
6
-
(250,375)
(17,695)
-
-
-
-
-
7,513
(2)
(1,216)
66
5,397
11,023
(257,047)
5,220,633
1,096,883
(149,866)
(261,471) 5,906,179
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O
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A
U
N
N
A
a) Shareholdings in subsidiary and associated companies
The detail of direct and indirect shareholdings in subsidiary and associated companies, together with
the breakdown of their shareholders’ funds at 31 December 2005 or of the latest public information
available, is shown in the Annex.
The main movements recorded were:
• At the beginning of 2005, Airport Concessions and Development Limited (ACDL) completed the
Public Takeover Offer for the TBI group, obtaining 100% of the capital (29.2% at 31 December
2004). The investment made in this financial year in ACDL totalled 327,091 thousand euros.
• Increase in capital of abertis logística in the amount of 6,000 thousand euros fully, subscribed
by abertis; at 31 December 50% of this amount was still pending payment.
• In the context of the corporate reorganisation and simplification of the highway businesses
of abertis in the centre/north zone, the following companies were transferred at book value
from abertis to Iberpistas: Infraestructuras y Radiales (22.5%) for 12,191 thousand euros;
Aulesa (79.2%) for 43,168 thousand euros; Trados (50%) for 46,746 thousand euros and
Concesiones de Madrid (25%) for 21,977 thousand euros.
• On 21 March 2005 abertis airports was incorporated, a company formed to become the future
controlling entity for the shareholdings that the abertis Group has in the airport sector, with a
share capital of 60.11 thousand euros, made up of 6,011 shares with a par value of 10 euros each.
In December 2005, it increased capital by 181,499 shares with a par value of 10 euros and a share
premium of €2.10/share. abertis is the sole shareholder of the company.
• Incorporation of Holding d’Infrastructures de Transport SAS (HIT), 100% owned by abertis, for an
amount of 42 thousand euros to participate in the acquisition of Société des Autoroutes du Nord
et de l’ Est de la France (Sanef) (see note 20).
The provisions correspond, basically, to the Argentine company Ausol and the Columbian company
Codad (147,548 and 45,751 thousand euros respectively, with 100% of the value of the shareholdings
in both companies having been provisioned in previous years) and abertis telecom (33,184 thousand
euros, during 2005 part of the existing provision for abertis telecom has been reversed).
The appropriation made in the year corresponds basically to the subsidiaries ACDL and Coviandes.
abertis does not have any commitments with the subsidiary and associated companies apart from
the investment made, with the exception as indicated in note 19.b.
187
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
b) Long-term loans to Group companies
The long-term loans with Group companies have the following maturities:
2007
2008
2009
2010
Other
TOTAL
Group
company loans
420,155
310,400
274,885
256,245
597,190
1,858,875
All of them accrue interest at market rates, based on Euribor or Libor plus a spread (see note 14).
NOTE 8_TREASURY SHARES
Under the protection of the authorisations given by the Shareholders’ Meeting, abertis has bought
and sold its own shares during 2005.
On 16 December 2005, abertis acquired 8,685,832 own shares at a price of 21.40 euros per share; of
those 1,000,000 were disposed of on 22 December 2005 at a price of 21.75 euros per share, generating
a profit of 350 thousand euros, which is included in the extraordinary results (see note 16).
At 31 December 2005, the Company held 7,685,832 treasury shares, with a market value (the lower
of the year end closing price of 21.26 euros for class “A” shares and the average price for the last quarter
of 22.55 euros) is 21.26 euros per share. As this is less than acquisition cost a provision has been made
charged against results of an amount of 1,076 thousand euros to cover it. As the book value of these
shares is lower than the market value, an additional provision has been made to cover this with a charge
against freely available reserves of an amount of 116,287 thousand euros (see note 11). It is not the
intention of the Company to amortise these shares.
NOTE 9_DEFERRED EXPENSES
The changes in the entries that make up the deferred expenses were as follows:
Balance at
31.12.04
Increase
Decrease
Loan origination fees
Other deferred expenses
Total
3,355
3,931
7,286
4,941
-
4,941
(642)
(3,931)
(4,573)
Balance at
31.12.05
7,654
-
7,654
5_2 annual accounts and management report
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0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The loan origination fees correspond to premiums on bond issues by the Company. The increases in
this entry correspond to the premiums on two issues made during the year for 160,000 and 540,000
thousand euros (see note 13).
“Other deferred expenses” include the appropriation of the expenses incurred in hedging operations
contracted in 2000 in relation to the acquisition of 48.6% of Grupo Concesionario del Oeste, S.A.
(GCO) which expired in October 2005.
NOTE 10_ SHORT-TERM INVESTMENTS
The Company has credit lines with group companies of 1,089,747 thousand euros with interest at
market rates. The outstanding balance at 31 December 2005 was 515,968 thousand euros (see
details in note 14).
The amount of “Other credits” includes accrued interest pending payment on interest rate hedges
that the Company has contracted with different financial institutions.
NOTE 11_ EQUITY
The amount and movements in equity during 2005 were as follows:
Share capital
Share premium
Revaluation reserve
Balance
31.12.04
1,654,444
579,690
400,712
Distribution
of result
for year
-
-
-
Increase
in capital
82,722
-
(82,722)
Legal reserve RD 1564/1989
191,570
36,108
Treasury shares reserve
Voluntary reserve
Result for the year
Interim dividend
Total
-
125,419
361,076
(126,289)
-
60,809
(361,076)
126,289
3,186,622
(137,870)
-
-
-
-
-
-
Other
movements
-
-
-
-
47,114
(163,401)
387,551
Balance
31.12.05
1,737,166
579,690
317,990
227,678
47,114
22,827
387,551
(144,764)
(144,764)
126,500
3,175,252
189
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2
T
R
O
P
E
R
L
A
U
N
N
A
a) Share capital
The share capital of abertis is made up of 579,055,443 shares that are entered in the share register,
with a nominal value of 3 euros each, fully subscribed and paid up. Of these, 542,019,077 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 preference dividend to be paid once to holders of those shares in 2007. The
maximum amount of the preference dividend corresponding to each preference share will be
determined by the difference between the reference price of 14.87 euros per share and the weighted
average price of the ordinary abertis shares in the quarter prior to the due date, with a maximum
payment of 4.25 euros per share. Therefore, if the weighted average share price in the last quarter
prior to the reconciliation date (2007) were equal or greater than 14.87 euros per share, no preferential
dividend would be payable. At the close of 2005 the share price was 21.82 euros.
As the shares of abertis are bearer shares, the exact interest of shareholders in the share capital is
not known. However, based on the information available, the most significant holdings at 31 December
2005 are the following:
ACS, Actividades de Construcción y Servicios, S.A.
Caixa d’Estalvis i Pensions de Barcelona (“la Caixa”) (1)
Caixa d’Estalvis de Catalunya
Sitreba, S.L.
24.83%
23.28%
5.69%
5.50%
59.30%
(1) Caixa Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros (11.66%), VidaCaixa, S.A. de Seguros y Reaseguros (0.50%), Inversiones
Autopistas, S.L. (7.75%) and CaixaHolding, S.A., Sociedad Unipersonal (3.35%).
All the shares of the Company are listed on the stock exchanges of Barcelona, Bilbao, Madrid and
Valencia, and are traded on the Spanish electronic trading system. The ordinary Class A shares are
traded on the main board and also form part of the Ibex 35 index. The Class B preference shares are
traded under the Fixing mode, where unique prices are set.
The Company’s Annual Shareholders’ Meeting on 12 April 2005, agreed to pay a final dividend for
2004 of 0.25 euros gross per share, which represents 137,870 thousand euros. In said Shareholders’
Meeting a bonus share issue was also approved, to be charged against the Revaluation Reserve
Account of Royal Decree-Law 7/1996, dated 7 June, with one new share for every 20 shares held,
representing a sum of 82,722 thousand euros.
5_2 annual accounts and management report
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0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
On 27 September 2005 payment of an interim dividend of 0.25 euros per share against the profit
for the year was agreed, representing a total sum of 144,764 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) Share premium
The Spanish Companies Act expressly allows the use of the balance in the share premium reserve
to increase capital and does not lay down any specific requirements with respect to the availability
of said balance.
c) Revaluation Reserve Royal Decree-Law 7/1996, of 7 June
This reserve originates from the revaluation of the fixed assets in the balance sheet, by virtue of
Article 5 of said Royal Decree, which the Company adopted.
Since three years have elapsed since the balance-sheet date when the revaluation was made
without an audit by the Tax Authorities, the revaluation operations are deemed to be correct and
the balance of the account accepted by the Tax Authorities, and accordingly, the balance is available
for distribution to:
• Offset book losses.
• Increase share capital.
• Create reserves freely available for distribution, ten years from the balance sheet-date, containing
the revaluation operations.
The balance in 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
depreciated, transferred or written off the books. Given the line of business transferred of the subsidiary
company acesa in 2002, the requirement that the capital gain has been realised can only be
understood to be met when the company acquiring the revalued assets as part of the new activity
has depreciated those assets, or transferred or written them off in the books.
d) Legal reserve
In accordance with the Spanish Companies Act, 10% of the annual profits must be transferred to
the legal reserve until this reserve reaches at least 20% of the capital. The legal reserve cannot be
distributed to shareholders unless the Company is wound up.
191
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The legal reserve can be used to increase in capital, in the part that exceeds 10% of the capital
increased. With the exception of the purpose mentioned above, as along as this reserve does not
exceed 20% of share capital, it can only be used to offset losses in the event of no other reserves
being available.
e) Treasury shares reserve
The reserve for own shares set aside this financial year (see note 8) cannot be freely distributed and
must be maintained until the stock is sold or amortised.
NOTE 12_PROVISIONS FOR LIABILITIES AND CHARGES
The movements in this account during the year ended 31 December 2005 were as follows:
Other provisions
(see notes 4f and 15)
Balance
31.12.04
41,397
Increase
Applications
Balance
31.12.05
-
(4,471)
36,926
NOTE 13_ BOND ISSUES AND LOANS WITH CREDIT INSTITUTIONS
The table below details the situation at the close of 2005:
2006
2007
2008
2009
2010 Other exp.
TOTAL
Bonds issued
Syndicated loans
Loans
-
-
-
Credit lines/bills
939,827
-
103,500
50,000
-
-
180,000
20,000
1,370,000
1,570,000
17,500
25,000
-
10,000
65,000
-
10,000
50,000
-
50,000
191,000
110,000
300,000
-
939,827
Total
939,827
153,500
42,500
255,000
80,000 1,530,000 3,000,827
Part of the loan and credit operations shown as loans with credit institutions at 31 December 2005
(70,000 thousand euros on long-term) were signed with related credit institutions (shareholders of
the Company that held 5% or more of the capital). Financial charges accrued on operations with
related financial entities during the year totalled 39,676 thousand euros.
5_2 annual accounts and management report
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2
T
R
O
P
E
R
L
A
U
N
N
A
a) Bond issues:
Of the bond issues, 40,000 thousand euros are at an annual interest rate of Euribor plus 0.45%,
180,000 thousand euros at 3.53%, 200,000 at 4.95%, 450,000 at 4.75%, 540,000 at 4.375% and
160,000 at Euribor plus 0.44%.
583 million euros of the bonds issued correspond to debt translated into Pound sterling by creating
cross currency interest and exchange rate swaps.
b) Other debts with credit institutions
The credit lines have a limit of 2,509,000 thousand euros of which 2,229,000 accrued an interest
rate of Euribor plus a spread and 280,000 thousand euros at Libor plus a spread. At 31 December
2005 the amount drawn down totalled 664,827 thousand euros.
The Company had contracted promissory notes for an amount of 275,000 thousand euros at 31
December 2005 with short-term maturities, which accrue interest at an interest rate calculated on
the basis of Euribor.
In addition there are loans in Pound sterling for an amount of 205,520 thousand euros.
c) Hedging operations
The operations in place at 31 December 2005 are:
• Cross currency interest rate swaps. The Company holds cross currency interest rate swaps with a
nominal value of 583 million euros maturing in 2015, whereby debt denominated in euros has
been transformed into pound sterling (see note 4.l).
• Interest rate swaps, both floating rate to fixed and fixed to floating. At the end of the financial year
the Company had contracted interest rate hedges for the total sum of 1,675 million euros.
Of these hedging operations, a total of 668 million euros has been contracted with credit institutions
related to the Company.
On 7 November 2005 the Company signed a syndicated loan with various credit institutions, with
a total limit of 1,500,000 thousand euros and maturity on 6 November 2006. This loan, which has
not been drawn down at the close of the financial year, accrues interest calculated on the basis of
Euribor. A related company has contributed 400 million euros of this loan.
193
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 14_TRANSACTIONS AND BALANCES WITH SUBSIDIARY AND ASSOCIATED
COMPANIES
The creditor and debtor balances recorded by abertis with subsidiary and associated companies at
31 December 2005, in thousand euros, were as follows:
Debtors
Financial investments
Creditors
Long-term Short-term
Other debt
Long-term
Short-term
acesa
aumar
aucat
iberpistas
castellana
Sucursal Puerto Rico
saba
abertis logística
abertis telecom
retevisión
tradia
serviabertis
Abertis Finance BV
ACDL (*)
TBI (*)
abertis airports
Saba Italia
GICSA
Alella
Satsa
GCO
Accesos de Madrid
Alazor
Autopistas del Sol
Aurea
Elqui
Codad
Parc Logístic
Total
301,798
180,000
424,508
446,144
-
-
35,250
-
-
163,000
94,885
-
-
102,145
102,145
-
9,000
-
-
-
-
-
-
-
-
-
-
-
187,348
27,171
17,710
6,271
40,255
400
13,396
-
17,347
1,390
807
12,481
-
190,621
395
-
55
65
76
180
-
-
-
-
-
-
-
-
551
78
-
165
-
-
131
12
1
82
-
10
-
-
-
6
55
-
-
-
988
370
114
1,234
2
22
573
3
-
-
-
-
-
12,665
-
-
-
-
-
-
471,400
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16
19,551
-
2,369
-
-
-
5,295
552
234
87
1,098
435
-
-
2,027
22
-
-
-
-
-
-
-
-
-
-
-
1,858,875
515,968
4,397
484,065
31,686
(*) Balances in pound sterling converted to euros at year end exchange rate.
5_2 annual accounts and management report
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5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The long-term balances payable to Abertis Infraestructuras Finance BV have the same maturities
(between 2011 and 2024) and amounts as the bonds issued in foreign currencies made by this
subsidiary company. These amounts have market interest rates.
The operations of abertis for services provided to Group companies basically corresponds to corporate
and management services, for the following amounts:
acesa
aumar
aucat
iberpistas
Iberacesa
Alazor
Accesos de Madrid
Central Gallega
Autostrade
castellana
P.T. Operational
GICSA
Aurea Limited
Services
provided
5,687
3,833
629
1,695
-
99
319
8
1
-
-
-
-
Sucursal Puerto Rico
Autopista del Sol
243
1,234
Coviandes
saba
abertis logística
Sevisur
Parc Logístic
abertis telecom
retevisión
tradia
serviabertis
Codad
Abertis Finance BV
ACDL
TBI
abertis airports
Saba Italia
Total
-
679
123
-
30
2
852
359
85
869
-
-
-
78
-
Income
Interest
received
18,099
6,368
11,440
11,610
276
-
-
-
-
183
-
-
22
-
-
-
1,370
-
258
-
401
5,846
3,333
222
-
-
9,238
4,058
2
134
Shareholdings
230,000
134,748
-
50,000
-
-
-
-
-
-
523
120
-
-
-
9,108
12,677
-
-
-
-
-
-
-
685
-
-
-
-
-
Expenses
Services
received
32
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
62
-
-
-
-
36
4,290
-
-
-
-
-
-
Interest
paid
-
723
-
247
-
-
-
-
-
166
-
-
-
-
-
-
-
60
-
-
-
-
-
-
-
12,350
-
-
-
-
16,825
72,860
437,861
4,420
13,546
195
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
NOTE 15_TAX SITUATION
The Company calculates Corporation 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 Corporation Income Tax for 2005 is as follows:
(thousand euros)
Profit before tax
Permanent differences
Timing differences
Arising during the year
From previous years
Tax assessment base
353,664
(423,315)
222
5,178
(64,251)
The accrued Corporation Income Tax expense that appears in the profit and loss account of the
Company is calculated taking into account the following factors, in addition to the parameters to
be considered in the case of calculating tax for an individual company:
• Dividends from consolidated subsidiary companies, value adjustments and the elimination of results
for transactions between group companies that have been eliminated to determine the consolidated
tax assessment base are considered as permanent differences.
• The consolidated tax group has exercised its right to offset the negative tax base generated by the
Company in 2005, and apply the deductions generated. The corresponding inter-group offset has
been recorded in the balance sheet.
• Taxes paid outside of Spain of a similar nature to Corporation Tax have been recorded as well as
the adjustments in the calculation of the expense accrued in 2004, together representing income
of 8,634 thousand euros.
The balance at 31 December 2005 of prepaid tax totalled 6,126 thousand euros (8,171 thousand euros to
31 December 2004), which corresponds to the valuation differences between the tax criteria and accounting
criteria relating to the Company’s assets.
The deferred tax balance at 31 December 2005 was 576 thousand euros (3,183 thousand euros at 31
December 2004), which arises from applying the cash method for tax purposes to income from deferred
payment operations.
The amount of the deductions applied in 2005 is 875 thousand euros, for deductions for the reinvestment
of extraordinary profits obtained in transfers of assets, training expenses, contributions to pension plans, and
deductions for donations made to entities under Law 49/2002.
5_2 annual accounts and management report
196
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0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
The amount of income covered by the deduction for reinvestment was 787 thousand euros. The entire amount
obtained from asset transfers was reinvested during 2005.
During 2002, 2003 and 2004 the Company was involved in various company transactions where it opted for
the application of the special tax regime under Chapter VIII of Title VIII of the Law of Corporation Tax, 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, 2003 and 2004. These operations were as follows:
• The non-monetary transfer of the branch of concession activity which the Company held for
highway operations to the company Autopistas Concesionaria Española, S.A, Sociedad Unipersonal
(2002), and 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 various subsidiary and associated
companies (2002).
• The increase of the Company share capital to cover the share exchange established in the Public
Takeover Offer made by the Company for the shares in the company Ibérica de Autopistas, S.A.
(2002).
• The merger of the company Acesa Infraestructuras, S.A. through the complete absorption of Aurea,
Concesiones de Infraestructuras, S.A. (2003) and Ibérica de Autopistas, S.A. (2004), and the resulting
dissolution without liquidation of these two companies.
Assessments have been raised against the Company from inspections made between 1990 and 1993
for corporation income tax and personel income tax; and for 2000 and 2001 for corporation income
tax, of a general nature. These assessments have all been signed in disagreement and appealed, and
are currently pending the decision of the authorities.
The potential 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 might be payable would
not have a material impact on the Company’s Annual Accounts.
NOTE 16_ 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 rendering of services to Group companies.
197
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
99
99
b) Personnel
The average number of employees during 2005 was as follows:
Permanent employees
Total
c) Extraordinary results
Includes extraordinary expenses and extraordinary income related to the changes in provisions for
shareholdings in Group companies (see note 7).
In addition, the capital gains generated on the disposal of treasury shares is recorded under this entry,
representing 350 thousand euros (see note 8).
NOTE 17_INFORMATION ON THE ENVIRONMENT
At 31 December 2005, abertis, as the parent company of the Group, did not have significant assets
dedicated to the protection and improvement of the environment, nor had it incurred expenses of
this nature during the year. Furthermore, it has not received any subsidies of an environmental nature
during the year ended 31 December 2005.
NOTE 18_OTHER INFORMATION ON BOARD MEMBERS
In accordance with the provisions of article 127 ter. 4 of the Spanish Public Companies Act, introduced
by Law 26/2003, of 17 July, which amended the Securities Market Act, Law 24 of 28 July 1988, and
the Spanish Companies Act, aimed at increasing the transparency of listed companies, the companies
with the same, similar or complementary nature as the activity of the Company in which members
of the Board of Directors have shareholdings, as well as the functions that they carry out, if applicable,
are shown below:
5_2 annual accounts and management report
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0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Shareholder
Company held
Activity
Shareholding
% s/capital
Functions
Isidro Fainé Casas
Telefónica, S.A.
Telecommunications
0.003
Deputy Chairman
Pablo Vallbona Vadell
Ángel García Altozano
Caixa d’Estalvis
de Catalunya
Dragados, S.A.
Antonio García Ferrer,
representing
Comunidades
Gestionadas, S.A.
José Luis Olivas
Martínez
Montes de Piedad
y Caja de Ahorros
de Ronda, Cádiz,
Almería, Málaga
y Antequera
(Unicaja)
(until 29/11/2005)
ACS, Actividades de
Construcción y
Servicios, S.A.
ACS, Actividades
de Construcción
y Servicios, S.A.
Saba Aparcamientos,
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.
ACS, Actividades
de Construcción
y Servicios, S.A.
Construction
and services
Construction
and services
0.0160
…
0.0113
Corporate
General
Manager
Car Parks
0.0000055
Board Member
Telecommunications
Infrastructure
concessionaire
Infrastructure
concessionaire
Infrastructure
concessionaire
Infrastructure
concessionaire
Infrastructure
concessionaire
Construction
and services
2.10
5.32
…
…
78.00
…
85.00
25.00
6.40
0.002
…
…
…
Deputy
Chairman
Fomento de
Construcciones
y Contratas, S.A.
Construction
and infrastructure
concessionaire
0.00004
…
Telefónica, S.A.
Telecommunications
0.00039
Ausur Servicios de
la Autopista, S.A.
Autopista del Sol
Concesionaria
Española, S.A.
Autopista del Sureste,
Concesionaria
Española de
Autopistas, S.A.
Logistics
Infrastructure
concessionaire
Infrastructure
concessionaire
…
…
…
5.00
20.00
5.00
…
199
5
0
0
2
T
R
O
P
E
R
L
A
U
N
N
A
Shareholding
% s/capital
Functions
10.00
…
4.50
Board Member
Shareholder
Company held
Activity
Infrastructure
concessionaire
Infrastructure
concessionaire
Montes de Piedad
y Caja de Ahorros
de Ronda, Cádiz,
Almería, Málaga
y Antequera
(Unicaja)
(until 29/11/2005)
Inversora de
Autopistas
del Sur, S.L.
Autopista
de la Costa Cálida,
Concesionaria
Española de
Autopistas, S.A.
Sociedad
Municipal de
Aparcamientos
y Servicios, S.A.
Car Parks
24.50
…
Sevisur Logística, S.A.
Logistics
Logistics
Centro Integral
de Mercancías, S.A.
Red de Banda Ancha
de Andalucía, S.A.
Telecommunications
5.83
Islalink, S.A.
Telecommunications
13.70
Val
Teleconicaciones, S.L.
Telecommunications
7.77
10.00
10.28
…
…
…
…
…
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With respect to positions or functions, in accordance with the abovementioned text, a list is
provided below of the Board Members that hold positions in companies with activities that are
the same, similar or of a complementary nature to the business purpose of the Company Abertis
Infraestructuras, S.A.,
Board Member
Company
Position
Isidro Fainé Casas
Brisa Auto-Estradas de Portugal, S.A.
Board Member
Pablo Vallbona Vadell
ACS, Actividades de Construcción y Servicios, S.A.
Deputy Chairman
Iberpistas, Sociedad Anónima Concesionaria
del Estado
Chairman
G3T, S.L.
Iberpistas, Sociedad Anónima Concesionaria
del Estado
Board Member
Ángel García Altozano
ACS, Servicios, Comunicaciones y Energía, S.L.
Board Member
ACS, Servicios y Concesiones, S.L.
Board Member
Dragados Concesiones de Infraestructuras, S.A.
Board Member
Dragados, S.A.
ACS Telefonía Móvil, S.L.
Xfera Móviles, S.A.
Abertis Telecom, S.A.
Saba Aparcamientos, S.A.
Inversora de Infraestructuras, S.L.
TBI plc
Board Member
Personal representative of
the Sole Administrator of
ACS, Actividades de
Construcción y Servicios, S.A.
Chairman
Board Member
Board Member
Personal representative of
the Sole Administrator of
ACS, Actividades de
Construcción y Servicios, S.A.
Board Member
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Board Member
Company
Salvador Alemany Mas
Autopistas Concesionaria Española, S.A.
Position
Chairman and Chief
Executive Officer
Iberpistas, S.A. Concesionaria del Estado
Board Member
Autopistes de Catalunya, S.A. Concessionària
de la Generalitat de Catalunya Aucat, S.A.
Castellana de Autopistas, S.A. Concesionaria
del Estado
Autostrade S.p.A.
Saba Aparcamientos, S.A.
Sole Administrator
Sole Administrator
Board Member
Chief Executive Officer
Societat Pirenaica d’Aparcaments, S.A.
Board Member
Areamed 2000, S.A.
Parc Logístic de la Zona Franca, S.A.
Centro Intermodal de Logística, S.A.
Abertis Telecom, S.A.
Retevisión I, S.A.
Deputy Chairman
Deputy Chairman
Deputy Chairman
Chairman and Chief
Executive Officer
Sole Administrator
Tradia Telecom, S.A.
Sole Administrator
Abertis Aeropuertos, S.A.
Sole Administrator
Acesa Italia S.R.L
Abertis Logística, S.A.
Abertis Logística, S.A.
ACS, Servicios y Concesiones, S.L.
Chairman
Deputy Chairman
Board Member
Board Member
Caixa d’Estalvis
de Catalunya
Dragados, S.A.
Antonio García Ferrer,
representing
Comunidades
Gestionadas, S.A.
Vasco de Mello
Brisa Auto-estradas de Portugal, S.A.
Miguel Ángel
Gutiérrez Méndez
Telefónica Internacional
Telesp – Brasil
Chairman
Board Member
Board Member
Ernesto Mata López
Autopistas Aumar S.A. Concesionaria del Estado
Board Member
Finally, the Company is not aware that any of the above-mentioned Board Members carry out on
their own account or on behalf of others the same, similar or complementary activity as that which
constitutes the business purpose of Abertis Infraestructuras, S.A.
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NOTE 19_ 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 net profits. It can only be paid out once the payment of
dividends and transfers to reserves required by law are covered, and it should not exceed, under any
circumstances, two percent of the profits. The Board of Directors may distribute this sum amongst
its members in the form and amount it decides. Overall remuneration paid to directors of Abertis
Infraestructuras, S.A., as members of the Board of Directors, totalled 1,562 thousand euros in 2005,
which is less than the statutory limit.
Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was 2,096
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 (1,713 thousand euros) and life insurance (34 thousand
euros).
Abertis Infraestructuras, S.A. does not use any remuneration system linked to 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 had guarantees with third parties for a total amount of 110,811
thousand euros, which principally correspond to guarantees given by financial institutions to Public
Administrations for certain commitments (investments, rendering of services, financing, etc.)
contracted by investee companies. These guarantees are not expected to lead to material liabilities.
c) Fees received by PricewaterhouseCoopers Auditores, S.L. for statutory auditing services corresponding
to the 2005 financial year totalled 158 thousand euros. In addition, the fees received by other
companies trading under the name PricewaterhouseCoopers for other services provided totalled 227
thousand euros.
NOTE 20_ SUBSEQUENT EVENTS
In February 2006, Holding d’Infraestructures de Transport SAS (HIT), a company in which abertis
holds a majority shareholding together with other shareholders (Caisse des Dépôts, Predica, Axa, and
the Société Foncière, Financière et des Participations), acquired from the French State 75.65% of
the toll highway concessionaire Société des Autoroutes du Nord et de l’Est de la France (Sanef). This
operation was duly authorised by the French Government through the signing of a ministerial decree,
with the acquisition being completed by the transfer of its shareholding in Sanef to the HIT consortium
for an amount of 4,028 million euros.
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In addition, HIT has presented a Public Takeover Offer to the French Financial Markets Authority for
the outstanding 24.35% that is traded on the Paris Stock Exchange.
In February 2006, the Ministry of Works (Ministerio de Fomento) and acesa reached an agreement
to widen the AP-7. The agreement (pending authorisation of the Ministerial Council) will represent
a substantial improvement of the Mediterranean corridor (widening to 3 lanes for a stretch of 123
kilometres, to 4 lanes in the Girona ring-road and the replacement of 3 trunk road tollgates with
on and off-ramp tollgates), whereby the increased capacity will lead to a better service for customers.
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NOTE 21_STATEMENT OF SOURCE AND APPLICATION OF FUNDS
(thousand euros)
S O U R C E
2005
2004
Resources from operations
Net profit for the year
Charge for depreciation of fixed assets
Charge to investment provision
Charge for amortisation of deferred expenses
Losses on fixed assets
Charge to provision for expenses and liabilities
Profit from financial investments
Profit from fixed assets
Profit from treasury shares
Provision treasury shares
Increase in long-term creditors due to merger
Long-term debt
Bonds
Loans
Loans with group companies
Deferred income
Disposal of assets
Intangible assets
Fixed assets
Investments
Sale treasury shares
Early cancellation and transfer to short-term investments
Long-term credits to group companies
Other financial investments
387,551
19,105
6,672
4,573
—
(1,721)
—
—
(350)
1,076
416,906
361,076
20,274
20,098
6,514
—
2,627
—
(850)
—
—
409,739
—
234,118
700,000
—
1,810
3,793
—
—
124,514
21,750
296,628
1,218
450,000
37,235
472,725
53
3,548
638,373
—
—
—
Total sources
1,566,619
2,245,791
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A
A P P L I C A T I O N S
Acquisition of assets
Start-up costs
Intangible assets
Fixed assets
Investments
Group companies
Other financial investments
Long-term loans to group companies
Acquisition treasury shares
Increase fixed assets and deferred expenses due to merger
Increase deferred expenses
Cancellation long-term debt
Dividends
Provision for liabilities and expenses
Reduction payments pending
Transfer long-term debt to short term
Total applications
Excess of sources over applications / (Applications over sources)
Increase / (Decrease) in working capital
Change in working capital
Increase / (Decrease) current assets
Receivables
Short-term investments
Treasury
Prepayments and accruals
(Increase) / Decrease current liabilities
Short-term creditors
Change in working capital
2005
2004
—
152
394
335,873
6
778,699
185,877
—
4,941
162,511
282,634
2,750
2,227
150,000
1,906,064
197
255
21
217,991
—
1,030,904
—
239,313
3,355
234,118
243,414
1,759
1,126
170,000
2,142,453
(339,445)
103,338
(3,347)
129,285
1,429
1,185
128,552
(467,997)
(339,445)
2,229
(176,120)
566
—
(173,325)
276,663
103,338
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ANNEX
DIRECT SHAREHOLDINGS
(thousand euros)
Company
Address
Activity
Abertis Infraestructuras Finance, B.V.
Rokin, 55 1012KK. Amsterdam (Netherlands)
Financial services
Serviabertis, S.L.
Highways
Av. Parc Logístic ,12-20. Barcelona
Administrative management services
Autopistas, C.E.S.A. (acesa)
Av. Parc Logístic, 12-20. Barcelona
Toll highway concessionaire
Autopistas Aumar S.A.U.C.E. (aumar)
Paseo de la Alameda, 36. Valencia
Toll highway concessionaire
Iberpistas, S.A.U.C.E.
Pío Baroja, 6. Madrid
Toll highway concessionaire
Holding d'Infraestructures de Transport
105 Rue de l'Abbe Groult. 75015 Paris 15 (France)
Holding company
Aurea Limited
180 Strand. London (United Kingdom)
Holding company
Promoción de Autopistas Chile Limitada
(Iberpistas Chile)
Gertrudis Echenique, 30. Las Condes-Santiago (Chile)
Toll highway concessionaire
Gestión Integral de Concesiones, S.A. (GICSA)
Montalbán, 5. Madrid
Infrastructure administration & management
Autopistas de Puerto Rico y Compañía, S.E. (APR)
Montellano, sector embalse. San José (Puerto Rico)
Infrastructures concessionaire
Concesionaria Vial de los Andes, S.A.
(COVIANDES) (2)
Carrera novena, 126-91. Santafé de Bogotá
(Colombia)
Infrastructures concessionaire
Pt Operational Services Limited (PTY)
1, Lavender Road. Bon Accord 009 Pretoria (S. Africa)
Operation and maintenance
Autopistas del Sol, S.A. (AUSOL)
Leandro N.Alem, 986 piso 4. Buenos Aires (Argentina)
Toll highway concessionaire
Sociedad Concesionaria del Elqui, S.A. (ELQUI)
Av. Andrés Bello. 2777- Las Condes Santiago (Chile)
Toll highway concessionaire
Car Parks
Saba Aparcamientos, S.A. (saba)
Av. Parc Logístic, 12-20. Barcelona
Car parks
Logistic Services
Abertis Logística, S.A.
Telecommunication
Abertis Telecom, S.A.
Airports
Av. Parc Logístic, 12-20. Barcelona
Logistic promotion and technical support
Av. Parc Logístic, 12-20. Barcelona
Telecommunication services
Abertis Aeropuertos, S.A.U.
Av. Parc Logístic, 12-20. Barcelona
Airport Concession and Development
Limited (ACDL)
Compañía de Desarrollo Aeropuerto
Eldorado, S.A. (CODAD) (2)
159, New Bond Street. London W1S 2UD
(United Kingdom)
Aeropuerto El Dorado, Muelle Internacional, piso 2.
Costados Sur Bogotá D.C. (Colombia)
Airport construction and
maintenance
Promotion, construction, operation
and management of airports
Holding company
This annex is an integral part of note 7 to the 2005 annual accounts with which it should be read
Currencies other than the euro are converted using the year end exchange rate
207
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L
A
U
N
N
A
Auditors
% Holding
Share capital
Reserves (less
interim div.)
Result for
year
Net value of
shreholding
Dividends
received
PwC
PwC
PwC
PwC
PwC
PwC
Other auditors
PwC
—
Other auditors
Other auditors
Other auditors
PwC/Other auditors
Other auditors
PwC
PwC
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100 (1)
99.80
75.00
39.04
33.30
31.59
25.00
18
3
876,465
436,295
50,000
42
14,592
652
60
1,262
10,128
0
48,891
72,293
1,959
16
559,481
430,304
127,777
—
2,086
1,732
178
(54,717)
(7,924)
6
(155,590)
49,569
165
165
262,433
146,710
60,758
—
1,555
59
264
(1,084)
21,987
1,829
(4,434)
18,929
2.000
3
1,647,187
991,587
223,560
42
23,363
805
60
0
10,221
—
0
22,748
—
—
230,000
134,747
50,000
—
—
—
120
—
9,109
523
—
—
99.28
18,243
101,736
14,433
231,296
12,677
100.00
60,832
11,606
(123)
72,993
Other auditors
100.00
300,000
3,212
(2,777)
293,249
PwC
PwC
Other auditors
90.00
85.00
100.00
1,875
381
(507)
1,749
40,973 (3)
366,619 (3)
(5,158) (3)
520,978
13,486
(23,666)
3,910
0
685
4,041,841
437,861
—
—
—
—
5_2 annual accounts and management report
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INDIRECT SHAREHOLDINGS
(thousand euros)
Company
Address
Activity
Through AUTOPISTAS, C.E.S.A.
Autopistas-Conces. Espanhola, SGPS, S.A.
Rua General Norton de Matos, 21-A. Arquiparque
Algés Oeiras. (Portugal)
Holding company
Brisa, Auto-estradas de Portugal, S.A. (4)
Quinta da Torre da Aguilha, Edificio Brisa, 2785-
589. São Domingos de Rana (Portugal)
Toll highway concessionaire
Acesa Italia, S.R.L.
Schemaventotto, S.p.A.
Autostrade, S.p.A. (6)
Via delle Quattro Fontane, 15. Roma (Italy)
Holding company
Corso Trieste, 170. 10024 Moncalieri (Italy)
Holding company
Via A. Bergamini, 50. Roma (Italy)
Toll highway concessionaire
Autopistes de Catalunya, S.A. (aucat)
Av. Parc Logístic, 12-20. Barcelona
Toll highway concessionaire
Grupo Concesionario del Oeste, S.A. (GCO) (2 and 8)
Ruta Nacional nº 7, km 25,92. Ituzaingó (Argentina)
Toll highway concessionaire
Túnel del Cadí, S.A.C.
Carretera de Vallvidrera a St. Cugat, km 5,3. Barcelona
Toll highway concessionaire
Autopista Terrassa-Manresa, Autema,
Concessionària de la Generalitat de
Catalunya, S.A. (AUTEMA)
Through AUMAR, S.A
Ciralsa, S.A.C.E.
Through IBERPISTAS, S.A.C.E.
Autopista C-16, km 41. Barcelona
Toll highway concessionaire
Av. Maisonnave, 41. Alicante
Constructions, maintenance
and operation of toll highway
Castellana de Autopistas, S.A.U.C.E.
Pío Baroja, 6. Madrid
Autopistas de León, S.A.C.E. (AULESA)
Villadangos del Páramo. Ctra. Santa María del
Páramo. León
Toll highway concessionaire
Toll highway concessionaire
Autopistas Vasco-Aragonesa, C.E.S.A. (AVASA)
Barrio de Anuntzibai, s/n. 48410 Orozco. Vizcaya
Toll highway concessionaire
Áreas de servicio y mantenimiento, S.A.
Autopista A68, km. 6. Vizcaya
Vasco-Aragonesa de Servicios y
Concesiones, S.A.
Barrio de Anuntzibai, s/n. Vizcaya
Restoration
Dormant
Autopista Trados-45, S.A. (TRADOS-45)
Ctra.M-203 P.K. 0,280. Madrid
Toll highway concessionaire
M-45 Conservación, S.A
Ctra.M-203 P.K. 0,280. Madrid
Infraestructuras y Radiales, S.A. (IRASA)
Golfo de Salónica, 27. Madrid
Autopista del Henares, S.A.C.E. (HENARSA)
Golfo de Salónica, 27. Madrid
Erredosa Infraestructuras, S.A. (ERREDOSA)
Golfo de Salónica, 27. Madrid
This annex is an integral part of note 7 to the 2005 annual accounts with which it should be read
Currencies other than the euro are converted using the year end exchange rate
Highway conservation and
maintenance
Infrastructure administration
and management
Toll highway concessionaire
Infrastructure administration
and management
209
5
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T
R
O
P
E
R
L
A
U
N
N
A
Auditors
% Indirect
holding
Company owning
indirect holding
Share capital
Reserves
(excl. interim div.)
Result
for year
Other auditors
100.00
acesa
1,000
300,400
16,046
Other auditors
10.00
PwC
Other auditors
Other auditors
PwC
PwC
Other auditors
PwC
100.00
13.33
6.68
100.00
48.60
37.19
23.72
Autopistas-Conces.
Espanhola, SGPS
acesa
Acesa Italia
Schemaventotto
acesa
acesa
acesa
acesa
600,000 (3)
1,138,295 (3)
163,400 (3)
20,400 (5)
445,536
571,712 (7)
96,160
22,300
105,504
69,411
173,871 (5)
29,596 (5)
1,219,099
394,606
1,856,641 (7)
662,376 (7)
10,253
(10,829)
10,776
(3,082)
26,678
6,421
5,024
16,143
Other auditors
25.00
aumar
50,167
—
—
PwC
PwC
PwC
—
—
PwC
Other auditors
100.00
79.20
50.00
50.00
50.00
50.00
25.00
iberpistas
iberpistas
iberpistas
Avasa
Avasa
iberpistas
Trados 45
Other auditors
22.5 (9)
iberpistas/Avasa
Other auditors
Other auditors
22.50
22.50
Infraestructuras y Radiales
Infraestructuras y Radiales
46,800
34,642
234,395
600
110
26,457
553
8,746
96,700
61
187,500
10,517
8,044
637
6
2,293
—
298
(722)
42,158
(2)
1
8,533
0
81,147
(3,545)
327,522
(5)
(888)
(2)
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A
INDIRECT SHAREHOLDINGS
(thousand euros)
Company
Address
Activity
Through IBERPISTAS, S.A.C.E.
Alazor Inversiones, S.A.
Accesos de Madrid, C.E.S.A.
Carretera M-50, km 67,5. Área de Servicio la Atalaya
Villaviciosa de Odón (Madrid)
Holding company
Carretera M-50, km 67,5. Área de Servicio la Atalaya
Villaviciosa de Odón (Madrid)
Toll highway concessionaire
Ibermadrid de Infraestructuras, S.A.
Pío Baroja, 6. Madrid
Dormant
Through Aurea Ltd.
Road Management Group (RMG)
130, High Street Old Woking. Surrey (U. Kingdom)
Toll highway concessionaire
Through Iberpistas Chile
Gestora de Autopistas, S.A. (GESA)
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Toll highway concessionaire
Through SABA
Saba Estacionamientos de Chile, S.A.
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Car park operator
Concesionaria Subterra
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Car park operator
Concesionaria Subterra Dos
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Car park operator
Saba Park Chile, S.A.
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Car park operator
Saba Park Chile Servicios, S.A.
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Car park operator
Concesionaria Estacionamientos Paseo
de Bulnes, S.A.
Spel-Sociedade de Parques de
Estacionamento, S.A. (SPEL)
Liz Estacionamientos
Parbla, S.A.
Andrés Bello, 2777. Las Condes - Santiago (Chile)
Car park operator
Guedes de Azevedo, 148-180. Oporto (Portugal)
Car park operator
Guedes de Azevedo, 148-180. Oporto (Portugal)
Car park operator
Sabino Arana, 38. Barcelona
Car park operator
Societat Pirenaica d’Aparcaments, S.A. (SPASA)
Pau Casals, 7. Escaldes-Engordany (Principality of Andorra) Car park operator
Societat d’Aparcaments de Terrassa, S.A. (SATSA)
Plaça Vella, subsuelo. Terrassa
Rabat Parking, S.A.
Rue de Larache, 8. Rabat (Morocco)
Car park operator
Car park operator
Las Mercedes Sociedad Concesionaria, S.L.
Las Mercedes, s/n. Las Arenas-Getxo. Vizcaya
Car park operator
Saba Italia, S.p.A.
Via delle Quattro Fontane, 15. Rome (Italy)
Saba Campo San Giacomo
Via delle Quattro Fontane, 15. Rome (Italy)
Parcheggi Pisa
Parcheggi Bicocca
Port Mobility
Via delle Quattro Fontane, 15. Rome (Italy)
Via delle Quattro Fontane, 15. Rome (Italy)
Via delle Quattro Fontane, 15. Rome (Italy)
Car park operator
Car park operator
Car park operator
Car park operator
Car park operator
This annex is an integral part of note 7 to the 2005 annual accounts with which it should be read
Currencies other than the euro are converted using the year end exchange rate
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Auditors
% Indirect
holding
Company holding
indirect share
Share capital
Reserves
(excl. interim div.)
Result
for year
Other auditors
Other auditors
31.22
31.22
iberpistas
Alazor Inversiones
212,200
212,200
(6,073)
(6,885)
(6,073)
(6,885)
—
100.00
iberpistas
500
(143)
6
Other auditors
25.00
Aurea Limited
36,969
69,419
9,939
PwC
PwC
PwC
PwC
PwC
PwC
Pwc
PwC
PwC
-
-
PwC
Other auditors
PwC
PwC
PwC
PwC
PwC
Other auditors
51.00
Iberpistas Chile
1,267
1,086
99.27
99.26
99.26
98.68
99.26
98.68
99.28
50.63
99.28
89.35
87.41
50.63
33.09
99.28
98.29
69.50
24.82
9.93
saba
Saba Estacionamientos de Chile, S.A.
Saba Estacionamientos de Chile, S.A.
Saba Estacionamientos de Chile, S.A.
Saba Estacionamientos de Chile, S.A.
Saba Park Chile, S.A.
saba
Spel
saba
saba
saba
saba
saba
saba
Saba Italia
Saba Italia
Saba Italia
Saba Italia
11,500
1,248
805
1,606
52
312
6,000
500
3
301
7,163
1,879
611
28,600
100
50
1,500
1,500
(342)
(102)
(158)
(690)
73
4
25,869
69
1,199
172
549
(362)
(38)
1,009
-
-
-
-
137
511
91
642
483
6
96
272
(150)
(3)
153
929
59
(298)
(1,280)
(16)
(17)
(1,426)
-
5_2 annual accounts and management report
212
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N
N
A
INDIRECT SHAREHOLDINGS
(thousand euros)
Company
Address
Activity
Through ABERTIS LOGÍSTICA, S.A.
Sevisur Logística, S.A.
Moratín, 1. Seville
Construction and operation of logistics parks
Parc Logístic de la Zona Franca, S.A. (PLZF)
Av. Parc Logístic, 2-10. Barcelona
Promotion and operation of logistics parks
Areamed 2000, S.A.
Vía Augusta, 21-23. Barcelona
Operation of service areas
Araba Logística, S.A. (ARASUR)
Fueros, 15. Vitoria
Construction and operation of logistics parks
Centro Intermodal de Logística, S.A. (CILSA)
Av. Ports d’Europa, 100. Barcelona
Promotion and operation of logistics parks
Through ABERTIS TELECOM, S.A.
Tradia Telecom, S.A.
Motors, 392. L’Hospitalet de Llobregat (Barcelona)
Retevisión I, S.A.
Gran Via de les Corts Catalanes, 130-136. Barcelona
Consorcio de Telecomunicaciones Avanzadas, S.A. Av. Juan Carlos I, 59. Espinardo (Murcia)
Telecommunications infrastructure
operator
Telecommunications infrastructure
operator
Provision of services related to
Telecommunication operators and concessions
Emissions Digitals de Catalunya, S.A.
Diagonal, 477, 1ª planta. Barcelona
Radio and TV signal distribution
Adquisición de emplazamientos, S.L. (ADESAL)
Motors, 392. L’Hospitalet de Llobregat (Barcelona)
Dormant
Torre de Collserola, S.A.
Ctra. de Vallvidrera al Tibidabo, s/n. Barcelona
Construction and operation of
telecommunication infrastructures
Servicios audiovisuales Alella, S.L.
Gran Via de les Corts Catalanes, 130-136. Barcelona
Telecommunication and audiovisual services
Through ACDL
TBI, plc
TBI Finance Ltd
159 New Bond Street, London W1S 2UD. (U. Kingdom) Holding company
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Financial services
TBI International Airports Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom) Holding company
TBI Global Limited
TBI Aiviation Limited
Airport Group International Holdings LLC
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Dormant
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Aircraft leasing
c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. USA
Holding company
Stockholm Skavsta Flygplats AB
Box 44, 611 22 Nyköping. Sweden
Airport management and operations
TBI Airport Holdings Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom) Holding company
TBI Costa Rica SRL
Forum Business Park, Building G, Fourth Floor
Santa Ana. Costa Rica
Technical consulting services
LLAG Investors (UK) Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom) Holding company
London Luton Airport Group Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom) Holding company
This annex is an integral part of note 7 to the 2005 annual accounts with which it should be read
Currencies other than the euro are converted using the year end exchange rate
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T
R
O
P
E
R
L
A
U
N
N
A
Auditors
% Indirect
holding
Company holding
indirect share
Share capital
Reserves
(excl. interim div.)
Result
for year
PwC
Other auditors
Other auditors
PwC
Other auditors
60.00
50.00
50.00
42.61
32.00
abertis logística
abertis logística
abertis logística
abertis logística
abertis logística
Other auditors
100.00
abertis telecom
Other auditors
100.00
abertis telecom
-
-
-
Other auditors
25.00
tradia
10.00
100.00
41.75
tradia
tradia
retevisión
Other auditors
100.00 (10)
retevisión/tradia
ACDL
TBI plc
TBI plc
TBI plc
TBI plc
TBI plc
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
90.00
90.00
90.00
90.00
90.00
90.00
81.09
90.00
90.00
90.00
90.00
TBI International Airports Limited
1,093
TBI International Airports Limited
TBI International Airports Limited
TBI Airport Holdings Limited
73
0
0
TBI Airport Holdings Limited
7,696
7,500
23,742
70
14,016
15,467
131,488
81,270
1,000
3,000
3
8,020
1,247
86,448
131,402
59,003
0
0
80,250
1,271
(139)
9,490
3,233
26,348
(311)
1,884
2,196
(367)
1,596
(32,804)
1,538
123,703
10,907
-
29
-
670
3,720
457,054
10,102
0
(115)
(3,137)
2,609
11,529
1,230
(406)
473
(884)
(27)
16
-
137
172
(15,856)
12,941
1,138
0
(646)
9,994
1,369
(20,547)
323
472
0
5_2 annual accounts and management report
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A
INDIRECT SHAREHOLDINGS
(thousand euros)
Company
Through ACDL
Address
Activity
Cardiff International Airport Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Airport management and operation
Belfast International Airport Holdings Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Holding company
London Luton Airport Operations Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Airport management and operation
MB 121 Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Dormant
Belfast International Airport Limited
Belfast International Airport., Aldergrove, BT29 4AB. (Ireland)
Airport management and operation
Aldergrove Airports Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Dormant
Aldergrove International Airports Limited
Belfast International Airport., Aldergrove, BT29 4AB. (Ireland)
Dormant
Aldergrove Car Parks Limited
Belfast International Airport., Aldergrove, BT29 4AB. (Ireland)
Car park operator
TBI Global (Business Travel) Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Dormant
TBI Financial Investments Limited
c/o PricewaterhouseCoopers LLP, 68-73 Queen Street,
Edinburgh. (Scotland)
Financing vehicle
TBI (US) Holdings Limited
159 New Bond Street, London W1S 2UD. (U. Kingdom)
Holding company
TBI US Operations Inc
TBI Airport Management Inc
Orlando Sanford International Inc
Orlando Sanford Domestic Inc
TBI Cargo Inc
TBI Overseas Holdings Inc
TBI Real Estate Holdings LLC
TBI Toronto Inc
TBI Airport Management Canada Inc
Airport Group New York Inc
c/o Corporation Service Company, 2711 Centreville
Road, Suite 400, Wilmington. Delaware, 19808. USA
Holding company
PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2.
Canada
Airport management and operation
2 Red Cleveland Boulevard, Suite 210,
Sanford, Florida, FL32773. USA
2711 Centreville Road, Suite 400, Wilmington.
Delaware, 19808. USA
2711 Centreville Road, Suite 400, Wilmington.
Delaware 19808. USA
c/o Corporation Service Company, 2711 Centreville
Road, Suite 400, Wilmington. Delaware, 19808. USA
Airport management and operation
Airport management and operation
Air freight transport
Holding company
2711 Centreville Road, Suite 400, Wilmington.
Delaware 19808. USA
Property
PO Box 6041, Toronto AMF, Toronto,
Ontario, L5P 1B2. Canada
66 Wellington Street West, Suite 3600, Toronto,
Ontario, Canada
c/o CT Corporation System, 818 West 7th Street,
Los Ángeles, CA 90017. USA
Airport management and operation
Airport management and operation
Dormant
This annex is an integral part of note 7 to the 2005 annual accounts with which it should be read
Currencies other than the euro are converted using the year end exchange rate
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R
O
P
E
R
L
A
U
N
N
A
Auditors
% Indirect
holding
Company holding
indirect shares
Share capital
Reserves
(excl. interim div.)
Result
for year
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
TBI Airport Holdings Limited
TBI Airport Holdings Limited
London Luton Airport Group Limited
Cardiff International Airport Limited
Belfast International Airport Holdings Limited
Belfast International Airport Holdings Limited
Belfast International Airport Holdings Limited
Belfast International Airport Limited
TBI Global Limited
TBI Finance Ltd
TBI International Airports Limited
TBI (US) Holdings Limited
TBI US Operations Inc
TBI US Operations Inc
TBI US Operations Inc
TBI US Operations Inc
36,135
219
7,696
0
0
0
0
0
73
15
51,488
98,419
0
2,108
1
0
TBI US Operations Inc
TBI Airport Management Inc
TBI Airport Management Inc
TBI Airport Management Inc
2,665
1,157
0
0
33,549
1,154
(15,860)
0
101,875
0
0
107
(29)
(317)
3,941
0
114
(6,611)
(6,642)
8,235
0
(396)
0
0
6,828
0
(1)
649
(144)
192
(11,555)
(1,284)
(4,003)
(1,341)
109
(830)
(257)
2
(30)
6,250
1,759
3
0
0
0
TBI US Operations Inc
73,469
(10,376)
5_2 annual accounts and management report
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O
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R
L
A
U
N
N
A
INDIRECT SHAREHOLDINGS
(thousand euros)
Company
Through ACDL
TBI Partnership
TBI (US) LLC
TBI Overseas (Bolivia) LLC
Address
Activity
PO Box 6041, Toronto AMF, Toronto, Ontario,
L5P 1B2. Canada
2711 Centreville Road, Suite 400, Wilmington,
Delaware, 19808. USA
c/o Corporation Service Company, 2711 Centreville
Road, Suite 400, Wilmington. Delaware, 19808. USA
Airport management & operation
Holding company
Holding company
Servicios de Aeropuertos Bolivianos, S.A.
Santa Cruz de la Sierra, Santa Cruz. Bolivia
Airport management & operation
TBI Overseas (UK) LLC
c/o Corporation Service Company, 2711 Centreville
Road, Suite 400, Wilmington. Delaware, 19808. USA
Technical consulting services
This annex is an integral part of note 7 to the 2005 annual accounts with which it should be read
Currencies other than the euro are converted using the year end exchange rate
(1) Holding of abertis: 100 %. Direct 99.75 %; indirect through Gicsa: 0.25 %.
(2) Financial statements at 31 December 2005, excluding the effect of inflaction considered in local criteria.
(3) Consolidated information (IFRS criteria). The amount of minority interest is included in reserves.
(4) Shares of Brisa, Auto-estradas do Portugal, S.A. are traded on the Lisbon Stock Exchange. The average price for the last quarter 2005 was 6.84 euros. At the close of
the year the price was 7.16 euros.
(5) Information at 30 November 2005.
(6) The shares of Autostrade, S.p.A. are traded on the Milan Stock Exchange. The average price for the last quarter of 2005 was 19.45 euros. At the close of the year the
price was 20.26 euros.
(7) Information consolidated at 30 September 2005 (IFRS criteria).
(8) The shares of GCO trade on the Argentine Stock Exchange. The average price for the last quarter of 2005 was 1.91 Argentine pesos. At the close of the year the price
was 1.85 Argentine pesos. 57,6% of the voting rights are held.
(9) Indirect shareholding abertis: 22.5 %. Indirect through Iberpistas, S.A.C.E. : 15 % and AVASA: 7.5 %.
(10) Indirect shareholding abertis: 100 %. Indirect through retevisión 78.37 % and Tradia: 21.63 %.
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U
N
N
A
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% Indirect
holding
Company holding
indirect shares
Share capital
Reserves
(excl. interim div.)
Result
for year
PwC
PwC
PwC
PwC
PwC
90.00
90.00
90.00
90.00
90.00
TBI Toronto Inc
TBI Overseas Holdings Inc
TBI (US) LLC
TBI Overseas (Bolivia) LLC
TBI Overseas Holdings Inc
(208)
23,037
4,861
3,282
2,509
23
(6,277)
0
5,291
1,054
0
0
(128)
1,017
1,697
218
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R
O
P
E
R
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A
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N
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A
5_2 annual accounts and management report
ABERTIS INFRAESTRUCTURAS, S.A.
MANAGEMENT REPORT FOR 2005
Abertis Infraestructuras, S.A. (abertis) is parent of a business group that provides its services in the
areas of infrastructure management serving mobility and communications. It operates in the sectors
of highways, car parks, logistics infrastructure, telecommunication infrastructure and airports.
During 2005 the following significant events have occurred in the Group that it leads:
• In the highways sector, the sale by Schemaventotto (the company that groups the core shareholders
of Autostrade) of 2.053% of Autostrade, reducing the indirect shareholding of abertis to 6.68%,
the sale of shareholdings in Concesiones de Madrid (25%) and Autopista Central Gallega (18%)
and the increase in the shareholding in Accesos de Madrid (to 31.2%). In December 2005, a
consortium led by abertis was selected by the French Government to acquire the highway
concessionaire Sanef. The effective acquisition of 75.7% of this company took place at the beginning
of February 2006, and the Public Takeover Offer for the outstanding 24.3% commenced.
• In the car park sector, Saba acquired 40% of Saba Italia (raising its shareholding to 100%) during
the year and has continued its expansion in Chile (acquisition of companies that manage 7 car
parks), Italy (acquisition in Venice and opening in Modena) and Portugal (opening of two car parks).
• In the logistics infrastructure sector the development of the logistics projects in Álava, Seville and
ZAL Prat continues, in which abertis participates and the Parc Logístic de la Zona Franca and ZAL
Barcelona remain fully occupied.
• In the telecommunication infrastructures sector the initiation of Digital Terrestrial Television is of
particular note, with significant involvement of subsidiary companies of abertis telecom as sole
providers of the distribution of this new type of signal, as well as the award of two tenders for the
transmission of autonomous TV and radio signals.
• Finally, in the airports sector the company ACDL, in which abertis holds 90%, took 100% control
of the company TBI, having launched a Public Takeover Offer in 2004, giving it a 29% stake at the
end of 2004. Also of note was the inauguration of the expansion of the London-Luton airport
terminal managed by TBI.
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 financial statements of
abertis reflect the consequences of this investment activity and role as parent of the Group.
The balance sheet is mainly comprised of the portfolio of shareholdings and the financing of these
holdings through equity and debt. It also includes the financing obtained and ceded as a result of
the centralisation of the Group’s debt in abertis which is responsible for covering the funding
requirements of its subsidiaries.
219
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N
N
A
During 2005, and as part of the ongoing process of optimising the Group’s financial structure, bonds
were issued for the amount of 700 million euros amongst institutional investors for terms of between
15 and 20 years, and long-term financial operations have been arranged to cover the new funding
requirements of the Group.
The balance of the financial structure of abertis is illustrated by maintaining one of the highest debt
ratings awarded to private companies in Spain.
The profit and loss account basically reflects the transfer of the results generated in the different
companies of the Group through the dividend policy, the financial expenses and income related to
the financing activity, as well as the costs derived from the corporation structure.
The profit for the year rose to 387.5 million euros, which represents an increase of 7.3% 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 2005 of 0.25 euros gross per share.
The total dividend to be charged against profit for 2005 will be 289.5 million euros, rising to 0.5
euros gross per share with the interim dividend already paid, an increase of 9.6% on the dividend
distributed and charged against results in the previous year. The willingness to set an annual
dividend at this new level is an indication of the confidence in the consolidation of the return on
investments made in recent years and their growing contribution to profits.
In 2006 a significant change in the key figures is expected as a result of the inclusion of the
shareholding in the French group Sanef and the financing associated with its acquisition, whilst
trusting that the positive contribution of all the 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.
Furthermore, those investment opportunities that meet the strict requirements of soundness and
return demanded by the Group will continue to be analysed, in order to continue providing shareholders
with a balanced combination of investments in sectors related with transport and communication
infrastructures.
5_2 annual accounts and management report
220
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A
Under the authorisation approved by the Shareholders’ Meeting and in response to the offer from
a core shareholder interested in selling its shareholding, in December 2005 the Company acquired
own shares for the sum of 185.9 million euros (1.5% of the capital). During the month of December
part of these shares (0.173% of the capital) were sold, generating a capital gain of 0.35 million euros.
At the close of the financial year the Company held 7,685,832 own shares (1.33% of the capital).
In accordance with the regulations in force, it has raised a provision up to the book value as indicated
in the notes to the annual accounts. It is the Company’s intention to continue placing this packet
of shares in the market during 2006.
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www.abertis.com