Quarterlytics / Industrials / Industrial - Distribution / Abertis Infraestructuras S.A. / FY2005 Annual Report

Abertis Infraestructuras S.A.
Annual Report 2005

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Industry Industrial - Distribution
Employees 10,000+
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FY2005 Annual Report · Abertis Infraestructuras S.A.
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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

20
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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
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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
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3_1 highways

23

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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

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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

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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

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E
M
R
O
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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

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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

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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

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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

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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

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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
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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

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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

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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

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E
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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

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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

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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

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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

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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.

 
 
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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

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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.

 
 
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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

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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.

 
 
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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

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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

 
 
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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

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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.

 
 
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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.

 
 
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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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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.

 
 
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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.

 
 
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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.

 
 
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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

 
 
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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.

 
 
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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.

 
 
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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

 
 
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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.

 
 
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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).

 
 
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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

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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

 
 
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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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5_1 consolidated annual accounts and management report

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.

 
 
79

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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.

 
 
5_1 consolidated annual accounts and management report

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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.

 
 
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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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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.

 
 
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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.

 
 
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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

 
 
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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).

 
 
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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).

 
 
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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:

 
 
 
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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).

 
 
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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

 
 
 
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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.

 
 
 
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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.

 
 
 
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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

 
 
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N
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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.

 
 
  
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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

  
 
 
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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.

 
 
 
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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

 
 
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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:

 
 
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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.

 
 
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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

 
 
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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

 
 
 
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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

 
 
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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.

 
 
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A
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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

 
 
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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

 
 
 
 
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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:

 
 
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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

 
 
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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

 
 
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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

 
 
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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.

 
 
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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)

 
 
 
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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.

 
 
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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
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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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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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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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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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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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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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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).

 
 
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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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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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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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N
A

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

 
 
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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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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.

 
 
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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

 
 
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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

 
 
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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.

 
 
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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.

 
 
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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.

 
 
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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.

 
 
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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.

 
 
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N
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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

 
 
 
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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.

 
 
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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.

 
 
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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:

 
 
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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 

…

 
 
 
 
 
 
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% 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 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

 
 
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% 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

—

—

—

—

 
 
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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

 
 
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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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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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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

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

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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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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

 
 
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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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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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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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% 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

 
 
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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.

 
 
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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

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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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