Annual accounts and Corporate Governance Report Abertis 2010
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Annual accounts and Corporate Governance Report Abertis 2010 Annual accounts and Corporate Governance Report Abertis 2010 Presentation Transcript

  • consolidated annual accounts 10
  • 2 AR CSR AAABERTIS INFRAESTRUCTURAS, S.A. INDEXAND SUBSIDIARY COMPANIES Consolidated Balance Sheets at 31 December 3 Consolidated Income statements at 31 December 4Consolidated Annual Accounts and Consolidated Directors’ Report Consolidated Statements of Comprehensive Income 4Year Ended 31 December 2010 Statement of Changes in Consolidated Net Equity 5(prepared under International Financial Reporting Standards) Consolidated Cash Flow Statements 6 Notes to the 2010 consolidated annual accounts 7 1. General information 7 2. Basis of presentation 7 3. Accounting policies 11 4. Management of financial risk and capital 18 5. Property, plant and equipment 21 6. Goodwill and other intangible assets 23 7. Investment property 26 8. Investments in associates 27 9. Available-for-sale financial assets 28 10. Derivative financial instruments 29 11. Trade and other receivables 31 12. Cash and cash equivalents 33 13. Net equity 34 14. Borrowings 43 15. Deferred income 45 16. Trade and other payables 45 17. Income tax 45 18. Obligations for employee benefits 48 19. Provisions and other liabilities 50 20. Income and expenses 51 21. Contingencies and commitments 53 22. Business combinations 53 23. Shareholdings in multigroup companies 53 24. Environment 55 25. Segment reporting 55 26. Related parties 59 27. Share-based payments 65 28 Other information 67 29. Subsequent events 69 30. Matters arising from the transition to IFRIC 12 69 APPENDIX I. Subsidiary companies included in consolidation scope 75 APPENDIX II. Multi-group companies included in consolidation scope 81 APPENDIX III. Related companies included in consolidation scope 82 CONSOLIDATED MANAGEMENT REPORT FOR 2010 85 1. Disclosures on compliance with the provisions of article 262 of the Spanish Corporate Enterprises Act 85 2. Disclosures on compliance with the provisions of article 116 b of the Securities Exchange Act 87 3. Annual corporate governance report 91
  • 3 AR CSR AAConsolidated Balance Sheets at 31 December (thousand Euros) Consolidated Balance Sheets at 31 December (thousand Euros) 2009 1 January 2009 2009 1 January 2009 Notes 2010 Notes 2010 Restated* Restated* Restated* Restated* ASSETS NET EQUITY Capital and reserves attributable to the Non-current assets Company’s equity holders Share capital 13.a 2,217,113 2,111,537 2,010,987 Property, plant and equipment 5 1,880,755 1,822,190 1,649,944 Share premium 13.a 417,733 523,309 579,690 Goodwill 6 4,397,724 4,350,453 4,185,015 Treasury shares 13.a (258,996) (261,113) (262,607) Other intangible assets 6 12,549,808 12,671,687 11,510,478 Reserves 13.b (55,314) 149,213 (183,503) Investment property 7 444,150 361,812 291,914 Retained earnings and other reserves 13.c 1,699,946 1,476,722 959,271 Investments in associates 8 1,461,077 1,373,983 1,346,800 4,020,482 3,999,668 3,103,838 Deferred income tax assets 17.c 798,485 726,992 590,414 Available-for-sale financial assets 9 474,997 1,342,010 983,998 Non-controlling interests 13.d 1,433,000 1,334,421 1,279,525 Derivative financial instruments 10 235,218 248,941 317,634 Trade and other receivables 11 971,733 721,487 304,501 Net equity 5,453,482 5,334,089 4,383,363 Non-current assets 23,213,947 23,619,555 21,180,698 LIABILITIES Current assets Non-current liabilities Inventories - 33,581 35,356 26,383 Borrowings 14 14,247,781 13,847,881 12,763,366 Trade and other receivables 11 949,136 875,861 896,177 Derivative financial instruments 10 402,311 344,048 107,402 Derivative financial instruments 10 862 70 4,570 Deferred income 15 47,226 156,400 45,653 Cash and cash equivalents 12 482,328 341,769 299,227 Deferred income tax liabilities 17.c 1,773,729 1,740,019 1,409,624 Current assets 1,465,907 1,253,056 1,226,357 Employee benefit obligations 18 70,529 74,274 57,102 Provisions and other liabilities 19 1,003,757 946,742 822,726 Non-current assets held for sale 9 612,325 - - Non-current liabilities 17,545,333 17,109,364 15,205,873 Assets 25,292,179 24,872,611 22,407,055 Current liabilities Borrowings 14 1,128,173 1,337,640 1,863,988These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84. Derivative financial instruments 10 7,535 10,494 3,015(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, Trade and other payables 16 633,842 615,762 596,874and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30. Current tax liabilities - 217,949 214,777 146,155 Provisions and other liabilities 19 305,865 250,485 207,787 Current liabilities 2,293,364 2,429,158 2,817,819 Liabilities 19,838,697 19,538,522 18,023,692 Net equity and liabilities 25,292,179 24,872,611 22,407,055 These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84. (*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.
  • 4 AR CSR AAConsolidated Income Statements at 31 December (thousand Euros) Consolidated Statements of Comprehensive Income (thousand Euros) Notes 2010 2009 Restated* 2009 Rendering of services 20.a 3,962,704 3,805,647 Notes 2010 Restated* Other operating income 20.b 103,267 73,549 Own work capitalised - 18,511 19,926 Profit for the year 743,349 684,151 Other income 20.b 21,380 4,736 Net income and expenses charged directly to net equity: Operating income 4,105,862 3,903,858 Personnel expenses 20.c (620,080) (604,504) Net fair value gains (gross of tax) of available-for-sale financial assets 9/13 (256,518) 357,068 Other operating expenses - (980,581) (926,087) Cash flow hedges in parent, fully and proportionally consolidated 10 (96,527) (135,714) companies Variation in trade provisions - (7,923) (14,867) Asset impairment 5/6/7 (15,955) (3,471) Cash flow hedges / net foreign investment in parent, fully and 10 (148,969) (160,045) proportionally consolidated companies Depreciation and amortisation expenses 5/6/7 (959,060) (907,145) Cash flow hedges / net foreign investment companies accounted for by Other expenses - (2,850) (2,618) 13 26,240 (5,442) equity accounting Operating expenses (2,586,449) (2,458,692) Currency translation differences 13 223,558 194,545 Increase in fair values of interest in Avasa - - 318,824 Operating profit 1,519,413 1,445,166 Others 13.c (30,290) 71,383 Variation in valuation of hedging instruments 20.d (1,076) (373) Actuarial gain and loss 18 (89) (17,717) Financial income 20.d 200,554 187,509 Tax on items taken directly to or transferred from net equity 17.c 69,816 75,994 Financial expense 20.d (866,607) (773,664) (212,779) 698,896 Net financial result (667,129) (586,528) Releases to the income statement: Results of companies accounted for by equity accounting 8/13.c.iii 116,971 77,120 Cash flow hedges in fully and proportionally consolidated companies 20.d 90,848 67,722 Profit before tax 969,255 935,758 Cash flow hedges / net foreign investment in fully and proportionally 20.d 6,710 181 Corporate income tax 17.b (225,906) (251,607) consolidated companies Tax effect 17.c (30,636) (21,509) Net income for the year 743,349 684,151 66,922 46,394 Attributable to non-controlling interests 13.c 81,734 60,425 Other comprehensive income (145,857) 745,290 Attributable to the company’s equity holders 661,615 623,726 Earnings per share (expressed in € per share) Total comprehensive income 597,492 1,429,441 - basic 13.f 0.91 0.86 - diluted 13.f 0.91 0.86 Attributible to: The Company’s equity holders 451,562 1,306,003These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84. Non-controlling interests 145,930 123,438(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, 597,492 1,429,441and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30. These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84. (*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.
  • 5 AR CSR AAStatement of Changes in Consolidated Net Equity (thousand Euros) Capital, share Premium Retained earnings and Reserves Non-controlling interest Net equity and treasury shares Other reserves Notes 13.a 13 13.c 13.d At 1 January 2010 2,373,733 149,213 1,476,722 1,334,421 5,334,089 Comprehensive income for the year - (204,527) 656,089 145,930 597,492 Final dividend 2009 and interim dividend 2010 - - (432,865) (68,418) (501,283) Treasury shares 2,117 - - - 2,117 Changes in scope - - - (1,719) (1,719) Capital increase / (decrease) - - - 22,786 22,786 At 31 December 2010 2,375,850 (55,314) 1,699,946 1,433,000 5,453,482 Capital, share Premium Retained earnings and Reserves Non-controlling interest Net equity and treasury shares Other reserves Notes 13.a 13 13.c 13.d At 1 January 2009 2,328,070 (183,503) 1,228,034 1,406,365 4,778,966 Changes in accounting policies (see Note 30) - - (268,763) (126,840) (395,603) At 1 January 2009 Restated (*) 2,328,070 (183,503) 959,271 1,279,525 4,383,363 Comprehensive income for the year - 332,716 973,287 123,438 1,429,441 Final dividend 2008 and interim dividend 2009 - - (412,253) (63,495) (475,748) Changes in scope - - 586 (586) - Treasury shares 1,494 - - - 1,494 Capital increase / (decrease) 44,169 - (44,169) (4,461) (4,461) At 31 December 2009 Restated (*) 2,373,733 149,213 1,476,722 1,334,421 5,334,089These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84.(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009,and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.
  • 6 AR CSR AAConsolidated Cash Flow Statements (thousand Euros) Consolidated Cash Flow Statements (thousand Euros) 2009 Notes 2010 Restated* 2009 Notes 2010 Net cash flow from operating activities: Restated* Net income for the year 743,349 684,151 Net cash flow from investing activities: Adjustments to: Business combinations and changes in consolidation scope - (5,993) (502,739) Taxes 17.b 225,906 251,607 Acquisition of shareholdings in associates 8 (24,851) (40,650) Depreciation and amortisation for the year 5/6/7 959,060 907,145 Proceeds from sale property, plant and equipment - 22,151 30,557 Variation in asset impairment provision 5/6/7 15,955 3,471 Purchases of property, plant and equipment and intangible assets and 5/6/7 (734,559) (695,912) (Profit)/loss, net, on sale of property, plant and equipment and investment property - (18,530) (2,118) Purchases of available-for-sale financial assets 9 (275) (1,732) intangible assets and other assets (Profit)/loss on hedging instruments 20.d 1,076 373 8/20.d/ Dividends received from associates and shareholdings 125,391 114,315 Variation in post-employment provisions 18 15,298 15,938 26.c Variation in provisions for IFRIC 12 and other provisions 19 78,970 71,237 Others - 44,429 35,209 Dividend income 20.d (56,337) (54,858) Interest income 20.d (144,217) (132,651) (B) Total Net Cash Flow from Investing Activities (573,707) (1,060,952) Interest expense 20.d 866,607 773,664 Release of deferred income to profit and loss 15 (5,586) (10,506) Net cash flow from financing activities: Other adjustments to net income 11 (98,333) (76,760) Receipt borrowings during the year 14 983,484 2,119,248 Share in results of associates accounted for by equity accounting 8 (116,971) (77,120) Repayment of borrowings 14 (1,135,939) (1,983,561) 2,466,247 2,353,573 Dividends paid to equity holders of the Parent Company 13 (432,865) (412,253) Variation in current assets/liabilities: Treasury shares 13 2,117 1,494 Inventories - 1,775 (8,903) Repayment of share premium to non-controlling interests 13 (68,418) (67,956) Trade and other receivables - (72,320) 40,218 Derivative financial instruments - (3,751) 11,979 (C) Total Net Cash Flow from Financing Activities (651,621) (343,028) Trade and other payables - 18,080 (12,100) Other current liabilities - 59,864 (12,533) (D) Effect of variation in exchange rates (14,371) (106,900) 3,648 18,661 Cash flow generated from operations 2,469,895 2,372,234 Net (decrease) / increase in cash and cash equivalents 140,559 42,542 (A)+(B)+(C) + (D) Corporate income tax paid - (257,126) (137,161) Interest and settlement of hedges paid - (798,401) (753,625) Opening balance of cash and cash equivalents 341,769 299,227 Interest and settlement of hedges received - 103,188 115,082 Utilisation of provisions for post-employment benefits 18 (12,565) (9,849) Closing balance of cash and cash equivalents 482,328 341,769 Utilisation of provisions for IFRIC 12 and other provisions 19 (81,606) (78,513) Other payables 19 8,465 36,255 These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84. Receipt / refund of grants and other deferred income 15 811 1,247 (*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30. Non-current debtors and other receivables - (52,403) 7,752 (A) Total Net Cash Flow from Operations 1,380,258 1,553,422These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84.(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, andreflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.
  • 7 AR CSR AANOTES TO THE 2010 CONSOLIDATED ANNUAL ACCOUNTS These consolidated annual accounts prepared under IFRS have been formulated by the Directors of abertis in order to provide a true and fair view of its consolidated equity, financial situation for the year1. GENERAL INFORMATION ended 31 December 2010, consolidated results from its operations, the changes in consolidated net equity and consolidated cash flows in accordance with the above-mentioned legislation in force.Abertis Infraestructuras, S.A. (hereinafter abertis or the Parent Company) was incorporated in Barcelona The first consolidated annual accounts to be presented under IFRS were those for the year ended 31on 24 February 1967. The Company’s registered office is in Avenida del Parc Logistic nº 12-20, Barcelona. December 2005. Consequently, IFRS-1, “First-time Adoption of the International Financial ReportingOn 30 May 2003 the Company’s name was changed from Acesa Infraestructuras, S.A. to its current name. Standards” was applied at the transition date of 1 January 2004.abertis is the parent company of a group of companies mainly engaged in the management of mobility As per IFRS, these consolidated annual accounts for 2010 include, for comparative purposes, theand communications infrastructures operating in five sectors: motorway concessions, telecommunications, aggregates for the previous year, which have been duly restated as a result of the adoption by theairports, car parks and logistics facilities. Group effective 1 January 2010 of IFRIC 12 – “Service Concession Arrangements”. To do so, the respective consolidated opening balance sheet has been prepared under IFRIC 12 at the transition date of 1 JanuaryIts business purposes include the construction, maintenance and operation of motorways under 2009 (see Note 3.r.i and Note 30).concession; the management of motorway concessions in Spain and internationally; the constructionof roads; ancillary construction activities, maintenance and operation of motorways, including service As stated in Note 3.r, at the date of preparation of these consolidated annual accounts, there are standardsstations, integrated logistics and/or transport centres and/or car parks, as well as any other activity and interpretations which during 2010 were revised and being studied by the corresponding internationalrelated to transport infrastructures and communications and/or telecommunications for the mobility regulatory bodies. In any case, the application of these will be considered by the Group once they areand transport of people, goods and information, under the necessary authorisation, as the case may be. approved by the European Union, as the case may be.The Company can undertake its business purposes, especially its concessionary activity, directly or The preparation of the consolidated annual accounts under IFRS requires Management to makeindirectly through its shareholding in other companies, subject, in this respect, to the legal provisions in certain accounting estimates and certain judgements. These are continuously evaluated and are basedforce at any time. 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 theNote 28.c includes information on the Group’s concession contracts. best information available at the time of preparing these consolidated annual accounts, in accordanceThe lists of the subsidiary and multi-group companies of abertis, which together with the parent with IAS-8, any modification in the future of these estimations would be applied from that point on,Company make up the consolidated group (hereinafter, the Group) at 31 December 2010 are set out in recognising the impact of the change in the estimates made in the consolidated income statement forAppendix I and Appendix II, respectively. the year in question.The aggregates contained in all the financial statements that form part of the consolidated annual The main estimates and judgements considered in preparing the consolidated annual accounts are theaccounts (consolidated balance sheet, consolidated income statement, consolidated statement of following:comprehensive income, consolidated statement of changes in net equity, consolidated cash flowstatement) and the notes to the consolidated annual accounts are expressed in thousand Euros, unlessexplicitly stated in million Euros. • Estimated loss for impairment of goodwill and other non-financial assets (see Notes 3.c, 3.d, 6 and 7) and financial assets (see Notes 3.e and 11). • Fair value of derivatives and other financial instruments (see Notes 3.f and 10).2. BASIS OF PRESENTATION • Estimate of the intervention cycles in determining the provisions under IFRIC 12 effective 1 January 2010 (see Notes 3.o, 19 and 30).a) Basis of Presentation • Fair value of assets and liabilities in business combinations (see Note 22).These consolidated annual accounts have been prepared in accordance with the International Financial • Available-for-sale financial investments and non-current assets held for sale (See Notes 3.e.i, 3.iReporting Standards adopted by the European Union under Regulation (EC) No. 1606/2002 of the and 9).European Parliament and the Council on 19 July 2002 and others in force at 31 December 2010(hereinafter, IFRS). In addition, the obligation to present consolidated annual accounts under EU approved • Actuarial hypotheses used in determining the liabilities for post-employment obligations andIFRS is governed by the final eleventh provision of the Tax, Administrative and Corporate Measures Act, other commitments with employees (see Notes 3.m and 18).Law 62/2003/30 December (Official State Gazette (BOE) of 31 December 2004). • Corporate income tax (see Notes 3.l and 17).
  • 8 AR CSR AAThe consolidated annual accounts have been prepared on the basis of historical cost, except in the cases Appendix II to these Notes gives information on the multigroup companies included in consolidationspecifically mentioned in these Notes. scope at 31 December 2010.The consolidated annual accounts have been prepared on the basis of uniformity in recognition andmeasurement. If new standards modifying the existing valuation principles become applicable, they will Associatesbe applied in accordance with the transition criteria set down in said standards. Associates are companies in which abertis has significant influence and a long-term relationship thatCertain amounts in the consolidated income statement and the consolidated balance sheet have been fosters and influences its business in spite of a small representation in the management and controlgrouped together for clarity, with their breakdown being shown in the Notes to the consolidated annual bodies, generally accompanied by a shareholding of between 20% and 50% of the voting rights.accounts. Investments in associates are accounted for by equity accounting and initially stated at acquisitionThe distinction presented in the consolidated balance sheet between current and non-current entries has cost. The shareholding of abertis in associates includes, as per IAS 28, goodwill (net of any loss orbeen made on the basis of whether the assets and liabilities fall due within one year or more. accumulated impairment) identified in the acquisition and recorded under “Investments in associates” inAdditionally, the consolidated annual accounts include all the information that is considered necessary the consolidated balance sheet.for their correct presentation under company law in force in Spain. Thereafter, the share of abertis in the earnings and reserves of associates is recognised in the consolidatedThe consolidated annual accounts of abertis together with the parent Company’s annual accounts and the income statement and as consolidation reserves (other comprehensive income), respectively, with theaccounts of subsidiary companies will be presented at their respective Shareholders’ General Meetings in value of the shareholding as the balancing entry in both cases. Dividend receipts and/or accrual afterdue time. The Directors of the Group expect these accounts to be approved without significant changes. acquisition are adjusted against the value of the shareholding. In the event that the Group’s share in the losses of an associate is equal to or greater than the financialb) Consolidation principles value of its shareholding, including any other unsecured outstanding accounts receivable, additional losses will not be recognised unless obligations have been incurred or payments made in the name of the associate.i) Consolidation methods Appendix III to these Notes provides the particulars of the associates included in the consolidation scope under equity accounting at 31 December 2010.Subsidiary CompaniesSubsidiary Companies are all those entities in which abertis directly or indirectly controls the financial ii) Standardisation of timing and valuationand operating policies. This normally occurs when more than half of the voting rights are held. Additionally, Except for Eutelsat Communications, S.A. which year end is 30 June, all the companies included in thein order to evaluate whether abertis controls another entity, the existence and effect of potential voting consolidation scope close their financial year on 31 December and for the purposes of the consolidationrights that are can be exercised or convertible at this time are also considered. Subsidiary companies are process the respective financial statements prepared under IFRS principles have been used. In accordanceconsolidated as from the date on which control passes to abertis, and they are de-consolidated on the with current legislation, these companies present individual annual accounts in accordance with thedate that control ceases to exist. standards applicable in their country of origin.Subsidiary companies are fully consolidated. In the specific case of Eutelsat Communications, S.A. the respective timing standardisation has beenAppendix I to these Notes provides a breakdown of critical information on all the subsidiary companies undertaken and for the purposes of the consolidation process the respective financial statementsincluded in the consolidation scope at 31 December 2010. prepared under IFRS principles for the year ended 31 December have been used. The standards of valuation applied by the Group companies largely coincide. However, whenever necessaryMultigroup Companies (Joint Ventures) the corresponding adjustments are made to standardise valuation to ensure uniformity of the accountingThese are companies that have a contractual arrangement with a third party to share control of their policies of the companies included in the consolidation scope with the policies adopted by the Group.activity and where the strategic financial and operating decisions related thereto require the unanimousarrangement of all the parties that share control.The interests of the Group in joint ventures are accounted for under the proportional consolidationmethod.
  • 9 AR CSR AAiii) Differences on first consolidation • Net equity is translated at historical exchange rates.As indicated in Note 3.r, the Group applies the new IFRS-3 revised to business combinations created as • Entries in the income statement are translated using the average exchange rate for the period as anfrom 1 January 2010. approximation of the exchange rate at the transaction date.The Group uses the acquisition method to account for the acquisition of subsidiary companies. The • The other balance sheet entries are translated at the year end exchange rate.acquisition cost is the fair value of the assets, the equity and the liabilities on acquisition date, plus As a result of using this method, the currency translation differences generated are included underany asset or liability resulting from the contingent consideration. The costs directly attributed to the “Reserves – Cumulative translation adjustments” in net equity on the consolidated balance sheet.acquisition are recognised directly in the consolidated income statement for the year in which it takesplace. vi) OthersThe identifiable assets acquired and the liabilities and contingencies assumed in a business combinationare initially valued at their fair value on acquisition date, including the non-controlling interests. For The currency translation differences that arise from the translation of net investment in foreigneach business combination, the Group can elect to recognise any non-controlling interest in the acquired companies, and from loans and other instruments in non-Euro currencies designated as hedges on thesecompany at fair value or for the proportional part of the non-controlling interest of the net identifiable investments, are recorded against net equity. When they are sold, said cumulative translation adjustmentsassets of the acquired entity. are recognised in the income statement as part of the consolidated gain or loss on the sale.The excess of the acquisition cost over the fair value of the shareholding is accounted for as consolidation The adjustments to goodwill and the fair value that arise from the acquisition of a foreign entity aregoodwill, which is assigned to the respective cash generating unit. considered as assets and liabilities of the foreign entity and are translated using the year end exchange rate.On the contrary, if the acquisition cost is less than the fair value of the equity of the company acquired,if the purchase is made under advantageous conditions, the difference is recognised directly in thestatement of comprehensive income. vii) Variations in the consolidation scopeConsolidation goodwill is not written off on a straight-line basis and is subject to an annual impairment No significant changes in the consolidation scope or in the companies that make it up have impactedtest, as indicated in Note 3.c. these consolidated annual accounts in 2010In step-acquisitions, when control is obtained, the fair value of the assets and liabilities of the business Other changes having a minor impact have been as follows:acquired must be determined, including the portion already held. The differences with the assets and • On 3 June 2010, the associate Centro Intermodal de Logística, S.A. (cilsa) sold its entire stake in theliabilities previously recognised must be recognised in the income statement. Group subsidiary Consorcio de Plataformas Logísticas, S.A. (cpl), and reduced the indirect shareholdingAs indicated in Note 2.b.i, the goodwill related to acquisitions of associates is included as part of the of abertis as at that date from 66.68% to 51%.respective shareholding, and is valuated in accordance with the procedures set out in Note 3.b.iv. • On 30 December 2010 the shareholding of abertis (through the subsidiary Abertis Logística, S.A.) in Consorcio de Plataformas Logísticas, S.A. (cpl), a fully consolidated company, rose from theiv) Elimination of internal operations aforementioned 51% to 64.5%, through the capital increase that the latter performed, which was subscribed by Abertis Logística, S.A. through a non-cash contribution of the 32% stake it held in CentroThe balances and intercompany transactions between companies of the Group are eliminated, as are the Intermodal de Logística, S.A. (cilsa).unrealised profits from third parties generated by transactions between Group companies. Unrealisedlosses are also eliminated, unless the transaction provides evidence of a loss due to the impairment of As a result of the non-cash contribution made by the other shareholder of Consorcio de Plataformasthe transferred asset. Logísticas, S.A. (cpl) in order to subscribe the aforementioned capital increase, cpl has come to own 44% of Centro Intermodal de Logística, S.A. (cilsa), and, accordingly, this company, in light of the newIn transactions with joint ventures (multigroup companies) the share in the profit or loss from operations shareholder arrangements as from that date, has gone from being accounted for by equity accountingwith Group companies is only recorded in the part corresponding to other venturers. to proportional consolidation effective 30 December 2010. Consequently, the indirect shareholding of abertis of cilsa is 23.38%.v) Translation of financial statements in foreign currencies The shareholding operations at 30 December 2010 have not had a relevant impact on equity.The financial statements of foreign companies, none of which operate in hyperinflationary economies, • Increase in the shareholding of abertis in Saba Aparcamientos, S.A. (saba) rising from 99.46% to 99.48%.prepared in a functional currency (that of the main economic area in which the entity operates) distinct • Increase in the shareholding of Saba Aparcamientos, S.A. in Parcheggi Pisa, S.r.L. from 70% to 80%, and,from the presentation currency of the consolidated annual accounts (Euros) are translated into Euros accordingly, the indirect shareholding of abertis is now 79.58%.using the year end exchange rate, whereby:
  • 10 AR CSR AA • Increase in the shareholding of Saba Aparcamientos, S.A. in Saba Aparcament de Santa Caterina, S.L. o 75% of Sociedad Concesionaria del Elqui, S.A. (elqui), a Chilean operator toll motorway company from 92% to 100%, and, accordingly, the indirect shareholding of abertis is now 99.48%. of which abertis already held the remaining 25%. This company went from consolidation by • Increase in the shareholding of abertis in Autopistas de Puerto Rico and Compañía, S.E. (apr) from 75% equity accounting to full consolidation. to 100%. o 49% of Gestora de Autopistas, S.A. (gesa), Chilean company in charge of the operation and • Sale in September 2010 of Rabat Parking, S.A. in which abertis had an indirect shareholding of 50.72%. maintenance of motorways of which abertis already held the remaining 51%, and, accordingly, it was still fully consolidated. • Teledifusión de Madrid, S.A., in which abertis had an indirect shareholding of 80%, left the consolidation scope in June 2010. • Takeover merger of the group companies Saba Campo San Giacomo S.r.L. and Saba Italia S.p.A., that As a result of the acquisition 50% of avasa, the indirect shareholding of abertis increased in the investee latter of which is 99.48% owned by abertis (through Saba Aparcamientos, S.A.). companies Infraestructuras y Radiales, S.A. (irasa), Autopistas del Henares, S.A. (henarsa) and Erredosa Infraestructuras, S.A. (erredosa) from 22.50% to 30.00%. All of these companies was still consolidated • Incorporation of the company Overon US, Inc., fully owned by Servicios Audiovisuales Overon, S.L. by equity accounting. (overon), proportionally consolidated by the Group by virtue of current shareholders’ arrangements (abertis holds an indirect 51% stake). • Incorporation of the company Impulso Aeroportuario del Pacífico, S.A. de C.V., 99.9% owned by the Other variations in 2009 with less impact on these consolidated annual accounts have been as follows: associate Airports Mexicanos del Pacífico, S.A. de C.V. (AMP), consolidated by equity accounting (abertis holds an indirect stake of 33.33%). • Increase in the shareholding of abertis in Saba Aparcamientos, S.A. (saba), from 99.38% a un 99.46%. • Incorporation of the company Parcheggio Largo Bellini S.r.L 80% owned by Saba Italia S.p.A and fully • Increase in the shareholding of Saba Portugal Parque de Estacionamiento, S.A. in Liz Estacionamientos consolidated. Through Saba Aparcamientos, S.A. abertis holds an indirect stake of 79.58%. from 51.00% to 100%, and, accordingly, the indirect interest of abertis (through Saba Aparcamientos, • Incorporation of the company Constructura de Infraestructura Vial SAS, fully owned by Concesionaria S.A.) is now 99.46%. This company is still fully consolidated. Vial de los Andes, S.A. (coviandes), bringing the stake of abertis to 40%. This company has been • Increase in the indirect shareholding of abertis in GAP from 5.77% to 5.80%. consolidated by equity accounting. • Decrease in the shareholding of abertis telecom, S.A. in Eutelsat Communications, S.A. from 31.43% to • Incorporation of the company Consorci de Parcs Logístics del Penedés, S.L., fully owned by Abertis 31.35% as a result of the capital increases not subscribed by abertis. This company is still consolidated Logística, S.A. This company has been fully consolidated. by equity accounting. Furthermore, and as a result of this, the total interest of abertis in Hispasat, S.A. • Incorporation of the company Consorci de Parcs Logístics Toulouse, fully owned by Consorcio de has gone from 42.08% to 42.06%. Plataformas Logísticas, S.A. (cpl). This company has been fully consolidated. • Sale in April 2009 of Masternaut and Masternaut International in which abertis held an indirect interest of 50.75% and 52.55%, respectively. Furthermore, the most significant changes in the consolidation scope and in the companies that make it • Takeover merger of the Group companies Parbla, S.A. and Saba Aparcamientos, S.A., the latter held up in 2009 were as follows: 99.46% by abertis. • On 26 June 2009, acquisition of shareholdings in various companies (formerly owned by Itínere • Incorporation of Infraestructures Viàries de Catalunya, S.A., which is fully owned by abertis and fully Infraestructuras, S.A.), of which abertis was already a shareholder, from Pear Acquisition Corporation, consolidated. S.L. (company controlled by the infrastructure fund of Citi Infrastructure Partners, L.P.) for an overall • Incorporation of Sanef Aquitaine, S.A.S., which is fully owned by sanef and fully consolidated. amount of Euros 616 million. This acquisition was effective for accounting purposes on 30 June 2009 • Incorporation of Sanef Tolling Ltd., 70% owned by sanef, and fully consolidated. and includes the following shareholdings: • Incorporation of Sanef Concession, 99.86% owned by sanef and fully consolidated. • Incorporation of Abertis Autopistas Chile Limitada, fully owned by Abertis Infraestructuras Chile Limitada o 50% of Autopista Vasco-Aragonesa, S.A. (avasa), operator toll motorway company of which and fully consolidated. abertis already held the other 50%. This company went from proportional to full consolidation. • Incorporation of Parcheggio Porta Trento S.r.L., 20% owned by Saba Italia S.p.A. and consolidated by o 50% of Sociedad Concesionaria Rutas del Pacífico, S.A. (see Note 22.b), of Rutas II, S.A. and of equity accounting. Operadora del Pacífico, S.A. (opsa), of which abertis already held an indirect shareholding of 28.85% through the acquisition effective 31 December 2008 of 57.70% of the Invin Group. All • Incorporation of Semplicitta S.p.A. 12.60% owned by SIPA S.p.A. and consolidated by equity accounting. of these companies went from proportional to full consolidation.
  • 11 AR CSR AA • Incorporation of Metro Perugia Scarl, 20.20% owned by SIPA S.p.A. and consolidated by equity 3. ACCOUNTING POLICIES accounting. • Incorporation effective 1 January 2009 of A’Lienor, 35% owned by sanef (dormant until that time) and The most significant accounting policies applied in the preparation of these consolidated annual accounts consolidated by equity accounting. are as follows: • Winding up of the dormant companies TBI Partnership, TBI Airport Management Canada Inc., TBI Toronto Inc., and Airport Group New York Inc., in which abertis had an indirect interest of 90%. a) Property, plant and equipment (PPE) Additionally, effective 31 December 2009, the shareholding in Areamed 2000, S.A. was transferred from Property, plant and equipment are accounted for at cost of acquisition less depreciation and the Abertis Logística, S.A. to Abertis Autopistas España, S.A. accumulated amount of any loss in value. Property, plant and equipment includes the legal revaluations applied in years prior to 1 January 2004 allowed under local accounting standards, which value has viii) Transactions with non-controlling interests been taken as cost of acquisition as permitted under IFRS-1 “First-time Adoption of International Under IAS 27 revised, transactions with non-controlling interests are recorded as transactions with Financial Reporting Standards”. the owners of Group equity. Accordingly, in the purchases of non-controlling interests, the difference Capital grants received reduce the cost of acquisition of property, plant and equipment and are between the consideration paid and the respective proportion of the book value of the net assets of the recorded when the requirements are met in order to demand payment of the grant. Grants are released subsidiary impacts net equity. Likewise, the gains or loss from the sale of non-controlling interests are to profit and loss on a straight-line basis depending on the useful life of the asset financed reducing the also recognized in the net equity of the Group. depreciation charge for the year. In the event that significant influence or control is lost, the remaining interest is stated once again Personnel costs and other expenses, as well as net financing costs directly related to property, plant and at fair value, and the difference in relation to the investment previously recorded is recognized in the equipment, are capitalised as part of the investment until brought into use. consolidated income statement for the year. Additionally, any amount previously recognized in other Costs of refurbishment, extension or improvement of property, plant and equipment are capitalised comprehensive income in relation to this entity is recorded as if the Group had directly sold all the related only when they increase the capacity, productivity or extend the useful life of the asset, provided that it assets and liabilities, which would mean, as the case may be, that the amounts previously recognized in is possible to know or estimate the net carrying value of the assets which are written off when replaced. other comprehensive income would be reclassified to the consolidated income statement for the year. The costs of repairs and maintenance are charged to the consolidated income statement in the year in If the decrease in the shareholding in an associate does not imply a loss of significant influence, the which they are incurred. proportional part formerly recognized under Other comprehensive income would be reclassified to the income statement. The investment in infrastructure recorded by the operator companies under PPE includes the assets over which the Grantor holds no control (not owned by Grantor given that it does not control the residual value of the assets at the end of the concession), although they are necessary for the operation and management of the infrastructure. These assets mainly comprise the buildings used in operations, the toll facilities and material, video-surveillance, etc. The depreciation of property, plant and equipment is calculated on a straight line basis using the estimated useful life of the assets, taking into consideration wear and tear derived from normal use.
  • 12 AR CSR AA The depreciation rates used to calculate the impairment of property, plant and equipment are as i) Research and development expenses follows: Research costs are expensed as they are incurred, whilst the expenses on development incurred in a project are capitalised if the project is feasible from a technical and commercial perspective, if there are sufficient technical and financial resources to complete the project, if the costs incurred can be Asset Rate (%) determined in a reliable manner as established by the international standard, and the generation of future Buildings and other constructions 2-14 profits is probable. These are recorded at their cost of acquisition. Machinery 6-30 The amortisation is made on the basis of the estimated useful life for each project (between 3 and 5 Tooling 7-30 years). Other installations 7-20 Furniture 10-20 ii) Computer applications Computer equipment 20-33 Refers principally to the amounts paid for access to ownership or for the right to use computer programs, only when usage is expected to cover several years. Other property, plant and equipment 8-25 The computer applications are stated at their acquisition cost and amortised on the basis of their useful Other assets for infrastructure management (*) life (between 3 and 5 years). Maintenance expenses on these computer applications are charged to the (*) The depreciation rates for the most significant assets related to infrastructure income statement in the year in which they are incurred. management are as follows: iii) Administrative concessions Asset Rate (%) Administrative concessions are listed as assets valued at the total amount of the payments made to obtain them. Toll installations 8-12 IFRIC 12 (in force since 1 January 2010, see Note 30), regulates the treatment of public-to-private service Toll machinery 10-12 concession arrangements when: Others 10-20 • The Grantor controls or regulates which services the operator must provide with the infrastructure, to whom these services must be rendered, and, at what price, and When the net carrying value of an asset exceeds its estimated recoverable value, said value is immediately reduced to its recoverable value, and the effect is taken to the consolidated income statement for the • The Grantor controls the entire significant residual interest in the infrastructure at the end of year. the arrangement. Under these concession arrangements, the operator acts as a service provider, specifically, on the one hand, construction services or infrastructure enhancement, and, on the other hand, operational and b) Goodwill and other intangible assets maintenance service during the term of the arrangement. The consideration received for these services is The intangible assets indicated below are recorded at acquisition cost less the accumulated amortisation recorded bearing in mind the type of contractual right received: and any loss due to impairment, useful life being evaluated on the basis of a prudent estimate. Capital • In cases in which the right is granted to charge a price to users for the user of the public grants received reduce the cost of acquisition of the intangible asset and are recorded when the service, and the latter is not unconditional but depends on the fact that the users actually requirements are met in order to demand payment of the grant. Grants are released to profit and loss on use the service, the consideration for the construction or enhancement service is recorded as a straight-line basis depending on the useful life of the asset financed reducing the amortisation charge an intangible asset under “Other intangible assets – administrative concessions, patents and for the year. trademarks” in application of the intangible asset model, in which the risk of demand is borne The net carrying value of intangible assets is reviewed for possible impairment when certain events or by the operator. This model is applicable to most concessionary companies. changes indicate that their net carrying value may not be recoverable. • If an unconditional right is granted by the Grantor (or on its account) to receive cash or other financial assets, and the Grantor has little or no capacity to avoid the payment, the consideration for the construction or enhancement service is recorded as a financial asset under “Debtors and other receivables – public administration debtors” (see section e.ii of this Note) in application
  • 13 AR CSR AA of the financial model, in which the operator bears no risk of demand (payment is made even if c) Impairment losses on non-financial assets the infrastructure is not used since the Grantor guarantees payment to the Operator of a fixed The Group evaluates, at each balance sheet date, whether there is any indication of impairment in the or specifiable amount or of the deficit, if any). This model is residually applicable for the Group value of any asset. Should such an indication exist, or when an annual impairment test is required (in the to the odd airport. case of goodwill), the Group estimates the recoverable value of the assets, which is the greater of the fair value of an asset minus cost of sale and its value in use. In order to determine the value in use of The administrative concessions have a finite useful life and their cost if recorded as an intangible asset, is an asset, the future cash inflow that the asset is expected to generate is discounted from its net present expensed, through their amortisation, over the term of the concession on a straight-line basis. value using an interest rate that reflects, amongst other, the current value of money at long-term rates and the specific risks of the assets (risk premium). See note 6. In the case of administrative concessions acquired through business combinations after 1 January 2004 (IFRS transition date), these, as per IFRS-3, are stated at fair value (on the basis of valuations based on In the event that the asset analysed does not generate cash flow independently of other assets (as is discounted cash flow analyses at their current value at the acquisition date) and amortised on a straight- the case for goodwill), the fair value or value in use of the cash generating unit that includes the asset line basis over the concession period. (smallest identifiable group of assets separated from other assets or groups of assets) is estimated. If there are impairment losses in a cash generating unit, the book value of the goodwill assigned, if any, will be reduced, followed by a proportional reduction of the book value of the other assets in relation to the iv)Goodwill unit. Goodwill generated in different business combinations, represents the surplus of the acquisition cost over Losses for impairment (surplus of the asset’s book value over the recoverable value) are recognised in the the fair or market value of the identifiable net assets of all the company acquired at acquisition date. consolidated income statement for the year. The possible impairment of goodwills recognised separately (those of subsidiary and jointly-controlled With the exception of goodwill, where impairment losses are irreversible, if the Group has recognised companies) is tested annually for impairment to determine whether its value has declined to a level losses for impairment of assets at the end of each financial year, an evaluation will be made to determine below the carrying value at the aforementioned transition date, and, as the case may be, the necessary whether the indications of impairment have disappeared or lessened, and the recoverable value of the charge is made against the consolidated income statement for the year (see Notes 3.c and 6). The losses impaired asset, if applicable, will be estimated. for impairment of goodwill are not subsequently reversed. A loss due to impairment recognised in prior years will only be reversed if there is a change in the The impairment of the goodwills included in the carrying value of the equity investment in associates estimates used to determine the recoverable value of the asset as from the time the last loss due to is not tested separately. However, under IAS 36, the total carrying value of the investment is tested for impairment was recognised. If this is the case, the book value of the asset would increase to its recoverable impairment by comparing the recoverable amount (the greater of value in use and fair value, minus cost value, which cannot exceed the book value that would have been recorded, net of amortisation, had the of sale) to carrying value, provided that there are indications that the value of the investment may have impairment loss on the asset in prior years not been recorded. This reversal would be recorded in the been impaired. consolidated income statement for the year. The loss or gain obtained from the sale of an entity includes the carrying value of the goodwill of the entity sold. d) Investment property In view of the fact that the goodwill is considered an asset of the acquired company (except the goodwills “Investment property” carried on the consolidated balance sheet includes land, building and other generated prior to 1 January 2004, which under IFRS-1 were considered assets of the acquiring company), constructions held by the Group for the activity of its “logistics facilities” business, consisting of the a subsidiary using a functional currency other than the Euro valuated in the functional currency of the investment in the construction of industrial park facilities for later rental to third parties. subsidiary, and the translation into Euros, is made at the exchange rate on the balance sheet date, as indicated in Note 2.b.vi. Investment property is stated at net value and accounted for at cost of acquisition using the same criteria as those used for the same type of assets classified under “Property, plant and equipment” on the consolidated balance sheet (see Note 3.a). v) Other intangible assets Primarily includes licences for the management of airport infrastructures, which are carried as assets in the consolidated balance sheet at fair value at acquisition moment, obtained on the basis of valuations based on the analysis of discounted cash flows at their current value at the acquisition date as per IFRS-3. These are expensed using the straight line amortisation method.
  • 14 AR CSR AA The depreciation of investment property is calculated on a straight-line basis using the estimated useful • Deposits and guarantee deposits recorded at their nominal value. life of the different assets in accordance with the following depreciation rates: • Trade accounts receivable, which are stated at their nominal value, which is similar to initial fair value. Said value is reduced, if necessary, by the corresponding provision for bad debts (loss for impairment of asset) whenever there is objective evidence that the Asset Rate (%) amount owed will not be partially or fully collected, charged against the consolidated Buildings and other constructions 2-8 income statement for the year. • Accounts receivable resulting from the application of the financial model in recording certain concession arrangements subject to IFRIC 12 (see section b.iii of this Note). This e) Investments and other financial assets (excluding derivative financial instruments) right is stated initially at amortised cost, and at the balance sheet date financial income The Group determines the classification of its financial assets when they are initially recognised. At the is booked that has been calculated using an effective interest rate, during the term of the close of 31 December 2010 the financial assets have been classified under the following categories: concession arrangement. i) Available-for-sale financial assets f) Derivative financial instruments This entry in the consolidated balance sheet includes those investments in which the Group does not The Group uses derivative financial instruments to manage its financial risk arising principally from exert any significant influence or control (see Note 9). These are classified as non current assets unless fluctuations in interest rates and exchange rates (see Note 4). These derivative financial instruments, there is an intention to dispose of the investment in the twelve months as from the consolidated balance whether or not they have been classified as hedges, have been recorded at fair value, which is the year sheet date, in which case they are classified as current assets. end market value of listed instruments, or valuations based on the analysis of discounted cash flows These investments are stated at fair value, and gains or losses arising from changes in value are part of the using assumptions that are mainly based on the market conditions at the balance sheet date for unlisted other comprehensive result until the investment is sold or suffers losses due to impairment. derivative instruments. The Group evaluates, at each balance sheet date, whether there is any effective indication of impairment, At the beginning of the transaction the Group documents the relationship between the hedging among others, taking into account whether there has been a significant or prolonged decrease in the fair instruments and the assets they cover, as well as the risk management objectives and the strategy value of the securities below cost price. If there are any indications of this type, the accumulated loss for its hedging transactions. The Group also documents their evaluation, both at the beginning and previously recorded in net equity under “Reserves – investments available-for-sale” would be transferred continuously, as to whether the derivatives that are used in the hedging transactions are highly effective to profit and loss as gains or losses on the respective financial assets. for offsetting the changes in fair value or cash flows of the items hedged. The fair value of the investments that are actively traded on official stock exchanges is taken as the The fair value of derivative financial instruments used for hedging purposes is set out in Note 10, and the trading price at the close of the market at the balance sheet date. In the case of investments where variation in the hedging reserve recorded under consolidated net equity is set out in Note 13. there is not an active market, the fair value is determined using valuation methods, such as projections Classification on the balance sheet as current or non-current will depend on whether the maturity of the of discounted cash flows. If their market value cannot be determined in a reliable manner, they will be hedge at the year end is less or more than one year. Trading derivatives will be classified in any case as valued at cost or at a lower amount if there is evidence of impairment. current. Dividend income arising from available-for-sale financial assets are recorded under “Financial income” The criteria used to account for these instruments are as follows: (see Note 20.d) in the consolidated income statement when the right of the Group to receive them is established. i) Fair value hedges The changes in the fair value of the designated derivatives that meet the conditions to be classified as ii) Trade and other receivables hedging operations of the fair value of assets or liabilities are recorded in the income statement for the This entry corresponds primarily to: year under “Variation in valuation of hedging instruments”, together with any change in the fair value • Loans granted to associates or related entities which are valued at amortised cost of the asset or liability covered by the hedge attributable to the risk hedged. This corresponds mainly to using the effective interest method. This value is decreased, as the case may be, by the those derivative financial instruments contracted by the Group companies to convert fixed interest debt respective provision for impairment of the asset. into floating rate debt.
  • 15 AR CSR AA ii)Cash flow hedges i) Non current assets held for sale The positive or negative changes in the valuation of the derivatives classified as cash flow hedges are Non current assets are classified as held for sale when their value will be recovered mainly through sale, charged, in the effective portion, net of any tax impact, to consolidated equity under the entry “Reserves provided that said sale is highly likely. These assets are stated at the lesser of their book value or fair – Hedge reserve”, until the hedged item impacts the result for the year (or when the hedged item value, less the costs of sale. matures or is sold or if it is no longer probable that the transaction will take place), at which point the retained earnings or losses in net equity are transferred to the consolidated income statement for the j) Treasury shares year. In the event that any Group entity or the Parent Company acquires shares of abertis, these are recorded The positive or negative differences in the valuation of the derivatives corresponding to the ineffective under “Treasury shares” in the consolidated balance sheet and consolidated net equity is reduced. The portion, if they exist, are recorded directly in the consolidated income statement for the year under shares are stated at acquisition cost, without recording any provisions. “Variation in valuation of hedging instruments”. When these shares are sold, any amount received, net of any additional directly attributable transaction This type of hedge corresponds primarily to those derivatives contracted by the Group companies that costs and the corresponding effect of the tax on the profit generated, is included in the net equity convert floating rate debt to fixed rate debt. attributable to equity holders of the parent Company. iii) Hedging net foreign investment in non-euro currency k) Borrowings In certain cases abertis finances its activities in the same functional currency in which the foreign Borrowings are initially recorded at fair value, including the costs incurred in raising the debt. In subsequent investments are held so as to reduce the exchange rate risk. This is done by raising finance in the periods they are valued at amortised cost and the difference between the funds obtained (net of the corresponding currency or by contracting cross currency interest rate swaps. costs involved in raising the funds) and the repayment value, as the case may be, and if it is significant, The hedging of net foreign investments is accounted for in a way that is similar to the cash flow hedge. are recorded in the income statement over the life of the debt using the effective interest method. The gains or losses on the hedging instrument for the effective portion are recorded under net equity Borrowings at a fixed interest rate hedged using derivatives that modify this interest rate from fixed and the gains or losses related to the ineffective portion are recognised immediately in the consolidated to floating are stated at fair value, and these variations are taken to profit and loss, thus offsetting the income statement for the year. impact on results of the variation in the fair value of the derivative instrument. Accumulated gains or losses in net equity are carried in the income statement when the foreign transaction is concluded. l) Income tax The tax expense on profits is the total amount accrued for this purpose during the year, representing both iv) Derivatives not qualified as accounting hedges current and deferred tax. In case there are derivatives that do not meet the criteria established to be qualified as hedges, the The tax effect related to items that are booked directly under net equity is recorded directly under net positive or negative variation arising from recalculating the fair value of these derivatives is taken directly equity. to consolidated profit and loss for the year. The deferred tax is calculated using the liabilities method based on the balance sheet, on the temporary differences that arise between taxable income of the assets and liabilities and their accounting amounts g) Inventories in the consolidated annual accounts, under the regulations and using tax rates in force, or pending Inventories consist primarily of spare parts for property, plant and equipment and are valued at cost, approval, on the balance sheet date and which are expected to be used when the corresponding deferred calculated using the weighted average price method, making the necessary valuation adjustments and tax asset is realised or the deferred tax liability is settled. Deferred tax liabilities that arise from temporary raising the corresponding impairment. differences with subsidiary, multi-group companies and/or associates are always recorded, except in those cases in which the Group can control the date on which the temporary differences will reverse and it is probable that they will not reverse in the near future. h) Cash and cash equivalents The deferred income tax assets are recognised if it is probable that future tax profit will arise with Cash and cash equivalents include cash on hand, demand deposits in banks and short-term investments which to offset the deductible temporary differences or the losses or unused fiscal credits. In the case in highly liquid instruments maturing in three months or less. of deferred tax assets that could arise due to temporary differences with subsidiary and multigroup
  • 16 AR CSR AA companies and/or associates, these are recognised if additionally it is possible that they will reverse in The projected credit unit method is used to determine both the current value of the obligations at the the near future. balance sheet date and the cost of the services rendered during the current year and previous years. The The recoverability of deferred tax assets is evaluated when they are generated, and at each year end, actuarial gains and losses that arise from changes in the actuarial assumptions are recognized, unlike depending on the evolution of results expected from the companies according to their respective the post-employment obligations, in the year in which they are generated, in the consolidated income business plans. statement for the year. m) Employee benefits iii) Share-based payments. Under the respective collective bargaining arrangements, various companies in the Group have the As indicated in Note 27, the group has a Management compensation plan consisting in the distribution following commitments with their employees: of options in abertis stock that can only be settled in shares. i) Post-employment obligations: This plan is valuated at its fair value, at the date it is initially distributed, using a generally accepted financial calculation method, which, amongst others, takes into account the option exercise price, • Defined contributions to employee welfare instruments (employee pension plans and volatility, exercise term, expected dividends and the risk-free interest rate. collective insurance policies). The cost of the plan is charged to the consolidated income statement as a personnel expense as it accrues • Defined benefits, in the form of bonuses or payments for retirement from the company and during the period of time required for the employee to remain in the company in order to exercise the life-time annuities. option, while a counter-entry is made in consolidated net equity, without a re-estimate of its initial In defined contribution employee welfare, the Company makes predefined contributions to an external valuation, as per IFRS-2. However, at the year end the Group reviews its original estimates of the number entity and does not have a legal or real obligation to make additional contributions in the event that of options expected to be exercisable and recognizes, as the case may be, the impact of its review on the this entity does not have sufficient assets to cover the employee payments that related to the services income statements by making the respective adjustment to consolidated net equity. provided in the current year and previous years. The annual expense recorded is the corresponding contribution made in the year. n) Transactions in foreign currencies In the defined benefit commitments, where the Company assumes certain actuarial and investment risks, the liability recorded on the balance sheet is the present value of the obligations at the balance Transactions in foreign currencies are translated into the presentation currency of the Group (Euro) using sheet date less the fair value of the possible assets for this commitment on said date, plus or minus any the exchange rates in force on the transaction date. The gains and losses on foreign currencies that arise unrealised actuarial gain or loss, less any amount arising from the cost of past services not yet recognised. from the settlement of these transactions and from the translation of monetary assets and liabilities held in foreign currency at the year end exchange rates are recorded in the consolidated income statement, The actuarial valuation of the defined benefits is made annually by independent actuaries using the unless they are deferred in net equity as in the case of cash flow hedges and hedges on net investments, projected credit unit method to determine both the current value of the obligations and the cost of the as noted in section f) of this Note. services provided in the current and previous years. The actuarial gains and losses arising from changes in the actuarial assumptions are recognised in the year in which they occur. They are not included in the consolidated income statement, but presented in the statement of comprehensive income. o) Provisions Costs for past services are recognised as an expense, and are allocated on a straight-line basis over the Provisions are recorded when the Group has a present legal or implied obligation, as the result of past average period remaining until the right to receive the benefits has finally vested. Nevertheless, when the events where it is probable that a disbursement must be made to settle the obligation and when the benefits are immediately irrevocable after the introduction of a defined benefits plan, or following any amount can be reliably estimated. change in the plan, the costs for past services are recognised immediately. In cases in which the effect of the time value of money is significant, the amount of the provision is The hedging of commitments by making contributions to an insurance policy, where the legal or implied calculated as the present value of the future cash flows that are estimated to be required to settle the obligation to meet the agreed benefits remains, is always treated as a defined benefit. existing obligation. ii) Other long-term benefits, related to the length-of-service of the employee in the company. For infrastructure concessions that are subject to compliance by the Operator with the contractual In respect of long-term commitments for the length of service of employees in the company, the liability obligations such as maintenance of a certain level of operations of the infrastructure or the restoration recognised on the balance sheet coincides with the current value of the obligations at the balance sheet under certain conditions of the infrastructure when returned to the Grantor at the end of the service date, if there are no other assets related to them. arrangement, provisions are posted, as per IAS 37, using the best estimate for the outflow of funds to cancel the present obligation on the balance sheet date.
  • 17 AR CSR AA This revised standard requires that the effects of all transactions with non-controlling interests p) Revenue recognition be recorded in net equity provided that there have not been any changes in control leading to these operations no longer affecting goodwill and no longer generating a gain or loss. The Income for the rendering of services is recognised when it is probable that the benefits from the modification also includes the accounting treatment when control is lost. The non-controlling transaction will be received by the Group and can be reliably quantified (time of use of the infrastructure interest that is held must be restated at fair value in the income statement. by the users). • IAS 39 (revised in August 2008) – “Financial instruments: recognition and measurement”, Most income of the Group is generated by the motorway segment and relates mainly to toll income, eligible hedged items (in force for the years beginning as from 1 July 2009). which is recorded when the service is provided. • IFRS 1 (revised in May 2008) – “First-time adoption of IFRS” cost of an investment in a Income from the telecommunications segment is also recorded when the service is rendered and relates subsidiary, jointly controlled entity or associate, (in force for the year beginning as from 1 July mainly to the provision of audio-visual services, radio communications for closed groups of users, 2009). television and radio broadcasting, infrastructure rental, satellite capacity, transport of data to operators and other non-recurrent income. • IFRS 1 (modified July 2009) – “First-time Adoption of IFRS, additional exemptions for first- time adopters” (in force for the years beginning 1 January 2010). Income from the airports segment, mainly from the ACDL Group, relates basically to the provision for movements of aircraft and people, trading revenues and others, which are also recorded when the service • IFRS 2 (modification June 2009) “Share-based Payments, Group transactions cash-settled is rendered. share-based payment”, replacing IFRIC 8 and IFRIC 11. Car park revenues mainly include the income from car park operations on an hourly basis and from • IFRS 3 (revised in January 2008 and adopted on 12 June 2009) – “Business combinations” regular subscribers, and are recorded when the service is rendered. (in force for the years beginning as from 1 July 2009). The acquisition method for business combinations is maintained, although significant modifications are included, such as: Interest income is recognised using the effective interest method while dividend income is recognised when the right to receive payment is established. • In the case of step-acquisitions, when control is obtained, the fair value of the assets and liabilities of the business acquired must be determined by including the part already owned. The differences that arise between the assets and liabilities already recognised q) Environment must be recognised in the income statement. Costs arising from legal environment requirements are recorded annually either as an expense or are • All payments for the purchase are recognised at fair value at the acquisition date and capitalised, depending on their nature. The amounts capitalised are depreciated over their useful life. the contingent payments that are classified as liabilities are stated at the year end date No allowance has been made to the provision for liabilities and charges in relation to the environment, at fair value in the income statement. given that there are no contingencies related to this matter. • Introduces the accounting option of recording business combinations by valuating the non-controlling interests at fair value or the proportional amount of the net assets and r) New IAS/IFRS standards and IFRIC interpretations liabilities of the acquired entity. As indicated below, in 2010 new accounting standards (IAS/IFRS) and interpretations (IFRIC) have come • The costs of the transaction are recorded in the income statement (until now they could into force or have been applied those which came into force in 2009 but for years beginning after be capitalised as part of the acquisition). 1 January 2009 (applied for abertis purposes as from 1 January 2010). Furthermore, at the date of • IFRS 5 (modification of May 2008) – “Non-current assets held for sale and discontinued formulation of these consolidated annual accounts, new international accounting standards (IAS/IFRS) operations” and the respective modification of IFRS 1 - “First-time adoption of IFRS”, (in force and interpretations (IFRIC) have been enacted that are to enter into force for the accounting years for the years beginning as from 1 July 2009). commencing 1 January 2011 or subsequent to this date. • IFRIC 12 – “Service Concession Arrangements” (initial application foreseen for the years beginning 1 January 2008). This interpretation was issued on 30 November 2006 and after review and study it was adopted finally by the EU on 26 March 2006, and is applicable for the years beginning after 29 March 2009. i) Standards, modifications and interpretations coming into effect on 1 January 2010, or which abertis has applied on that date, having come into force in2009 but only for the years beginning after 1 January This interpretation regulates the accounting treatment of the public-to-private concession contracts and 2009. establishes the different methods of accounting (the Intangible Model, the Financial Asset Model and the Mixed Model), based on the arrangements reached between the operator and the Grantor. • IAS 27 (revised in January 2008 and adopted on 12 June 2009) – “Consolidated and Separate Financial Statements” (compulsory application for the years beginning as from 1 July 2009).
  • 18 AR CSR AA • IFRIC 15 – “Arrangement s for the Construction of Real Estate” (in force for the years beginning • IAS 12 (modification December 2010) – “Income Taxes – deferred tax: recovery of underlying as from 1 January 2009, which finally came into force for the years beginning as from 1 assets” (in force for years beginning 1 January 2012). January 2010). • IFRS 1 (modified December 2010) – “First-time Adoption of IFRS, severe hyperinflation and • IFRIC 16 - Hedges of a net investment in a foreign operation” (in force from 1 October 2008, removal of fixed dates for first-time adopters” (in force for the years beginning 1 January although finally applicable for the years beginning 1 July 2009. 2012). • IFRIC 17 – “Distributions of non-cash assets to owners”, (in force for the years beginning as • IFRS 7 (modification in October 2010) – “Financial instruments, disclosures – transfers of from 1 July 2009). financial assets” (in force for the years beginning 1 January 2011). • IFRIC 18 – “Transfers of assets from customers” (in force for the years beginning as from 31 • IFRS 9 – “Financial instruments” replacing IAS 39 (in force for the years beginning 1 January October 2009). 2013). • In addition to these modifications, as part of the annual IASB improvement project of April 2009, • IFRS for small and medium sized companies (not applicable for the purposes of the consolidated a series of minor changes were adopted to some of the standards and interpretations applied. annual accounts of abertis). All these Standards, modifications and interpretations applicable to the Group’s annual accounts have • In addition to the modifications mentioned above, as part of the annual IASB improvement been taken into account effective 1 January 2010, and only the adoption of IFRIC 12 – “Service Concession project for May 2010, a series of minor changes have been issued on certain standards and Arrangements” has had a significant impact on these consolidated annual accounts (see Note 30). interpretations (all of which are in force for the years beginning as from 1 January 2011, except for those related to the application of IFRS 3 revised), which are not estimated to have a significant impact on the consolidated annual accounts of abertis. ii) Standards, modifications and interpretations issued by the IASB and adopted by the European Union, coming into force in 2010 but for years beginning after 1 January 2010, for which the Group has not contemplated early adoption (applicable for abertis purposes as from 1 January 2011). As indicated above, the Group has not contemplated the early application of the Standards and • IAS 32 (modification October 2009) – “Financial Instruments: presentation of emissions interpretations mentioned above and in any case their application would be taking into account by the rights” (in force for the years beginning 1 February 2010). Group after their adoption, as the case may be, by the European Union. • IFRS 1 (modified January 2010) – “First-time Adoption of IFRS, limited exemption from comparative IFRS 7 disclosures for first-time adopters” (in force for years beginning 1 July 4. MANAGEMENT OF FINANCIAL RISK AND CAPITAL 2010). • IFRIC 19 - “Extinguishing financial liabilities with equity instruments” (in force for years a) Factors of financial risk beginning 1 July 2010). The activities of the Group are exposed to various financial risks: exchange rate risk, credit risk, liquidity It is not expected that the application of these standards, modifications and interpretations will have a risk and interest rate risk on cash flow. The Group uses derivatives to hedge certain risks. significant impact on the consolidated annual accounts of abertis. The management of financial risk is controlled by the Corporate Financial Management under authorisation of the most senior executive officer of abertis, as part of the respective policies adopted iii) Standards, modifications and interpretations issued by the IASB and adopted by the European Union, by the Board of Directors. coming into force after 1 January 2011, for which the Group has not contemplated early adoption. • IAS 24 (revised in November 2009) – “Related party disclosures” (in force for years beginning i) Exchange rate risk 1 January 2011). The Group operates internationally and holds assets basically in the United Kingdom, United States and • IFRIC 13 (Modification of may 2010) – “Customer Loyalty Programmes” (in force for the years South America, exposing it, therefore, to exchange rate risks on currency operations, particularly in Pound beginning 1 January 2011). sterling, the US dollar and the Argentine, Mexican and Chilean Peso. Exchange rate risk arises from future • IFRIC 14 – “Pre-payments of a minimum funding requirements” (in force for years beginning commercial transactions, recognised assets and liabilities, and net investments in foreign operations. 1 January 2011). The exchange rate risk on net assets of Group operations in non-Euro currencies are managed, mainly, by iv) Standards, modifications and interpretations issued by the IASB pending adoption by the European raising debt in the corresponding currencies and through the use of currency swaps. Union, coming into force after 1 January 2011, for which the Group has not contemplated their early In relation to exchange rate risk, we should point out that at 31 December 2010 the abertis group adoption. companies operating in a functional currency other than the Euro contribute 8.9% of gross operating
  • 19 AR CSR AA earnings and 8.9% to consolidated earnings (in the latter case, 7.4%, if we exclude from consolidated To accomplish this, and based on the different estimates and objectives related to the structure of the earnings for 2010 the atypical tax effect recorded by ACDL/TBI); 8.1% and 2.6%, respectively, in 2009. debt, in order to manage interest rate risk on the cash flows, hedging operations are made by contracting The most significant contribution is that made by the ACDL Group (whose functional currency is the derivative financial instruments consisting of interest rate swaps from floating to fixed. These swaps Pound Sterling), which contributes at the 2010 year end 2.4% of gross operating income and 2.3% have the economic effect of converting borrowings at floating rates into fixed rates, and, accordingly, the of consolidated earnings; (in the case of consolidated earnings 0.8% without taking into account the Group makes commitments with other parties to exchange, on a regular basis, the difference between atypical tax effect mentioned above); 2.4% and -0.3% respectively in 2009; and that made by the Chilean the fixed and floating interest rates calculated on the basis of the main notional principals contracted. toll motorways (Chile abertis group and Invin Group whose functional currency is the Chilean Peso), In this respect, to comply with the Group policy mentioned above, the Group carries out interest rate which contribute at the 2010 year end 4.9% of gross operating earnings and 0.8% of consolidated swaps from fixed to floating to hedge its fair value interest rate exposure. earnings (3.3% and -0.9%, respectively in 2009, the year in which most were integrated). Thus, a variation of 10% in the €/Pound exchange rate at the 31 December 2010 year end would have, iii) Credit risk excluding the atypical tax effect in ACDL/TBI mentioned above, a slightly positive effect on earnings of The Group does not have significant concentrations of credit risk. The derivative operations and the spot Euros 0.5 million (insignificant impact in 2009) and an effect on equity for translation differences arising operations are only made with financial institutions with strong credit ratings, accepting only entities from consolidation of Euros 59.3 million (Euros 57.5 million in 2009). With regards to the €/Chilean Peso that have been qualified independently with a minimum “A-“ rating. This credit worthiness is reviewed exchange rate, a variation of 10% at 31 December 2010 would represent a slightly negative impact of periodically in order to ensure active management of counter-party risk. Euros -0.5 million on earnings (Euros -0.6 million in 2009) and an impact on equity of Euros 158.2 million for translation differences arising from the consolidation process (Euros 105.9 million in 2009). During the years for which information is reported no credit limits have been exceeded and Management does not expect there to be losses due to the infringement of any of the counterparties indicated above. Accordingly, the impacts on net equity of the Group would be offset by the impact on equity of the net investment hedges made. iv) Liquidity risk ii) Interest rate 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 facilities as well as the capacity The Group’s exposure to interest rates arises from its non-current borrowings. to liquidate market positions. Given the dynamic character of the Group’s businesses, the objective of The borrowings issues at floating rates expose the Group to interest rate risk on cash flows, while the General Financial Management is to remain flexible in financing through the availability of established borrowings at a fixed rate expose the Group to interest rate risk on fair value. credit facilities. The purpose of managing interest rate risk is to reach a balance in the debt structure that enables the Treasury outflows expected in relation to borrowings with the Group are broken down in Note 14. volatility to be minimised in the income statement over several years, and, accordingly, the Group’s policy is to maintain approximately 75%-85% of its borrowings at a fixed interest rate or at a rate fixed through hedges (at 31 December 2010 this is set at 84% - as in 2009 - and the estimated net impact after tax b) Fair value estimate on earnings of a variation of 50bp in the interest rate of floating debt would be Euros 8.6 million, against The valuation of the assets and liabilities measured at their fair value must be disclosed by level using Euros 7.3 million in 2009. See Note 14. the follow IFRS 7 hierarchy: • Level 1. Quotation prices (unadjusted) in official stock markets and identical liabilities. • Level 2. Information other than quotation prices included in Level 1 that can be observed for assets and liabilities both directly (i.e., prices), and indirectly (i.e., price derivatives). • Level 3. Information for assets and liabilities that are not based on observable market information.
  • 20 AR CSR AA The breakdown at 31 December of the Group assets and liabilities measured at fair value by Level is as follows: Level 1 Level 2 Level 3 2009 Level 1 Level 2 Level 3 2010 Assets Available for sale financial assets (*) 1,326,255 9,174 6,581 1,342,010 Assets Derivative financial instruments: Available for sale financial assets (*) 457,412 10,907 6,678 474,997 Cash flow hedge - 1,085 - 1,085 Non-current financial assets held for sale (*) Fair value hedge - 54,897 - 54,897 612,325 - - 612,325 Derivative financial instruments: Hedge on net investment in non-Euro currency - 192,959 - 192,959 Cash flow hedge - 714 - 714 Not qualifying for hedge accounting - 70 - 70 Fair value hedge - 82,113 - 82,113 Hedge on net investment in non-Euro currency Total derivative financial instruments - 249,011 - 249,011 - 152,391 - 152,391 Not qualifying for hedge accounting - 862 - 862 Total assets 1,326,255 258,185 6,581 1,591,021 Total derivative financial instruments - 236,080 - 236,080 Liabilities Derivative financial instruments: Total assets 1,069,737 246,987 6,678 1,323,402 Cash flow hedge - 191,591 - 191,591 Fair value hedge - 53,391 - 53,391 Liabilities Derivative financial instruments: Hedge on net investment in non-Euro currency - 109,294 - 109,294 Cash flow hedge - 196,899 - 196,899 Not qualifying for hedge accounting - 266 - 266 Fair value hedge - 1,962 - 1,962 Hedge on net investment in non-Euro currency Total derivative financial instruments - 354,542 - 354,542 - 210,985 - 210,985 Not qualifying for hedge accounting - - - - Financial payables hedged at fair value - 1,483,929 - 1,483,929 Total derivative financial instruments - 409,846 - 409,846 Total liabilities - 1,838,471 - 1,838,471 Financial payables hedged at fair value - 1,032,270 - 1,032,270 (*) Relates to net equity securities Total liabilities - 1,442,116 - 1,442,116 (*) Relates to net equity securities
  • 21 AR CSR AA As indicated in Note 3.f, the fair value of financial instruments that are traded on active markets is based 5. PROPERTY, PLANT AND EQUIPMENT on the market prices at the balance sheet date. The market quotation price used for financial assets is The movements in the main entries that make up property, plant and equipment are as follows: the current buyer price. Other The fair value of the financial instruments that are not traded on active markets is determined using Other plant, assets for Land and Plant and tooling and Others Total valuation techniques. The Group uses a variety of methods and makes assumptions based on the existing infrastructure buildings machinery furniture management market conditions at each balance sheet date. Listed market prices are used for long-term debt. The fair value of interest rate swaps is calculated as the 1 January 2010 (restated current value of the estimated future cash flows and the fair value of forward exchange rate contracts is – see Note 30) determined using the forward exchange rates in the market at the year end. Cost 422,137 932,846 200,372 1,900,590 162,876 3,618,821 Accumulated depreciation c) Capital management and impairment (217,675) (271,548) (116,660) (1,142,105) (48,643) (1,796,631) The objective of the Group in terms of capital management is to safeguard its capacity to continue as a Net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190 going concern in order to ensure value for its shareholders and profit for other holders of its net equity instruments and to maintain an optimum capital structure and reduce its cost. 2010 The Group monitors its capital in line with the leverage index and industry practices. This index is Opening net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190 calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including Currency translation current and non-current borrowings, as stated in the consolidated balance sheet) minus cash and cash differences - 29,407 3,384 1,931 242 34,964 equivalents. Total capital is calculated as net equity, as stated in the consolidated accounts, plus net debt. Additions 8,300 26,343 21,779 100,242 118,652 275,316 During the year the Group’s strategy in this regard has not changed significantly, and its leverage index Disposals (Net) - (417) (200) (564) (425) (1,606) has remained considerable unchanged against that of 2009. The leverage indices at 31 December were as follows: Transfers 3,065 (6,279) 8,428 5,050 (37,123) (26,859) Variation in scope and business combinations - (262) (435) (799) 1,758 262 31 December Depreciation charge (34,304) (29,538) (18,627) (137,685) (8,731) (228,885) 2009 1 January 2009 31 December Impairment - (2,279) - - - (2,279) Restated – See Restated – See 2010 Other (171) 6,369 (4,688) 12,085 (5,943) 7,652 Note 30 Note 30 Closing net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755 Borrowings (Note 14) 15,375,954 15,185,521 14,627,354 Cash and cash equivalents (Note 12) (482,328) (341,769) (299,227) At 31 December 2010 Net debt (*) 14,893,626 14,843,752 14,328,127 Cost 439,289 968,997 238,362 1,972,205 241,422 3,860,275 Accumulated depreciation and impairment (257,937) (284,355) (145,009) (1,233,460) (58,759) (1,979,520) Net equity (Note 13) 5,453,482 5,334,089 4,383,363 Net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755 Total capital 20,347,108 20,177,841 18,711,490 Leverage index 73% 74% 76% (*) Includes the payables with associates (recorded using equity accounting) and the interest on loans and bonds.
  • 22 AR CSR AA Other “Others” at the 31 December 2010 year end includes mainly assets under construction totalling Euros Other plant, assets for Land and Plant and tooling and Others Total 164 million gross (Euros 97 million gross in 2009) mainly telecommunications infrastructure companies infrastructure buildings machinery furniture (Euros 118 million in 2010 and Euros 70 million in 2009) and, to a lesser extent, toll motorway operator management companies and car parks. 1 January 2009 (restated – see Note 30) At 31 December 2010 capital grants total Euros 44,168 thousand (Euros 23,755 thousand in 2009), after Cost 305,913 834,641 193,674 1,710,888 223,736 3,268,852 subtracting property, plant and equipment and revertible assets. They are released on a straight-line basis Accumulated depreciation to profit and loss on the basis of the useful life of the asset financed and total Euros 3,234 thousand (Euros and impairment (166,546) (238,369) (108,778) (1,059,128) (46,087) (1,618,908) 4,423 thousand in 2009), reducing the depreciation charge for the year. These capital grants basically Net carrying value 139,367 596,272 84,896 651,760 177,649 1,649,944 relate to the abertis telecom group (Euros 31,507 thousand in 2010 and Euros 8,660 thousand in 2009) and MBJ (Euros 12,501 thousand in 2010 and Euros 14,935 thousand in 2009), which were granted by the European Regional Development Fund (FEDER) and the Jamaican Government, respectively. 2009 (restarted) Property, plant and equipment at 31 December 2010 includes Euros 471 million, gross with a net value Opening net carrying value 139,367 596,272 84,896 651,760 177,649 1,649,944 of Euros 291 million (Euros 436 million net, and Euros 296 million, respectively, in 2009) for revertible Currency translation 1,583 22,304 2,410 678 2,312 29,287 assets by virtue of the concessions obtained that are not affected by the application of IFRIC 12, mainly differences for airport facilities (Euros 250 million, net, in 2010 and Euros 254 million, net, in 2009) and, to a lesser Additions 24,454 24,137 21,963 153,381 166,190 390,125 extent, car park concessions. Most of the buildings and other constructions are linked to administrative Disposals (Net) (6) (879) (497) (1,466) (86) (2,934) concessions granted by different public corporations and revert at the end of the concession. Transfers 68,825 57,413 (1,493) 89,492 (224,374) (10,137) The currency translation differences generated during the year relate mainly to the assets in the UK Variation in scope and (Pounds Sterling 377,781 thousand in 2010 and Pounds Sterling 374,475 thousand in 2009) and to assets business combinations 3,107 406 842 3,013 (1,297) 6,071 located in Chile (Chilean Pesos 22,575,720 thousand in 2010 and Chilean Pesos 22,942,629 thousand in Depreciation charge (36,297) (28,435) (21,895) (137,174) (6,644) (230,445) 2009) in both cases as a result of the revaluation at the year of the respective currency. Impairment - (367) - - - (367) It is Group policy to contract the insurance policies considered necessary to cover possible risks that might affect its property, plant and equipment. Other 3,429 (9,553) (2,514) (1,199) 483 (9,354) Closing net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190 At 31 December 2009 (restated – see Note 30) Cost 422,137 932,846 200,372 1,900,590 162,876 3,618,821 Accumulated depreciation and impairment (217,675) (271,548) (116,660) (1,142,105) (48,643) (1,796,631) Net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190
  • 23 AR CSR AA 6. GOODWILL AND OTHER INTANGIBLE ASSETS The movements in the main entries under this account heading are as follows: Administrative Administrative concessions, concessions, patents and Computer patents and Computer Goodwill trademarks applications Other Total Goodwill trademarks applications Other Total At 1 January 2010 At 1 January 2009 (restated – see Note 30) (restated – see Note 30) Cost 4,350,453 20,716,999 130,245 322,664 25,520,361 Cost 4,185,015 18,538,272 116,731 316,422 23,156,440 Accumulated amortisation Accumulated amortisation and impairment - (8,362,025) (76,452) (59,744) (8,498,221) and impairment - (7,349,178) (63,962) (47,807) (7,460,947) Net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140 Net carrying value 4,185,015 11,189,094 52,769 268,615 15,695,493 2010 2009 (restarted) Opening net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140 Opening net carrying value 4,185,015 11,189,094 52,769 268,615 15,695,493 Currency translation Currency translation 36,740 238,324 42 6,703 281,809 45,687 243,302 13 11,954 300,956 differences differences Additions - 238,770 22,769 2,821 264,360 Additions - 196,869 21,924 4,033 222,826 Disposals (Net) (72) (25) (76) (1,573) (1,746) Disposals (Net) (136,158) (7,050) (456) - (143,664) Transfers - 33,059 (2,490) - 30,569 Transfers - (35,731) (4,290) (657) (40,678) Variation in scope and Variation in scope and business combinations 10,603 59,572 28 (604) 69,599 business combinations 258,388 1,395,304 (68) (6,816) 1,646,808 Amortisation charge - (693,271) (20,439) (10,818) (724,528) Amortisation charge - (641,491) (16,123) (14,222) (671,836) Impairment - (127) - - (127) Impairment (3,104) - - - (3,104) Others - 7,079 (476) (1,147) 5,456 Others 625 14,677 24 13 15,339 Closing net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532 Closing net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140 At 31 December 2010 At 31 December 2009 Cost 4,397,724 21,376,366 148,412 333,687 26,256,189 (restated – see Note 30) Accumulated amortisation Cost 4,350,453 20,716,999 130,245 322,664 25,520,361 and impairment - (9,138,011) (95,261) (75,385) (9,308,657) Accumulated amortisation Net accounting value 4,397,724 12,238,355 53,151 258,302 16,947,532 and impairment - (8,362,025) (76,452) (59,744) (8,498,221) Net accounting value 4,350,453 12,354,974 53,793 262,920 17,022,140
  • 24 AR CSR AA The additions in 2010 due to changes in the consolidation scope and business combinations correspond 31 December 2009 1 January 2009 mainly to the impact of the proportional consolidation of 44% of the Centro Intermodal de Logística, S.A. 31 December 2010 Restated – See Restated – See (cilsa), effective for accounting purposes on 31 December 2010, as part of the corporate reorganisation Note 30 Note 30 set forth in Note 2.b.vii (Euros 70,214 thousand). Telecommunications This account in the movement for 2009 mainly included the impact of the acquisition of Itinere assets Hispasat 6,571 6,638 5,395 effective 30 June 2009, relating to different shareholdings in companies in which abertis was already a shareholder at the 2008 year end, mainly due to the respective revaluation of the concession arrangement 6,571 6,638 5,395 for motorway operations acquired (basically Euros 1,130,232 thousand for avasa and Euros 195,726 thousand for Rutas del Pacífico), which, in the case of avasa, also includes the impact (Euros 318,824 Airports thousand) of having recorded the assets and liabilities already held previously by abertis at their fair value at 30 June 2009 (acquisition in stages). ACDL/tbi 168,912 174,642 173,019 “Administrative concessions, patents and trademarks” mainly includes the concession contracts for the dca/mbj 68,822 66,704 70,006 construction and exploitation of the different toll motorway networks, as per IFRIC 12, as indicated in 237,734 241,346 243,025 Note 3.b.iii, as well as the concessions acquired directly or as part of a business combination. The breakdown of the main administrative concessions (see Note 28.c), matched to their respective Car parks operating segment, is as follows: saba (group) 455,536 435,773 427,091 31 December 2009 1 January 2009 Logistics parks 31 December 2010 Restated – See Restated – See Note 30 Note 30 Cilsa 59,572 - - Toll motorways sevisur 6,227 6,474 6,227 Grupo HIT/sanef 6,243,386 6,387,453 6,540,753 65,799 6,474 6,227 avasa 1,264,457 1,344,031 260,008 Autopista Central 1,069,505 958,594 824,510 Administrative concessions patents and trademarks (net acesa 865,192 944,517 989,680 12,238,355 12,354,974 11,189,094 value) iberpistas/castellana 520,612 528,200 556,357 aumar 501,568 557,312 613,052 The additions to this account in 2010 relate mainly to the sanef group as a result of the investments made during the year in expanding the capacity of the motorway network. rutas del pacífico 412,623 388,544 192,165 Furthermore, “Others” mainly includes the intangible assets of ACDL/TBI (Euros 190,804 thousand, net, aucat 271,369 281,126 290,286 at 31 December 2010 and Euros 188,820 thousand, net, at the 2009 year end) relating mainly to licenses aulesa 86,729 88,501 89,284 for operating certain airports, booked at fair value when acquired at the beginning of 2005. Trados 45 72,134 69,831 71,129 At 31 December 2010 capital grants total Euros 152,691 thousand (Euros 150,467 thousand in 2009), GCO 35,411 38,139 49,371 after subtracting intangible assets (mainly under “Administrative concessions, patents and trademarks”). They are released on a straight-line basis to profit and loss on the basis of the useful life of the asset Others 129,729 78,495 30,761 financed and total Euros 7,164 thousand (Euros 7,492 thousand in 2009), reducing the depreciation 11,472,715 11,664,743 10,507,356 charge for the year. These capital grants basically relate to the sanef group (Euros 118,075 thousand in 2010 and Euros 124,263 thousand in 2009), which were granted by the French Government.
  • 25 AR CSR AA The translation differences generated during the year relate mainly to intangible assets in the UK (Pounds 2010 2009 (*) Sterling 521,272 thousand in 2010 and Pounds Sterling 534,419 thousand in 2009) and to intangible assets in Chile (Chilean Pesos 1,121,572,727 thousand in 2010 and Chilean Pesos 1,172,973,851 in Car parks 2009), in both cases as a result of the revaluation at the year end of the respective currency. saba (group) 114,757 113,995 The breakdown of goodwill in subsidiary and multi-group companies assigned to each of the different Logistics parks cash generating units defined by Group Management, in accordance with their respective business abertis Portugal Logística 4,774 4,774 segment and the concession that gave rise to the goodwill, is as follows: Cilsa 10,603 - 15,377 4,774 2010 2009 (*) Toll Motorways Goodwill 4,397,724 4,350,453 Grupo HIT/sanef 2,824,092 2,824,092 (*) This account, under IFRIC 12, presents no variations against the aggregates in the 2009 consolidated annual accounts. iberpistas 308,224 308,224 avasa 245,650 245,650 aucat 178,447 178,447 As indicated in Note 3.b), at the year end an evaluation is made to determine if any of the goodwill recorded has been impaired based on the calculation of value in use of its corresponding cash generating Autopista Central 152,511 131,419 unit, or the market value (price of similar recent transactions in the market) if higher. Trados 45 29,872 29,872 To determine this current value of the future cash flows from the investment, the following has been rutas del pacífico 31,063 26,768 carried out: aulesa 9,985 9,985 • Determining the time in which it is estimated that the respective investment will generate Others 3,441 3,358 cash flows (concession term for operator companies, most of which expire between 10 and 30 years). 3,783,285 3,757,815 • The respective projections have been made of revenues and expenses, using the following Telecommunications general criteria: Hispasat 144,279 144,279 o For revenues, in order to estimate the evolution of prices, the group has taken into tradia 42,014 42,014 consideration the official evolution of the consumer price index (CPI) of each country overon 15,964 15,964 in which investments are made (taking into account for operator companies the respective price revision formulas based on the evolution of the local CPI and/or specific 202,257 202,257 adjustments to it). As for activity, the group uses as its reference for estimating the Airports growth of gross domestic product (GDP) foreseen by the respective official bodies of ACDL/tbi 245,850 238,293 each country (as revised in each case), also taking into account historical experience of dca/mbj 27,658 25,270 the evolution of the activity in each investment against GDP, the degree of maturity of each infrastructure and other specific aspects that could affect future activity. Others 8,540 8,049 o As for expenses, their evolution has been based on the foreseeable evolution of the 282,048 271,612 respective CPIs, and the evolution of the business.
  • 26 AR CSR AA o In order to estimate the investments in maintenance and improvement of infrastructures, 7. INVESTMENT PROPERTY the group has used the best estimates available based on the experience of each The variations in this account have been as follows: company and taking into account the evolution of the projected activity. • The projections have been updated at the discount rate resulting from adding to the long- term cost of money, the risk assigned by the market to each country where the activity takes 2010 2009 (*) place, the risk premium assigned by the market to each business, and the financial structure. In general the discount rates used are within the range of 6%-10%. At 1 January As a result of the impairment test made, the different cash generating units to which the various goodwills Cost 374,329 299,571 are assigned are deemed capable of recovering the net value of each goodwill recorded at 31 December 2010. Consequently, there is no need to record any provisions for impairment. Thus, we should point Accumulated depreciation and impairment (12,517) (7,657) out that: Net carrying value 361,812 291,914 • In respect of the impairment tests of the Spanish motorways, (mainly those of the Iberpistas Group and aucat), the recoverable value (determined on the basis of the value in use, as Year mentioned above) that is obtained from the same exceeds the carrying value of the respective Opening net carrying value 361,812 291,914 goodwills in such a way that if significant changes were made to the assumptions used in these calculations, no significant impairment risk would arise. Currency translation differences 5,486 4,458 • As for the goodwill of HIT/Sanef (arising from its acquisition in 2006), it should be noted that Additions 25,539 21,291 the revenues recorded in 2010 (as in 2009 and previous exercises) have been higher than those Disposals (Net) - (890) taken into account in the model used to determine the value of the intangibles and goodwill Transfers (3,710) 50,815 at the acquisition date, and, accordingly, the value in use obtained sufficiently exceeds the carrying value of the goodwill that was recorded, and no significant risk of impairment arising Changes in scope and business combinations 74,219 - from changes in the assumptions used would arise. Depreciation charge (5,647) (4,864) • In relation to the impairment tests of the total goodwill of the ACDL/TBI Group, the recoverable Impairment (13,549) - value which corresponds mainly to the Luton airport concession (which at the 2010 year end Others - (912) represents 50% of the total, 49% in 2009) and the airports owned in Belfast and Cardiff, (which in both cases has been determined on a value in use basis), which is obtained from the Closing net carrying value 444,150 361,812 aforementioned tests, sufficiently exceeds the carrying value in such a way that if significant changes were considered to the assumptions used, no significant impairment risks would arise. At 31 December Cost (**) 494,455 374,329 Accumulated depreciation and impairment (50,305) (12,517) Net carrying value 444,150 361,812 (*) This account, under IFRIC 12, presents no variations against the aggregates in the 2009 consolidated annual accounts. (**) In 2010 includes Euros 44,024 thousand (Euros 63,550 thousand in 2009) in Investment property under construction.
  • 27 AR CSR AA The additions for 2010 due to changes in the consolidation scope and business combinations relate The additions and business combinations for the year, as in 2009, relate mainly to the capital increases to the impact of the proportional consolidation of 44% of Centro Intermodal de Logística, S.A. (cilsa), made by the investee company A’Liernor. effective for accounting purposes at 31 December 2010, as part of the corporate reorganisation set forth The disposals for 2010 due to changes in the consolidation scope relate mainly to the value of 32% in Note 2.b.vii (Euros 92,811 thousand in cost and Euros 18,592 thousand in accumulated depreciation). of the shareholding that abertis held until that time in Centro Intermodal de Logística, S.A. (cilsa), see As indicated in Note 3.d, Group investment property includes (measured at cost) land, buildings and Note 2.b.vii. This account in the movement for 2009 related to the value at 30 June 2009 of 25% of the other constructions held by the Group for the activity of its “logistics parks” business (consisting of shareholding that until that time abertis held in the operator company Elqui, S.A, of which it acquired investment in construction of industrial sheds in industrial parks for future rent to third parties). the remaining 75% in order to fully consolidate it. In order to identify their fair value, the latter is determined using the discounting of available cash flows The exchange differences generated during the year relate mainly to the shareholdings in Mexican on the basis of the existing medium-term lease arrangements. To do this, projections of income and associates (investment of Mexican Pesos 2,581,402 thousand at 31 December 2020 and Mexican Pesos expenses have been prepared using general criteria similar to those described in Note 6. 2,625,683 thousand at 31 December 2009) as a result of the revaluation of the Mexican Peso (MXN). As a result of determining the fair value of these assets (as value in use), the impairment of certain The breakdown of the interests in associates accounted for by equity accounting at 31 December is as follows: logistics assets totalling Euros 13,549 thousand has come to light. The exchange differences generated during the year relate mainly to assets in Chile (assets totalling Chilean Pesos 28,742,803 thousand in 2010 and Chilean Pesos 24,854,757 in 2009), in both cases as a 2010 2009 (*) result of the revaluation at the year of the respective currency. Eutelsat 1,068,826 1,037,191 It is Group policy to contract the insurance policies considered necessary to cover possible risks that AMP/GAP 186,499 165,433 might affect its investment property. A’lienor 66,175 41,652 Autema 46,347 21,176 8. INVESTMENTS IN ASSOCIATES Hisdesat and others 28,380 24,383 Túnel del Cadí 22,165 17,901 The movement recorded in this entry of the consolidated balance sheet is as follows: Coviandes 13,338 11,165 2009 RMG 10,125 10,078 2010 (Restated See Note 30) Aerocali 8,992 8,352 At 1 January 1,373,983 1,346,800 Torre Collserola 2,614 2,608 Additions and business combinations 24,851 41,657 saba Italia (Parcheggi and others) 2,188 2,167 Disposals - (1,007) Alis/Routalis 2,133 2,021 Variation in scope (27,503) (34,279) Coninvial 1,085 - Share in (loss)/profit (1) (See Note 13.c.iii) 116,971 77,120 PTY 889 583 Cumulative translation adjustments 26,224 5,947 Cota 636 550 Dividends accrued (See Note 26.c) (76,021) (59,457) SFB Fueling 567 428 Cash flow hedges (see Note 13) 26,240 (5,442) La Mercedes 118 136 Others (3,668) 2,644 Cilsa - 26,964 At 31 December 1,461,077 1,373,983 Ciralsa - 1,195 Interests in associates 1,461,077 1,373,983 (1) The share in (loss)/profit is stated after tax and non-controlling interests. (*) Under IFRIC 12 this account at the 31 December 2009 year end presents no variations against the aggregates in the consolidated annual accounts for 2009. The impact at the transition date of 1 January 2009 (see Note 30) was recorded by the operator Company Elqui, S.A., effective 30 June 2009, which became fully consolidated. Note: See information on associates in Appendix III.
  • 28 AR CSR AA The shares of Eutelsat are listed on the Paris Stock Exchange and their quotation at the 2010 year end is 9. AVAILABLE-FOR-SALE FINANCIAL ASSETS Euros 27.39/share, and, accordingly, the fair value of the shareholding of abertis at that date in Eutelsat (31.35%) totals Euros 1,891 million (Euros 1,550 million at the 2009 year end at Euros 22.46/share). The movement in this entry during the year has been as follows: The breakdown of the goodwills included in the investments of abertis in associates at the date of acquisition is as follows: 2010 2009 (*) At 1 January 1,342,010 983,998 2010 2009 (*) Toll Motorways Additions 275 1,661 Autema 27,861 27,861 Disposals (269) (788) Others 3,486 3,424 Variation in scope 91 - 31,347 31,285 Capital gains / losses for revaluations released to other comprehensive income (see Note 13) (256,518) 357,068 Telecommunications Transfers to non-current assets held for sale Eutelsat 628,255 628,255 (612,325) - Translation differences 1,733 71 Airports AMP/GAP 30,496 26,667 At 31 December 474,997 1,342,010 Aerocali 2,703 2,370 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. 33,199 29,037 The available-for-sale financial assets as at 31 December 2010 relate mainly to the stock exchange Logistics parks quotation of the 14.61% interest in Brisa totalling Euros 457,412 thousand (Euros 629,282 thousand at Cilsa (**) - 12,116 31 December 2009). At the 2009 close it also included the stock exchange quotation of the 6.68% in Atlantia totalling (Euros 696,973 thousand). The net loss for the year relates entirely to the shares held by abertis in two listed companies: Brisa Goodwill 692,801 700,693 (losses for the year of Euros -171,870, vs. Euros 160,388 thousand in gains in 2009), and Atlantia (losses (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. for the year of Euros -84,648 thousand, gains of Euros 196,680 thousand in 2009). (**) Proportionally consolidated company at the year ended 31 December 2010. See Note 2.b.vii. At the 2010 year end the value of the interest in Atlantia (Euros 612,325 thousand) has been transferred on the consolidated balance sheet to the account “Non-current assets held for sale” taking into account the decision of the last Executive Committee of abertis for 2010 to adopt the divestment of this stake. Thus, as indicated in Note 29, on 14 January 2011 abertis sold its entire interest in Atlantia to qualified investors for Euros 625,558 thousand. We should finally point out that at the 2010 year end the valuation of the stake of abertis in Brisa is lower by Euros 124,727 thousand against cost value (in 2009 it was higher by Euros 47,143 thousand). The total loss for the year in Brisa impacts equity (other comprehensive income) since there is no impairment of the asset as the decrease in the quotation value of the Brisa shareholding below cost value has neither been significant nor prolonged, and, especially, because there is no knowledge that there has been a relevant event in particular (for example, a change in the concession terms and conditions) that has led to a measurable decrease in Brisa’s cash flows.
  • 29 AR CSR AA 10. DERIVATIVE FINANCIAL INSTRUMENTS Notional Years Net fair 31 December 2010 value 2011 2012 2013 2014 2015 beyond value Interest rate swaps The breakdown of the fair value of the derivative financial instruments at year end is as follows: Cash flow hedges 3,059,018 771,443 167,500 952,998 4,422 33,928 1,128,727 (148,109) Fair value hedges 433,000 - - 50,000 43,000 32,000 308,000 32,272 2010 2009 (*) Not classified as hedges 1,526,243 1,151,243 375,000 - - - - 862 Assets Liabilities Assets Liabilities Interest rate swaps: 5,018,261 (114,975) Cash flow hedges - 148,109 8 147,571 Cross currency and/or interest rate swaps in non-Euro currency: Fair value hedges 32,272 - 48,879 - Cash flow hedges 112,202 - 6,855 2,582 - 9,683 93,082 (48,076) Not classified as hedges 862 - 70 266 Hedges of a net foreign investment 1,405,424 - - 603,419 119,123 682,882 - (58,594) Interest rate swaps and cross currency interest Fair value hedges 519,118 122,516 - - 142,466 - 254,136 47,879 rate swaps in non-Euro currency: 2,036,744 (58,791) Cash flow hedges 714 48,790 1,077 44,020 Hedges of a net foreign investment 152,391 210,985 192,959 109,294 Notional Years Net fair Fair value hedges 49,841 1,962 6,018 53,391 31 December 2009 2010 2011 2012 2013 2014 value beyond value Derivative financial instruments 236,080 409,846 249,011 354,542 Interest rate swaps Cash flow hedges 3,579,622 560,394 878,166 221,706 1,018,607 107,392 793,357 (147,563) Interest rate swaps and cross currency interest Fair value hedges 973,000 - - - 50,000 43,000 880,000 48,879 rate swaps in non-Euro currency: Not classified as hedges 1,003,101 960,101 43,000 - - - - (196) Cash flow hedges 714 191,326 1,085 181,363 5,555,723 (98,880) Hedges of a net foreign investment 152,391 210,985 192,959 109,294 Cross currency and/or interest rate swaps in non-Euro currency: Fair value hedges 82,113 - 54,897 53,391 Cash flow hedges 90,385 1,033 1,033 1,033 517 - 86,769 (42,943) Non-current part 235,218 402,311 248,941 344,048 Hedges of a net foreign 1,405,424 - - - 603,419 119,123 682,882 83,665 investment Fair value hedges 509,422 - 122,516 - - 132,769 254,137 (47,373) Current part 862 7,535 70 10,494 2,005,231 (6,651) (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. The Group has contracted interest rate swaps and cross currency interest rate swaps, in accordance with a)Interest rate swaps the financial risk management policy outlined in Note 4. The notional principal amount of the interest rate swaps outstanding at 31 December 2010 total Euros The following tables show the derivative financial instruments existing at 31 December classified by swap 5,018,261 thousand (Euros 5,555,723 thousand in 2009), and the fixed interest rates are between 1.55% type, with their notional or contractual values, maturities and fair values: and 5.73% (between 1.69% and 5.73% in 2009) with the Euribor as the main floating interest rate peg. During the year certain derivatives were cancelled in advance such as fair value hedges, which converted a fixed rate bond issue into a floating rate. The change in value of the bonds hedged, Euros 54,900 thousand attributable the positive settlement of the derivatives and recorded at their date of cancellation, will
  • 30 AR CSR AA be amortised, impacting the income statement, based on the effective interest rate method until the maturity of this bond issue. b) Cross currency interest rate swaps in non-Euro currency At 31 December 2010 (as in 2009) abertis has various cross currency interest rate and foreign currency swaps of Pounds Sterling 476,000, which counter-value in Euros is 682,882 thousand, which are designated as hedges of net foreign investments in ACDL/TBI. The maturity of the derivative financial instrument is in 2015. Additionally, and as was the case in 2009, at 31 December 2010 abertis has hedges in Chilean Pesos totalling CP 428,871,370 thousand and a counter-value of Euros 469,377 thousand, arranged through various cross currency swap hedges maturing between 2013 and 2014. These financial instruments are designated as hedges of net foreign investments in different Chilean companies (elqui, gesa, Abertis Chile, Rutas del Pacífico, Autopista Central and opsa). As for the subsidiary abertis airports, at the close of 31 December 2010 (as in 2009) it has two net foreign investment hedges. The first in order to hedge the risk of its investment in AMP/GAP in Mexican Pesos through a cross currency swap totalling Mexican Pesos 2,736,000 thousand. The counter-value is Euros 183,378 thousand, and matures in August 2013. The second hedge is to cover the risk of the investment in MBJ in USD through a “cross currency swap” of USD 97,772 thousand, or Euros 69,787 thousand, maturing in 2014. On the other hand, the subsidiary company abertis finance has contracted derivative financial instruments (cross currency interest rate swaps) for a nominal value of Euros 244,704 thousand (no change on 2009), whereby a bond issue in US dollars at a fixed interest rate is translated into Euro-denominated debt with a floating interest rate pegged to the Euribor (fair value hedge).Furthermore, it has similar cross currency swaps of Pounds Sterling 70,000 thousand and USD 46,513 thousand as hedges of a loan extended to ADCL and TBI, Ltd., respectively, for the same amounts and maturities in 2014 in both cases qualifying also as fair value hedges. Additionally, this company has contracted a fair value hedge for a nominal amount of Euros 153,610 whereby a bond issue in Japanese Yen at a fixed interest rate is translated into Euro-denominated debt at a fixed rate. Finally, we should point out that at 31 December 2010 (as in 2009) Autopista Central, S.A. has a cross currency swap (maturing in 2026) in order to eliminate the exchange rate risk related to the USD- denominated bond issue totalling USD 124,375 thousand, taking into account the 50% stake of abertis in this multi-group company.
  • 31 AR CSR AA 11. TRADE AND OTHER RECEIVABLES The breakdown of this entry at year end is as follows: 31 December 2009 1 January 2009 31 December 2010 Restated – See Note 30 Restated – See Note 30 Non current Current Total Non current Current Total Non current Current Total Trade debtors - 497,925 497,925 - 481,691 481,691 - 419,087 419,087 Bad debt provision (impairment) - (43,779) (43,779) - (34,033) (34,033) - (26,673) (26,673) Trade debtors-net - 454,146 454,146 - 447,658 447,658 - 392,414 392,414 Accounts receivable – companies accounted for by equity accounting: Accounts receivable - 3,791 3,791 - 2,921 2,921 - 4,316 4,316 Loans 152,013 6,967 158,980 79,067 - 79,067 76,210 1,846 78,056 Impairment provision (35,296) - (35,296) - - - - - - 116,717 10,758 127,475 79,067 2,921 81,988 76,210 6,162 82,372 Debtors for compensation from Public Administration 752,632 225,013 977,645 566,274 196,574 762,848 154,618 177,943 332,561 Current tax assets - 80,644 80,644 - 48,315 48,315 - 127,897 127,897 Other accounts receivable – related parts (see Notes 18 and 26) 5,600 - 5,600 - 7,127 7,127 - 7,646 7,646 Other accounts receivables 96,784 178,575 275,359 76,146 173,266 249,412 73,673 184,115 257,788 Trade and other accounts receivable 971,733 949,136 1,920,869 721,487 875,861 1,597,348 304,501 896,177 1,200,678 Note: Certain amounts in this breakdown of trade and other receivables (specifically “Debtors for compensation from Public Administration”) do not relate to those in the consolidated annual accounts for 2009, and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.
  • 32 AR CSR AA The debtor balances are shown at their amortised cost and there are no significant differences with Amongst these arrangements we find Royal Decree 457/2006, which contains as an Appendix the respect to their nominal value Arrangements between the Government and acesa, for the modification of certain terms of the “Debtors for compensation from Public Administration” includes the outstanding amounts refundable Barcelona-La Jonquera, Barcelona-Tarragona, Montmeló-El Papiol and Zaragoza-Mediterráneo toll from the Administrations granting concessions related to various arrangements reached (rate rebates, free- motorway concession. transit, compensation and others). Some of these arrangements (or even the concession arrangements for The aforementioned Arrangement stipulates the construction of an additional lane along certain stretches some airports) have been recorded under IFRIC 12 as indicated in Note 3.e.ii as per the mixed or financial of the AP-7 toll motorway, as well as the implementation of a close toll system. In order to carry out model. These debtor balances accrue interest to the Group once the agreed maturity date expires. these works, the arrangements estimates that the total value of the investment could reach up to Euros The movement in the non-current debtor balances with public administrations is as follows: 500 million (at 31 December 2010 the net value of the investment made totals Euros 250,809 thousand, Euros 110,545 thousand at 31 December 2009). Accordingly, the Arrangement states that the additional income that may arise from the increased Debtors for compensation capacity of the motorway would be allocated to restoring the economic-financial balance altered by the from Public Administration – actions laid down under the Arrangement, which also sets out the procedure for calculating the economic non-current compensation that the operator would receive if said economic-financial balance has not been restored 2009 when the concession expires. Restated – The receivable balance at 31 December 2010 totals Euros 457,325 thousand (Euros 212,385 thousand 2010 See Note 30 at 31 December 2009), and the impact on operating income for the year totals Euros 90,980 thousand At 1 January 566,274 154,618 while net financial income for the year totals Euros 13,697 thousand (Euros 76,760 thousand and Euros Additions to scope (*) - 254,402 5,419 thousand, respectively, in 2009). Additions 169,344 61,670 Furthermore, amongst the preceding arrangements, we should also mention the contents of Royal Decree 483/1995 entered into as an arrangements in January 2010 with the Government of Catalonia, which has Release to the consolidated income statement: as an appendix a master collaboration Arrangement setting forth the general conditions of modification - for economic compensation 98,333 76,760 and adaptation of the widening of the stretch of the C-32 motorway between Palafolls and the connection - restatement/financial effect (see Note 20.d) 40,074 29,861 with provincial road GI-600, together with other road improvements and mobility management linked to Transfers (see Note 15) (101,521) - the motorway and its operations in the Maresme corridor. The total value earmarked for the investments total Euros 96 million. Utilisations for the year (40,812) (23,081) As was the case with the AP-7 motorway arrangement, the C-32 motorway arrangement also stipulates Others (5,969) - that the additional income that may arise from the increased capacity of the motorway would be Exchange differences 26,909 12,044 allocated to restoring the economic-financial balance altered by the actions laid down under the At 31 December 752,632 566,274 Arrangement, which also sets out the procedure for calculating the economic compensation that the operator would receive if said economic-financial balance has not been restored when the concession (*) In 2009 due to the acquisition of Itínere effective 30 June 2009 relating to various shareholdings in companies in which abertis was expires. already a shareholding (basically an additional 75% of Elqui, thus becoming fully consolidated). The receivable balance at 31 December 2010 totals Euros 43,197 thousand and the impact on operating income for the year totals Euros 7,353 thousand while net financial income for the year totals Euros 1,180.
  • 33 AR CSR AA The breakdown of balances with associates is as follows: companies. To do this the financial balancing measures have been borne in mind (basically to offset the cost overruns for works and expropriations) established in the following legal provisions: 2010 2009 (*) • Additional amendment 41 to the 2010 Budget Act (Law 26/2009/23 December) by virtue of which the Government grants the companies participating loans to cover the cost overruns for Non- Non- Current Total Current Total expropriations that exceed 175% of the tenders. current current • RDL 1610/2010/26 November, which adopted an increase in the term of the concession and Ausol - 3,044 3,044 - 1,800 1,800 tariffs for Henarsa/Irasa, in order to re-balance the costs for additional works not foreseen Cota - 228 228 - 256 256 in the tender, as well as the repayment of the participating loans from the Government Alazor - 107 107 - 475 475 mentioned above and their respective remuneration. Ciralsa - 96 96 - 111 111 • RDL 1770/2010/23 December which adopted an increase in the tariffs for Acsesos de Madrid/ Alazor in order to re-balance the costs for additional works not foreseen in the tender, as well Other holdings - 316 316 - 279 279 as the repayment of the participating loans from the Government mentioned above and their Accounts receivable - 3,791 3,791 - 2,921 2,921 respective remuneration. • Draft Bill 621/000076 on the universal postal service, the rights of users and the postal market, Alis 41,387 - 41,387 39,909 - 39,909 adopted by the Senate on 21 December 2010, which additional provision 8 includes additional, Irasa 35,296 - 35,296 14,940 - 14,940 supplementary measures to those laid down in the aforementioned Additional Provision 41 of Law 26/2009/23 December. Alazor 32,765 - 32,765 11,062 - 11,062 The impairment tests brought to light impairment of the entire loan to Irasa, and, accordingly, at the Ciralsa 22,711 - 22,711 - - - 2010 year end, the respective impairment accrual has been charged. A’lienor 13,125 - 13,125 2,180 - 2,180 RMG 6,229 - 6,229 5,377 - 5,377 12. CASH AND CASH EQUIVALENTS Coviandes - 6,967 6,967 - - - Cilsa - - - 5,099 - 5,099 The breakdown of the cash balance and other equivalent assets at 31 December has been as follows: Other holdings 500 - 500 500 - 500 Loans extended 152,013 6,967 158,980 79,067 - 79,067 2010 2009 (*) Impairment provision Cash and banks 161,375 140,461 Irasa (see note 20.d) (35,296) - (35,296) - - - Term deposits in credit institutions maturing in less than 3 months 320,953 201,308 (35,296) - (35,296) - - - Cash and cash equivalents 482,328 341,769 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. Total 116,717 10,758 127,475 79,067 2,921 81,988 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. At the 2010 year end the balance of this account relates mainly to HIT/sanef (Euros 184 million against The non-current debtor balance with Irasa, Alazor y Ciralsa at 31 December 2010 relates mainly to the Euros 100 million in 2009), ACDL/TBI (Euros 43 million against Euros 52 million in 2009), abertis chile loans extended basically to finance the companies for the expropriation cost overruns. group (Euros 87 million against Euros 45 million in 2009), Invin group (Euros 36 million against Euros 27 million in 2009) and Hispasat (Euros 32 million against Euros 26 million in 2009). Given certain indications of impairment of some of these loans, the Group has evaluated their recoverability and the capacity that these companies are expected to have in facing the repayment of their debt, on the basis of future cash flow projections taking into account as well the impact of the financing of these
  • 34 AR CSR AA 13. NET EQUITY The movement in consolidated net equity during the year has been as follows: Reserves (b) Capital, share Retained Available-for- Cumulative Non- premium and earnings and Hedge Reserve sale financial translation Total controlling Net Equity treasury shares Other reserves assets adjustments interests (d) (a) (c) At 1 January 2010 (restated – See Note 30) 2,373,733 (14,061) 269,264 (105,990) 149,213 1,476,722 1,334,421 5,334,089 Income (expenses) recorded in equity: Available-for-sale financial assets - - (256,518) - (256,518) - - (256,518) Cash flow hedges - (110,280) - - (110,280) 40,643 (3,382) (73,019) Currency translation differences - - - 162,271 162,271 - 61,287 223,558 Actuarial gains and losses - - - - - (15) (49) (64) Others - - - - - (46,154) 6,340 (39,814) Net income for the year - - - - - 661,615 81,734 743,349 2009 final dividend - - - - - (211,154) (68,418) (279,572) 2010 interim dividend - - - - - (221,711) - (221,711) Variation in scope - - - - - - (1,719) (1,719) Treasury shares 2,117 - - - - - - 2,117 Increase / (decrease) in capital - - - - - - 22,786 22,786 At 31 December 2010 2,375,850 (124,341) 12,746 56,281 (55,314) 1,699,946 1,433,000 5,453,482 Note: The income and expenses recognised in net equity are presented net of their tax impact.
  • 35 AR CSR AA Reserves (b) Capital, share Retained Available-for- Cumulative Non- premium and earnings and Hedge Reserve sale financial translation Total controlling Net Equity treasury shares Other reserves assets adjustments interests (d) (a) (c) AT 1 January 2009 2,328,070 135,817 (87,804) (231,516) (183,503) 1,228,034 1,406,365 4,778,966 Changes in accounting policies (see Note 30) - - - - - (268,763) (126,840) (395,603) AT 1 January 2009 (restated – See Note 30) 2,328,070 135,817 (87,804) (231,516) (183,503) 959,271 1,279,525 4,383,363 Income (expenses) recorded in equity: Available-for-sale financial assets - - 357,068 - 357,068 - - 357,068 Cash flow hedges - (149,878) - - (149,878) (5,442) (13,995) (169,315) Currency translation differences - - - 125,526 125,526 - 69,019 194,545 Actuarial gains and losses - - - - - (10,935) (1,710) (12,645) Others - - - - - 365,938 9,699 375,637 Net income for the year - - - - - 623,726 60,425 684,151 2008 final dividend - - - - - (201,099) (63,495) (264,594) 2009 interim dividend - - - - - (211,154) - (211,154) Variation in scope - - - - - 586 (586) - Treasury shares 1,494 - - - - - - 1,494 Increase / (decrease) in capital 44,169 - - - - (44,169) (4,461) (4,461) At 31 December 2009 (restated) 2,373,733 (14,061) 269,264 (105,990) 149,213 1,476,722 1,334,421 5,334,089 Note: The income and expenses recognised in net equity are presented net of their tax impact
  • 36 AR CSR AA a) Capital, share premium and treasury shares All the shares of abertis are listed on the stock exchanges of Barcelona, Bilbao, Madrid and Valencia, being The amount and movement in this account during the year has been as follows: traded on the Spanish electronic trading system. These shares are traded on the main board (continuous market) and form part of the Ibex 35 index. The shares of abertis are entered in the share registry and according to the information available, at 31 Share Treasury December 2010, the most significant shareholdings are as follows: Share capital premium shares Total At 1 January 2010 2,111,537 523,309 (261,113) 2,373,733 Net change in treasury shares - - 2,117 2,117 Caja de Ahorros y Pensiones de Barcelona “la Caixa” (1) 28.98% Increases / (decreases) 105,576 (105,576) - - Joint share of Trebol Holding S.a.r.L / ACS, Actividades de Construcciones y Servicios, S.A. 25.83% At 31 December 2010 2,217,113 417,733 (258,996) 2,375,850 54.81% (1) Indirect holding of 20.22% through the company Criteria CaixaCorp, S.A. under its control, and 8.26% through other companies in its group. Share Treasury Share capital premium shares Total In August 2010 the shareholder ACS, Actividades de Construction y Servicios, S.A., which until that time At 1 January 2009 2,010,987 579,690 (262,607) 2,328,070 held 25.83% of abertis (11.87% indirectly through other group companies), as part of a concerted Net change in treasury shares - - 1,494 1,494 action with Trebol Holding S.a.r.L, sold a 10.28% stake in abertis to Admirabilia, S.L. (99% owned by the ACS group and 1% owned by Trebol International, B.V.), and 15.55% to Trebol International B.V. (99% Increases / (decreases) 100,550 (56,381) - 44,169 owned by Trebol Holding S.a.r.L and 1% owned by the ACS group). The voting rights of both companies At 31 December 2009 2,111,537 523,309 (261,113) 2,373,733 break down as follows: 60% belongs to Trebol Holding S.a.r.L (company managed by the investment fund manager CVC Capital Partners) and the remaining 40% belongs to the ACS group. Note: Accounts which under IFRIC 12 present no variations against the aggregates in the consolidated annual accounts for 2009. The Board of Directors was authorised by the Annual General Meeting of 27 April 2010 to increase share capital, through one or more capital issues though cash contributions, up to a maximum amount of Euros At 31 December 2010, the share capital of abertis was made up of 739,037,783 shares, grouped into a 1,108,557 thousand, during the period up to 27 April 2015. This power remains fully operative. single class and series, with a nominal value of Euros 3 per share, fully subscribed and paid up. Using the powers delegated by the Annual Shareholders’ Meeting, in 2010 (as in 2009) abertis has given On 27 April 2010, the Annual Shareholders’ Meeting of abertis approved a bonus share issue to be treasury shares to its employees. charged against the Share Premium Reserve, which includes, amongst others, the amount relating The movement recorded in the treasury shares portfolio during 2010 has been as follows: to the Revaluation Reserves of companies involved in takeover mergers carried out in prior years in the proportion of one new share for every 20 shares, representing a sum of Euros 105,576 thousand (35,192,275 ordinary shares). The movement recorded in the number of abertis shares during the year Number Par value Acquisition / Sale has been as follows: cost At 1 de January de 2010 13,971,451 41,914 261,113 Number of Ordinary Shares Bonus share issue (1) 692,909 2,079 - 2010 2009 Sale / Giving (113,262) (340) (2,117) At 1 January 703,845,508 670,329,056 At 31 December 2010 14,551,098 43,653 258,996 Bonus share issue 35,192,275 33,516,452 (1) Bonus share issues charged to reserves in the proportion of one new share for each 20 old shares, as per resolution of the General At 31 December 739,037,783 703,845,508 Meeting of Shareholders of 27 April 2010.
  • 37 AR CSR AA Number Par value Acquisition / Sale 2009 cost 2010 Restated At 1 de January de 2009 13,382,267 40,147 262,607 See Note 30 Bonus share issue (1) 665,357 1,996 - ACDL Group (GBP) (131,337) (152,465) Sale / Giving (76,173) (229) (1,494) Invin Group (Chilean Peso) (*) 162,932 81,750 At 31 December 2009 13,971,451 41,914 261,113 abertis chile Group (**) (Chilean Peso) 22,636 260 (1) Bonus share issues charged to reserves in the proportion of one new share for each 20 old shares, as per resolution of the General MBJ (USD) 11,165 6,001 Meeting of Shareholders of 31 March 2009. Codad (Colombian Peso) (10,947) (18,453) Other subsidiary companies (5,753) (4,628) b) Reserves Group 48,696 (87,535) i) Hedge reserve Corresponds to the reserve generated by the effective portion of changes in the fair value of the derivative AMP/GAP (Mexican Peso) 3,616 (20,500) financial instruments designated and classified as cash flow hedges and/or net investments abroad, for fully or proportionally consolidated companies. Coviandes (Colombian Peso) 4,224 2,708 Other subsidiary companies (255) (663) ii) Available-for-sale investments Group 7,585 (18,455) Corresponds to the unrealised gains and losses that arise from changes in the fair value of investments classified as available-for-sale. The decrease during the year relates to the net losses recorded for the 56,281 (105,990) shares of Brisa and Atlantia (see Note 9). (*) Relating mainly to Autopista Central (Euros 130,843 thousand in 2010 and Euros 60,714 thousand in 2009). (**) Relating mainly to abertis chile (Euros 12,721 thousand in 2010 and Euros -87 thousand in 2009) and Elqui (Euros 10,087 iii) Cumulative translation adjustment thousand). The breakdown of this entry at 31 December has been as follows: The evolution of the currency translation differences in 2010 (as in 2009) is mainly due to the appreciation of the Pound Sterling and Chilean Peso.
  • 38 AR CSR AA c) Retained earnings and other reserves The breakdown and movement in this account at 31 December is as follows: 31 December 2010 1 January 2010 Actuarial gains Distribution of Net income for 31 December Interim dividend Others restated and losses result the year 2010 Legal reserve 406,601 - 55,132 - - - 461,733 Retained earnings (excluding net income for the year) 657,549 (15) 146,286 - - (5,511) 798,309 Net income for the year 623,726 - (623,726) 661,615 - - 661,615 Interim dividend (211,154) - 211,154 - (221,711) - (221,711) 1,476,722 (15) (211,154) 661,615 (221,711) (5,511) 1,699,946 31 December 2009 (restated) Changes in 1 January Actuarial 31 December 1 accounting Distribution Net income Interim Variation in Capital 2009 gains and Other 2009 January 2009 policies (see of result for the year dividend scope increase Restated losses restated Note 30) Revaluation reserve under Royal 44,169 - 44,169 - - - - - (44,169) - - Decree Law 7/1996/7 June Legal reserve 354,794 - 354,794 - 51,807 - - - - - 406,601 Retained earnings (excluding net 411,818 (268,763) 143,055 (10,935) 164,347 - - 586 - 360,496 657,549 income for the year) Net income for the year 618,352 - 618,352 - (618,352) 623,726 - - - - 623,726 Interim dividend (201,099) - (201,099) - 201,099 - (211,154) - - - (211,154) 1,228,034 (268,763) 959,271 (10,935) (201,099) 623,726 (211,154) 586 (44,169) 360,496 1,476,722
  • 39 AR CSR AA On 27 April 2010, the Annual Shareholders’ Meeting of abertis approved payment of a final dividend for Net income Consolidated 2009 of Euros 0.30 gross per share, which represents Euros 211,154 thousand (Euros 201,099 thousand Subsidiary / Consolidated attributable to net income at 31 December 2009, for a final dividend for 2008 of Euros 0.30 per share). multi-group companies net income non-controlling attributable to interests parent company i) Legal reserve acesa 302,828 - 302,828 In accordance with the Spanish Corporate Enterprises Act, 10% of the annual profits must be allocated sanef 220,672 (104,686) 115,986 to the legal reserve until this reserve reaches at least 20% of the capital. The legal reserve cannot be aumar 116,942 - 116,942 distributed to shareholders unless the Company is wound up. retevisión 49,014 - 49,014 The legal reserve can be used to increase capital in the part of the balance that exceeds 10% of the aucat 34,707 - 34,707 capital already increased. sapn 32,169 (15,269) 16,900 Apart from the purpose mentioned above, provided that this reserve does not exceed 20% of share capital, it can only be used to offset losses when there are no other reserves available for this purpose. acesa Italia 29,694 - 29,694 abertis Portugal SGPS 26,885 - 26,885 ii) Retained earnings (excluding net income for the year) and other reserves Hispasat 24,275 (526) 23,749 This account includes the “goodwill reserve”, which, as from 2008, and under current corporate elqui 22,983 - 22,983 legislation in force (art. 273 of the Spanish Corporate Enterprises Act), must be set up by the Spanish iberpistas 16,928 - 16,928 companies in the abertis Group. These companies must make appropriations to a non-distributable saba Estacionamientos 11,338 (59) 11,279 reserve equivalent to the goodwill stated under assets that amounts to at least 5% of the goodwill. If these earnings do not exist or were insufficient, freely distributable reserves must be used. As long as London Luton Airport Group 10,269 (1,027) 9,242 the goodwill is maintained, this reserve will not be available for distribution. gco 9,082 (4,668) 4,414 At 31 December 2010 the goodwill reserve of abertis totals Euros 30,870 thousand (Euros 15,435 operadora del pacífico 8,476 (1,793) 6,683 thousand at the year end 31 December 2009) Furthermore, at the 2010 year end, the abertis group tbi 7,814 (781) 7,033 companies subject to this requirement have proposed making the respective appropriations as part of the distribution of net income for the year, based on the provisions of the aforementioned article. Codad 6,169 (926) 5,243 Additionally, this account includes the impact on equity in 2009 of Euros 318,824 thousand, arising overon 5,729 - 5,729 from having recorded the assets and liabilities that abertis already held in avasa at fair value at 30 tbi Overseas Holding 5,326 (533) 4,793 June 2009, as a result of the acquisition of an additional 50% of this company, effective for accounting Trados 45 5,136 - 5,136 purposes at the aforementioned year end. mbj 4,614 (1,176) 3,438 tbi Finance 2,846 (285) 2,561 iii) Net income for the year serviabertis 2,782 - 2,782 The contribution from each company in the consolidation scope to consolidated net income is set out, with the non-controlling interests being shown separately: rutas del pacífico 2,111 (431) 1,680 abertis logística 2,068 - 2,068 gesa 1,669 - 1,669
  • 40 AR CSR AA Net income Consolidated Net income Consolidated Subsidiary / Consolidated attributable to net income Subsidiary / Consolidated attributable to net income multi-group companies net income non-controlling attributable to multi-group companies net income non-controlling attributable to interests parent company interests parent company bet eire flow 1,651 (948) 703 abertis USA 29 - 29 Cardiff Internationational Airport 1,514 (151) 1,363 Ladecon 22 (9) 13 Belfast International Airport 1,492 (149) 1,343 tbi International Airport 8 (1) 7 tradia 1,356 - 1,356 tbi Aviation 1 - 1 tbi Airport Management 1,159 (116) 1,043 abertis sanef logistique (4) 1 (3) Orlando S. Domestic 1,128 (113) 1,015 TDM (**) (4) 1 (3) apr 1,030 - 1,030 sanef Doo (6) 3 (3) satsa 1,009 (125) 884 invicat (7) - (7) dca 979 - 979 Santa Caterina (11) - (11) Plaza Ciudadanía 927 (5) 922 Gicsa (13) - (13) sevisur 838 (335) 503 rutas II (30) 6 (24) adesal 773 - 773 tbi Real State Holding (36) 4 (32) slovtoll 764 (363) 401 saba Italia (176) (199) (375) abertis autopistas España 718 - 718 Hit Finance (279) 132 (147) Parc Logístic de la Zona Franca 616 - 616 tbi US Operations Inc (283) 18 (265) abertis Motorway UK Ltd. 584 - 584 saba Chile (360) 2 (358) eurotoll 575 (273) 302 consorci plataformes logístiques (388) 190 (198) saba Portugal 481 (3) 478 Areamed (604) - (604) sanef Tolling 339 (214) 125 abertis Portugal Logística (679) - (679) LLAG Investment UK 293 (29) 264 saba Inmobiliaria (734) 4 (730) abertis Finance 275 - 275 Orlando S. International (892) 89 (803) spasa 252 (102) 150 abertis Chile Logística (1,092) - (1,092) sanef aquitane 249 (118) 131 Stockholm Skavsta (1,137) 114 (1,023) Sea 14 218 (103) 115 Invin (1,342) 568 (774) Santoll 206 (98) 108 sanef saba Parkings France (1,455) 348 (1,107) saba Levante 124 (1) 123 Inversiones Nocedal (1,547) 654 (893) tbi Costa Rica 77 (8) 69 abertis autopistas Chile (1,706) - (1,706) ACDL 35 (4) 31 tbi US Holding (1,849) 185 (1,664) Rabat (*) 31 (15) 16 aulesa (1,986) - (1,986)
  • 41 AR CSR AA Net income Consolidated Net income Consolidated Consolidated Subsidiary / Consolidated attributable to net income attributable to net income Associates income for the multi-group companies net income non-controlling attributable to non-controlling attributable to year interests parent company interests parent company abertis Chile (7,029) - (7,029) Cota 72 - 72 Arasur (8,267) - (8,267) Torre Collserola 8 - 8 abertis airports (10,285) - (10,285) Las Mercedes (8) - (8) tbi Airport Holdings (11,152) 1,115 (10,037) saba Italia (Parcheggi and others) (260) - (260) avasa (12,298) - (12,298) A’lienor (320) - (320) castellana (14,244) - (14,244) RMG (568) - (568) Autopista Central (29,409) 12,440 (16,969) Ciralsa (1,195) - (1,195) abertis telecom (51,167) - (51,167) Consolidated by equity 116,971 - 116,971 HIT (80,156) 38,034 (42,122) accounting abertis (115,274) - (115,274) Net income for the year 743,349 (81,734) 661,615 Group 626,378 (81,734) 544,644 (*) Contribution to the abertis consolidation of companies consolidated by equity accounting until 31 December 2010, the date on (*) Contribution to the abertis consolidation until 1 October 2010. which Cilsa became proportionally consolidated. (**) Contribution to the abertis consolidation until 1 June 2010. d) Non-controlling interests Net income Consolidated Non-controlling interests (formerly “Non-controlling interest”) relate mainly to Holding d’Infrastructures Consolidated attributable to net income de Transport S.A.S (HIT), 52.55% owned by abertis (Euros 886 million in 2010 and Euros 1,005 million in Associates income for the non-controlling attributable to 2009), and to Inversora de Infraestructuras, S.L (INVIN) 57.70% owned by abertis (Euros 398 million in year interests parent company 2010 and Euros 347 million in 2009). Eutelsat 83,076 - 83,076 The final dividend for 2009 relates mainly to the payment made for this item by Holding d’Infrastructures Coviandes 20,665 - 20,665 de Transport S.A.S (HIT) to the rest of its shareholders. Hisdesat and others 3,936 - 3,936 Additionally, the capital increase for 2010 is due to the capital increase made by Consorcio de Plataformas Túnel del Cadí 3,216 - 3,216 Logísticas, S.A. (cpl), see Note 2.b.vii. In 2009 the capital reduction was mainly due to the reduction of the share premium account booked by Holding d’Infrastructures de Transports S.A.S (HIT). Autema 3,089 - 3,089 AMP / GAP 2,241 - 2,241 e) Interim dividend and proposed dividends Coninvial 1,099 - 1,099 The determination of the distribution of dividends is made on the basis of the parent company accounts PTY 687 - 687 of Abertis Infraestructuras, S.A., under the mercantile legislation in force in Spain. Aerocali 536 - 536 The dividends to be distributed to shareholders are recorded as liabilities in the consolidated annual Cilsa (*) 320 - 320 accounts as soon as the dividends are approved by the Annual Shareholders’ Meeting (or by the Board of Routalis 271 - 271 Directors in the case of interim dividends) until their payment. SFB Fueling 106 - 106
  • 42 AR CSR AA In 2010 an interim dividend totalling Euros 221,711 thousand was paid, equivalent to Euros 0.30 gross f) Earnings per share 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 i) Basic accordance with the legal requirements, demonstrating that there was sufficient profit for the distribution As shown below, the basic earnings per share are calculated by dividing net income for the year of the interim dividend and justifying the existence of sufficient liquidity to make the payment: attributable to the equity holders 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, and taking into Net income for the period from 1 January to 31 August 2010 272,432 account that the impact of the bonus share issue in the proportion of one share for every 20 old shares, adopted by the General Meeting of Shareholders of 27 April 2010, would have occurred at the beginning of the year adjusting its effect retroactively for the periods presented. Less: Goodwill reserves (15,435) 2009 Restated – 2010 Maximum amount available for distribution 256,997 See Note 30 Net income attributable to equity holders 661,615 623,726 Amount proposed and distributed 221,711 Weighted average number of ordinary shares in circulation (thousand) 724,459 724,356 Basic earnings per share (€/share) 0.91 0.86 Liquidity available prior to payment (*) 1,378,413 Diluted earnings per share (€/share) 0.91 0.86 Gross amount of interim dividend (221,711) The average number of ordinary shares in circulation has remained stable in 2010 since there have been Liquidity available after payment 1,156,702 no significant variations in the number of treasury shares (as mentioned above, the impact of the bonus (*) Includes the bank credit facilities not drawn down. share issue in the proportion of one share for every 20 old shares, adopted by the General Meeting of Shareholders of 27 April 2010, has been taken into account at the beginning of the year adjusting its effect retroactively for the previous year). The Directors of Abertis Infraestructuras, S.A. will also submit the following proposed distribution of the 2010 net income of abertis to the Shareholders’ Meeting for approval: ii) Diluted Available for distribution (Profit and loss) 590,846 Diluted earnings per share are determined using the calculation described above, the effect of taking into account the conversion of all the potential dilutive shares (share options) as if they were ordinary shares of abertis. Thus, it is estimated that the conversion of the shares occurs at the beginning of the year, or, Distribution: if circulated during the same year, at their date of issue. Dividends 443,422 In 2010 (as in 2009) abertis maintains potential dilutive shares in the form of share options, although Goodwill reserve (see Note 13.c.ii) 15,435 their impact on the average weighted number of shares in circulation is not significant, and, accordingly, diluted earnings per share do not differ from the basic earnings per share. Voluntary reserves 131,989 590,846 In the event that on the dividend distribution date abertis were to hold shares without dividend rights, the corresponding amount would be transferred to voluntary reserves.
  • 43 AR CSR AA 14. BORROWINGS position. Amongst these of special note is the loan from Banco Europeo de Inversiones (BEI) of Euros Borrowings break down as follows: 275,000 thousand (Euros 100,000 having been drawn down at December 2010). Given the Group’s treasury position as indicated in Note 12, net borrowings (excluding payables with companies consolidated by equity accounting and interest on loans and bonds) have increased by Euros 2010 2009 (*) 61,283 thousand to Euros 14,651,197 thousand, in spite of the positive free cash flow from investments Non current and dividends paid during the year, basically as a result of the impact on the value of the booking of the fair debt value derivatives (increase of Euros 91,796 thousand), due to the impact of the exchange Loans from credit institutions 7,721,032 7,523,604 rate on the borrowings of the group companies (increase of Euros 110,610 thousand, mainly in Chilean Bonds and other loans 6,517,336 6,313,824 companies), for the loans extended to associates and the debt contributed by the new companies 14,238,368 13,837,428 consolidated by the Group. Set out below is the maturity of the non-current borrowings matched to their outstanding terms at the balance sheet date until the date of maturity as stipulated in the respective loan arrangements. Thus, Loans from companies consolidated by equity accounting the amount shown below relates to the cash flows stipulated by contract, which differ from the carrying 9,413 10,453 amount of the borrowings due to the effect of applying IFRS criteria set down in IAS-39 and IFRS-3 on borrowings: Non current borrowings 14,247,781 13,847,881 2010 2009 Current Between 1 and 2 years 1,523,400 623,692 Loans from credit institutions 754,950 810,201 Between 2 and 3 years 2,574,347 1,457,876 Bonds and other loans 140,207 284,054 Between 3 and 4 years 1,124,359 2,469,261 895,157 1,094,255 Between 4 and 5 years 793,230 901,373 More than 5 years 8,325,123 8,410,347 Loans from companies consolidated by equity accounting Non-current borrowings 14,340,459 13,862,549 1,034 2,047 Interest on loans and bonds 231,982 241,338 Current borrowings 1,128,173 1,337,640 Current borrowings 640,980 836,922 Borrowings 15,375,954 15,185,521 Total borrowings 14,981,439 14,699,471 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. Of the Euros 14,981,439 thousand, Euros 8,462,595 thousand (56%) relate to the borrowings of Non-current payable balances with companies consolidated by equity accounting at the year end 31 subsidiary and multi-group companies without recourse to Abertis Infraestructuras, S.A. (Euros 8,299,262 December 2010 are mainly with Road Management Group (RMG, Euros 9,672 thousand in 2009). thousand in 2009, also 56%). At 31 December 2010 of total borrowings, Euros 6,540,417 thousand (Euros 6,653,195 thousand in Furthermore, the accrual and settlement of interest on the loans mentioned above will be made on the 2009) relate to HIT/Sanef, of which the amount Euros 6,038,296 thousand is non-current borrowings basis of the specific conditions and maturities, and it is estimated that for 2011 an interest payment (Euros 6,181,913 thousand in 2009). based on borrowings at the year end at 31 December 2010 totals approximately Euros 679 million (Euros 680 million estimated at the 2009 year end for 2010). Various financing transactions have been carried out during the year that have meant new funds for the Group totalling Euros 983,484 thousand, to meet some of the maturity of the debt in 2010 (cancelling debt totalling Euros 1,135,939 thousand) and improving Group liquidity, thus reinforcing its financial
  • 44 AR CSR AA Of the Euros 1,523,400 thousand maturing between 1 and 2 years, Euros 515,000 thousand have been Additionally, in relation to the sensitivity of fluctuations in interest rates on derivative transactions, we repaid by Abertis Infraestructuras, S.A. in January 2011. The rest relates mostly to the borrowings that will should point out that in aggregate terms the sensitivity of all the operations as a whole in derivatives be repaid with the cash flows of companies holding this debt. broken down at 31 December 2010, with a variation in the interest rate curve for the EUR, USD, MXN, Group borrowings (without taking into account the currency swaps mentioned in Note 10) are YEN, CLP and GBP of 50 basis points, all other variables remaining constant, the fair value of the derivative denominated in the following currencies: transactions as a whole would vary by Euros 9.0 million (Euros 9.8 million in 2009), and the net impact on equity would total Euros 19.4 million and Euros 0.001 million on earnings after tax (Euros 27.7 million in net equity and Euros 0.02 million in 2009 earnings after tax). 2010 2009 The carrying value and fair value of the non current bonds and borrowings at the close of the year has Euro 13,149,104 13,135,889 been as follows: Chilean Peso 904,564 789,480 US Dollar 618,434 478,989 2010 2009 Yen 184,077 150,207 Carrying Carrying Fair value Fair value Pound Sterling 58,089 78,212 value value Loans from credit institutions 7,721,032 7,963,039 7,523,604 7,642,867 Other currencies 67,171 66,694 Bonds 6,517,336 6,448,142 6,313,824 6,526,910 Borrowings 14,981,439 14,699,471 14,238,368 14,411,181 13,837,428 14,169,777 As mentioned in Note 10, a large part of borrowings in US Dollars and all the borrowings in Yen are translated into Euros through derivatives. The carrying value of current borrowings is similar to their fair value. The average weighted interest rate for 2010 on bond debt issued by lending entities has been approximately The Group has the following undrawn credit facilities and loans: 4.53% (4.56% in 2009), and there have been no significant fluctuations between currencies. At the close of 31 December 2010, 84% (84% also in 2009) of borrowings were fixed interest or fixed 2010 2009 through hedges, and, accordingly, possible fluctuations in interest rates that could significantly impact these consolidated annual accounts are not expected. Floating rate: Thus, the estimated sensitivity of the consolidated income statement resulting from the variation in Maturing in less than one year 557,348 981,563 interest rates on floating debt taking into account the effect of a 50bp variation, would be as follows: Maturing in more than one year 702,108 227,283 Undrawn credit facilities 1,259,456 1,208,846 2010 2009 Borrowings in Borrowings in The undrawn credit facilities relate primarily to a credit facility contracted by abertis at 31 December 2010 to meet treasury needs. (million) Euros Pounds Total Euros Pounds Total Finally, we should point out that in relation to the main financing contracts in force at the 2010 year end, Variation of 50pb: there are no (as was also the case in 2009) pignorated financial assets relevant to these consolidated Gross effect before tax annual accounts guaranteeing liabilities or contingent liabilities. Consequently, there are no commitments 10.0 2.3 12.3 7.0 3.5 10.5 or clauses related to the financing arrangements which at the year end of these consolidated annual accounts could make liabilities immediately due and payable to the lender. Net effect after tax 7.0 1.6 8.6 4.9 2.4 7.3
  • 45 AR CSR AA 15. DEFERRED INCOME 16. TRADE AND OTHER PAYABLES The movement recorded during the year has been as follows: The breakdown of this account entry at 31 December has been as follows: Deferred income 2010 2009 (*) 2010 2009 (*) Trade creditors 517,837 462,858 At 1 January 156,400 45,653 Amounts owing to related parties 16,962 59,542 Variation in scope and business combinations 6,031 115,175 Outstanding remuneration 87,460 82,360 Increases 811 1,247 Other payables 11,583 11,002 Decreases (5,586) (10,506) Trade and other payables 633,842 615,762 Transfers (111,313) - (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. Cumulative translation adjustment 883 4,831 At 31 December 47,226 156,400 Group companies with tax residence in Spain have changed their terms of payment in order to come into (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. line with the provisions of Additional Provision Three of the “Duty of Information” Act, Law 15/2010/5 July. At 31 December 2010, the outstanding balance payable to suppliers of these companies (Euros 204,318 thousand), the amount of Euros 12,303 thousand has been deferred past the legal payment The additions for 2010 due to changes in consolidation scope and business combinations relate mainly period, as a result mainly of certain one-off deviations in the telecommunications business. to the proportional consolidation of 44% of Centro Intermodal de Logística, S.A. (cilsa), effective for accounting purposes on 31 December 2010, as part of the corporate reorganisation described in Note 2.b.vii. This deferred income is mainly due to compensation for the exploitation of urban development 17.CORPORATE INCOME TAX works received from governments, which accrue and are charged to operating income during the time they are carried out. a) Fiscal information The transfers for the year have been recorded as a result of the modification in 2010 due to the abertis pays tax on a consolidated basis, as parent company of the tax group, which includes all application of the mixed model under IFRIC 12 by the operator company elqui, effective for the subsidiary companies in which it holds at least 75% and with tax residence in Spain. The Group subsidiary purposes of the presentation of deferred income and debtor balances (see Note 11) with no significant companies with tax residence in the United Kingdom and France pay tax on a combined basis as applied impact on equity. there. The other companies included in the consolidation scope are taxed individually. Additionally, “Deferred income” at 31 December 2010 mainly includes: In general, the companies with tax residence in Spain that form part of the Group are open to inspection • Compensation to Aumar from the Public Administration for works carried out in Sagunto, for for the last four years open for all the main taxes to which they are subject to. Accordingly, the Tax Euros 11,611 thousand (Euros 12,851 thousand in 2009). This is charged to results over the Authorities have raised tax assessments against abertis based on audits made mainly for Corporate life of the concession (until 2019). income tax and in particular in relation to export deductions and the application of a revaluation reserve • Income for the cession of the use of assets (parking spaces of saba and fibre optic conduits in the 2002 corporate income tax return. These assessments have all been signed in disagreement and of Acesa) which are taken to profit and loss on a straight-line basis over the life of the have been appealed and are pending the decision of the respective competent jurisdictional bodies. concession of the assets to be reverted. At year end the balance to be released to profit and The impact that these assessments or other existing fiscal litigation may have on the equity of the loss totals Euros 11,996 thousand and Euros 5,359 thousand, respectively (Euros 12,120 various Group companies affected is duly provided for, as long as it is understood that there are no solid thousand and Euros 5,846 thousand in 2009). arguments to defend the unlawful nature of the regularisations made by the Tax Inspectors and that they will be approved by the competent legal bodies, in which case no respective provision has been recorded, as was the case at 31 December 2010 (as was the case in 2009), for the assessment for 2002 for the alleged undue use of the revaluation reserve.
  • 46 AR CSR AA Additionally, due to possible differences in the interpretation of tax legislation applicable to certain The Corporate income tax expense for the year breaks down as follows (for fully consolidated or operations, there are specific tax liabilities of a contentious nature that are difficult to quantify. proportionally consolidated companies): Nevertheless, the amount of tax that might be payable would not have a material impact on these consolidated annual accounts. 2009 2010 (Restated) b) Corporate income tax expense Current tax 267,094 257,451 The general Corporate Tax rate applicable in Spain in 2010 is 30.00%, 28.00% in the UK, 34.43% in France Deferred tax: and 17.00% in Chile. Tax reform in UK and Chile (3,706) - The reconciliation of the theoretical tax and the tax expense recorded in the consolidated income statement for the year is as follows: Other variations in deferred tax (28,003) (10,304) Others (9,479) 4,460 2009 Tax expense 225,906 251,607 2010 (Restated) Profit before tax 969,255 935,758 As a result of the reduction of the general corporate income tax rate in the UK from 28% to 27% as from 1 January 2011, the Group companies residing fiscally in the UK have recorded a lower tax expense for the year of Euros 5,862 thousand due to the reduction of deferred tax liabilities. Furthermore, the Theoretical (*) 290,776 280,727 companies with tax residence in Chile have recorded a higher tax expense for the year totalling Euros Non taxable income (16,054) (14,183) 2,156 thousand due to the increase in the deferred tax liabilities that are expected to be reinvested in Expenses not deductible for tax purposes 227 7,792 2011 and 2012, as a result of the one-off increase in the general corporate income tax rate in these years (17% to 20% in 2011 and up to 18.5% in 2012). Use of tax losses and tax credits (16,521) (7,227) UK Tax reform (3,706) - Other tax effects (28,816) (15,502) Tax expense 225,906 251,607 (*) The impact of different tax rates in some countries, as well as the net income of companies consolidated by equity accounting (taxed at origin), is reflected in the other headings (mainly in “Other tax effects”).
  • 47 AR CSR AA c) Deferred taxes Of the total deferred tax assets and liabilities booked at 31 December 2010, it is estimated that Euros The balance of the recognised deferred assets and liabilities and their movements during the year have 47,916 thousand and Euros 78,617 thousand, respectively, will reverse in 2011 (Euros 37,564 thousand been as follows: and Euros 72,211 thousand, respectively, in 2009 year end for 2010). The deferred tax assets recorded at the close of 2010 (as in 2009) mainly correspond to tax credits and the tax effect of the IFRS adjustment made by the subsidiary companies in relation to the recording of 2009 the provisions related to the application of the “intangible model” under IFRIC 12 (not recorded under 2010 Restated local accounting principles), and in the case of companies with tax residence in Spain, to the reversal of Deferred tax Deferred tax Deferred tax Deferred tax the financial charge recorded under the principles of the Spanish General Chart of Accounts. asset liability asset liability Therefore, tax loss carry forwards available for offset at 31 December 2010 total Euros 663,951 thousand At 1 January 377,763 (1,394,542) (Euros 631,638 thousand in 2009), of which Euros 565,995 thousand (Euros 522,359 thousand in 2009) Changes in accounting policies are generated by the Chilean companies acquired (without a maturity date), and the others have expiry (see Note 30) 212,651 (15,082) dates mainly between 2011 and 2025. Of these tax losses, Euros 111,270 thousand (Euros 104,257 At 1 January 726,992 (1,740,019) 590,414 (1,409,624) thousand in 2009) is included in deferred tax assets. Charges/(credits) to income The deferred tax liabilities recorded at the 2010 year end are mainly for the tax effect related to the statement (*) 13,603 18,106 (33,562) 43,866 fair value accounting of the net assets and liabilities acquired in various business combinations and/or changes in the consolidation scope, the main impact being as follows: Charges/(credits) for inclusion in consolidation scope and 5,136 (17,566) 94,199 (317,751) business combinations Addition 2010 2009 Charges / (credits) to net equity 18,846 20,334 61,151 (6,666) Addition of 44% cilsa proportionally consolidated 2010 10,603 - Transfers 5,051 (5,051) - - Acquisition of Itínere assets: 2009 Cumulative currency translations 28,857 (49,533) 14,790 (49,844) avasa (additional 50%) 224,444 238,582 At 31 December 798,485 (1,773,729) 726,992 (1,740,019) rutas del pacífico (additional 50%) (*) 13,969 12,675 (*) In 2010 this account includes the impact mentioned in section b) above due to the UK and Chile Tax Reforms. Acquisition of Invin group (*) 2008 154,844 138,389 The additions for the year due to changes in the consolidation scope and business combinations arising mainly to the impact of the proportional consolidation of 44% of Centro Intermodal de Logística, S.A. Acquisition of 33.38% Hispasat 2008 7,596 8,603 (cilsa), see Note 2.b.vii (Euros 12,034 thousand in deferred liabilities, net, Euros 4,876 thousand in Acquisition of dca group (*) 2008 22,938 22,232 deferred assets and Euros 16,910 thousand in deferred liabilities). Acquisition of HIT/sanef group 2006 610,523 642,370 This account in the movement in 2009 included mainly the impact of the acquisition of Itínere assets, Acquisition of ACDL/tbi group (*) 2005 97,226 98,367 relating basically to the additional 50% of avasa (Euros 19,619 thousand in deferred assets and Euros (*) In the case of rutas del pacífico and the Invin group, the variation was affected by the revaluation at the year end of the Chilean 248,049 thousand in deferred liabilities), an additional 50% of rutas del pacífico (Euros 37,957 thousand Peso, in the case of the ACDL/tbi group, due to the revaluation of the GBP at year end, and to a lesser extent, in the case of the dca in deferred assets and Euros 43,101 thousand in deferred liabilities) and an additional 75% of elqui Group, due to the revaluation at the year end of the USD. (Euros 30,027 thousand in deferred assets and Euros 31,385 thousand in deferred liabilities. The cumulative translation adjustments generated during the year relate mainly to the deferred tax liabilities of companies with tax residence in the UK (Pound Sterling 137,935 thousand in 2010 and Pound Sterling 150,726 thousand in 2009) and to deferred tax assets and liabilities of Chilean companies (Chilean Pesos (CP) 75,192,741 thousand and CP 167,688,986 thousand, respectively, in 2010 and CP 96,303,558 thousand and CP 178,341,322 thousand in 2009) as a result of the appreciation of the Pound Sterling and the Chilean Peso at the year end.
  • 48 AR CSR AA 18. OBLIGATIONS FOR EMPLOYEE BENEFITS • In Italy, saba offers dismissal bonuses under a legal obligation (TFR). Since 1 July 2007 the employees’ rights accumulate in other external schemes (social security or defined contribution pension plan), and, accordingly, the TFR plan does not offer additional rights for Amongst the obligations with its employees, different Spanish group companies are sponsors of defined services rendered after that date. The TFR is not externally financed. contribution pension plans and/or have commitments for defined contribution and/or defined benefit pension commitments, arranged through insurance policies, as set down in legislation governing the • In the USA, the tbi airport management group has a defined benefit pension plan for some transfer of pension commitments. workers. The plan offers a fixed life-time pension whose amount depends on the work centre and is independent of salary. The plan is financed externally as per local legislation. Internationally, the different group companies have defined contribution and/or defined benefit commitments with their employees. These commitments are managed through external entities except • In the UK, tbi airport management has two pension plans financed externally under local in those countries where local legislation allows internal funds to be maintained. legislation: Together with the above obligations, several Group companies have long-term commitments with o The London Luton Airport Pension Scheme open to new participants. their employees for length of service bonuses and vacation pay also regulated by Collective Bargaining o The tbi Group Final Salary Pension Scheme (Belfast and Cardiff airports) for a closed Arrangements, for uninterrupted employment with the company. In relation to the valuation of these group. commitments, a liability has been posted on the balance sheet for this account totaling Euros 7,231 Furthermore, the London Luton airport has a commitment with a closed group of fire-fighters, for thousand (Euros 7,071 thousand in 2009), and the non-current liability recorded for this item totals additional services recognised in the pension plan. The liability for this plan is included jointly with the Euros 5,110 thousand. The amount recorded as staff costs in 2010 for these obligations is Euros 1,216 pension plan for the London Luton airport. thousand (Euros 1,631 thousand in 2009). See Note 20.c. In relation to the defined benefit commitments of different Group companies with their employees, the The economic-actuarial information on the existing liability for pension commitments of the Group’s reconciliation between the opening and closing balance of the actuarial value of these obligations is as various companies with their employees is as follows: follows: a) Defined contribution commitments 2010 2009 (*) The amount recorded for the year as personnel expense in the consolidated income statement for defined At 1 January 162,678 124,063 contribution commitments totals Euros 7,554 thousand (Euros 7,712 thousand in 2009). See Note 20.c. Added to scope - (193) b) Defined benefit commitments New commitments 21 (106) Except in those countries where local legislation allows for internal funds, pension commitments are Service costs for the year 4,457 4,578 covered using insurance policies or separate entities, in accordance with the applicable regulation in each Interest costs 8,931 7,630 country, with the amounts taken off the balance sheet. Nevertheless, this account entry includes the Contributions of participants 930 903 hedging instruments (liabilities and assets affected) where the legal obligation or implied obligation to Acturial losses/(gains) 5,048 26,820 meet the agreed benefits remains. Benefit payments (7,901) (6,500) In relation to commitments of this type, abertis has pension commitments relating to defined benefit plans in five countries: Settlements - (42) • In Spain, abertis, serviabertis, aumar, autopistas España, acesa and saba have pension Expenses / taxes / premiums (429) (658) commitments deriving from retirement bonuses covered by the Collective Bargaining Cumulative translation adjustment (**) 3,942 6,183 Arrangements. These commitments are financed externally as per local legislation. At 31 December 177,677 162,678 • In France, the companies in the HIT/sanef group offer retirement bonuses under a legal (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. obligation. sanef has a defined benefit pension plan for executives and sanef and sapn each have early retirement plans. The pension plan for executives is the only one that is financed (**) The exchange differences generated in 2010 and 2009 relate mainly to liabilities of companies with tax residence in the UK, given externally. the revaluation of the Pound Sterling in each year.
  • 49 AR CSR AA The reconciliation of opening to closing final balances of the actuarial fair value of the assets for these The annual movement in the liability recognised on the balance sheet has been as follows: liabilities is as follows: 2010 2009 (*) 2010 2009 (*) At 1 January 67,203 51,460 At 1 January 102,602 80,249 Additions to scope - - Assets in related companies (7,127) (7,646) New commitments - - Expected yield on related assets 6,860 5,571 Net obligations at 1 January 60,076 43,814 Acturial (losses)/gains 4,959 9,103 Additions to scope - (193) Contributions of the promoter 7,882 8,829 New commitments 21 (106) Contributions of the participants 930 903 Increase charged to: Benefits payments (7,901) (6,500) Income statement (see Note 20.c) 6,528 6,595 Settlements - - Net equity (**) 89 17,717 Expenses / taxes / premiums (429) (658) Contributions from Promoter (7,882) (8,829) Cumulative translation adjustments (**) 2,955 5,105 Cumulative translation adjustment 987 1,078 At 31 December 117,858 102,602 Net obligations at 31 December 59,819 60,076 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. (**) The exchange differences generated in 2010 and 2009 relate mainly to liabilities of companies with tax residence in the UK, given Assets in related companies 5,600 7,127 the revaluation of the Pound Sterling in each year. At 31 December 65,419 67,203 Amongst the related-assets linked to insurance policies, an amount of Euros 5,600 thousand (Euros 7,127 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. thousand in 2009) is held with related entities and carried under “Trade and other receivables – others” (see Notes 11 and 26). (**) The total amount recorded in net equity from recognised gains and losses is a loss of Euros 16,796 thousand in 2010 and a loss of Euros 16,707 thousand in 2009. Of the net obligation at 31 December 2010, Euros 30,805 thousand (Euros 30,858 thousand in 2009) relates to total or partially financed commitments and Euros 29,014 thousand (Euros 29,218 thousand in 2009) to unfunded obligations.
  • 50 AR CSR AA The breakdown of the total expense recognised in the consolidated income statement is as follows: The discount rate used is based on the “iboxx AA” corporate bond rate curve at 31 December 2010, as in 2009. The expected overall yield on the assets has been calculated in the following manner: 2010 2009 (*) • For the commitments of Spanish companies, using the discount rate for determining the Service cost for the year 4,457 4,578 obligation. Interest costs 8,931 7,630 • For the obligations of international companies, market yield expectations for assets with Expected yield on related assets (6,860) (5,571) similar characteristics (money market, fixed income or equity) over the entire term of the liabilities related to the assets in question. Loss / (gains) recognised as a result of settlements - (42) Finally, we should point out that for the main defined benefit plans the estimated sensitivity on the Total accounting expense (See Note 20.c) 6,528 6,595 obligation recorded at the year end from a 50 bp variation in the discount rate would be approximately (*) Accounts which under IFRIC 12 present no variations against the aggregates in the consolidated annual accounts for 2009. 8%-9%. The breakdown of each asset against the fair value of the commitment related assets is as follows: 19. PROVISIONS AND OTHER LIABILITIES The balance of current and non-current provisions and other liabilities is as follows: 2010 2009 Equity securities 41.93% 40.86% Fixed income securities 19.17% 26.25% 31 December 2009 1 January 2009 31 December 2010 Restated – Restated – Investment property 0.79% 0.77% See Note 30 See Note 30 Others 38.11% 32.12% Non- Non- Non- 100.00% 100.00% Currents Currents Currents currents currents currents IFRIC 12 provisions (*) 634,137 32,360 610,135 40,977 539,660 27,315 The actuarial assumptions (demographic and financial) used constitute the best estimates on the variables Other provisions 250,903 36,934 218,985 24,250 171,355 14,032 the will determine the final cost of providing the post-employment benefits. Provisions 885,040 69,294 829,120 65,227 711,015 41,347 Other creditors 118,717 236,571 117,622 185,258 111,711 166,440 The main actuarial assumptions used at the balance sheet date are as follows: Provisions and other 1,003,757 305,865 946,742 250,485 822,726 207,787 liabilities 2010 2009 (*) Mainly provisions for pavements, maintenance cycles and major overhauls. Discount rate (based on the type of commitment and currency) 3.25% - 5.50% 5.00% - 5.80% Expected yield on assets (based on the type of asset and currency) 3.25% - 7.00% 5.00% - 8.00% Salary increase rates (based on the type of commitment and currency) 3.00% - 4.20% 3.25% - 4.35% Post-employment liabilities in Spain: (*) Mortality tables PERMF200p PERMF200p Disability tables InvAbs_OM77 InvAbs_OM77 (*) For the post-employment commitments of investee companies located outside Spain, mortality and disability tables generally accepted in those countries have been used.
  • 51 AR CSR AA The movement of the non current provisions is as follows: The other non-current provisions at the close on 31 December 2010 mainly include the provisions for the replacement or substitution in relation to the expiry of the various concessions, as well as a provision 2009 for tax assessments raised against abertis that have been appealed and are now pending a ruling by the 2010 Restated - see Note 30 competent courts and authorities (both were already part of the opening balance). IFRIC 12 Other IFRIC 12 Other Total Total provisions provisions provisions provisions - 171,355 171,355 The line “Other creditors – current” includes the balance payable to the Government by the subsidiary At 1 January company acesa following the commitment acquired through the merger with the company that Change in accounting previously held the concession on the Montmeló-El Papiol stretch of motorway (Euros 20,973 thousand, 539,660 - 539,660 policies (see Note 30) as was the case at 31 December 2009). At 1 January – restated 610,135 218,985 829,120 539,660 171,355 711,015 Additions to scope (*) 238 5,068 5,306 24,545 36,460 61,005 20. INCOME AND EXPENSES Charged to the consolidated income statement: a) Rendering of services - Allowances 66,864 12,106 78,970 70,862 930 71,792 The breakdown of the rendering of services by category is as follows: - Financial 2009 restatements (see 2010 Restated (*) 35,203 7,062 42,265 33,457 - 33,457 Note 20.d) Toll motorway income 2,894,726 2,750,677 Recorded in equity (1,636) (1,167) (2,803) - - - Discounts and rebates on tolls (24,392) (13,708) Transfers (2,162) (263) (2,425) - - - Other services rendered 1,087,369 1,063,345 Amounts not applied and - - - - (555) (555) Others 5,001 5,333 reversed Rendering of Services 3,962,704 3,805,647 Utilisation for the year (76,897) (4,709) (81,606) (69,604) (8,909) (78,513) (*) Certain amounts included in this breakdown of services do not relate to those included in the 2009 consolidated annual accounts Others - 10,173 10,173 7,705 12,933 20,638 and reflect adjustments made under IFRIC 12 as indicated in Note 3 and Note 30. Cumulative translation 2,392 3,648 6,040 3,510 6,771 10,281 adjustment At 31 December 634,137 250,903 885,040 610,135 218,985 829,120 The other services rendered include income mainly from the management of telecommunication infrastructures and income for management of airports and revenues from car park operations and (*) In 2010 basically due to the impact of the proportional consolidation of cilsa (see Note 2.b.vii) and in 2009 to the acquisition of logistics facilities. assets of Itínere effective 30 June 2009, relating to various holdings in companies in which abertis was already a shareholder. b) Other operating income and other income As indicated in Note 30 to these consolidated annual accounts for 2010, as part of the application of IFRIC 12 under the intangible model, the future interventions have been determined (basically for This account includes income from the assignment of service areas and telematic services of different toll pavements) that the Group’s operator companies must face as a result of the use of the infrastructures motorway operator companies, receipt of indemnities, etc. in order to maintain and restore them, for which the respective provisions have been booked (see Note “Other income” mainly includes the profit obtained from the disposal of property, plant and equipment 3.o), in accordance with IAS 37, using the best estimate possible of the disbursements required to meet and investments in companies. them on the balance sheet date.
  • 52 AR CSR AA c) Personnel expenses d) Financial result The breakdown of personnel expenses by item is as follows: The breakdown of financial income and expenses by item is as follows: 2010 2009 (*) 2009 Wages and salaries 445,333 437,098 2010 Restated (*) - Interest and other income 33,943 28,501 Social Security contributions 120,088 115,436 - Derivative financial instruments: Post-employment costs: Cash flow hedge 14,654 22,752 Defined contributions plan (see Note 18) 7,554 7,712 Fair value hedge 30,195 27,858 Defined benefits plan (see Note 18) 6,528 6,595 Hedge of net foreign investment in non-Euro currency 6,988 10,234 Cost of other long-term commitments (see Note 18) 1,216 1,631 - Dividends 56,337 54,858 Share-based payment cost (see Note 27) 4,554 3,782 - Impact on valuation of financial assets of the mixed/financial Other social welfare expenses 34,807 32,250 model under IFRIC 12 (see Note 11) 40,074 29,861 Personnel expenses 620,080 604,504 - Exchange gains 18,363 13,445 (*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009. Financial income 200,554 187,509 The average number of employees in abertis and its subsidiary and multi-group companies during the year broken down by job category and gender is as follows: - Interest on loans from credit institutions and other loans (615,118) (600,346) - Derivative financial instruments: 2010 2009 Cash flow hedge (105,502) (90,474) Men Women Total Men Women Total Fair value hedge (31,076) (35,193) Permanent: Hedge of net foreign investment in non-Euro currency (13,698) (10,415) - Directors 2 - 2 2 - 2 - Financial restatement of provisions under IFRIC 12 (see Note - Management 127 16 143 131 15 146 (42,265) (33,457) 19) - Middle management 459 134 593 439 119 558 - Provision for Irasa loan (see Note 11) (35,296) - - Other employees 7,127 3,161 10,288 7,144 3,159 10,303 - Exchange losses (23,652) (3,779) Financial expenses (866,607) (773,664) Temporary 746 629 1,375 823 652 1,475 (*) Certain amounts included in this breakdown of services do not relate to those included in the 2009 consolidated annual accounts Average number and reflect adjustments made under IFRIC 12 as indicated in Note 3 and Note 30. 8,461 3,940 12,401 8,539 3,945 12,484 employees
  • 53 AR CSR AA Furthermore, the breakdown of “Variation in valuation of hedging instruments” in consolidated results is 22. BUSINESS COMBINATIONS as follows: During the year ended 31 December 2010, no significant business combinations have taking place impacting 2010 2009 these consolidated annual accounts. None of the values of the business combinations created in 2009 have been modified in 2010. - Variation in valuation of derivative financial instruments 90,720 (63,099) - Variation in fair value of hedged debt (91,796) 62,726 23. SHAREHOLDINGS IN MULTIGROUP COMPANIES Variation in valuation of hedging instruments (1,076) (373) At the close of 2010 the Group has shareholdings in the following multigroup companies consolidated 21. CONTINGENCIES AND COMMITMENTS by the proportional consolidation method: At 31 December 2010 the Group has given guarantees to third parties provided by financial institutions totalling Euros 697,478 thousand (Euros 622,185 thousand in 2009). Of this amount, Euros 259,186 Company Activity % Shareholding thousand (Euros 232,159 thousand in 2009) corresponds to guarantees for operating commitments of Trados 45 Motorway operator 50.00% the different Group companies. The rest correspond to certain commitments assumed by subsidiaries Autopista Central Motorway operator 50.00% and associates (investments, financing, etc). These commitments are not expected to generate significant overon Communications and audiovisuals 51.00% costs. The subsidiary company aumar has given guarantees to its investee company Ciralsa totalling Euros adesal Communications and audiovisuals 51.00% 4,987 thousand (as in 2009). Furthermore, the Company has given guarantees to its subsidiary company Hispasat (*) Satellite operator 42.06% aulesa totalling Euros 41 million (Euros 42 million in 2009) for a financing arrangement. Additionally, Saba Aparcamientos de Levante, the financing contracts of the associate Alazor include the commitment by its shareholders to make Car park operations 50.00% S.L. additional contributions based on the occurrence of certain events relating to the maintenance of Areamed Motorway service areas operations 50.00% financial ratios to cover and the service of the debt certain additional non-financeable costs. PLZF Logistic facilities 50.00% Furthermore, once the measures to restore the financial balance adopted by the Administration at the end of 2010 in relation to the operator company Accesos de Madrid/Alazor (see Note 11), abertis, Arasur Logistic facilities 43.98% through the subsidiary company iberpistas which holds the current 35.12% stake in Alazor (a holding Cilsa Logistic facilities 44.00% company owning all the shares of Accesos de Madrid), can decide to execute, during a period ending (*) Indirect interest through abertis telecom of 33.38% and through Eutelsat of 8.68%. March 2011, in accordance with the provisions of certain arrangements with the other shareholders of Alazor, various cross sale and/or purchase options of stakes in the aforementioned company with the other shareholders (some of which are related to the Group), under certain conditions. On the basis of In 2010 and as a result of the effect of the proportional consolidation (assets, liabilities and profit and the analysis and evaluation of these arrangements entered into by iberpistas, no significant impacts on loss) of Areamed it has been classified in the motorway segment (in 2009 it was only classified as such these consolidated annual accounts have come to light. in terms of assets and liabilities, as profit and loss was allocated to the logistics facilities segment) since effective 31 December 2009 the shareholding in this company was transferred from Abertis Logística, S.A. Additionally, at the end of the financial year, the Group has a commitment to purchase tangible assets to Abertis Autopistas España, S.A. for Euros 3,464 thousand. Furthermore, in 2010 and as a result of the corporate reorganisation described in Note 2.b.vii, in the Finally, as mentioned in Note 21 to the consolidated annual accounts for 2009, please note that on 19 logistics segment effective 31 December 2010 the company cilsa has been proportionally consolidated May 2009 the National Anti-Trust Commission handed down a judgement fining abertis telecom Euros (consolidated by equity accounting until that time). 22.7 million for taking advantage of its dominant position in certain contracts in 2006 and 2008. In 2010 no significant events have occurred that would modify this situation, and, accordingly, the position The effect of the proportional consolidation of multi-group companies broken down by business segment of abertis in relation to this fine. Therefore, at 31 December 2010 (as at the end of 2009) no provisions on the annual consolidated accounts of the Group are set out further below. whatsoever has been recorded for this matter as the conditions for recording one have not been met.
  • 54 AR CSR AA 31 December 2010 31 December 2009 Toll Restated Telecom Car parks Logistics Total motorways Toll Telecom Car parks Logistics Total ASSETS motorways Non current assets 414,554 351,321 4,119 192,551 962,545 ASSETS Current assets 65,354 97,009 275 6,233 168,871 Non current assets 326,669 331,065 4,116 86,932 748,782 479,908 448,330 4,394 198,784 1,131,416 Current assets 49,429 61,146 244 1,363 112,182 LIABILITIES 376,098 392,211 4,360 88,295 860,964 Non current liabilities 408,200 157,212 444 131,551 697,407 LIABILITIES Current liabilities 29,039 66,389 62 16,587 112,077 Non current liabilities 366,686 123,191 183 52,139 542,199 437,239 223,601 506 148,138 809,484 Current liabilities 29,595 74,016 147 5,991 109,749 396,281 197,207 330 58,130 651,948 NET ASSETS 42,669 224,729 3,888 50,646 321,932 NET ASSETS (20,183) 195,004 4,030 30,165 209,016 RESULTS Income 88,385 128,252 706 7,950 225,293 RESULTS Expenses (83,463) (91,718) (582) (10,192) (185,955) Income 71,668 110,108 747 17,156 199,679 Net income attributed Expenses (62,146) (82,888) (615) (16,942) (162,591) to equity holders of Net income attributed 4,922 36,534 124 (2,242) 39,338 the Company to equity holders of 9,522 27,220 132 214 37,088 Note: These amounts have been included in the consolidated balance sheet and consolidated income statement. the Company Note: These amounts have been included in the consolidated balance sheet and consolidated income statement for 2009 restated under IFRIC 12. In 2009 and as a result of the acquisition of a series of holdings in various companies in which abertis was already a shareholder, effective 30 June 2009, the companies Avasa, Rutas del Pacífico, Rutas II, and Operadora del Pacífico in the toll motorway segment were no longer proportionally consolidated (and became fully consolidated).
  • 55 AR CSR AA 25. SEGMENT REPORTING 1 January 2009 Restated Toll The different activities of the Group are organised and administered separately according to the nature Telecom Car parks Logistics Total of the infrastructures managed, with each segment forming a strategic business unit that manages motorways different types of infrastructures in different markets, so that the governing bodies of the Group can use ASSETS the segment reporting for decision making. Non current assets 721,218 228,370 4,195 102,833 1,056,616 The business segments have been defined by Management as the combination of assets and operations Current assets 65,353 98,823 504 4,571 169,251 engaged in the management of infrastructures subject to risks and rewards that are distinct from 786,571 327,193 4,699 107,404 1,225,867 other business segments. The main factors considered in the identification of business segments have LIABILITIES been the nature of the infrastructures managed and the operations carried out, so that the Group can organise its management in the following operating segments: Non current liabilities 757,051 107,842 183 55,557 920,633 • Motorways: construction, maintenance and operation of motorways under concession; management Current liabilities 47,637 43,567 209 15,881 107,294 of motorway concessions in Spain and internationally; construction of motorway infrastructures and 804,688 151,409 392 71,438 1,027,927 complementary activities to construction, maintenance and operation of motorways. • Telecommunications: establishment of any type of infrastructures and/or communication networks, NET ASSETS (18,117) 175,784 4,307 35,966 197,940 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 Note: These amounts have been included in the opening consolidated balance sheet at 01.01.2009, date of transition to IFRIC 12.. supply of any type of service over these networks. • Airports: construction and/or management of airports that are owned or under concession. 24. ENVIRONMENT • Car parks: construction and/or operation or sale or car parks, garages, service stations, commercial premises and other services directly related to these activities. The criteria of the Group is to give maximum attention to the environmental protection and conservation • Logistics facilities: protection, promotion, management, maintenance and operation of all types of activities, and each subsidiary company adopts the necessary measures to minimise the environmental infrastructures for logistics of every type. impact of the infrastructures managed in order to achieve the maximum possible integration into their • Others: corresponds mainly to the activity carried out by the Parent Company (holding company, respective surroundings. leadership and management of the group companies) and other companies that provide services and The Group has invested in 2010 Euros 31,387 thousand (Euros 20,560 thousand in 2009) on improving financing to Group companies. the environment mainly through the following activities: The business segments that are reported obtain their recurrent revenues depending on the nature of • Cleaning, gardens and clearings along the motorways, as well as improvements to the service the service provided as described in Note 3.p, where the customer type is the final user of the facility. and rest areas, and reduction of unsightly visual impact and noise levels. The income from the telecommunications business is generated mainly from the sale of the service • Collection and removal of hazardous urban waste. provider to radio, television and telephony operators and local government bodies, and in the case of • To a minor extent, implementation of measures to reduce noise pollution at airports, the airports segment, to aeronautics companies. optimisation of water management and energy consumption, and the promotion of various The Directors, the highest level of decision-making on operations of the Group, analyse the results recycling systems for the waste generated by aeroplanes. of each segment, including the profit from operations, since that is where the ordinary expenses and income can be directly attributed or reasonably distributed amongst the segments.
  • 56 AR CSR AA The operating result for each segment in the financial year and the share of the associates in the result is detailed as follows: 31 December 2010 Motorways Telecom Airports Car Parks Logistics Other Total Rendering of services 2,996,616 538,453 263,447 141,405 18,954 3,829 3,962,704 Other income 81,819 13,243 13,980 12,968 15,969 5,179 143,158 Operating income 3,078,435 551,696 277,427 154,373 34,923 9,008 4,105,862 Operating expenses (936,662) (330,574) (195,133) (90,089) (12,225) (38,828) (1,603,511) Trade provisions (3,967) (3,604) (919) 112 308 147 (7,923) Gross operating income for the year 2,137,806 217,518 81,375 64,396 23,006 (29,673) 2,494,428 Depreciation (745,112) (111,546) (54,907) (27,723) (8,548) (11,224) (959,060) Provisions for impairment - (187) - (2,219) (13,549) - (15,955) Operating profit 1,392,694 105,785 26,468 34,454 909 (40,897) 1,519,413 Share in the earnings from associates 26,943 87,093 2,883 (268) 320 - 116,971 Unassigned earnings (1) (667,129) Income for the year before tax 969,255 (1) Mainly include the interest income and expenses on debt, managed by the corporate central services, as well as the financial impacts due to the application of IFRIC 12.
  • 57 AR CSR AA 31 December 2009 Restated – see Note 30 Motorways Telecom Airports Car Parks Logistics Other Total Rendering of services 2,841,062 534,432 262,660 135,215 27,708 4,570 3,805,647 Other income 66,260 6,830 424 14,991 1,969 7,737 98,211 Operating income 2,907,322 541,262 263,084 150,206 29,677 12,307 3,903,858 Operating expenses (891,147) (313,883) (191,135) (90,528) (17,694) (28,822) (1,533,209) Trade provisions (9,356) (7,896) 3,334 (787) (162) - (14,867) Gross operating income for the year 2,006,819 219,483 75,283 58,891 11,821 (16,515) 2,355,782 Depreciation (694,928) (108,191) (59,331) (23,347) (9,207) (12,141) (907,145) Provisions for impairment - (3,104) - (367) - - (3,471) Operating profit 1,311,891 108,188 15,952 35,177 2,614 (28,656) 1,445,166 Share in the earnings from associates 9,646 65,969 1,495 (681) 691 - 77,120 Unassigned earnings (1) (586,528) Income for the year before tax 935,758 (1) Mainly include the interest income and expenses on debt, managed by the corporate central services, as well as the financial impacts due to the application of IFRIC 12. (*) Certain amounts included in this account for results, broken down by operating segments, do not relate to those included in the 2009 consolidated annual accounts and reflect adjustments made under IFRIC 12 as indicated in Note 3 and Note 30.
  • 58 AR CSR AA The assets and liabilities of the segments at 31 December and the investments in fixed assets for the year are as follows: 31 December 2010 Motorways Telecom Airports Car Parks Logistics Other Total Assets 18,981,736 1,275,044 1,475,020 816,742 645,045 637,515 23,831,102 Associates 162,256 1,100,456 196,059 2,306 - - 1,461,077 Total assets 19,143,992 2,375,500 1,671,079 819,048 645,045 637,515 25,292,179 Total liabilities 14,390,241 1,705,217 925,036 535,725 441,468 1,841,010 19,838,697 Investment for the year in fixed assets (*) 516,260 120,495 29,974 37,066 26,296 4,468 734,559 (*) Do not include the additions due to business combinations. 31 December 2009 Restated – see Note 30 Motorways Telecom Airports Car Parks Logistics Other Total Assets 18,877,644 1,273,726 1,471,071 802,674 451,581 621,932 23,498,628 Associates 105,771 1,064,732 174,213 2,303 26,964 - 1,373,983 Total assets 18,983,415 2,338,458 1,645,284 804,977 478,545 621,932 24,872,611 Total liabilities 14,088,593 1,788,124 947,878 538,295 291,641 1,883,991 19,538,522 Investment for the year in fixed assets (*) 361,022 222,711 27,750 45,672 31,799 6,958 695,912 (*) Do not include the additions due to business combinations. 1 January 2009 Restated – see Note 30 Motorways Telecom Airports Car Parks Logistics Other Total Assets 16,419,678 1,196,069 1,427,359 746,900 442,739 827,510 21,060,255 Associates 89,505 1,055,144 172,980 2,482 26,689 - 1,346,800 Total assets 16,509,183 2,251,213 1,600,339 749,382 469,428 827,510 22,407,055 Total liabilities 12,496,474 1,786,734 927,871 498,269 279,409 2,034,935 18,023,692
  • 59 AR CSR AA The assets of the segments mainly include PPE, intangible assets, financial assets arising from the mixed and financial model under IFRIC 12, inventories, accounts receivable, operating cash and deferred income. 31 December 2009 Restated – see Note 30 The liabilities of the segments include operating liabilities and the borrowings used to carry out activities. Spain France UK Chile Others Total Property investments include additions of PPE, other intangible assets and investment property, as well as financial assets recorded as a result of the application of IFRIC 12, under the mixed or financial model. Operating income 2,025,736 1,387,560 166,474 113,180 210,908 3,903,858 Although as indicated above Management leads the Group bearing in mind these operating segments, a Operating expenses (720,139) (509,746) (125,722) (40,590) (151,879) (1,548,076) follow-up is made of the operating results at the geographic level as well as investments in fixed assets for the year (both assigned taking into account their location) in the following countries: Gross operating 1,305,597 877,814 40,752 72,590 59,029 2,355,782 income 31 December 2010 Depreciation (399,511) (366,078) (44,731) (67,421) (29,404) (907,145) Spain France UK Chile Others Total Provisions for Operating income 2,051,363 1,443,747 177,213 192,337 241,202 4,105,862 (2,849) - - - (622) (3,471) impairment Operating expenses (734,305) (526,780) (129,438) (62,551) (158,360) (1,611,434) Operating profit 903,237 511,736 (3,979) 5,169 29,003 1,445,166 Gross operating 1,317,058 916,967 47,775 129,786 82,842 2,494,428 income Investment for the year in fixed Depreciation (439,897) (359,617) (39,345) (87,015) (33,186) (959,060) 443,219 200,678 25,223 13,980 12,812 695,912 assets (*) Provisions for (*) Do not include the additions from business combinations. (14,672) - - - (1,283) (15,955) impairment 26. RELATED PARTIES Operating profit 862,489 557,350 8,430 42,771 48,373 1,519,413 a) Directors and senior management Investment for Annual remuneration of the Board Members for their services to the Board of Directors of the Company the year in fixed 405,389 228,365 25,705 8,470 66,630 734,559 is fixed as a share in the liquid profits. It can only be paid out once the payment of dividends and assets (*) transfers to reserves that the Law establishes are covered and cannot exceed, under any circumstances, (*) Do not include the additions from business combinations. two percent of the profits. The Board of Directors may distribute this sum amongst its members in the form and amount it decides. The remuneration paid to directors of Abertis Infraestructuras, S.A., as members of the Board of Directors and their relevant committees, totalled Euros 1,875 thousand in 2010 (Euros 2,417 thousand in 2009), which is less than the statutory limit. Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was Euros 4,513 thousand (Euros 4,827 thousand in 2009), which corresponds to fixed and variable remuneration. In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received as other benefits contributions made to cover pensions and life insurance policies totalling Euros 256 thousand and Euros 57, respectively (Euros 140 thousand for life insurance in 2009).
  • 60 AR CSR AA The remuneration to Board Members of Abertis Infraestructuras, S.A. in the other companies of the group ii) Swaps contracted was Euros 832 thousand (Euros 826 thousand in 2009) and in associates it was Euros 70 thousand (Euros The swaps contracted with related entities as exchange rate and/or interest rate hedges total Euros 71 thousand in 2009). 860,364 thousand (Euros 952,226 thousand in 2009). Remuneration in 2010 of the members of Senior Management, understood as being the managing directors and senior personnel of the abertis Group that carry out their management functions under iii) Financing retirement obligations direct control of the Board of Directors, Executive Committee, Executive Chairman or Chief Executive Officer of Abertis Infraestructuras, S.A., totalled Euros 3,397 thousand (Euros 5,268 thousand in 2009). Contributions of Euros 93 thousand (Euros 137 thousand in 2009) have been made to an insurance policies taken out with a related company to cover the obligations for defined benefits to Group employees. In addition, members of Senior Management have received as other benefits contributions related to There are additional assets related to this policy totalling Euros 5,600 thousand (Euros 7,127 thousand pension and life insurance obligations totalling Euros 330 thousand and Euros 215 thousand, respectively in 2009), and the amount relating to defined contribution obligations totals Euros 6,758 thousand (Euros (Euros 541 thousand and Euros 320 thousand, respectively, in 2009). 5,466 thousand in 2009). See Notes 18 and 11. The retirement benefits received by former members of Senior Management have totalled Euros 513 iv) Purchase of assets and services purchases thousand in 2010 (Euros 512 thousand in 2009). Abertis Infraestructuras, S.A. has remuneration systems linked to the evolution of the Company’s share price as mentioned in Notes 3.m.iii and 27. 2010 2009 Purchases of assets: b) Significant shareholders Acquisition of property, plant and equipment 54,831 31,060 A shareholder that is understood to have significant influence in the Parent company is defined as one Work completion certificates 2,990 130,861 with the right to nominate a board member or holding more than a 5% interest (see Note 13.a). Finance leases 2,977 3,417 In addition to the dividends paid to the Shareholders, the breakdown of the balances and transactions made with significant shareholders is as follows: 60,798 165,338 i) Bond issues, loans and credit facilities received Services purchased: Receipt services 11,545 8,959 Credit card commissions 3,062 4,054 2010 2009 14,607 13,013 Debt Limit Debt Limit Loans 343,792 352,948 295,838 304,287 v) Obligations and contingencies Credit facilities 25,778 225,080 25,201 132,777 The limit granted by related entities and not drawn down on the credit facilities given at the year end 369,570 578,028 321,039 437,064 totals Euros 208,458 thousand (Euros 116,025 thousand in 2009). There are facilities for guarantees with related entities limited to Euros 241,759 thousand (Euros 201,763 Furthermore, in 2010 financial income and expenses have been recorded with related entities in the thousand in 2009). At the end of the year an amount of Euros 135,934 thousand has been drawn down amounts of Euros 7,140 and Euros 31,086 thousand, respectively (Euros 14,546 and Euros 30,004 (Euros 135,066 thousand in 2009). thousand in 2009). Additionally, at the 2010 year end debentures have been recorded totalling Euros Furthermore, there is an arrangement with the shareholders of Alazor described in Note 21. 160,000 thousand (as in 2009). Marketing financing conditions are respected.
  • 61 AR CSR AA c) Associates Name or The most significant transactions with associates relate to dividends accrued (Euros 76,021 thousand in registered Name of the % Activity Duties/Office 2010 – of which at the year end Euros 6,967 are pending receipt – and, Euros 59,457 thousand in 2009, name of the company shareholding see Note 8). The balances at the 2010 and 2009 year ends with associates are broken down in Notes director 11 and 14. Construction, Infraestructures maintenance and Viàries de Catalunya, operation of toll --- Several Administrator d) Other information on the Board of Directors S.A. motorways under In accordance with the provisions of article 229 and 230 of the Spanish Corporate Entities Act, designed concession to increase the transparency of listed companies, and publishing disclosure from directors, we set out Saba Aparcamientos, Chief Executive below the companies with the same, similar or complementary activity as that of Abertis Infraestructuras, Car park operations --- S.A. Officer S.A. in which members of the Board of Directors or persons related to them, have direct or indirect Service area shareholdings, or undertake functions, as the case may be, as well as the offices held in companies Areamed 2000, S.A. --- Vice-Chairman operations with the same, analogous or complementary activity as that which constitutes the corporate purpose of Abertis Infraestructuras, S.A., are set out below: Development Parc Logístic de la and operations of --- Vice-Chairman Zona Franca, S.A. logistics facilities Name or Development Centro Intermodal registered Name of the % and operations of --- Vice-Chairman Activity Duties/Office de Logística, S.A. name of the company shareholding Salvador logistics facilities director Alemany Mas Telecommunications Chairman and Chief Abertis telecom, S.A. --- Autopistas, services Executive Officer Toll motorway Chairman and Chief Concesionaria --- Telecommunications operator Executive Officer Española, S.A. Retevisión I, S.A. infrastructure --- Several Administrator Abertis Autopistas Toll motorway operator --- Several Administrator España, S.A. operator Telecommunications Iberpistas, S.A. Tradia Telecom, S.A. infrastructure --- Several Administrator Toll motorway Concesionaria del --- Board Member operator Salvador operator Estado Development, Alemany Mas Autopistes de construction, Abertis Airports, S.A. --- Several Administrator Catalunya, S.A. management and Toll motorway Concessionària de --- Several Administrator operation of airports operator la Generalitat de Airports Mexicanos Catalunya, Aucat Airport activities --- Administrator del Pacífico (AMP) Holding company Chairman (until Holding company Acesa Italia, S.r.L. --- Grupo Aeroportuario motorways 15.04.10) and technical --- Administrator del Pacífico (GAP) Brisa Auto-estradas Toll motorway assistance --- Board Member de Portugal, S.A. operator Isidro Fainé Telefónica, S.A. Telecommunications 0.0095 Vice-Chairman Casas
  • 62 AR CSR AA Name or Name or registered Name of the % registered Name of the % Activity Duties/Office Activity Duties/Office name of the company shareholding name of the company shareholding director director ACS, Actividades ACS, Actividades de de Construcciones Construction and Corporate General Construction and Chairman and Chief Construcciones y 0.108 y Servicios, S.A. 12.52 (*) services Manager services Executive Officer Servicios, S.A. (through Inversiones Florentino Pérez Vesan, S.A.) Rodríguez Telecommunications Société des Abertis telecom, S.A. --- Board Member services Autoroutes du nord Toll motorway Board Member --- et de l’est de la operator (until 16.12.10) France (Sanef) Saba Aparcamientos, Car park operations --- Board Member Iberpistas, S.A. S.A. Toll motorway G3T, S.L. Concesionaria del --- Board Member operator Estado ACS, Servicios y Construction and Autopista Vasco --- Board Member Concesiones, S.L. services Aragonesa, Toll motorway Concesionaria --- Board Member operator ACS, Servicios, Services, Española, S.A. (avasa) Comunicaciones y communications and --- Board Member Ángel García Energía, S.L. energy Eutelsat Board Member Satellite operator --- Altozano Communications (from 22.06.10) Francisco Reynés Board Member Clece, S.A. Integrated services --- Board Member Massanet Hispasat, S.A. Satellite operator --- (from 22.07.10) Airport holding Board Member TBI, Ltd. --- company (from 11.02.10) Construction and Dragados, S.A. --- Board Member Société des services Autoroutes du nord Toll motorway Board Member --- et de l’est de la operator (from 16.12.10) Construction and Hochtief A.G. --- Board Member France (Sanef) services Marcelino Telefónica, S.A. Telecommunications 0.000 --- Iridium Concesiones Armenter Infrastructure Spouse and de Infraestructuras, --- Board Member Telefónica, S.A. Telecommunications 0.000 --- concessions children S.A. Javier Echenique ACS, Actividades de Construction and Urbaser, S.A. Environment --- Board Member Landiribar Construcciones y --- Board Member services (until 25.10.10) Servicios, S.A. Telecommunications Xfera Móviles, S.A. --- Chairman services
  • 63 AR CSR AA Name or Name or registered Name of the % registered Name of the % Activity Duties/Office Activity Duties/Office name of the company shareholding name of the company shareholding director director Representative of the Representative of the Sole Administrator Sole Administrator ACS Telefonía Móvil, Novovilla, S.A. Holding company --- ACS, Actividades Holding company --- ACS, Actividades S.L. de Construcción y de Construcción y Servicios, S.A. Servicios, S.A. Representative of the Representative of the Sole Administrator Sole Administrator PR Pisa, S.A. Holding company --- ACS, Actividades Áurea Fontana, S.L. Holding company --- ACS, Actividades de Construcción y de Construcción y Servicios, S.A. Ángel García Servicios, S.A. Altozano Representative of the Ángel García Sole Administrator Representative of the Altozano Residencial Monte Sole Administrator Holding company --- ACS, Actividades Carmelo, S.A. Cariátide, S.A. Holding company --- ACS, Actividades de Construcción y de Construcción y Servicios, S.A. Servicios, S.A. Representative of the Representative of the Sole Administrator Sole Administrator Corporate Funding, Roperfeli, S.A. Holding company --- ACS, Actividades Holding company --- ACS, Actividades S.L. de Construcción y de Construcción y Servicios, S.A. Servicios, S.A. Representative of the Sole Administrator Mayor Assets, S.L. Holding company --- ACS, Actividades de Construcción y Servicios, S.A.
  • 64 AR CSR AA Name or Name or registered Name of the % registered Name of the % Activity Duties/Office Activity Duties/Office name of the company shareholding name of the company shareholding director director Representative of Representative of the the Board Member Sole Administrator Saba Aparcamientos, Caixa d’Estalvis Car park operations --- Villa Áurea, S.L. Holding company --- ACS, Actividades S.A. Unió de Caixes de de Construcción y Enric Mata Manlleu, Sabadell i Ángel García Servicios, S.A. Terrassa (UNNIM) Tarragó Altozano Caixa d’Estalvis Unió de Caixes de Representative of the Public car park --- General Manager Manlleu, Sabadell i Sole Administrator Terrassa (UNNIM) Villanova, S.A. Holding company --- ACS, Actividades de Construcción y Braulio Medel Servicios, S.A. Cámara Iberdrola, S.A. Telecommunications 0.001 Board Member (until 25.10.10) Antonio ACS, Actividades de García Ferrer Construction and Executive Vice- Julio Sacristán Autopistas Aumar, Construcciones y 0.032 Toll motorway (Representative services Chairman Fidalgo S.A. Concesionaria --- Board Member Servicios, S.A. operator of the Board (until 25.10.10) del Estado Member Comunidades ACS, Actividades de Construction and Gestionadas, ACS, Servicios y Construction and Construcciones y 0.0085 Vice-Chairman --- Board Member services S.A., Board Concesiones, S.L. services Pablo Vallbona Servicios, S.A. Member until Vadell Iberpistas, S.A. 25.10.10) Toll motorway Concesionaria del --- Chairman operator Telefónica Estado Telecommunications --- Board Member Miguel Angel Internacional Gutiérrez (*) Inversiones Vesan, S.A. is an equity company of Mr. Florentino Pérez, through his fully owned investee company ROSAN INVERSIONES, S.L. (NIF B78962099) and has a 12.52% stake in ACS, Actividades de Construction y Servicios, S.A. Méndez Telesp-Brasil Telecommunications --- Board Member Autopistas Aumar, Ernesto Mata Toll motorway S.A. Concesionaria --- Board Member López operator del Estado
  • 65 AR CSR AA Furthermore, in accordance with the provisions of article 229 of the Spanish Corporate Entities Act, the • Plan 2009 adopted on 31 March 2009 by the General Meeting of Shareholders of abertis for directors and persons related to them have disclosed that they do not have any direct or indirect conflicts management and certain key employees of the company and its subsidiaries. of interest with the company, except for Mr. Isidro Fainé Casas, Mr. Marcelino Armenter Vidal, Mr. Ricardo • Plan 2010 adopted on 27 April 2010 by the General Meeting of Shareholders of abertis for management Fornesa Ribó, Mr. Manuel Raventós Negra and Mr. Leopoldo Rodés Castañé, significant shareholders and certain key employees of the company and its subsidiaries proposed by “La Caixa”, who have abstained from intervening in resolutions or decisions relating to All four Plans have a 3-year vesting period in order to exercise the options as from the date they are given, financing operations involving the aforementioned related party. at the end of which, the management and key employees can exercise the options received over a period of 2 years, which can only be settled in shares. 27. SHARE-BASED PAYMENTS Each option coincides with a share, up to a maximum of 707,500 options in Plan 2007 (representing On 31 December 2010, as part of its remuneration policy, abertis maintains the following share options 0.11% of the share capital of the Company), up to a maximum of 1,200,000 options in Plan 2008 plans for Abertis Infraestructuras, S.A.: (representing 0.19% of the Company’s share capital), and up to a maximum of 1,420,000 options in • Plan 2007 adopted on 13 June 2007 by the General Meeting of Shareholders of abertis, for management Plan 2009 (representing 0.21% of the Company’s share capital), and Plan 2010 with 2,000,000 options personnel of the company and its subsidiaries. (representing 0.28% of the share capital). • Plan 2008 adopted on 1 April 2008 by the General Meeting of Shareholders of abertis for management Thus, the movement for the year for Plan 2010, Plan 2009, Plan 2008 and Plan 2007 has been as follows: and certain key employees of the company and its subsidiaries. Plan 2010 (maturing in 2015) Plan 2009 (maturing in 2014) Plan 2008 (maturing in 2013) Plan 2007 (maturing in 2012) Number of options Exercise price (2) Number of options Exercise price (3) Number of options Exercise price (4) Number of options Exercise price (5) (€/share) (€/share) (€/share) (€/share) At 1 January 2010 - - 1,484,700 11.4857 1,202,813 18.6032 768,877 20.8951 Options granted 1,836,000 14.5700 - - - - - - Bonus share issue (1) 91,800 (0.6938) 76,628 (0.5469) 59,333 (0.8859) 38,024 (0.9950) Additions - - 78,750 - - - - - Disposals (7,875) - (37,949) - (21,738) - (7,820) - At 31 December 2010 1,919,925 13.8762 1,602,129 10.9388 1,240,408 17.7173 799,081 19.9001 (1) Effect in 2010 on the options granted of the bonus share issue charged to reserves in the proportion of 1 new share for every 20 old shares adopted by the General Meeting of Shareholders of 27 April 2010, as per Plan 2007, Plan 2008, Plan 2009 and Plan 2010. (2) For Plan 2010 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. from 4 January 2010 until 26 April 2010, both inclusive (€14.5700/share) adjusted by the effect of possible share bonus issues (3) For Plan 2009 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 31 March 2009 (€12.0600/share) adjusted by the effect of possible share bonus issues. (4) For Plan 2008 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 1 April 2008 (€20.5100/share) adjusted by the effect of possible share bonus issues. (5) For Plan 2007 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share) adjusted by the effect of possible share bonus issues.
  • 66 AR CSR AA Plan 2009 Plan 2008 Plan 2007 The fair value of the options given under Plan 2010, Plan 2009, Plan 2008 and Plan 2007 totals is charged (maturing in 2014) (maturing in 2013) (maturing in 2012) to the consolidated income statement for the year as a personnel expense, as indicated in Note 3.m.iii. The breakdown of the fair value of the different Plans and their charges to the consolidated income Number of Exercise Number of Exercise Number of Exercise statement for the year is a follows: options price (2) options price (3) options price (4) (€/share) (€/share) (€/share) 2010 2009 At 1 January 2009 - - 1,185,450 19.5333 732,303 21.9399 Plan Plan Plan Plan Plan Plan Plan 2010 2009 2008 2007 Total 2009 2008 2007 Total Options granted 1,420,000 12.0600 - - - - Fair value 3,496 3,459 4,275 3,750 14,980 3,459 4,275 3,750 11,484 Bonus share issue (1) 71,000 (0.5743) 57,578 (0.9301) 36,574 (1.0448) Disposals (6,300) - (40,215) - - - Personnel expenses (1) (see Note 20.c) 820 1,305 1,604 825 4,554 899 1,477 1,406 3,782 At 31 December 1,484,700 11.4857 1,202,813 18.6032 768,877 20.8951 (1) As indicated in Note 3.m.iii, the personnel expense for the year is recorded as a counter-entry to Company equity, and, accordingly, 2009 the net equity effect is totally neutral. (1) Effect in 2009 on the options granted of the bonus share issue charged to reserves in the proportion of 1 new share for every 20 old shares adopted by the General Meeting of Shareholders of 31 March 2009, as per Plan 2007, Plan 2008 and Plan 2009. The main assumptions used in the valuation of these stock option plans at the date they are given are (2) For Plan 2009 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during as follows: the three months prior to the General Meeting of Shareholders of 31 March 2009 (€12.0600/share) adjusted by the effect of possible share bonus issues (3) For Plan 2008 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during Plan 2010 Plan 2009 Plan 2008 Plan 2007 the three months prior to the General Meeting of Shareholders of 1 April 2008 (€20.5100/share) adjusted by the effect of possible Valuation model Hull & White Hull & White Hull & White Hull & White share bonus issues. Option exercise price (€/share) 14.5700 12.0600 20.5100 24.1887 (4) For Plan 2007 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during Date given 28.04.2010 01.04.2009 02.04.2008 14.06.2007 the three months prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share) adjusted by the effect of possible share bonus issues. Maturity 28.04.2015 01.04.2014 02.04.2013 14.06.2012 Term of option to maturity 5 years 5 years 5 years 5 years Term of option until first exercise 3 years 3 years 3 years 3 years date Option type “Call / Bermuda” “Call / Bermuda” “Call / Bermuda” “Call / Bermuda” Spot price (€/share) 13.03 11.99 21.00 22.19 Forecast volatility (1) 27.52% 24.75% 21.29% 26.51% Free risk rate 2.31% 2.63% 4.13% 4.66% Payout ratio (2) 0.0% 0.0% 0.0% 0.0% (1) Estimated implicit volatility based on the prices of traded shares in official markets and OTC markets for that maturity and exercise price. (2)The early daily redemption dates have been estimated as from the beginning of the exercise period until the end of the exercise period based strictly on market criteria.
  • 67 AR CSR AA The Hull & White model used, unlike others, enables one to input all the terms and conditions of the • Concession contract entered into by the French Government and sapn (fully owned by sanef) incentive plan. This model allows for the input of aspects such as the loss of the exercise right due to for the maintenance and operation of the western motorways (A13, Paris-Caen and A14, Paris- resignation before the first three years, the early exercising far from the optimal moment and the periods Strasbourg) in France and the Paris ring road (A29, Le Havre-Sain Quentin), which terminates on in which the right cannot be exercised. The model also allows for the input of employee leaver ratios 31 December 2029 (1964 was the year of adjudication). based on their role in the company’s organisational chart. • Concession contract entered into by the Catalan Regional Government (Regional Government abertis has sufficient treasury shares to meet the potential payout of shares. of Catalonia) and the Ministry of Public Works (Ministry of Public Works and acesa for the construction, maintenance and operation of the following motorways: C-32 and C-33 motorways (Regional Government of Catalonia) and the AP-7 and AP-2 motorways (Spanish Government). 28. OTHER INFORMATION The concession terminates on 31 August 2021 (1967 was the year of adjudication). Thereafter, the concession originally without an extension of term, were formalised (modifying certain aspects of a) Remuneration of auditors the concession) two arrangements with the grantor administrations, the first for the expansion of During 2010 the fees invoiced by PricewaterhouseCoopers Auditores, S.L. and other companies trading the AP-7 toll motorway between La Jonquera and Vilaseca/Salou to three lanes along a 123 km. under PwC for auditing the annual accounts of the group companies have totalled Euros 466 thousand and stretch with a planned investment of Euros 500 million, and the second establishing the general Euros 1,184 thousand, respectively (Euros 819 thousand and Euros 1,167 thousand in 2009, respectively). conditions of upgrading and modification to widen the stretch of the C-32 motorway between Palafolls and the connection to the GI-600 road, together with other improvements to road and In addition, the fees invoiced during the year by other companies trading under the commercial name mobility management linked to the motorway and its operations in the Maresme corridor, with a PwC for tax advisory and other services provided to the Group have totalled Euros 337 thousand and projected investment of Euros 96 million. (See Note 11). Euros 768 thousand, respectively (Euros 431 thousand and Euros 933 thousand in 2009). • Concession contract entered into by the Catalan Government and aucat for the construction, Additionally the fees invoiced during 2010 by other auditors for auditing the annual accounts of group maintenance and operation of the C-32 Pau Casals motorway. The concession terminates on 26 companies and other services provided have totalled Euros 239 thousand and Euros 600 thousand, January 2039 (1989 was the year of adjudication). respectively (Euros 410 thousand and Euros 155 thousand in 2009, respectively). • Concession contract entered into by the Ministry of Public Works and aumar for the construction, maintenance and operation of the toll Motorways AP-7 (Tarragona-Valencia and Valencia- b) Financial plan Alicante) and AP-4 (Seville-Cadiz), which terminates on 31 October 2019. In accordance with the provisions of current legislation, the operator companies of Spanish motorways • Concession contract entered into by the Ministry of Public Works and iberpistas for the have their respective financial plans approved by the corresponding Administration. construction, maintenance and operation of the Villalba-Adanero Motorway (AP-6), which terminates on 29 January 2018 (1968 was the year of adjudication). Subsequent to the c) Concession contracts concession arrangement and without extending its expiry date, an arrangement was reached (modifying certain points of the concession) to expand the motorway to three lanes along the The main concession contracts held by the abertis Group relate to the maintenance and operation by the San Rafael – Villacastín stretch, with an investment of Euros 75 million. concessionary companies of different motorways managed by the Group, and at the end of the concession term the infrastructure must be returned in perfect condition to the granting body. Furthermore, the toll • Concession contract entered into by the Ministry of Public Works and castellana for the rate is indexed to inflation through specific formulas for each concession. construction, maintenance and operation of the stretches of the AP-6 toll motorway connection with Segovia (AP-61) and AP-6 connection with Ávila (AP-51), which terminates in November The main concession contracts of the subsidiary companies of the abertis Group, most of which under 2031 (1999 was the year of adjudication). According to the terms of the concession arrangement, IFRIC 12 have been recorded using the “intangible model”, are as follows: and based on the traffic flow during the period between November 2015 and November 2019, • Concession contract entered into by the French Government and sanef for the maintenance and the term of the concession could be extended until November 2036. operation of the northern motorways (A1, Paris-L´Îlles and A2, Paris, Velenciennes) and eastern • Concession contract entered into by the Ministry of Public Works and avasa for the construction, motorways (A4, Paris-Strasbourg) in France and the Paris ring road (A16, Paris-Boulogne-sur Mer, maintenance and operation of the Bilbao-Zaragoza section of the Ebro Motorway, now known A26, Calais-Troyes and A29, Ammiens-Neuchatel-en Bray), which terminates on 31 December as the AP-68 motorway, which terminates on 11 November 2026 (1973 was the year of 2029 (1964 was the year of adjudication). adjudication).
  • 68 AR CSR AA • Concession contract entered into by the Ministry of Public Works and aulesa for the construction, dca owns companies operating 14 airports under concession (excluding the available-for-sale investment maintenance and operation of the León-Astorga toll motorway, which terminates on 11 March in SCL, which manages the Arturo Merino Internacional Airport in Santiago de Chile): 2055 (2000 was the year of adjudication). • Sangster Internacional Airport (Montego Bay, Jamaica), 3.3 million passengers in 2010 (3.2 million • Concession contract entered into by the Regional Government of Madrid and Trados 45 for the in 2009). The concession terminates in April 2033. construction, maintenance and operation of the O’Donnell – N-IV stretch of the M-45 Road in • Alfonso Bonilla Airport (Cali, Colombia), 3.1 million passengers in 2010 (2.5 million in 2009). The Madrid, which terminates in August 2029. concession terminates in September 2020. • Concession contract entered into by the Argentine Government and gco for the construction, • 12 airports in Mexico, owned by GAP (indirect 5.80% held by abertis), with 20,2 million passengers maintenance and operation of the Autopista del Oeste, which terminates on 31 December 2018. in 2010 (19.3 million in 2009). The concession terminates in November 2048. • Concession contract entered into by the Ministry of Public Works of Chile and Autopista Central for the construction, maintenance and operation of the North – South corridor and the General The booking of the airport concession contracts of tbi and dca have not been affected by the adoption of Velásquez corridor, both in the city of Santiago de Chile, which terminates on 3 July 2031. IFRIC 12 as from 1 January 2010, as none of the requirements under IFRIC 12 have been met (main since • Concession contract entered into by the Ministry of Public Works of Chile and rutas del pacífico they are concessions without a regulated price). for the construction, maintenance and operation of the trunk Santiago – Valparaíso – Viña del Mar trunk and the Southern Trunk, with a maximum term of 25 years, August 2024. saba operates various car parks under concession (contracts signed with local Administrations in the • Concession contract entered into by the Ministry of Public Works of Chile and Sociedad different countries where it operates): Concesionaria del Elqui, S.A. (elqui) for the construction, maintenance and operation of Ruta 5 along the Los Vilos – La Serena stretch, which terminate in December 2022. • Spain: 67 operating centres (car parks and metered street parking areas) with a total of 26,465 spaces. The average time to maturity of all the concessions is 22 years. • Concession contract entered into by the Authority for Roads, Transport and Motorways of Puerto Rico and Company S.E. (apr) for the construction, maintenance and operation of the Teodor • Italy: 52 operating centres with 24,308 spaces and an average time to maturity of all the Moscoso Bridge in San Juan De Puerto Rico, last amended on 2 September 2009. The concession concessions of 29 years. terminates in February 2044. • Portugal: 17 car parks providing 6,573 spaces under various concessions, with an average time to • Concession contract entered into by the Unidad Administrativa Especial de la Aeronáutica Civil maturity of 20 years. (Special Civil Aeronautic Administrative Unit) and codad for the construction, maintenance and • Chile: 13 operating centres with 5,079 spaces and an average time to maturity of the concession operation of the first and second runway of the El Dorado Airport in the city of Bogota, Colombia, of 24 years. which terminates on August 2015. • France: 2 operating centres with a total of 521 parking spaces and an average time to maturity This concession contemplates minimum guaranteed revenues, which, amongst others, has meant of 24 years it is subject to IFRIC 12, using the financial model. Therefore, the concession is booked as a The concession arrangements for car parks under subject to IFRIC 12 have been booked using the financial asset whose amount is decreased as net compensation is received during the year, and intangible model. is increased as financial income accrues from the collection right booked. Furthermore, only sevisur, located on land owned by the Seville Port Authority released under an administrative concession operating income that is related to the maintenance expenses of the concession is recorded, until 2033 / 2037 in the case of ZAL-I. On 20 December 2007 the aforementioned Authorities awarded along with its respective margin. (see Note 3.e.ii) abertis logística with a new administrative concession for the construction and operation of buildings allocated to logistics activities of the ZAL-II of the Seville harbour for 35 years as from the beginning tbi operates five airports under concession: of the construction works. On 3 April 2008 sevisur subrogated the adjudicatory position of abertis • London Luton: 8.8 million passengers in 2010 (9.1 million in 2009). The concession expires in logística. At the end of the concession term the different buildings will revert to the Port Authority of August 2028. the Seville Harbour. At the 2010 year end a total of 104,000 square meters has been built and is under operation. • Orlando Sandford: 1.1 million passengers in 2010 (1.7 million in 2009). The concession expires in August 2037. Centro Intermodal de Logística, S.A. (Cilsa) is the operator company that manages the logistics hub or logistics zone in Barcelona (Zal Barcelona) and Prat de Llobregat (ZAL Prat), with a concession term of 30 • La Paz, Santa Cruz and Cochabamba: Bolivian airports with 3.7 million passengers in 2010 (3.1 years, extendible for 30 more years as per current legislation. The expiry date is on 31 December 2030 for million in 2009). Concessions terminate in March 2022. ZAL Barcelona and 31 December 2041 for ZAL Prat.
  • 69 AR CSR AA The recording of these concession contracts has not been affected by the adoption of IFRIC-12 as from 1 In this case the valuation of the asset to be recognized (value of the concession or value of the right to January 2010, as some of the requirements of IFRIC-12 have not been met (mainly since the concessions charge users for the public service) in consideration for the construction or improvement of infrastructure do not have regulated prices). will be made in accordance with the provisions of IAS 38 “Intangible Assets”, and will be amortised over the term of the concession. Thus, the application of IFRIC 12 has mainly meant that these assets which until then were recorded under “PPE and revertible assets – investment in toll motorways” that finally 29. SUBSEQUENT EVENTS will revert to the Grantor, have come to be recorded under “Other intangible assets – administrative concessions, patents and trademarks” and are amortised on a straight-line basis over the years remaining On 13 January 2011 abertis (acting through its Italian subsidiary Acesa Italia S.r.l, of which it is the in the concession arrangement. sole shareholder) began the private placement amongst qualified investors of its 40,099,848 of Atlantia Furthermore, under IFRIC 12, using the intangible model, the future interventions have been determined S.p.A. representing 6.68 % of its share capital. This placement took place through a “quick placement” that the Group’s operator companies must face as a result of the use of the infrastructures in order to procedure and was completed on 14 January 2011. As a result, the sale of the stake was completed for a maintain and restore them, for which the respective provisions have been booked, in accordance with price of Euros 625,558 thousand, generating in 2011 a gain for consolidation purposes of Euros 150,706 IAS 37, using the best estimate possible of the disbursements required to meet them on the balance thousand, which has had an additional impact on equity to that recorded at the 31 December 2010 year sheet date. Until application of IFRIC 12, and in general, most interventions of this type were charged as end of Euros 13,233 thousand. As a result of this operation, abertis has no stake whatsoever in the share recurrent and annually to the income statement, or, in some cases, to replace PPE. capital of Atlantia. The main provisions that have been determined at the transition date at 1 January 2009 and at 31 December 2009 year end have been as follows: 30. MATTERS ARISING FROM THE TRANSITION TO IFRIC 12 1 January 2009 31 December 2009 As indicated in Note 3, the consolidated annual accounts for the year ended 31 December 2010, are the first to take into account the application of IFRIC 12 – “Service Concession Arrangements”. Non- Non- Current Current current Total current Total This interpretation regulates the accounting treatment of the public-private service concession arrangements of the operator company, and, based on the arrangement reached between it and the Provision for: Grantor, established the respective accounting methods to follow. Pavement 321,934 19,434 341,368 366,246 29,329 395,575 IFRIC 12 affects the public-to-private service concession arrangements when: Other provisions (1) 217,726 7,881 225,607 243,889 11,648 255,537 • The Grantors controls or regulates to which services the operator must allocate infrastructure, to 539,660 27,315 566,975 610,135 40,977 651,112 whom the services must be provided, and at what price, and (1) Mainly include provisions for pavement, maintenance cycles and major interventions. • The Grantor controls the entire significant residual participation in the infrastructure at the end of the arrangement. Under these concession arrangements, the operator acts as a service provider, specifically, on the one As indicated in Note 3.o to the consolidated annual accounts, these provisions are recognised in general hand, construction services or infrastructure enhancement, and, on the other hand, operational and at the current value of the future cash flows that are expected to be necessary. maintenance service during the term of the arrangement. Based on the contractual rights that the operator receives in consideration for the construction of b) Financial model infrastructure improvement services, the following accounting methods will be used: Applied residually to some airports in the Group, according to this model the Operator must recognise a financial asset as if it had an unconditional contractual right to receive from the Grantor (or on its behalf) a) Intangible model cash or another financial asset in compensation for the construction and operation services and if the Grantor has little or no capacity avoid payment. This means that the Grantor guarantees the payment to A large number of the abertis Group companies affected by the application of IFRIC 12 (most of the the Operator of a fixed or specifiable amount or the deficit, if any. In this case, the operator does not bear motorway operator companies) have been subject to the intangible model. In general, this model applies the risk of demand since it collects even if there is no use of the infrastructure. when the Operator receives the right to charge the users a price for the use of the public service. This right is not unconditional but depends on whether the users actually use the service, and, accordingly, the risk In this case the valuation is made as per IAS 32, IAS 39 and IFRS 7 in relation to the financial assets. of demand is borne by the Operator. This financial asset will give rise to the recording of financial income from the beginning of the work, calculated on the basis of an effective interest rate equivalent to the internal rate of return of the project.
  • 70 AR CSR AA As a result of the application of this model, and the mixed model set out below, at the transition date additional financial assets have been posted at 1 January 2009 totalling Euros 130,574 (Euros 295,919 thousand at 31 December 2009). c) Mixed model Also residually applied by the Group to some operator motorway companies, this model consists in applying the financial model to the part of the contract in which the receipt of the amount is guaranteed, and the intangible model to the unguaranteed part, where the most significant aspect to be determined is which part of the revenues received will be used to recover the asset investment (intangible model) and which part will cover the account receivable (financial model). The investments in improving infrastructure, which during the year ended 31 December 2010 have totalled Euros 337.2 million (Euros 199.3 million in 2009), have been recorded directly in the respective asset accounts on the balance sheet (intangible asset or account receivable, based on the accounting model applied in each case), and, accordingly, there is no breakdown in the consolidated income statement for the year of the income and expenses for this amount in relation to the construction services rendered. IFRIC 12 has been applied on the transition date of 1 January 2009, after having prepared at that date the respective opening balance sheet under IFRIC 12, in order to provide consolidated and comparative financial statements for the year ended at 31 December 2009. The date of adoption of IFRIC 12 by the Group is 1 January 2010. In the preparation of the consolidated balance sheet at 1 January 2009 (transition date) and at 31 December 2009 under IFRIC 12, the Group has made (in accordance with the impacts pointed out) certain adjustments and reclassifications in relation to the aggregates in the consolidated annual accounts for 2009 prepared under IFRS in force at 31 December 2009 (see Note 2.a and Note 3.q.ii to the consolidated annual accounts for 2009). Under IAS 8, p.28, set out below please find the reconciliation between the aggregates of the consolidated balance sheet and consolidated net equity of the Group at 1 January 2009 and 31 December 2009, as well as the consolidated income statement at 31 December 2009 under IFRS without application of IFRIC 12 and with application of IFRIC 12:
  • 71 AR CSR AA Consolidated Balance Sheet at 1 January 2009 (transition date) Consolidated Balance Sheet at 1 January 2009 (transition date) 1 January 1 January 31 Impacts of Impacts of 2009 31 December 2009 December adoption of adoption of Note (under IFRIC Note 2008 (under IFRIC 2008 IFRIC 12 IFRIC 12 12) 12) ASSETS NET EQUITY Capital and reserves attributable to the Non-current assets equity holders of the company Share capital - 2,010,987 - 2,010,987 Property plant and equipment and revertible Share premium - 579,690 - 579,690 assets a 9,947,038 (8,297,094) 1,649,944 Treasury shares - (262,607) - (262,607) Goodwill - 4,185,015 - 4,185,015 Reserves - (183,503) - (183,503) Other intangible assets a 3,376,392 8,134,086 11,510,478 Retained earnings and other reserves - 1,228,034 (268,763) 959,271 Investment property - 291,914 - 291,914 3,372,601 (268,763) 3,103,838 Holdings in associates - 1,340,013 6,787 1,346,800 Non-controlling interests - 1,406,365 (126,840) 1,279,525 Deferred tax assets - 377,763 212,651 590,414 Net equity 4,778,966 (395,603) 4,383,363 Available-for-sale financial assets LIABILITIES - 983,998 - 983,998 Non-current liabilities Derivative financial instruments - 317,634 - 317,634 Borrowings - 12,763,366 - 12,763,366 Trade and other receivables b/c 173,927 130,574 304,501 Derivative financial instruments - 107,402 - 107,402 Non-current assets 20,993,694 187,004 21,180,698 Deferred income - 45,653 - 45,653 Deferred tax liabilities - 1,394,542 15,082 1,409,624 Current assets Post-employment employee obligations - 57,102 - 57,102 Inventories - 26,383 - 26,383 Provisions and other liabilities a 283,066 539,660 822,726 Trade and other receivables b/c 896,727 (550) 896,177 Non-current liabilities 14,651,131 554,742 15,205,873 Derivative financial instruments - 4,570 - 4,570 Current liabilities Cash and cash equivalents - 299,227 - 299,227 Borrowings - 1,863,988 - 1,863,988 Current assets 1,226,907 (550) 1,226,357 Derivative financial instruments - 3,015 - 3,015 Trade and other payables - 596,874 - 596,874 Current tax liabilities - 146,155 - 146,155 Assets 22,220,601 186,454 22,407,055 Provisions and other liabilities a 180,472 27,315 207,787 Current liabilities 2,790,504 27,315 2,817,819 Liabilities 17,441,635 582,057 18,023,692 Net equity and liabilities 22,220,601 186,454 22,407,055
  • 72 AR CSR AA Consolidated Balance Sheet at 31 December 2009 Consolidated Balance Sheet at 31 December 2009 31 Impacts of 31 December 31 December 31 Impacts of December adoption 2009 2009 Note December adoption of 2009 of IFRIC 12 (under IFRIC 12) Note (under IFRIC 2009 IFRIC 12 ASSETS 12) NET EQUITY Non-current assets Capital and reserves attributable to the equity holders of the company Share capital - 2,111,537 - 2,111,537 Property plant and equipment and revertible assets a 10,439,659 (8,617,469) 1,822,190 Share premium - 523,309 - 523,309 Goodwill - 4,350,453 - 4,350,453 Treasury shares - (261,113) - (261,113) Other intangible assets a 4,354,768 8,316,919 12,671,687 Reserves - 154,860 (5,647) 149,213 Investment property - 361,812 - 361,812 Retained earnings and other reserves - 1,763,387 (286,665) 1,476,722 Holdings in associates - 1,373,983 - 1,373,983 4,291,980 (292,312) 3,999,668 Deferred tax assets - 495,462 231,530 726,992 Non-controlling interests - 1,469,794 (135,373) 1,334,421 Available-for-sale financial assets Net equity 5,761,774 (427,685) 5,334,089 - 1,342,010 - 1,342,010 LIABILITIES Derivative financial instruments - 248,941 - 248,941 Non-current liabilities Trade and other receivables b/c 425,568 295,919 721,487 Borrowings - 13,847,881 - 13,847,881 Non-current assets 23,392,656 226,899 23,619,555 Derivative financial instruments - 344,048 - 344,048 Deferred income - 156,400 - 156,400 Current assets Deferred tax liabilities - 1,728,236 11,783 1,740,019 Post-employment employee obligations Inventories - 35,356 - 35,356 - 74,274 - 74,274 Trade and other receivables b/c 867,497 8,364 875,861 Provisions and other liabilities a 336,607 610,135 946,742 Derivative financial instruments - 70 - 70 Non-current liabilities 16,487,446 621,918 17,109,364 Cash and cash equivalents - 341,769 - 341,769 Current liabilities Current assets 1,244,692 8,364 1,253,056 Borrowings - 1,337,640 - 1,337,640 Derivative financial instruments - 10,494 - 10,494 Assets 24,637,348 235,263 24,872,611 Trade and other payables - 615,762 - 615,762 Current tax liabilities - 214,724 53 214,777 Provisions and other liabilities a 209,508 40,977 250,485 Current liabilities 2,388,128 41,030 2,429,158 Liabilities 18,875,574 662,948 19,538,522 Net equity and liabilities 24,637,348 235,263 24,872,611
  • 73 AR CSR AA Consolidated Net Equity at 1 January and 31 December 2009 2009 net income Reserves, retained Attributable to the attributable to earnings and other equity holders of Non-controlling equity holders of Non-controlling 31 December 2009 1 January 2009 reserves abertis interests abertis interests Net equity without IFRIC 12 3,372,601 1,406,365 4,778,966 653,064 266,315 63,429 5,761,774 Impact of IFRIC 12 (268,763) (126,840) (395,603) (29,338) 5,789 (8,533) (427,685) Net equity under IFRIC 12 3,103,838 1,279,525 4,383,363 623,726 272,104 54,896 5,334,089 Note: The equity adjustments are presented net of the respective tax impact, as the case may be, and include, where necessary, the amounts for fully consolidated and proportionally consolidated companies and those consolidated by equity accounting.
  • 74 AR CSR AA Consolidated Income Statement at 31 December 2009 31 December Impacts of 2009 31 December adoption of (under IFRIC 2009 IFRIC 12 12) Services rendered 3,836,695 (31,048) 3,805,647 Other operating income 73,549 - 73,549 Own work capitalised 19,926 - 19,926 Other income 4,736 - 4,736 Operating income 3,934,906 (31,048) 3,903,858 Personnel expenses (604,504) - (604,504) Other operating expenses (877,857) (48,230) (926,087) Variations in trade provisions (14,867) - (14,867) Variation in provisions for impairment (3,471) - (3,471) Amortisation and depreciation (948,274) 41,129 (907,145) Other expenses (2,618) - (2,618) Operating expenses (2,451,591) (7,101) (2,458,692) Operating profit 1,483,315 (38,149) 1,445,166 Variation in valuation of hedging instruments (373) - (373) Financial income 167,689 19,820 187,509 Financial expenses (740,207) (33,457) (773,664) Net financial income (572,891) (13,637) (586,528) Net income of companies consolidated by equity 78,014 (894) 77,120 accounting Profit before tax 988,438 (52,680) 935,758 Income tax (265,967) 14,360 (251,607) Profit for the year 722,471 (38,320) 684,151 Attributable to non-controlling holdings 69,407 (8,982) 60,425 Attributable to the equity holders of the 653,064 (29,338) 623,726 Company Earnings per share (in € per share) - basic 0.95 0.90 - diluted 0.95 0.90 Barcelona 22 february 2011
  • 75 AR CSR AA APPENDIX I. Subsidiary companies included in consolidation scope Shareholding Cost Company holding Consolidation method Activity Auditor (thousand Euros) % (*) the interest Company Registered office DIRECT SHAREHOLDINGS Abertis Infraestructuras Finance, B.V. Prins bernhardptin, 200 1097JB Ámsterdam (Netherlands) 2,000 100.00% abertis Full consolidation Financial services PwC Administrative and technological Serviabertis, S.L. Av. Parc Logístic, 12-20 Barcelona 12,003 100.00% abertis Full consolidation PwC management services Toll motorway operations Autopistas, C.E.S.A. (acesa) Av. Parc Logístic, 12-20 Barcelona 647,222 100.00% abertis Full consolidation Toll motorway operator PwC Autopistas Aumar, S.A.C.E. (aumar) Paseo de la Alameda, 36, Valencia 591,587 100.00% abertis Full consolidation Toll motorway operator PwC iberpistas, S.A.C.E. Pío Baroja, 6, Madrid 223,560 100.00% abertis Full consolidation Toll motorway operator PwC Hill House, 1 Little New Street, Londres EC4A 3TR United Abertis Motorways UK, Ltd. 23,363 100.00% abertis Full consolidation Holding company PwC Kingdom Abertis Infraestructuras Chile Limitada El Golf 150, piso 6 Las Condes. Santiago (Chile) 88,208 100% (1) abertis Full consolidation Toll motorway operator PwC (abertis Chile) Development and management of transport Abertis USA Corp. 1737 H Street NW, Suite 200 Washington DC, 20006 434 100.00% abertis Full consolidation - and communication infrastructures Study, development and construction of Abertis Autopistas España, S.A. Av. Parc Logístic, 12-20 Barcelona 1,473 100.00% abertis Full consolidation PwC civil infrastructure Rua General Norton de Matos 21-A Arquiparque Algés Oeiras Abertis Portugal SGPS, S.A. 582,194 100.00% abertis Full consolidation Holding company PwC (Portugal) Construction, maintenance and operation of abertis México Av. Parc Logístic, 12-20 Barcelona 3 100.00% abertis Full consolidation - toll motorway concessions Gestión Integral de Concesiones Administration and management of Av. Parc Logístic, 12-20 Barcelona 60 100.00% abertis Full consolidation PwC S.A.(gicsa) infrastructures Infraestructures Viàries de Catalunya, Construction, maintenance and operation of Av. Parc Logístic, 12-20 Barcelona 61 100.00% abertis Full consolidation PwC S.A. toll motorway concessions Autopistas de Puerto Rico y Compañía, Montellanos Sector Embalse San José 22,416 100.00% abertis Full consolidation Infrastructure operator PwC S.E. (apr) San Juan de Puerto Rico 00923 (Puerto Rico) Montellanos Sector Embalse San José Administration and management of Autopistas Corporation - 100.00% abertis Full consolidation - San Juan de Puerto Rico 00923 (Puerto Rico) infrastructures Inversora de Infraestructuras, S.L. Av. Parc Logístic, 12-20 Barcelona 395,040 57.70% abertis Full consolidation Holding company PwC (invin) Holding d’Infrastructures de Transport, 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 931,339 52.55% abertis Full consolidation Holding company PwC S.A.S abertis Americana Av. Parc Logístic, 12-20 Barcelona 3 100.00% abertis Full consolidation Dormant - Abertis USA Holding LLC 1737 H Street NW, Suite 200 Washington DC, 20006 - 100.00% abertis Full consolidation Dormant - (1) abertis shareholding: 100%. Direct 99.98%; indirect through Gicsa 0.02%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company. This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 76 AR CSR AA Shareholding Cost Company holding Consolidation method Activity Auditor (thousand Euros) % (*) the interest Company Registered office Telecommunications Abertis telecom, S.A. Av. Parc Logístic, 12-20 Barcelona 326,433 100.00% abertis Full consolidation Telecommunications services Other auditors Airports Development, construction, management Abertis Airports. S.A. Av. Parc Logístic, 12-20 Barcelona 34,704 100.00% abertis Full consolidation PwC and operation of airports Airport Concesion and Development tbi House, 72-104 Frank Lester Way, London Luton Airport, 711,746 90.00% abertis Full consolidation Holding company PwC Limited (ACDL) Luton, Bedfordshire, LU2 9NQ. United Kingdom Compañía de Desarrollo Aeropuerto Aeropuerto El Dorado, Muelle Internacional piso 2 Costados 45,751 85.00% abertis Full consolidation Airport construction and maintenance PwC Eldorado, S.A.(codad) Sur Bogotá D.C. Colombia Car parks Saba Aparcamientos, S.A. (saba) Av. Parc Logístic, 12-20 Barcelona 232,125 99.48% abertis Full consolidation Car park operations PwC Logistics Logistics development and technical Abertis Logística, S.A. Av. Parc Logístic, 12-20 Barcelona 111,993 100.00% abertis Full consolidation PwC assistance INDIRECT SHAREHOLDINGS Through Autopistas. C.E.S.A. Acesa Italia, S.R.L. Via delle Quatro Fontane, 15. Roma (Italy) 194,291 100.00% acesa Full consolidation Holding company PwC Autopistes de Catalunya, S.A. (aucat) Av. Parc Logístic, 12-20 Barcelona 162,352 100.00% acesa Full consolidation Toll motorway operator PwC Grupo Concesionario del Oeste, S.A. (gco) (2) Ruta Nacional nº7, km25,92 Ituzaingó (Argentina) 24,498 48.60% acesa Full consolidation Toll motorway operator PwC Through Iberpistas. C.E.S.A. Castellana de Autopistas, S.A.C.E. Pío Baroja, 6. Madrid 248,730 100.00% iberpistas Full consolidation Toll motorway operator PwC Autopistas de León, S.A.C.E. (aulesa) Villadangos del Páramo. Ctra. Santa María del Páramo. León 54,752 100.00% iberpistas Full consolidation Toll motorway operator PwC Autopistas Vasco-Aragonesa, C.E.S.A. (avasa) Barrio de Anuntzibai, s/n 48410 Orozco. Vizcaya 652,948 100.00% iberpistas Full consolidation Toll motorway operator PwC Through abertis Infraestructuras Chile Construction and operations of logistics abertis logística Chile El Golf 150, piso 6 Las Condes. Santiago (Chile) 10,404 100.00% abertis Chile Full consolidation PwC facilities Abertis Autopistas Chile Ltda. El Golf 150, piso 6 Las Condes. Santiago (Chile) 174,662 100.00% abertis Chile Full consolidation Holding company PwC abertis Chile / abertis Gestora de Autopistas, S.A. (gesa) El Golf 150, piso 6 Las Condes. Santiago (Chile) 1,406 100% (3) Full consolidation Toll motorway operator PwC autopistas Chile Sociedad Concesionaria del Elqui, S.A. abertis Chile / abertis El Golf 150, piso 6 Las Condes. Santiago (Chile) 125,415 100% (4) Full consolidation Toll motorway operator PwC (elqui) autopistas Chile (2) The shares of gco are listed on the Buenos Aires stock exchange. The average quotation for the last quarter of 2010 was Argentine Pesos 1.586. At the year end ,the quotation was Argentine Pesos 1.98. 57.6% of the voting rights are held. (3) Shareholding abertis: 100%. Indirect through abertis infraestructuras Chile 51.00% and abertis autopistas Chile 49.00%. (4) Shareholding abertis: 100%. Indirect through abertis infraestructuras Chile 25.00% and abertis autopistas Chile 75.00%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company. This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 77 AR CSR AA Shareholding Cost Company holding Consolidation method Activity Auditor (thousand Euros) % (*) the interest Company Registered office Through Inversora de Infraestructuras, S.L. Ladecon, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 53,282 57.70% Invin, S.L. Full consolidation Investment company PwC Inversiones Nocedal, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 81,127 57.70% Invin, S.L. Full consolidation Investment company PwC Through abertis autopistas de Chile abertis autopistas Road maintenance, conservation of Operadora del Pacífico, S.A. Km.17,900 Ruta 68, Pudahuel, Santiago 940 78.85% (5) Full consolidation PwC Chile / Invin, S.L. operations abertis autopistas rutas del pacífico Km.17,900 Ruta 68, Pudahuel, Santiago 156,967 78.85% (6) Full consolidation Toll motorway operator PwC Chile / Ladecon, S.A. abertis autopistas Development execution and administration Rutas II, S.A. Km. 17,900 Ruta 68, Pudahuel, Santiago 240 78.85% (6) Full consolidation PwC Chile / Ladecon, S.A. of all types of real estate projects Through Holding d’Infrastructures de Transport, S.A.S Holding sanef (Sociétes des Autoroutes du 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 4,443,678 52.55% d’Infrastructures de Full consolidation Toll motorway operator PwC/Other auditors Nord-Est de la France) Transport, S.A.S Holding HIT Finance BV Rokin 55, 1012 KK Amsterdam. Netherlands 2,000 52.55% d’Infrastructures de Full consolidation Holding company PwC Transport, S.A.S sapn (Société des autoroutes Paris- 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 599,909 52.53% sanef Full consolidation Toll motorway operator PwC Normandie) sanef d.o.o Savska 106 10000 Zagreb. Croatia. 3 52.55% sanef Full consolidation Engineering services PwC eurotoll 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 3,000 52.55% sanef Full consolidation Toll transaction processing PwC Building Cloushaugh Business & Technology Park Design and maintenance of toll operating bet eire flow 847 42.04% sanef Full consolidation PwC Dublin 17 Ireland infrastructures Slovtoll, s.r.o. Strakova, 1 811 01 Bratislava Slovakia 31 52.55% sanef Full consolidation Engineering services PwC Santoll, s.r.o. Strakova, 1 811 01 Bratislava Slovakia 11 52.55% sanef Full consolidation Toll transaction processing PwC sanef Tolling Priory Park, Bunkers Hill Abeford, Leeds LS25 3DF England - 36.79% sanef Full consolidation Toll transaction processing PwC sanef Concession 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 37 52.48% sanef Full consolidation Dormant PwC sanef aquitaine 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 500 52.55% sanef Full consolidation Toll motorway management and operations PwC sea14 Route de Sartrouville 78 Montesson France 37 52.53% sapn Full consolidation Toll motorway management and operations PwC Through abertis telecom Av. Parc Logístic, 12-20 Retevisión I, S.A. 175,864 100.00% abertis telecom Full consolidation Telecommunications infrastructure operator Other auditors 08040 Barcelona Av. Parc Logístic, 12-20 Tradia Telecom, S.A. 134,497 100.00% abertis telecom Full consolidation Telecommunications infrastructure operator Other auditors 08040 Barcelona (5) Shareholding abertis: 78.85%. Indirect through abertis autopistas Chile 50.00% and Invin, S.L. 28.85%. (6) Shareholding abertis: 78.85%. Indirect through abertis autopistas Chile 50.00% and Ladecon, S.A. 28.85%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company. This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 78 AR CSR AA Shareholding Cost Company holding Consolidation method Activity Auditor (thousand Euros) % (*) the interest Company Registered office Through ACDL TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Ltd 645,256 90.00% ACDL Full consolidation Holding company PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Finance Ltd - 90.00% TBI Ltd Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Airport Group International Holdings c/o Corporation Trust Center, 1209 Orange Street, Wilmington, - 90.00% TBI Ltd Full consolidation Dormant PwC LLC Delaware 19801, United States of America TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI International Airports Limited - 90.00% TBI Ltd Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Global Limited - 90.00% TBI Ltd Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Aviation Limited - 90.00% TBI Ltd Full consolidation Aircraft rental PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom c/o PricewaterhouseCoopers LLP, 24 Great King Street, TBI Financial Investments Limited 19 90.00% TBI Finance Ltd Full consolidation Financial services PwC Edinburgh TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI International TBI (US) Holdings Limited 42,321 90.00% Full consolidation Holding company PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Airports Limited TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI International TBI Airport Holdings Limited 320,525 90.00% Full consolidation Holding company PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Airports Limited TBI Airports Holding Stockholm Skavsta Flygplats AB Box 44, 611 22 Nyköping, Sweden 27,684 81.09% Full consolidation Airport management and operations PwC Limited TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Global ( Business Travel) Limited 58 90.00% TBI Global Limited Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom c/o Corporation Service Company, 2711 Centreville Road, Suite TBI (US) Holdings TBI US Operations Inc 119,194 90.00% Full consolidation Holding company PwC 400, Wilmington, Delaware, 19808, USA Limited Belfast International Airport Holdings TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Airport Holdings 84,108 90.00% Full consolidation Holding company PwC Limited Luton, Bedfordshire, LU2 9NQ. United Kingdom Limited TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Airport Holdings LLAG Investors (UK) Limited - 90.00% Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Limited TBI Airport Holdings TBI House, 72-104 Frank Lester Way, London Luton Airport, London Luton Airport Group Limited 163,862 90.00% (7) Limited / LLAG Full consolidation Holding company PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Investors UK TBI House, 72-104 Frank Lester Way, London Luton Airport, TBI Airport Holdings Cardiff International Airport Limited 44,611 90.00% Full consolidation Airport management and operations PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Limited c/o Corporation Service Company, 2711 Centreville Road, Suite TBI US Operations TBI Overseas Holdings Inc 106,375 90.00% Full consolidation Holding company PwC 400, Wilmington, Delaware, 19808, United States of America Inc 2 Red Cleveland Boulevard, Suite 210, Sanford, Florida, TBI US Operations Orlando Sanford International Inc 17,121 90.00% Full consolidation Airport management and operations PwC FL32773, United States of America Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware TBI US Operations TBI Real Estate Holdings LLC 2,354 90.00% Full consolidation Real estate PwC 19808, United States of America Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware TBI US Operations TBI Airport Management Inc 688 90.00% Full consolidation Airport management and operations PwC 19808, United States of America Inc (7) Shareholding abertis: 90.00%. Indirect through TBI Airport Holdings 64.26% and LLAG Investors UK Ltd 25.74%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company. This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 79 AR CSR AA Shareholding Cost Company holding Consolidation method Activity Auditor (thousand Euros) % (*) the interest Company Registered office 2711 Centreville Road, Suite 400, Wilmington, Delaware TBI US Operations Orlando Sanford Domestic Inc 1 90.00% Full consolidation Airport management and operations PwC 19808, United States of America Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware TBI US Operations TBI Cargo Inc - 90.00% Full consolidation Air shipping PwC 19808, United States of America Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware TBI US Operations SFB Fueling Holding (US) 2 90.00% Full consolidation Holding company PwC 19808, United States of America Inc Belfast International Belfast International Airport Limited Belfast International Airport, Aldergrove, BT29 4AB 38,954 90.00% Airport Holdings Full consolidation Airport management and operations PwC Limited Belfast International TBI House, 72-104 Frank Lester Way, London Luton Airport, Aldergrove Airports Limited - 90.00% Airport Holdings Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Limited Belfast International Aldergrove International Airports TBI House, 72-104 Frank Lester Way, London Luton Airport, - 90.00% Airport Holdings Full consolidation Dormant PwC Limited Luton, Bedfordshire, LU2 9NQ. United Kingdom Limited Belfast International Aldergrove Car Parks Limited Belfast International Airport, Aldergrove, BT29 4AB - 90.00% Airport Holdings Full consolidation Dormant PwC Limited London Luton London Luton Airport Operations TBI House, 72-104 Frank Lester Way, London Luton Airport, 6,127 90.00% Airport Group Full consolidation Airport management and operations PwC Limited Luton, Bedfordshire, LU2 9NQ. United Kingdom Limited TBI House, 72-104 Frank Lester Way, London Luton Airport, Cardiff International MB 121 Limited - 90.00% Full consolidation Dormant PwC Luton, Bedfordshire, LU2 9NQ. United Kingdom Airport Limited c/o Corporation Service Company, 2711 Centreville Road, Suite TBI Overseas TBI Overseas (UK) LLC 22,450 90.00% Full consolidation Technical consultancy services PwC 400, Wilmington, Delaware, 19808, USA Holdings Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware TBI Overseas TBI (US) Inc 15,521 90.00% Full consolidation Holding company PwC 19808, USA Holdings Inc c/o Corporation Service Company, 2711 Centreville Road, Suite TBI Overseas (Bolivia) LLC 15,521 90.00% TBI (US) LLC Full consolidation Holding company PwC 400, Wilmington, Delaware, 19808, USA TBI Overseas Servicios de Airports Bolivianos, S.A. Santa Cruz de la Sierra, Santa Cruz, Bolivia 2,845 90.00% Full consolidation Airport management and operations PwC (Bolivia) LLC Through abertis Airports Desarrollo de Concesiones Avda. Parc Logistic 12-20 231,826 100.00% abertis airports Full consolidation Airport management and operations PwC Aeroportuarias, S.L. Barcelona 08040 Sangster Internacional Airport MBJ Airports , Ltd 25,308 74.50% dca Full consolidation Airport management and operations PwC 00000 Montego Bay- Jamaica Through saba Saba Portugal Parque de Guedes de Azevedo, 148-180. Porto (Portugal) 36,767 99.48% saba Full consolidation Car park operations PwC Estacionamiento, S.A. Saba Italia, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) 99,926 99.48% saba Full consolidation Car park operations PwC Saba Estacionamientos de Chile, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 22,000 99.48% saba Full consolidation Car park operations PwC Saba Inmobiliaria de Aparcamientos, S.L. Avda. Parc Logístic, 12-20. Barcelona 200 99.48% saba Full consolidation Car park operations PwC (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 80 AR CSR AA Shareholding Cost Company holding Consolidation method Activity Auditor (thousand Euros) % (*) the interest Company Registered office Concesionaria Plaza de la Ciudadanía, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 4,985 99.48% saba Full consolidation Car park operations PwC Rua da Consolaçao, 3º andar, sala 20ª, centro 01301 903 – Saba Estacionamientos do Brasil, Ltda - 99.47% saba Full consolidation Car park operations PwC Sao Paulo Saba Aparcament de Santa Caterina Avda. Parc Logístic, 12-20. Barcelona 31 99.48% saba Full consolidation Car park operations PwC Societat d’aparcaments de Terrassa, Plaça Vella, subsuelo. Terrassa 4,051 87.58% saba Full consolidation Car park operations PwC S.A. (satsa) Societat Pirenaica d’Aparcaments, S.A. Pau Casals, 7. Escaldes-Engordany (Principat d’Andorra) 100 59.69% saba Full consolidation Car park operations Other auditors (spasa) Liz Estacionamientos Guedes de Azevedo, 148-180. Porto (Portugal) 2,609 99.48% saba Portugal Full consolidation Car park operations PwC Park Maggiore, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) 1,050 69.63% saba Italia Full consolidation Car park operations PwC Parcheggi Largo Bellini Srl Via delle Quatro Fontane, 15. Roma (Italy) 400 79.58% saba Italia Full consolidation Car park operations Other auditors Parcheggi Pisa Via delle Quatro Fontane, 15. Roma (Italy) 413 79.58% saba Italia Full consolidation Car park operations PwC SIPA Vía M. Fanti, 2/b Peruggia (Italy) 13,261 71.39% saba Italia Full consolidation Car park operations PwC Saba Estaciona- Saba Park Chile, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 14,999 99.36% Full consolidation Car park operations PwC mientos de Chile, S.A. Saba Estaciona- Concesionaria Subterra El Golf 150, piso 6 Las Condes. Santiago (Chile) 3,559 99.48% Full consolidation Car park operations PwC mientos de Chile, S.A. Saba Estaciona- Concesionaria Subterra Dos El Golf 150, piso 6 Las Condes. Santiago (Chile) 1,389 99.48% Full consolidation Car park operations PwC mientos de Chile, S.A. Concesionaria Estacionamientos Paseo El Golf 150, piso 6 Las Condes. Santiago (Chile) 278 99.36% saba Park Chile Full consolidation Car park operations PwC Bulnes, S.A. Sanef Saba Parking France 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 188 76.02% (8) saba / sanef Full consolidation Car park operations PwC Through abertis logística Construction and operations of logistics Sevisur Logística, S.A. Carretera de la esclusa 15 Sevilla 12,130 60.00% abertis logística Full consolidation PwC facilities Management and operations of logistics Consorcio de Plataformas Logísticas, S.A. Avda. Parc Logístic, 12-20. Barcelona 41,482 64.50% abertis logística Full consolidation PwC facilities abertis logística / Management and operations de logistics abertis sanef logistique 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 38 76.28% (9) Full consolidation - sanef platforms Construction and operations of logistics Consorcio de Parcs Logístics, Penedés S.A. Avda. Parc Logístic, 12-20. Barcelona 3 100.00% abertis logística Full consolidation - facilities Eurocentre 20 avenue Saint Guillan 31620 Castelnau Consorcio de Plataformas Construction and operations of logistics Consorcio de Parcs Logístics, Toulousse 500 64.50% Full consolidation - d’Estretefonds Logísticas, S.A. facilities Through Abertis Portugal SGPS Rua General Norton de Matos 21-A Arquiparque Algés Oeiras Abertis Portugal Construction and operations of logistics Abertis Logística Portugal, S.A. 49,177 100.00% Full consolidation PwC (Portugal) SGPS facilities (8) Shareholding abertis: 76.02%. Indirect through saba 49.74% and sanef 26.28%. (9) Shareholding abertis: 76.28%. Indirect through abertis Logística 50.00% and sanef 26.28%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 81 AR CSR AA APPENDIX II. Multi-group companies in consolidation scope Shareholding Coste(thousand Company holding Company Registered office Euros) % (*) the interest Consolidation method Activity Auditor Through Iberpistas S.A.C.E. Autopista Trados-45, S.A. (TRADOS-45) Ctra. M-203 P.K. 0,280. Madrid 45,456 50.00% iberpistas Proportional consolidation Toll motorway operator PwC Through abertis autopistas España Areamed 2000, S.A. Avda. Diagonal, 579-587 5ª planta 5,342 50.00% abertis autopistas Proportional consolidation Service area operations Other auditors 08014 Barcelona España Through Inversora de Infraestructuras Autopista Central San José N° 1145, San Bernardo, 75,251 28.85% (10) Invin, S.L. / Proportional consolidation Toll motorway operator Other auditors Santiago Inversiones Nocedal Through abertis telecom Servicios Audiovisuales Overon, S.L. (overon) Avda. Parc Logístic, 12-20. Barcelona 22,598 51.00% abertis telecom Proportional consolidation Telecommunications services y Other auditors audiovisual Hispasat, S.A. c/ Globelas, 41 Madrid 323,367 42.06% (11) abertis telecom / Proportional consolidation Satellite operator Other auditors Eutelsat adesal Telecom Ausias March 20, Valencia 3,297 51.10% tradia Telecom Proportional consolidation Construction and operations of tele- Other auditors communications infrastructures Hispasat Brasil Ltda Praia do Flamengo, 200. Río de Janeiro 42,356 42.06% Hispasat, S.A. Proportional consolidation Satellite telecommunications Other auditors - Brazil Hispasat Canarias, S.L.U. Tomas Miller 47-49, Las Palmas de Gran Canaria 102,003 42.06% Hispasat, S.A. Proportional consolidation Satellite telecommunications Other auditors Hispasat México, S.L.U. Agustín Manuel Chávez 1-001; Centro de 2 20.61% Hispasat Proportional consolidation Satellite telecommunications operator Other auditors Ciudad Santa Fe Hispamar Satelites, S.A. Praia do Flamengo, 200. Río de Janeiro 46,925 34.05% (12) Hispasat Brasil Ltda. / Proportional consolidation Commercialisation of satellite capacity Other auditors - Brazil Hispasat, S.A. Hispamar Exterior, S.L.U. Gobelas, 41 Madrid 2,267 34.05% Hispamar Satélites Proportional consolidation Commercialisation of satellite capacity Other auditors Through saba Saba Aparcamientos de Levante, S.L. Avda. Parc Logístic, 12-20. Barcelona 3,929 49.74% saba Proportional consolidation Car park operations PwC Through abertis logísitica Parc Logístic de la Zona Franca, S.A. (PLZF) Av. del Parc Logístic, 12-10. Barcelona. 11,871 50.00% abertis logística Proportional consolidation Development and operations Other auditors of logistics facilities Araba Logística, S.A. (ARASUR) C/. Zabalgana, 1 -1º oficina 2 01015 20,670 43.98% abertis logística Proportional consolidation Development and operations PwC Vitoria of logistics facilities Centro Intermodal de Logística, S.A. (CILSA) Av. Ports d’Europa, 100 Barcelona 56,188 28.38% Consorcio de Plata- Proportional consolidation Development and operations Other auditors formas Logísticas, S.A. of logistics facilities (10) Indirect shareholding of abertis: 28.85 %. Indirect through Invin, S.L. 14.43% and Inversiones Nocedal, S.A. 14.43%. (11) Indirect shareholding of abertis: 42.06 %. Indirect through abertis telecom 33.38% and Eutelsat 8.68%. (12) Indirect shareholding of abertis: 34.05%. Indirect through Hispasat Brasil Ltda. 32.40% and Hispasat S.A. 1.65%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non- Euro currencies at the year end exchange rate.
  • 82 AR CSR AA APPENDIX III. Associates in consolidation scope Shareholding Cost (Thousand Company holding Consolidation Company Registered office Euros) % (*) Assets Liabilities Income Profit (loss) the interest method Activity Auditor DIRECT SHAREHOLDINGS Concesionaria Vial de los Andes, S.A. Avenida Calle 26 nº 59-41.Piso 9 (Edificio Other 18,563 40.00% 270,785 237,544 89,090 50,624 abertis Equity method Infrastructure operator (COVIANDES) CCI) Santafé de Bogotá (Colombia) auditors Avenida Calle 26 nº 59-41.Piso 9 (Edificio Other Coninvial 8 40.00% 4,407 1,695 12,863 2,693 abertis Equity method Construction CCI) Santafé de Bogotá (Colombia) auditors Pt Operational Services Limited Yorkcor Park, 86 Watermeger street, Pretoria. Operations and Other - 33.30% 3,611 941 12,647 2,256 abertis Equity method (PTY) South Africa (South Africa) maintenance auditors Ruta Panamericana ; 2451 Boulogne PwC/Other Autopistas del Sol, S.A. (AUSOL) 147,548 31.59% 123,898 190,497 79,915 66,083 abertis Equity method Toll motorway operator (B1609JVF) Buenos Aires (Argentina) auditors INDIRECT SHAREHOLDINGS Through Autopistas C.E.S.A. Carretera de Vallvidrera a St. Cugat, km 5,3. Other Túnel del Cadí S.A.C. 26,235 37.21% 106,883 47,452 24,462 8,534 acesa Equity method Toll motorway operator Barcelona auditors Autopista Terrassa-Manresa, Concesionària de la Generalitat de Autopista C-16, km 41. Barcelona 49,612 23.72% 440,715 362,780 51,795 13,022 acesa Equity method Toll motorway operator PwC Catalunya, S.A. (AUTEMA) Through Aumar S.A.C.E. Construction, conservation and Other Ciralsa, S.A.C.E. Av. Maisonnave, 41. Alicante 12,542 25.00% 376,222 397,115 8,142 (21,565) aumar Equity method operations of toll auditors motorways Through Iberpistas S.A.C.E. Carretera M-50, Km. 67,5 Area de Servicio la Other Alazor Inversiones, S.A. 78,859 35.12% 860,558 1,108,247 24,064 (9,338) iberpistas Equity method Holding company Atalaya Villaviciosa de Odón (Madrid) auditors Infrastructure Infraestructuras y Radiales, S.A. Ctra. M100 Alcalá de Henares a Daganzo Km Other 34,526 30.0% (13) 535,739 582,170 - (14,457) iberpistas / avasa Equity method administration and (IRASA) 6,3 28806 Alcala de Henares auditors management Toll motorway Other M-45 Conservación, S.A. Ctra. M-203 P.K. 0,280. Madrid 553 25.00% 867 314 1,661 - Trados-45 Equity method conservation and auditors management Carretera M-50, Km. 67,5 Area de Servicio la Other Accesos de Madrid, C.E.S.A. 223,605 35.12% 1,066,501 1,108,279 21,596 (36,949) Alazor Inversiones Equity method Toll motorway operator Atalaya Villaviciosa de Odón (Madrid) auditors Autopista del Henares, S.A.C.E. Ctra. M100 Alcalá de Henares a Daganzo Km Infraestructuras y Other 426,550 30.00% 303,783 49,890 23,531 (26,756) Equity method Toll motorway operator (HENARSA) 6,3 28806 Alcala de Henares Radiales auditors (13) Indirect shareholding of abertis: 30%. Indirect through iberpistas, S.A.C.E. 15% and Avasa 15%. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 83 AR CSR AA Shareholding Cost (Thousand Company holding Consolidation Company Registered office Euros) % (*) Assets Liabilities Income Profit (loss) the interest method Activity Auditor Infrastructure Enredosa Infraestructuras,S.A. Ctra. M100 Alcalá de Henares a Daganzo Km Infraestructuras y Other 61 30.00% 43 - - (3) Equity method administration and (ERREDOSA) 6,3 28806 Alcala de Henares Radiales auditors management Through Abertis Motorways Uk Ltd. Abertis The Old Brew House, 130 High Street Old Road Management Group (RMG) 13,600 33.33% 283,275 266,025 46,142 (1,101) Motorways Uk Equity method Toll motorway operator PwC Working Surrey, GU22 9JN England Limited Through Holding d’Infrastructures de Transport, S.A.S Other A`lienor 40, rue de Liége 64000 Pau- France 66,507 18.39% 1,208,796 928,493 1,690 (915) sanef Equity method Toll motorway operator auditors 35, rue des Chanteriers 78000 Versailles. Other Alis 2,258 10.34% (14) 931,512 704,070 50,516 (20,850) sanef / sapn Equity method Toll motorway operator France auditors Road transport 11, avenue du Centre 78280 Guyancourt. Other Routalis SAS 12 15.76% 3,617 3,013 9,469 560 sapn Equity method infrastructures France auditors management Through abertis telecom Construction and operations of Other Torre de Collserola, S.A. Ctra. de Vallvidrera al Tibidabo, s/n. Barcelona 2,439 41.75% 19,239 12,978 4,328 20 retevisión Equity method telecommunications auditors infrastructure C/ Uruguay, parcela 13R, nave 6, Parque Telecommunications Consorcio de Telecommunications Otro Empresarial Magalia, Polígono Industrial 250 25.00% 3,916 1,372 2,406 288 tradia Equity method concession operator avanzadas, S.A. (COTA) auditores Oeste services Telecommunications Otro Eutelsat (15) Communications, S.A. c/ Balard nº 70, PARIS 1,077,136 31.35% 4,717,033 3,204,728 1,115,038 311,784 abertis telecom Equity method satellite operator auditores Commercialisation Hisdesat Servicios Estratégicos Paseo de la Castellana, 143 - Madrid 46,512 18.09% 365,679 209,094 58,206 21,732 Hispasat Equity method of space systems for PwC government Galileo Sistemas y Servicios IsACc Newton, 1 - Madrid - 6.01% 1,296 361 2,820 (9) Hispasat Equity method Satellite capacity - Through saba Las Mercedes Sociedad Las Mercedes, s/n. Las Arenas-Getxo. Vizcaya 539 33.16% 6,294 5,939 474 (25) saba Equity method Car park operations PwC Concesionaria, S.L. Port Mobility Loc. Prato del Turco Civitavecchia (Italy) 119 9.95% 5,620 4,454 6,859 32 saba Italia Equity method Car park operations - (14) Indirect shareholding of abertis: 10.34%. Indirect through sanef 6.13% and sapn 4.21%. (15) The shares of Eutelsat, S.A. are listed on the Paris stock exchange. The average quotations for the last quarter of 2009 was Euros 27.172. At the year end the quotation was Euros 27.39. (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 84 AR CSR AA Shareholding Cost (Thousand Company holding Consolidation Company Registered office Euros) % (*) Assets Liabilities Income Profit (loss) the interest method Activity Auditor Other Parcheggi Modena Vía Carlo Pisacane, 2 Carpi (Italy) 333 13.25% 6,473 3,378 1,813 582 saba Italia Equity method Car park operations auditors Bologna & Fiera Scarl Via Maserati 16. Bologna (Italy) 1,938 12.43% 65,884 53,715 2,859 (1,151) saba Italia Equity method Car park operations - Other Parcheggio Porta Trento, S.r.l. Via delle Quatro Fontane, 15 Roma (Italy) 38 19.90% 557 (407) - (22) saba Italia Equity method Car park operations auditors Other Semplicitá SpA Corso Vannucci 10 Perugia (Italy) 38 9.00% 1,346 1,119 993 4 sipa Equity method Communications auditors Other Metro Perugia Scarl Plan di Massiano Perugia (Italy) 180 14.42% 25,181 24,463 756 (42) sipa Equity method Transport auditors Through ACDL 2711 Centreville Road, Suite 400, Wilmington, SFB Fueling SFB Fueling (US) 564 45.00% 1,255 688 12,203 135 Equity method Purchase-sale of fuel PwC Delaware 19808, USA Holding (US) Through abertis airports Aeropuerto Internacional Alfonso Bonilla Airport management Other Aerocali, S.A. 1,679 33.33% 11,990 5,808 21,062 3,005 dca Equity method Aragón Piso 3 Palmira - Valle COLOMBIA and operations auditors Airports Mexicanos del Pacífico Avda. Mariano Otero 1249 Ala B Piso 7 Torre Other 83,813 33.33% 281,852 20,603 3,635 12,211 dca Equity method Holding company SA de CV Pacífico, 44530 Guadalajara MEXICO auditors Grupo Aeroportuario Pacífico, S.A.B. Avda. Mariano Otero 1249 Ala B Piso 7 Torre Airport management Other 166,996 5.80% 1,741,993 135,178 202,194 75,848 AMP Equity method de C.V. Pacífico, 44530 Guadalajara MEXICO and operations auditors Avda. Mariano Otero 1249 Ala B Piso 7 Torre Other Impulso Aeroportuariop. 3 33.30% 42,602 36,521 - 4,183 AMP Equity method Holding company Pacífico, 44530 Guadalajara MEXICO auditors (*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.
  • 85 AR CSR AA ABERTIS INFRAESTRUCTURAS, S.A. •In the airport sector abertis airports has maintained the policy of ongoing improvement of AND SUBSIDIARY COMPANIES the facilities in areas such as the optimization of security measures and the expansion and improvement of commercial services for passengers. CONSOLIDATED MANAGEMENT REPORT FOR 2010 •In the car park sector, saba has continued to expand in Spain (with new car parks and/or 1. DISCLOSURES ON COMPLIANCE WITH THE PROVISIONS OF ARTICLE 262 OF THE CORPORATE spaces, amongst others, in Palma de Mallorca and Pamplona) and in Italy (new car parks in Pisa ENTERPRISES ACT and Genoa), consolidating the process of internationalization begun a few years ago, which has translated into a major presence in Italy, Portugal, Chile and France (still incipient, in the latter The abertis Group provides its services in the area of infrastructure management serving mobility and case). communications. It operates in the sectors of motorways, telecommunication infrastructure, airports, car parks and logistics infrastructure. Furthermore, the sector is carrying out a series of actions aimed at strengthening sustainability and technological advances in order to improve the service to customers and care for the Significant events environment. Thus, in 2010 a total of 12 electric vehicle charge points have been installed in four of the main car parks managed in the city of Barcelona. In 2010 the Group has continued its activities in the framework along the major strategic lines for the last few years (growth, profitability, sustainability and services) opting for selective growth in the current •In the logistics infrastructure sector, as a result of the current economic situation, levels of economic environment. The main events of note this year have been as follows: occupancy have fallen. Also, at the end of 2010 the Santiago de Chile logistics facilities began operating at high occupancy levels. • In the toll motorway sector the group has continued to expand capacity, which in 2010 has basically involved the following: the completion of the third lane of the Maçanet-Fornells Activity and results stretch of the AP-7 Norte motorway; completion of the extension of the C-32 Palafolls-Tordera motorway (by acesa), completion of the third lane of the A13, on the 13 km stretch between As in 2009, although to a lesser extent, 2010 has also been influenced by the economic deceleration that Beuzeville and Pont L’Èvèque in the sapn network towards Paris-Caen, and the completion of has affected the activity of the different business units (especially in the toll motorway, airport, car park the construction of the ring road south of Reims and the A-65 motorway (through the A’lienor and logistics segments), although during the second half of the year there has been a moderation of the consortium) in France by the sanef group. declines, and, in some cases, such as the French and Chilean toll motorways, there has even been at the year end a considerable increased in activity, especially in the traffic of heavy vehicles. Furthermore, in January 2010 acesa reached an arrangement (the “Maresme Arrangement”) with the Government of Catalonia to carry out improvements on the C-32 motorway. The revenues from operations have increased by Euros 4,106 million, which is an increase of 5% on last year, impacted by the acquisition in June 2009 of the interest of Itínere in toll motorway operator On the other hand, the sanef group signed an arrangement (“Paquet Vert”) to increase the companies (mainly an additional 50% in avasa and rutas del pacífico and an additional 75% in elqui), concession period by 1 year) with the French government in order to implement a series of as well as non-recurrent works relating to the extension of the TDT coverage in the telecommunications additional improvements, mainly environmental, in its too motorway network. sector. In any case, the sector continues doing research and implementation of best practices to ensure quality, differentiated services are being given to customers and users in areas such as dynamic In motorways, which is still the main business in terms of contributions to consolidated income, the tolling, signage or roadworthiness that contribute considerably to improving the travel velocity average daily traffic flow (main indicator) for all the operators has decreased slightly by -0.4% to and safety. 22,869 vehicles, although this effect has been offset by the impact of the inclusion during the year of the acquisitions made in the second half of 2009 (Itínere assets”), and the positive evolution of the • In the telecommunications sector, abertis telecom completed the “analogical elimination” telecommunications and airports section, and to a lesser degree, car parks. process in April 2010, taking the lead in digital land television services (TDT) in Spain (continuing expansion of coverage established by the Government which at the 2010 year end exceeded 2009 expansion (acquisition of operator companies from Itínere effective 30 June 2009) has affected the 98% of the population) and the research and testing of Internet and television for mobile main aggregates of the income statement, fostering a positive trend in operating income and operating telephony and the provision of radio-communication services for public safety and emergency profit (the latter being favoured also by the improvement measures in efficiency and optimisation of networks, while continuing to receive television and radio broadcast licenses across Spain. operating costs that has been carried out since last year), with the latter reaching an increase of 6%.
  • 86 AR CSR AA The increase in financing expenses as a result mainly of the financing of the 2009 acquisitions and the of the Group takes into account the uncertainty of the financial markets and tries to minimise the issue of bonds in September 2009 of Euros 1,000 million at a fixed interest rate of 4.625% (floating until potentially adverse effects on global profitability of the Group as a whole basically through the setting of that time), has been mitigated by lower reference interest rates for most of the year at the end of 2009 financing and hedging policies depending in line with each business type. (mainly the Euribor) which has had a positive impact on Group borrowings at floating rates (16% of total borrowings at 31 December 2010). In practice this is continuing to translate into a health financial structure, with a high average debt maturity and a high percentage of debt at fixed rates or fixed rates that minimise to a great extent the Furthermore, the favourable evolution of the contribution of Eutelsat and Coviandes, both consolidated possible effect of tensions in the credit market. by equity accounting, has led to a great extent to the increase of this account against the 2009 year end. The major generation of cash flows of most of the main businesses of abertis allows it to maintain Please note also that there has also been a decrease in the corporate income tax rate in the United a financial balance that makes it possible to make new investments in improving the infrastructures Kingdom as from 2011 from 28% to 27% and other non-recurrent tax effects that have fostered a it manages and continue its policy of selective investments without requiring additional capital decrease in this tax expense in spite of the slight increase in tax profit. contributions from shareholders. Thus, consolidated net income for the year attributable to the equity holders has totalled Euros 662 The Group is also exposed to a greater or lesser extent to some business risks (customer demand, million, which represents an increase of +6% over last year. concession expiry, regulatory environment, competition, country risk, customer concentration, initial project launches) as well as operational risk (operations, technology, fraud and integrity). abertis As for the relative weight of the different business units on income, the toll motorway sector represents minimises its exposure to these risks through control systems (based on a combination of strategic 75% of the total income, telecommunication infrastructures 13%, airports 7%, car parks 4% and logistics and operational measures) and ongoing adaptation of its policies and procedures to the growing size, facilities around 1%, all of which are in line with the preceding year. complexity and geographic diversification of the Group. Please note that the very nature of a large number of its businesses (concessions under long-term contracts, clearly restricted scenarios and pre-set Balance Sheet conditions) constitute in itself a factor that minimises a large part of the business risks it faces. Total assets at 31 December 2010 have come to Euros 25,292 million, which represents an increase Shareholder return of 2% on last year. Of total assets, around 60% relates to PPE and other intangible assets (basically concessions) in line with the nature of the Group’s businesses relating to infrastructure management. As in prior years, abertis has maintained its policy of shareholder return that combines the dividend pay This percentage is in line with last year. out with a bonus share issue of one share for every 20 shares held. Total Group investment in 2010 has exceeded Euros 750 million, relating mostly to expansion (75% of In April 2010 the General Meeting of Shareholders agreed to a bonus share issue (in June), and in October the total), fundamentally in increasing motorway capacity. 2010 an interim dividend was paid of Euros 0.30 per share, as was the case last year. Consolidated net equity has totalled Euros 5,453 million, 2.2% higher than last year, basically due to the The Board of Directors of abertis adopted a resolution to propose to the General Meeting of Shareholders net income not distributed for the year and the positive impact of the translation differences generated the distribution of a final dividend of Euros 0.30 gross per share against 2010 net income. during the year, offsetting the decrease in the valuation of financial assets that must be marked to market (Euros -257 million) and the impact of the final dividend for 2009. The total maximum dividend to be charged to the income statement for 2010 will total Euros 443.3 million, taking into account the interim dividend already distributed, and represents an increase of 5% on Gross borrowings at 31 December 2010 (Euros 15,134 million, excluding payables with companies the dividend distributed and charged against results in the prior year. consolidated by equity accounting and interest on loans and bonds) make up 60% of liabilities and net equity, which is in line with the 2009 year end. Furthermore, following the policy of minimising exposure Outlook to financial risk, at the 2010 year end, a major part of the debt (84%) accrued a fixed interest rate or a fixed rate through hedges (percentage that has not varied against 2009). For next year a recovery is expected in the activity of toll motorways (consolidating the increases of 2010 in French and Chilean toll motorways) and an increase in rates resulting from the increase in inflation at Because of the nature of its investment activity, abertis is exposed to different financial risks: exchange the end of 2010. rate risk, credit risk, liquidity risk and cash flow interest rate risk. The overall risk management program
  • 87 AR CSR AA Furthermore, a general increase is expected in activity in the other sectors, although the telecommunications 2. DISCLOSURES ON COMPLIANCE WITH THE PROVISIONS OF ARTICLE 116 B OF THE SPANISH segment will be penalised by the impact during the year of the “analogicial elimination” (in 2010 effective SECURITIES EXCHANGE ACT as from April). In any case, it is estimated that the positive evolution of the different businesses and the impact of the cost optimisation process that is being carried out by the Group in the last few years, will a) The capital structure, including securities that are not traded on a regulated EU market, allow for growth in revenues, gross operating profit and net income attributable to the equity holders of indicating, as the case may be the different classes of shares and for each class of shares, the rights the company. and obligations they confer and the percentage of the share capital they represent. Although the uncertainty of the current economic environment (general level of indebtedness, sources The share capital of Abertis Infraestructuras, S.A. at 31 December 2010 totals Euros 2,217,113,349 and costs of financing and a lack of investment opportunities), there has been a certain slowdown in divided into 739,037,783 fully subscribed and paid ordinary shares, belonging to a single class and series, the growth and diversification process, and we cannot rule out the analysis of investment opportunities with a par value of Euros 3 each. provided that they meet the strict requirements of security and profitability requirements of abertis for its investments. The balance of all investments, both in terms of maturity and profitability and geographic and sectorial diversification, and maintaining or improving the position of the different business units, b) Restrictions on the transfer of shares must contribute to a sustained positive contribution from all the units in order to continue our shareholder return policy. Article 6 of the articles of association stipulates that the shares are represented by accounting entries. The shares can be transferred by any means recognised by law, depending on their nature and in accordance On the other hand, there is little perspective for the positive evolution of interest rates, and, accordingly, with legislation governing the transfer of securities represented by accounting entries. the Group’s hedging policy will become increasingly important. It is not expected that new risks or uncertainties will arise beyond those inherent in the business that c) Significant direct or indirect shareholdings have been discussed above. In any case, the Group will continue making a major effort to optimise management and improvements in efficiency in relation to a greater control of costs and investments, According to the information received by the company, the significant shareholdings in the share capital bearing in mind the current situation and economic outlook for 2011. of abertis greater than or equal to 3% of its share capital or voting rights at 31 December 2010 are as follows: Treasury shares Under the authorisation approved by the Shareholders’ Meeting, at the year end the Company holds Number of Registered name of the Number of indirect % of total 14,551,098 treasury shares (1.97% of share capital). It is the company’s intention to use these shares direct shareholder voting rights (*) voting rights to cover the various share-based payment schemes approved by the shareholders for executives and voting rights employees as well as the placing a part of this packet of shares on the market, market conditions permitting. Caja de Ahorros y Pensiones de Barcelona “la Caixa” 3,692,977 210,455,711 28.977 Other matters Share arranged through It is Group policy to pay maximum attention to environmental protection and conservation, and Trebol Holding, S.a.r.L. / each investee company adopts the measures necessary to minimise the environmental impact of the ACS, Actividades de Construcciones y infrastructures that they manage in order that they blend in as much as possible with their surroundings. Servicios, S.A. (1) - 25.832 190,909,187 Subsequent events There have been no post-balance sheet events in addition to those mentioned in Note 29 to the consolidated annual accounts.
  • 88 AR CSR AA (*) Through: d) Restrictions on voting rights Caja de Ahorros y Pensiones de Barcelona “La Caixa”: Article 13 of the Articles of Association stipulates that: Registered name of the Number of direct % of total “Shareholders can attend the General Meeting of Shareholders in person if they can accredit that they shareholder voting rights voting rights hold at least one thousand shares in their name five days prior to said meeting. Each share corresponds to one vote. To said purpose, the shareholders must attend the General Meeting bearing invitation expedited by the entities forming part of the Registration, Compensation and Liquidation Systems Management Criteria CaixaCorp, S.A. 149,431,166 20.220 Company (formerly the Securities Compensation and Liquidation Service), or by the company itself after accrediting ownership of the shares. Inversiones Autopistas, S.L. (2) 57,296,742 7.753 71 Vidacaixa, S.A. de Seguros y Reaseguros (2) 3,727,803 0.504 Every shareholder is entitled to designate any individual as his proxy, whether they latter are shareholders or not. Those holding fewer shares than the number required to attend the annual general meetings shall Acción concertada Trebol Holdings, S.a.r.L. / ACS, Actividades de Construction and services, be entitled to representation by one of them if by grouping together they can combine said number of S.A: shares. The proxy must be accredited in any case by means of special reliable documents for each annual general meeting.” Registered name of the Number of direct % of total shareholder voting rights voting rights e) Side arrangements The company is aware of an investment arrangement between shareholders dated 10 August 2010 Trebol International B.V. 114,935,123 15.552 signed by Trebol Holdings, S.a.r.l. and ACS, Actividades de Construcción y Servicios, S.A. in order to take Admirabilia, S.L. 75,974,064 10.280 a significant stake in abertis. The joint shareholding of 25.832% of the share capital of abertis has been arranged through a joint share held by Trebol International BV (99% owned by Trebol Holdings, (1) The joint share is arranged through an Investment and Shareholders’ Agreement that Trebol Holdings, S.a.r.L. and ACS S.a.r.L. and 1% owned by the ACS Group) and Admirabilia, S.L. (99% owned by the ACS Group and 1% Actividades de Construcción y Servicios, S.A. entered into on 10 August 2010, in order mainly to take a significant but owned by Trebol Holdings, S.a.r.L.). The voting rights of both companies breakdown as follows: 60% are minority stake in abertis through the companies Trebol International BV (99% owned by Trebol Holdings, S.a.r.L. and 1% held by Trebol Holdings, S.a.r.L. and the remaining 40% are held by the ACS Group. However, there are owned by the ACS Group) and Admirabilia, S.L. (99% owned by the ACS Group and 1% owned by Trebol Holdings, S.a.r.L). certain restricted areas for which certain resolutions require a qualified majority in order to ensure the Trebol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS, Actividades de Construcción y Servicios, arrangement of both shareholders. S.A. holds the remaining 40%. However, there are certain restricted areas for which certain resolutions require a qualified majority in order to ensure the agreement of both shareholders. Trebol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or Trebol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment collective investment institutions (limited partnerships). (Relevant matters published on 11 August and institutions (Limited Partnerships), without any company controlling it. CVC Capital Partners does not have the power to 1 September 2010). exercise voting rights. (2) Companies owned by Criteria CaixaCorp, S.A. f) Regulations on the appointment and replacement of members of the governing bodies and modifications to the articles of association. I.- The standards applicable to the appointment of directors and their substitution are regulated by article 20 of the Articles of Association, as well as articles 5, 6, 16, 17, 18 and 19 of the Regulations of the Board of Directors, which stipulate:
  • 89 AR CSR AA Article 20 of the Articles of Association of Abertis stipulates that: Article 16 of the Regulations of the Board of Directors stipulates that: “The Board of Directors will be made up of a number of members no fewer than six and no greater than “1.The members will be designated by the General Meeting of Shareholders or by the Board of Directors twenty-two. In order to be elected as an administrator one need not be a shareholder, except in the event in accordance with the provisions of the Spanish Public Limited Companies Act. of temporary appointment under the provisions of article 138 of the Spanish Public Limited Companies Act. The determination of the specific number of board members is the responsibility of the General The proposed appointments of members to be submitted by the Board of Directors for deliberation by Meeting of Shareholders. The election of the board members is subject to the provisions of article 137 the General Meeting of Shareholders and the appointment decisions adopted by this body by virtue of the Spanish Public Limited Companies Act and the regulations pursuant thereto. The references to of its co-opting powers legally attributed to it must be preceded by the respective proposal from the articles 138 and 137 of the Spanish Public Limited Companies Act are understood respectively to refer to Appointments and Remunerations Committee in respect of the independent board members and by a articles 244 and 243 of the Spanish Corporate Enterprises Act”. report in the case of the other members.” The references to the Spanish Public Limited Companies Act are understood to refer to the Spanish Corporate Enterprises Act”. Article 5 of the Regulations of the Board of Directors stipulates that: Article 17 of the Regulations of the Board of Directors stipulates that: “1. The Board of Directors, in undertaking its power to propose to the General Meeting of Shareholders and co-opt members to cover vacant seats, will ensure that in the composition of this body that the “The Board of Directors and the Appointments and Remunerations Committee, as part of their powers, external or non-executive members represent a broad majority vis-à-vis the executive members. will ensure that the candidates are of renowned prestige, competence and experience, and must be extremely careful in relation to those called to cover vacant seats as independent board members as per Thus, it is understood that the executive officers comprise the Chief Executive Officer and those who by Article 5 of these Regulations and under the applicable standards of good governance.” virtue of any other office undertake management responsibilities within the Company. Article 18 of the Regulations of the Board of Directors stipulates that: 2. The Board will likewise ensure that within the majority group of external board members there are Board Members or those representing the interests of the significant stable equity holders (significant “1. The board members will exercise their office for the period of time set down in the Articles of shareholders) as well as persons of recognized prestige that are not related to the team or the significant Association and have the right to be re-elected. shareholders of the Company (independent board members). 2. The members co-opted onto the board will exercise their office until the date of the first General 3. In order to establish a reasonable balance between the board members appointed by significant Meeting of Shareholders. shareholders and independent board members, the Board will take into account the ownership structure of the Company, the importance in absolute and relative terms of the significant shareholders, and also When, subject to a report from the Audit and Control Committee, the Board of Directors believes that the the degree of permanence, commitment and strategic bond with the Company of the significant equity interests of the Company are at risk, any member who has completed his mandate shall not be entitled holders.” to render services to any other entity that has corporate purposes analogous to those of the Company and which is its competitor, in the opinion of the Board of Directors, for a period established by the latter Article 6 of the Regulations of the Board of Directors stipulates that: and which in no case shall be longer than two (2) years.” “1.The Board of Directors will be made up of the number of members determined by the General Meeting Article 19 of the Regulations of the Board of Directors stipulates that: of Shareholders within the limits established by the Articles of Association of the Company. “1. The members will be removed from their office when the period for which they were appointed has The Board will propose to the General Meeting of Shareholders the number (between 15 and 21), which, expired or whenever the General Meeting of Shareholders decides to do so in accordance with the powers depending on the changing circumstances of the Company, is most suitable to assuring appropriate legally or statutorily conferred upon it. representation and effective functioning of this body.” 2. The board members must tender their resignation to the Board of Directors and formalise, if required by the latter, their respective resignation in the following cases:
  • 90 AR CSR AA a) When they are removed from their executive offices to which they were appointed as members. In the a) To appointment, from amongst its members, a Chairman and one or several Vice-Chairmen. It shall also case of independent members, after they have been twelve (12) years in this office. appoint a Secretary who may or may not be a member. And it shall also appoint a non-Member Vice- Secretary who will substitute the Secretary in the latter’s absence. b) Whenever they are involved in any situations constituting grounds of conflict of interest or that are legally prohibited. b) To convene the ordinary and extraordinary general meetings of shareholders, how and when necessary, in accordance with current legislation or the articles of association in force, draft the agenda and formulate c) Whenever they are indicted for an alleged crime or subject to disciplinary proceedings for a serious or the necessary proposals in accordance with the nature of the general meeting that has been convened. very serious infringement being heard by the supervisory authorities. c) To represent the company in all matters involving all administrative, legal, civil, corporate and criminal d) When their presence on the Board could put the interests of the Company in jeopardy and when the proceedings, before any government administration or any type of public corporation, as well as in any reasons for which they were appointed no longer exist. It will be understood that this latter circumstance jurisdiction (ordinary, administrative, special, labour, etc.) and in any instance, and exercise all type of occurs in relation to a board member appointed by significant shareholders when the entire shareholding actions upon which it is incumbent in order to defend its rights, in and out of court, conferring and has been sold of which he is the shareholder or representative and also when the reduction of his granting the necessary powers to solicitors and appointing lawyers to represent and defend the company shareholding requires the reduction of board members appointed by significant shareholders. before said courts and bodies. “3. The executive officers must tender their resignation to the Board once they turn seventy years old d) To manage and administrate corporate business, attend to the management of the same in a constant and the latter must decide whether they can continue to exercise their executive or proxy functions or manner. To this purpose, it shall establish the regulations of governance and the administrative regime simply remain members.” and operations of the company, and organise and regulate its technical and administrative services. II. As for the modification of the articles of association, the applicable standards are regulated, e) To execute and conclude all types of contracts in relation to all types of assets or rights, through notwithstanding the provisions of article 194 of the Spanish Corporate Enterprises Act (article 103 under clauses and conditions it deems appropriate and constitute and cancel mortgages and other liens or the former Spanish Limited Companies Act), by article 22 of the Articles of Association and article 4 of rights on the company’s assets, as well as waive, with or without payment, all types of privileges and the Regulations of the Board of Directors stipulating that: rights. It shall also be entitled to decide upon the participation of the company in other companies or associations and the respective forms in which this may take place, either integration, association, “In order to adopt resolutions the absolute majority of the attending, present or proxy, members, at collaboration or participation. the meetings will be required, except a) in regards to the permanent conferral of a power by the Board of Directors upon the Executive Committee or the Chief Executive Officer and the appointment of the f) To manage the firm and act in the name of the company in all types of banking operations, opening administrators to occupy said offices, in which case a two thirds majority of the members of the Board and closing current accounts, drawing on them, intervening in bills of exchange as drawer, as the is required, and b) in respect of the following matters, in which more than two thirds of the members accepting office, guarantor, endorser, endorsee or holder of the same; to open credit facilities with or present or present by proxy is required: without guarantee, and cancel them; to transfer funds, incomes, credit facilities or securities, using any procedures for the transfer or movement of money; adopting balances of settled accounts, constituting (i) Proposals for the transformation, merger, demerger or winding up of the company, the global and withdrawing deposits or guarantee deposits, compensating accounts, formalising changes, etc. both assignment of its assets and liabilities, the contribution of a branch of activity, a change in the corporate with the Bank of Spain and official banks, and with private banks and any other bodies of the government purposes, an increase or decrease of share capital. …” administration. g) The powers of the members of the Board of Directors and, in particular, those relating to the g) To appoint, assign and dismiss all company personnel, and determine their salaries and bonuses. possibility of issuing or repurchasing shares. h) To appoint from the board an Executive Committee and one or several Chief Executive Offices and I.- The Board of Directors, in accordance with the provisions of article 23 of the Articles of Association, confer upon them, in accordance with the law, the powers it deems appropriate and regulate their has the following powers: operations. It shall also be able to confer powers on any person.
  • 91 AR CSR AA i) To regulate its own functioning in all matters that are not especially legislated by law or governed by The company has not entered into arrangements that have come into force, are modified or will the articles of association. terminate in the event of an initial public offering. The powers set out above are merely for illustrative purposes and do not constitute the full list of the i) The arrangements between the company and its administrative and administrative officers or same, and it is understood that the Board has all those powers that are not expressly restricted to the employees that establish indemnities when the latter resign or are unlawfully dismissed or if General Meeting of Shareholders by law or under the articles of association.” the labour relationship terminates as the result of a public offering. II.- The Chief Executive Officers have all the powers of the Board delegated upon them, except those Except for four General Managers, the Company does not have any arrangements other than which under law or the articles of association cannot be delegated, and no other member of the Board is those established in the Labour Act or in the Top Management Decree 1382/1985 that establish delegated with powers, notwithstanding the delegation of powers upon the Executive Committee. indemnities when said employees resign or are unlawfully dismissed or if the labour relationship has terminated as a result of a public offering. III.- By virtue of the resolution of the General Meeting of Shareholders of 27 April 2010,the Board is empowered to increase capital once or several times, under the terms and conditions of article 297 of In respect of the General Managers mentioned above, in order to encourage loyalty to and the Spanish Corporate Enterprises Act (article 153 under the former Spanish Limited Companies Act), up permanence in the Company, indemnities have been recognised in their favour for amounts greater to a limit of Euros 1,108,556,674 and within a period that will expire on 27 April 2015. than those that would be the result of the application of the aforementioned legislation in the cases of, amongst others, unlawful dismissal, change of control or retirement. IV.- Also by virtue of a resolution of the General Meeting of Shareholders of 27 April 2010, the Board is authorised to undertake the derivative acquisition of treasury shares up to a maximum of 10% of share Additionally, the Company has generally established the inclusion in the contracts with its executives capital, under the conditions set down in the aforementioned resolution and the requirements in force of indemnity clauses that comprise between one and two annual pays depending on the degree of under the Spanish Corporate Enterprises Act. responsibility. Express mention is made that this authorisation can be used to give company shares to directors, executives and employees of the company and/or other companies in the abertis Group, as a result 3. ANNUAL CORPORATE GOVERNANCE REPORT of the implementation of the remuneration systems consisting in the payment of shares and/or share options. The 44-page Annual Corporate Governance Report and the Report on Functions and Activities of the Auditing and Control Committee is included further below, numbered from 92 to 136, both inclusive. The Board is empowered to delegate the exercising of this authorisation to the Chairman, Chief Executive Officer or any other Director, to the Secretary, Vice-Chairman of the Board, or any other person it expressly empowers for this purpose. V.- Also by virtue of a resolution of the General Meeting of Shareholders of 27 April 2010, the Board is empowered to reduce share capital in order to reduce treasury shares on its balance sheet, against profit or freely distributable reserves and in the amount which at any time is required or useful, up to the maximum number of treasury shares in existence at any time, under the terms and conditions set out by the resolution itself and the provisions of the Spanish Corporate Enterprises Act. h) The significant resolutions that have been adopted by the company and which come into force or are modified or will terminate in the event of the change in control of the company as a result of an initial public offering, and its effects, except when its disclosure seriously jeopardises the company. This exception shall not apply if the company is legally obligated to publicise this information.
  • 92 AR CSR AA A. OWNERSHIP STRUCTURE Name or registered name of Through: name or registered name Number of % of total voting indirect shareholder of direct shareholder direct voting rights A.1 Fill in the following table on the company’s share capital: rights CAJA DE AHORROS Y PENSIONES DE BARCELONA CRITERIA CAIXACORP, S.A. 149,431,166 20.220 Date of last Share Capital (euros) Number of shares Number of voting rights (LA CAIXA) modification CAJA DE AHORROS Y 14/06/2010 2,217,113,349.00 739,037,783 739,037,783 PENSIONES DE BARCELONA INVERSIONES AUTOPISTAS, S.L. 57,296,742 7.753 (LA CAIXA) CAJA DE AHORROS Y PENSIONES VIDACAIXA, S.A. DE SEGUROS Y Indicate whether different classes of shares and different rights associated to them exist: 3,727,803 0.504 DE BARCELONA (LA CAIXA) REASEGUROS 5 NO JOINT SHARE OF TRÉBOL HOLDINGS, S.A.R.L./ACS, ADMIRABILIA, S.L. 75,974,064 10.280 A.2 Indicate the direct and indirect holders of significant interests in your company as of the end Actividades de Construcciones y of year, excluding the directors: Servicios, S.A. JOINT SHARE OF TRÉBOL Name or registered name of the Number of direct Number of indirect % of total voting HOLDINGS, S.A.R.L./ACS, TRÉBOL INTERNATIONAL BV 114,935,123 15.552 shareholder voting rights voting rights (*) rights Actividades de Construcciones y Servicios, S.A. CAJA DE AHORROS Y PENSIONES DE 3,692,977 210,455,711 28.977 CAIXA D´ESTALVIS UNIÓ DE BARCELONA (LA CAIXA) CAIXES DE MANLLEU, SABADELL I CAIXA TERRASSA BORSA, SICAV 652,050 0.088 JOINT SHARE OF TRÉBOL HOLDINGS, TERRASSA (UNNIM) S.A.R.L./ACS, Actividades de 0 190,909,187 25.832 Construcciones y Servicios, S.A. CAIXA D´ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL CAIXA TERRASSA RF MIXTA, SICAV 1,627,500 0.220 CAIXA D´ESTALVIS UNIÓ DE CAIXES I TERRASSA (UNNIM) DE MANLLEU, SABADELL I TERRASSA 9,760,325 2,279,550 1.629 (UNNIM) Indicate the most significant movements in the shareholding structure during the year: Name or registered name of Date of operation Description of the operation shareholder ACS, Actividades de Construcciones 11/08/2010 Fallen below 25% of share capital y Servicios, S.A. JOINT SHARE OF TRÉBOL 11/08/2010 Exceeded 25% of share capital HOLDINGS S.A.R.L./ACS, Actividades de Construcciones y Servicios, S.A.
  • 93 AR CSR AA A.3 Fill in the following charts with information on the members of the Board of Directors with Fill in the following tables on the members of the Board of Directors who hold options on company voting rights: shares: Name or registered name of Director Number of Number of % of voting rights Director’s name or Number of direct Number of Number of % of voting rights direct voting indirect voting total registered name options indirect options equivalent total rights rights (*) shares SALVADOR ALEMANY MAS 194,475 0 0.026 SALVADOR ALEMANY MAS 456,833 0 456,833 0.062 ISIDRO FAINÉ CASAS 59,968 0 0.008 FRANCISCO REYNÉS 187,687 0 187,687 0.025 FLORENTINO PÉREZ RODRÍGUEZ 1 0 0.000 MASSANET G3T, S.L. 2,130,437 0 0.288 THÉATRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. 1 0 0.000 A.4 Indicate, as the case may be, any relationship of a family, business, contractual or corporate FRANCISCO REYNÉS MASSANET 42 0 0.000 nature existing between the holders of important interests, except when immaterial or deriving EMILIO GARCÍA GALLEGO 0 0 0.000 from the regular business activity: ENRIC MATA TARRAGÓ 23,970 0 0.003 ERNESTO MATA LÓPEZ 0 0 0.000 A.5 Indicate, as the case may be, any relationship of a business, contractual or corporate nature existing between the holders of important interests and the company, and/or its group, except LEOPOLDO RODÉS CASTAÑÉ 4,038 0 0.001 when immaterial or deriving from the regular business activity: MANUEL RAVENTÓS NEGRA 121 0 0.000 MARCELINO ARMENTER VIDAL 4,427 3,234 0.001 A.6 Indicate whether agreements between shareholders relevant to the company have been MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 667 0 0.000 reported to the company pursuant to section 112 of the Securities and Exchange Act. As the case PABLO VALLBONA VADELL 8,809 720 0.001 may be, briefly describe them and list shareholders bound by these agreements: 0 3 YES RAMÓN PASCUAL FONTANA 329,007 0.045 RICARDO FORNESA RIBÓ 921 0 0.000 % Capital affected: THÉATRE DIRECTORSHIP SERVICES BETA, S.À.R.L. 1 0 0.000 25.832 THÉATRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. 1 0 0.000 ÁNGEL GARCÍA ALTOZANO 0 0 0.000 Brief description of the agreement: Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construction and services, S.A. arranged through a shareholders’ agreement entered into on 10 August 2010, which main purposes was to take a % of total voting rights held by the Board of Directors 0.374 significant but minority shareholding through the companies Trébol International BV and Admirabilia, S.L. (relevant event of 11 /08/2010). Execution of the transfer of shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l. and ACS Actividades de Construction and services, S.A. (relevant event of 31/08/2010).
  • 94 AR CSR AA A.8 Complete the following tables on the Company’s treasury shares: Parties of the side agreement ACS, Actividades de Construcciones y Servicios, S.A. At the end of the financial year under review: TRÉBOL HOLDINGS, S.A.R.L. Number of direct shares Number of indirect shares (*) % of total share capital 14,551,098 0 1.969 Indicate whether the company is aware of the existence of any joint shares amongst its shareholders. If so, provide a brief description: 3 YES * Through: ( ) Total 0 % Capital affected: 25.832 Brief description of the agreement: Describe any significant variations, as set out in Royal Decree 1362/2007, occurring during the financial year: Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construction and services, S.A. arranged through a shareholders’ agreement entered into on 10 August 2010, which main purposes was to take a Increase / (Decrease) in treasury shares during the year (thousand Euros) -429 significant but minority shareholding through the companies Trébol International BV and Admirabilia, S.L. (relevant event of 11 /08/2010). Execution of the transfer of shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l. and ACS Actividades de Construction and services, A.9 Describe the terms and conditions of authorisation in force granted by the General Shareholders’ S.A. (relevant event of 31/08/2010). Meeting to the board of directors to execute the acquisitions or transfers of treasury stock. Parties of the side agreement In accordance with the resolution adopted by the General Shareholder’s Meeting of 27 April 2010, authorisation is given to the Board of Directors for the direct or indirect derivative acquisition through TRÉBOL INTERNATIONAL BV other companies, of treasury shares as well as their preference subscription rights. Acquisition may be ACS, Actividades de Construcciones y Servicios, S.A. made through any legally accepted form (such as purchase, swap or assignment of property as payment) - TRÉBOL HOLDINGS, S.A.R.L. without the nominal value of the treasury shares acquired exceeding, at any time under this authorization, in conjunction with those already held by the Company and its subsidiaries, 10% of the Company’s share ADMIRABILIA, S.L. capital at the date of acquisition - for a price equal to the listed price at the close of business on the day before the acquisition takes places, as the case may be, with maximum margins of plus 10% or minus 10% of such closing price, over a period of 5 years as from the date on which this resolution is passed by Should any changes to or termination of the above pacts, agreements or concerted shares in the financial the Shareholders’ Meeting. All the foregoing shall be carried out in compliance with the other limits and year under review please describe them: requirements laid down in the Spanish Companies Act, now the Corporate Enterprises Act adopted under NONE Royal Legislative Decree 1/2010/2 July. The previous authorisation adopted by the General Meeting of Shareholders of 31 March 2009 regarding the unused part is whereby cancelled. A.7 Indicate whether there are any natural persons or legal entities exercising or able to exercise We make express indication that the authorisation granted to acquire treasury shares may be used totally control over the company pursuant to section 4 of Spanish Securities and Exchange Act. As the or partially for the acquisition of shares the Company must deliver or transfer to directors, managers or case may be, provide details: employees of the Company and/or abertis Group’s companies, as a consequence of the implementation of remuneration systems based on the delivery of shares and/or granting of option rights over shares. 5 NO
  • 95 AR CSR AA Furthermore, the Board of Directors of the Company is delegated to exercise, in the broadest terms, the A.11 IIndicate whether the Shareholders’ Meeting has set up neutralisation measures in the event authorisation under this resolution and to undertake the other provisions of the same, and, concurrently, of a takeover bid pursuant to Law 6/2007. and if deemed appropriate, delegate the exercising of said authorisation and the other provisions, in the 5 NO manner deemed suitable, to the Chairman, Chief Executive Officer, any other Director, the Secretary, the Vice-Chairman of the Board of Directors or any other person or persons that the Board of Directors empowers expressly for said purpose. If so, explain the measures adopted and the terms under which the restrictions would be nullified: To decrease share capital in order to reduce Company treasury shares that it may have on its balance sheet with a charge against earnings or freely available reserves and in the amount which at any time is convenient or necessary, up to the maximum number of treasury shares existing at any time. To empower the Board of Directors to execute the preceding resolution to reduce capital, which it can carry out once or several times and within the maximum time limit of eighteen months following the date of adoption of this resolution, making the necessary arrangement and obtaining the authorisation necessary or required by the Spanish Public Limited Companies Act (now the Corporate Enterprises Act) and other applicable provisions, and, particularly, re-empowering so that, within the deadlines and limits mentioned for said undertaking, the date(s) of the specific capital reduction(s) can be set along with their timing and use; indicating the amount of the reduction; determining the destination of the amount of the reduction, providing, as the case may be, the guarantees and complying with the legal requirements; adapting article 5o of the articles of association to the new share capital aggregate; applying for the exclusion of the securities reduced from trading and, in general, adopt any resolutions necessary for the purposes of said reduction of treasury shares and the subsequent capital decrease; designating the persons who can intervene in their execution. A.10 Indicate, as the case may be, any legal and statutory restrictions on the exercising of voting rights and any legal restriction on the acquisition or transfer of company shares. Indicate whether legal restrictions on the exercise of voting rights exist: 5 NO Maximum percentage of voting rights a shareholder may exercise by law 0 Indicate whether statutory restrictions on the exercising of voting rights exist: 5 NO Maximum percentage of voting rights a shareholder may exercise by statute 0 Indicate whether there are legal restrictions to the acquisition or transfer of shares: 5 NO
  • 96 AR CSR AA B. MANAGEMENT STRUCTURE OF THE COMPANY B.1 Board of Directors B.1.1 Indicate the maximum and minimum number of Board members established under the Articles of Association: Maximum number of Board Members 22 Minimum number of Board Members 6 B.1.2 Complete the following table with information on the Board Members: Name or registered name of director Representative Office Date of first appointment Date of last appointment Election procedure SALVADOR ALEMANY MAS - Chairman – Chief Executive 21/07/1998 01/04/2008 Shareholders’ Meeting Officer ISIDRO FAINÉ CASAS - 1st Vice-Chairman 04/09/1979 01/04/2008 Shareholders’ Meeting FLORENTINO PÉREZ RODRÍGUEZ - 2nd Vice- Chairman 13/06/2007 13/06/2007 Shareholders’ Meeting G3T, S.L. CARMEN GODIA BULL 3rd Vice- Chairman 29/11/2005 03/05/2006 Shareholders’ Meeting THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. JAVIER DE JAIME GUIJARRO 4th Vice-Chairman 25/10/2010 25/10/2010 Cooption FRANCISCO REYNÉS MASSANET - Chief Executive Officer 26/05/2009 27/04/2010 Shareholders’ Meeting EMILIO GARCÍA GALLEGO - Director 13/06/2007 13/06/2007 Shareholders’ Meeting ENRIC MATA TARRAGÓ - Director 15/06/1987 01/04/2008 Shareholders’ Meeting ERNESTO MATA LÓPEZ - Director 30/05/2003 01/04/2008 Shareholders’ Meeting LEOPOLDO RODÉS CASTAÑÉ - Director 28/06/2005 03/05/2006 Shareholders’ Meeting MANUEL RAVENTÓS NEGRA - Director 23/05/2006 30/06/2006 Shareholders’ Meeting MARCELINO ARMENTER VIDAL - Director 18/09/2007 01/04/2008 Shareholders’ Meeting MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ - Director 30/11/2004 27/04/2010 Shareholders’ Meeting PABLO VALLBONA VADELL - Director 24/02/2004 27/04/2010 Shareholders’ Meeting RAMON PASCUAL FONTANA - Director 30/05/2003 01/04/2008 Shareholders’ Meeting RICARDO FORNESA RIBÓ - Director 24/02/2009 31/03/2009 Shareholders’ Meeting THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. SANTIAGO RAMÍREZ Director 25/10/2010 25/10/2010 Cooption LARRAURI THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. JOSÉ ANTONIO TORRE DE Director 25/10/2010 25/10/2010 Cooption SILVA LÓPEZ DE LETONA ÁNGEL GARCÍA ALTOZANO - Director 30/05/2003 01/04/2008 Shareholders’ Meeting
  • 97 AR CSR AA Total number of Board Members 19 RNAL DIRECTORS REPRESENTING SIGNIFICANT SHAREHOLDERS (NON-INDEPENDENT OR PROPRIETARY) Indicate any removals/resignations during this term in the Board of Directors: Name or registered name of Name or registered name of the Committee proposing significant shareholder represented Board Member appointment or proposing appointment Name or registered name of the Board Office at time of removal Date of removal member Appointments and ISIDRO FAINÉ CASAS Criteria CaixaCorp, S.A. Remuneration Committee JULIO SACRISTÁN FIDALGO Proprietary shareholder 25/10/2010 Joint share with Trébol Holdings, JAVIER ECHENIQUE LANDIRIBAR Proprietary shareholder 25/10/2010 Appointments and FLORENTINO PÉREZ RODRÍGUEZ S.A.R.L./ACS, Actividades de Remuneration Committee COMUNIDADES GESTIONADAS, S.A. Proprietary shareholder 25/10/2010 Construcciones y Servicios, S.A. BRAULIO MEDEL CÁMARA Proprietary shareholder 25/10/2010 Appointments and G3T, S.L. Inversiones Autopistas, S.L. Remuneration Committee Joint share with Trébol Holdings, THÉÂTRE DIRECTORSHIP SERVICES Appointments and B.1.3 Fill in the following tables on the Board Members and their offices: S.A.R.L./ACS, Actividades de ALPHA, S.À.R.L. Remuneration Committee Construcciones y Servicios, S.A. Appointments and Caixa d’Estalvis unió de Caixes de EXECUTIVE OFFICERS ENRIC MATA TARRAGÓ Remuneration Committee Manlleu, Sabadell i Terrassa (UNNIM) Name or registered name of Committee proposing Office Appointments and LEOPOLDO RODÉS CASTAÑÉ Criteria CaixaCorp, S.A. director appointment Remuneration Committee SALVADOR ALEMANY MAS Appointments and Chairman - Chief Executive Officer Appointments and MANUEL RAVENTÓS NEGRA Criteria CaixaCorp, S.A. Remuneration Committee Remuneration Committee Appointments and Appointments and FRANCISCO REYNÉS MASSANET Chief Executive Officer MARCELINO ARMENTER VIDAL Criteria CaixaCorp, S.A. Remuneration Committee Remuneration Committee Joint share with Trébol Holdings, Appointments and Total number of executive officers 2 PABLO VALLBONA VADELL S.A.R.L./ACS, Actividades de Remuneration Committee Construcciones y Servicios, S.A. % of total Board Members 10.526 Appointments and RICARDO FORNESA RIBÓ Criteria CaixaCorp, S.A. Remuneration Committee Joint share with Trébol Holdings, THÉÂTRE DIRECTORSHIP SERVICES Appointments and S.A.R.L./ACS, Actividades de BETA, S.À.R.L. Remuneration Committee Construcciones y Servicios, S.A. Joint share with Trébol Holdings, THÉÂTRE DIRECTORSHIP SERVICES Appointments and S.A.R.L./ACS, Actividades de GAMA, S.À.R.L. Remuneration Committee Construcciones y Servicios, S.A. Joint share with Trébol Holdings, Appointments and ÁNGEL GARCÍA ALTOZANO S.A.R.L./ACS, Actividades de Remuneration Committee Construcciones y Servicios, S.A. Total number of Board Members representing significant shareholders 13 % of total Board members 68.421
  • 98 AR CSR AA EXTERNAL INDEPENDENT DIRECTORS B.1.4 Explain, as the case may be, the reasons why proprietary directors have been appointed at the request of shareholders whose equity below 5% of share capital: Name or registered name of director EMILIO GARCÍA GALLEGO Name or registered name of shareholder Profile CAIXA D’ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL I TERRASSA (UNNIM) Self-employed as Road, Canal and Port Engineer. Justification Consultant to the company Dintrevil.la. Enric Mata Tarragó. Appointment made before the year, as a result of the merger of Acesa and Áurea that gave rise to abertis. Name or registered name of director Indicate whether formal requests to be part of the Board from shareholders have been declined, despite ERNESTO MATA LÓPEZ their interests being the same or larger than the interests of those whose request to appoint proprietary Profile directors has been accepted. If so, explain the reason for accepting those: Vice-Chairman of Applus Servicios Tecnológicos, S.L. 5 NO Name or registered name of director B.1.5 Indicate whether any directors have resigned before the end of their term, whether they MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ have explained to the Board the reasons why and by what means, and, if having informed the Profile Board in writing, explain at least the reasons alleged: Member of the Board of Directors of Telefónica Internacional, S.A. 3 YES Member of the Board of Directors of Telesp Brasil. Name of director Name or registered name of director BRAULIO MEDEL CÁMARA RAMON PASCUAL FONTANA Reason for resignation Profile Strictly personal Transport sector industrialist. Name of director COMUNIDADES GESTIONADAS, S.A. Total number of independent directors 4 Reason for resignation % of total Board members 21.053 Result of the side agreement of Trebol Holdings, S.à.r.l. and ACS, Actividades de Construcciones y Servicios, S.A. OTHER EXTERNAL DIRECTORS Describe the reasons why the following directors cannot be considered as representatives of significant Name of director shareholders (proprietary) or independent directors and also describe their connection with the company, JAVIER ECHENIQUE LANDIRIBAR its managers or shareholders: Reason for resignation Result of the side agreement of Trebol Holdings, S.à.r.l. and ACS, Actividades de Construcciones y Servicios, Indicate the variations which, as the case may be, may have taken place in the types of directors during S.A. this period:
  • 99 AR CSR AA Name of director B.1.7 Identify, as the case may be, the Board members holding office as directors or managers in JULIO SACRISTÁN FIDALGO other companies that form part of the same group as the listed company: Reason for resignation Result of the side agreement of Trebol Holdings, S.à.r.l. and ACS, Actividades de Construcciones y Servicios, Registered name of the other Name or registered name of director Office S.A. group company SALVADOR ALEMANY MAS Abertis AIRPORTS, S.A. Several Administrator B.1.6 Indicate, as the case may be, the powers conferred upon him or the executive officer/s: SALVADOR ALEMANY MAS Abertis AUTOPISTAS ESPAÑA, S.A. Several Administrator Chairman and Chief Executive SALVADOR ALEMANY MAS Abertis telecom, S.A. Name or registered name of the director Officer FRANCISCO REYNÉS MASSANET Airports MEXICANOS DEL SALVADOR ALEMANY MAS Sole Administrator PACÍFICO (AMP) Brief description SALVADOR ALEMANY MAS AREAMED 2000, S.A. Vice-Chairman All powers of representation and management that can be delegated. AUTOPISTAS. CONCESIONARIA Chairman and Chief Executive SALVADOR ALEMANY MAS ESPAÑOLA, S.A. Officer Name or registered name of the director AUTOPISTES DE CATALUNYA, SALVADOR ALEMANY MAS SALVADOR ALEMANY MAS S.A. CONCESSIONÀRIA DE LA Several Administrator Brief description GENERALITAT DE CATALUNYA All powers of representation and management that can be delegated. BRISA-AUTO-ESTRADAS DE SALVADOR ALEMANY MAS Director PORTUGAL, S.A. CENTRO INTERMODAL DE SALVADOR ALEMANY MAS Vice-Chairman LOGÍSTICA, S.A. GRUPO AEROPORTUARIO DEL SALVADOR ALEMANY MAS Sole Administrator PACÍFICO (GAP) IBERPISTAS, S.A. CONCESIONARIA SALVADOR ALEMANY MAS Director DEL ESTADO INFRAESTRUCTURES VIÀRIES DE SALVADOR ALEMANY MAS Several Administrator CATALUNYA, S.A. PARC LOGÍSTIC DE LA ZONA SALVADOR ALEMANY MAS Vice-Chairman FRANCA, S.A. RETEVISIÓN I, S.A. SOCIEDAD SALVADOR ALEMANY MAS Several Administrator UNIPERSONAL SALVADOR ALEMANY MAS SABA APARCAMIENTOS, S.A. Chief Executive Officer SALVADOR ALEMANY MAS TRADIA TELECOM, S.A. Several Administrator IBERPISTAS, S.A. CONCESIONARIA G3T, S.L. Director DEL ESTADO AUTOPISTA VASCO ARAGONESA. FRANCISCO REYNÉS MASSANET Director CONCESIONARIA DEL ESTADO, S.A. FRANCISCO REYNÉS MASSANET EUTELSAT COMMUNICATIONS Director
  • 100 AR CSR AA Registered name of the other B.1.10 With regards to recommendation 8 of the Unified Code, please, list the company’s general Name or registered name of director Office policies and strategies that the Board in full has reserved for itself: group company FRANCISCO REYNÉS MASSANET HISPASAT, S.A. Director SOCIÉTÉ DES AUTOROUTES DU Investment and financing policy Yes FRANCISCO REYNÉS MASSANET Director NORD ET DE L´EST DE LA FRANCE Establishment of the group structure Yes FRANCISCO REYNÉS MASSANET TBI LTD Director Corporate governance policy Yes ENRIC MATA TARRAGÓ SABA APARCAMIENTOS, S.A. Rep. Director UNIMM Corporate social responsibility policy Yes AUTOPISTAS AUMAR, S.A. Strategic or business plan and the annual management and budget targets Yes ERNESTO MATA LÓPEZ Director CONCESIONARIA DEL ESTADO Remuneration policy and assessment of senior management performance Yes IBERPISTAS, S.A. CONCESIONARIA PABLO VALLBONA VADELL Chairman Risk control and management policy an periodical follow-up of internal control and reporting systems Yes DEL ESTADO Dividend and treasury share policy, especially its limits. Yes ÁNGEL GARCÍA ALTOZANO Abertis telecom, S.A. Director ÁNGEL GARCÍA ALTOZANO SABA APARCAMIENTOS, S.A. Director B.1.11 Fill in the tables below on to the aggregate remuneration of directors accrued during the financial year: B.1.8 Identify, as the case may be, the company directors who are also Directors of other Boards of Directors of companies listed in official stock markets in Spain and not part of this group that have been reported to the company: a) The company object of the present report: Registered name of the listed Remuneration item Thousand Euros Name or registered name of the director Office company Fixed remuneration 4,286 ISIDRO FAINÉ CASAS CRITERIA CAIXACORP, S.A. Chairman Variable remuneration 227 ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. Vice-Chairman Per diems 0 ISIDRO FAINÉ CASAS REPSOL YPF, S.A. 2nd Vice-Chairman Statutory remuneration 0 ACS. ACTIVIDADES DE Construction and Chairman and Chief Share options and/or other financial instruments 0 FLORENTINO PÉREZ RODRÍGUEZ services, S.A. Executive Officer Others 0 LEOPOLDO RODÉS CASTAÑÉ CRITERIA CAIXACORP, S.A. Director Total 4,513 ACS. ACTIVIDADES DE Construction and PABLO VALLBONA VADELL Vice-Chairman Other benefits Thousand Euros services, S.A. PABLO VALLBONA VADELL CORPORACIÓN FINANCIERA ALBA, S.A. Vice-Chairman Advances 0 Loans granted 0 Pension Funds and Plans: Contributions 256 B.1.9 Indicate, and, as the case may be, explain whether the company has established rules on the Pension Funds and Plans: Obligations contracted 0 number of Boards its directors may sit on: Life insurance premiums 57 5 NO Guarantees given by the Company to the Directors 0
  • 101 AR CSR AA b) As members boards of directors and/or undertaking senior management in other group companies: B.1.12 Identify the members of senior management who are not at concurrently executive directors and indicate the total remuneration accrued in their favour during the financial year: Remuneration item Thousand Euros Fixed remuneration 876 Name or registered name Office Variable remuneration 5 JOSEP MARTÍNEZ VILA General Manager of Business and Operations Per diems 21 FRANCISCO JOSÉ ALJARO NAVARRO General Financial and Corporate Resources Manager Statutory remuneration 0 JOSEP MARIA CORONAS GUINART General Secretary Share options and/or other financial instruments 0 MARTA CASAS CABA General Vice-Secretary and Corporate Legal Advisory Manager Others 0 SERGI LOUGHNEY CASTELLS Institutional Relates Corporate Manager Total 902 ANTONI BRUNET MAURI General Manager of Studies and Communication DAVID DÍAZ ALMAZÁN Manager of Corporate Strategy and Development Other benefits Thousand Euros JORDI LAGARES PUIG General Manager of Corporate Control and Administration Advances 0 JOAN RAFEL HERRERO Corporate Manager of Persons and Organisation Loans granted 0 Pension Funds and Plans: Contributions 0 Total remuneration senior management (in Thousand Euros) 3,397 Pension Funds and Plans: Obligations contracted 0 Life insurance premiums 0 B.1.13 Indicate, in the aggregate, as the case may be, the existence of guarantees or golden Guarantees given by the Company to the Directors 0 parachute clauses in the event of dismissals or changes in company control, in favour of senior management members, including executive directors of the Company or its Group. Indicate whether these contracts must be reported and/or approved by the company’s or the bodies of c) Total remuneration per type of director: its group: Type of director By company By group Number of beneficiaries 2 Executive directors 2,857 493 External directors representing significant shareholders (proprietary 1,321 336 Board of directors General Meeting of or non-independent) Shareholders’ External independent directors 335 73 Body authorising terms of the guarantees Yes No Other external directors 0 0 Total 4,513 902 Is the General Meeting of Shareholders informed of such guarantee terms? No d) With regard to the profits attributed to the equity holders of the company: Total remuneration to directors (in Thousand Euros) 5,415 Total remuneration to directors/profit attributed to the equity holders of the company (in %) 0.8
  • 102 AR CSR AA B.1.14 Indicate the process followed in establishing remuneration for the members of the Board of B.1.15 Indicate whether the Board of Directors has approved a detailed remuneration policy and Directors and the relevant articles under the Articles of Association thereto: specify its points thereunder: 3 Yes Procedure for establishing the remuneration of members of the Board of Directors and the pertinent clauses under the Articles of Association Fixed remuneration items, including, as the case may be, a breakdown of attendance expenses As provided in section 4 of the Regulations of the Board of Directors, the Board of Directors is exclusively accrued to the members for Board of Directors and Committee meetings and an estimate of the Yes competent in full to approve the remuneration policy proposed by the Appointments and Remuneration annual fixed remuneration accrued. Committee, and the appraisal of senior managers, and at the proposal of the Company’s Chief Executive Variable remuneration. Yes Officer, the appointment and possible dismissal of senior managers, as well as their indemnity clauses. Main features of pension systems, including an estimate of their equivalent annual cost. Yes Articles 22 and 23 of the Regulations of the Board of Directors provide as follows: Conditions under senior management contracts, including executive officers Yes “Article 22. Directors’ remuneration Directors shall be entitled to the remuneration established by the Board of Directors in accordance with the provisions of the Articles of Association. B.1.16 Indicate whether the Board of Directors submits a report on the directors’ remuneration The Annual Corporate Governance Report shall in also include the aggregate remuneration of the Board policy to a vote of the General Meeting of Shareholders as separate point on the agenda, for of Directors. consultation purposes only. If so, explain the aspects of the report on remuneration policy adopted Article 23. Remuneration of non-executive directors by the Board for future years, the most important changes in such policies with regards to the The Board of Directors and the Appointments and Remuneration Committee shall take all steps within current policy applied during the year under review and an overall summary on the application of their power to ensure that the remuneration of non-executive directors is in line with their actual services remuneration policy during the year. Provide details on the role of the Remuneration Committee and provides an incentive for their work without affecting their independence. and if external advice has been sought, the identity of the external consultants: Article 24 of Articles of Association reads as follows: 3 Yes “The yearly remuneration of Directors for their management functions as members of the Board of Directors shall be a share in the liquid profits, only to be paid after the reserves and dividends obligations Issues dealt with by the report on remuneration policy Annual fixed remuneration established by law have been met. Furthermore, remuneration shall not exceed, in any case and in of the Remuneration Committee Prior report/proposal the aggregate, two per cent of profits. The Board of Directors shall distribute the portion amongst its members in the form and amount at its discretion and this information shall be recorded in the annual Has external advice been sought? report in the manner established by law. Identity of external consultants Subject to agreement of the Shareholders’ Meeting under the terms laid down by Company Law, Directors exercising executive functions may additionally take part in incentive plans approved by the company’s directors granting remuneration including the payments in shares, recognition of share options or remuneration indexed to share value.” The reference to the Spanish Public Limited Companies Act is to be understood as referring to the Spanish Corporate Enterprises Act. Indicate whether the entire Board has reserved the right to adopt the following resolutions: On proposal from the Company’s chief executive, the appointment and eventual discharge of Yes senior managers, and the indemnity clauses. The Board members’ remuneration and the additional remuneration of executive directors due Yes to their executive functions and other terms their contracts must comply with.
  • 103 AR CSR AA B.1.17 Indicate, as the case may be, the identity of the members of the Board of Directors who are, at the same time, members of the Board of Directors, managers or employees of companies holding significant interests in the listed company and/or in other entities of its group: Name or registered name of the director Registered name of significant shareholder Office ISIDRO FAINÉ CASAS CRITERIA CAIXACORP, S.A. Chairman FLORENTINO PÉREZ RODRÍGUEZ ACS, Actividades de Construcciones y Servicios, S.A. Chairman and Chief Executive Officer THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. ADMIRABILIA, S.L. Director FRANCISCO REYNÉS MASSANET VIDACAIXA GRUPO, S.A.U. Director CAIXA D´ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL I TERRASSA ENRIC MATA TARRAGÓ General Manager (UNNIM) LEOPOLDO RODÉS CASTAÑÉ CRITERIA CAIXACORP, S.A. Director MANUEL RAVENTÓS NEGRA VIDACAIXA GRUPO, S.A.U. Director MANUEL RAVENTÓS NEGRA SOCIEDAD GENERAL DE AGUAS DE BARCELONA, S.A. Director MARCELINO ARMENTER VIDAL CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA) Executive Assistant to the General Manager MARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. Executive President CAIXA CAPITAL PYME INNOVACIÓN, S.C.R. DE RÉGIMEN SIMPLIFICADO, MARCELINO ARMENTER VIDAL Chairman and Chief Executive Officer S.A. MARCELINO ARMENTER VIDAL CAIXA CAPITAL MICRO, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A.U. Chairman and Chief Executive Officer MARCELINO ARMENTER VIDAL INVERSIONES INMOBILIARIAS TEGUISE RESORT, S.L. Representative of the Board Director “La Caixa” MARCELINO ARMENTER VIDAL INVERSIONES INMOBILIARIAS OASIS RESORT, S.L. Representative of the Board Director “La Caixa” MARCELINO ARMENTER VIDAL CAIXA CAPITAL SEMILLA, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A. Chairman and Chief Executive Officer CAIXA EMPRENDEDOR XXI, S.A. (formerly INICIATIVA EMPRENDEDOR XXI, MARCELINO ARMENTER VIDAL Sole Administrator S.A.) PABLO VALLBONA VADELL ACS, Actividades de Construcciones y Servicios, S.A. Vice-Chairman RICARDO FORNESA RIBÓ VIDACAIXA GRUPO, S.A.U. Chairman RICARDO FORNESA RIBÓ VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS Chairman THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. ADMIRABILIA, S.L. Director THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. ADMIRABILIA, S.L. Director ÁNGEL GARCÍA ALTOZANO CORPORATE FUNDING, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO TRÉBOL INTERNATIONAL BV Director
  • 104 AR CSR AA Name or registered name of the director Registered name of significant shareholder Office ÁNGEL GARCÍA ALTOZANO MAJOR ASSETS, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO PR PISA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO URBASER, S.A. Director ÁNGEL GARCÍA ALTOZANO VILLANOVA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO NOVOVILLA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO RESIDENCIAL MONTE CARMELO, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO DRAGADOS, S.A. Director ÁNGEL GARCÍA ALTOZANO ACS, Actividades de Construcciones y Servicios, S.A. Corporate General Manager ÁNGEL GARCÍA ALTOZANO CARIÁTIDE, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO ACS TELEFONÍA MÓVIL, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO CLECE, S.A. Director ÁNGEL GARCÍA ALTOZANO XFERA MÓVILES, S.A. Chairman ÁNGEL GARCÍA ALTOZANO ROPERFELI, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO PUBLIMEDIA SISTEMAS PUBLICITARIOS, S.L. Director ÁNGEL GARCÍA ALTOZANO VILLA ÁUREA, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO ACS, Services, communications and energy, S.L. Director ÁNGEL GARCÍA ALTOZANO IRIDIUM CONCESIONES DE INFRAESTRUCTURAS, S.A. Director ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS Y CONCESIONES, S.L Director ÁNGEL GARCÍA ALTOZANO ÁUREA FONTANA, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A. ÁNGEL GARCÍA ALTOZANO ADMIRABILIA, S.L. Chairman ÁNGEL GARCÍA ALTOZANO HOCHTIEF, A.G. Director
  • 105 AR CSR AA List, as the case may be, significant relationships other than those shown in the previous heading of interests of the Company to be in jeopardy, a director whose term of office has ended or who for any members of the Board of Directors side by side with significant shareholders and/or group entities: other reason ceases to hold office may not work for any other company that has the same or similar corporate purposes as those of the Company and that is a competitor of the Company in the opinion of the Board of Directors, for such period as the Board may establish, which shall in no case be more than Name or registered name of associated director two (2) years. ISIDRO FAINÉ CASAS Article 19. Removal of directors Name or registered name of associated significant shareholder 1. Directors shall cease to hold office on expiry of their term of office and when removed by the General CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA) Meeting in exercising the powers conferred on it by law and by the Articles of Association. Description of relationship 2. Directors shall tender their resignation and, if the Board of Directors considers it appropriate, shall CHAIRMAN OF THE CONTROLLING SHAREHOLDER OF THE SHAREHOLDER CRITERIA. formally resign in the following cases: a) When they cease to hold the executive office linked to their appointment as a director. The independent B.1.18 Indicate, as the case may be, the amendments made to the regulations of the board of directors when they have served twelve (12) years in office. directors during the financial year: b) When they become incompatible with or barred by law from holding office. 5 NO c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour. B.1.19 Indicate the procedures for the appointment, re-election, evaluation and removal of d) When their membership on the Board could jeopardise the interests of the Company and when the directors. Include details on the competent bodies, the procedures to be followed and the criteria reasons for which they were appointed cease to apply. This circumstance shall be considered to have applied to each procedure. occurred with respect to a non-independent or proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their The procedures for the appointment, re-election, evaluation and removal of board members are basically shareholding demands a reduction of their representative directors. regulated under articles 16 to 19 of the regulations of the Board of Directors, transcribed below: 3. Executive directors must tender their resignation to the Board on reaching the age of seventy and the “Article 16. Appointment of Board members Board shall decide whether they may continue to perform the executive duties delegated to them or 1. The directors shall be appointed by the General Meeting or by the Board of Directors in accordance remain simply as directors.” with the provisions of the Spanish Public Limited Companies Act. The reference to the Spanish Public Limited Companies Act is to be understood as referring to the Spanish 2. Proposals for the appointment of directors submitted by the Board of Directors to the General Meeting Corporate Enterprises Act. for consideration, and resolutions on the appointment of directors adopted by the Board using the powers to co-opt members afforded to it by law, must both be preceded by a corresponding proposal by the Appointments and Remuneration Committee, for independent directors, and a report for other directors. B.1.20 Indicate the cases which require the resignation of directors. Article 17. Appointment of non-executive directors 1) When their mandate period for which they were appointed has expired and when the General Meeting of Shareholders, in application of its legal and statutory powers, decides to remove them. The Board of Directors and the Appointments and Remuneration Committee shall, within the scope of their powers, ensure that candidates for election are persons of recognised standing, competence and 2) Directors must tender their resignation to the Board of Directors and formalise, if required by the latter, experience, and shall be particularly rigorous with respect to those who occupy the offices of independent their resignation in the following cases: directors indicated in Article 5 above, and under the terms of the standards of good governance applicable a) When they cease to hold the executive office linked to their appointment as a director. The independent thereto. directors when they have served twelve (12) years in office. Article 18. Term of office b) When they become incompatible with or barred by law from holding office. 1. Directors shall hold office for the term indicated under the Articles of Association and shall be eligible c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for re-election. for a serious or very serious misdemeanour. 2. Directors co-opted to the Board shall hold office until the date of the next General Meeting. d) When their membership of the Board could jeopardise the interests of the Company and when the When, following a report by the Audit and Control Committee, the Board of Directors considers the reasons for which they were appointed cease to apply. This circumstance shall be considered to have
  • 106 AR CSR AA occurred with respect to a proprietary director when his shareholding or that of the shareholder whose Description of resolution: interests he represents is disposed of and also when the reduction of their shareholding demands a Investments and divestments when higher than any of the following figures: reduction of their representative directors. Executive directors must tender their resignation to the Board a) Euros two hundred million (200 million). on reaching the age of seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors. b) a similar figure equivalent to 5% of the Company’s own resources. B.1.21 Explain whether the Chairman of the board of directors assumes the function of chief Quorum % executive officer of the company. If so, indicate the measures taken to limit the risks of That required to hold a valid meeting: half of the members plus one 51.00 accumulation of power by a single individual: 3 YES Type of majority % Favourable vote of more than two third of directors present or represented 67.00 Indicate, and as the case may be, and explain whether rules have been established to empower one of the independent Board members to call a meeting of the Board of Directors or the addition of new points to the agenda, to coordinate and reflect the concerns of external board members and to lead the appraisal Description of resolution: by the Board of Directors. Proposals of resolutions affecting the number of directors, the creation of Board of Directors’ committees, 5 NO the appointment of office thereto and the appointment proposals for the boards of directors of subsidiaries and investee companies. B.1.22 Are qualified majorities, other than those legally established, required to adopt certain types of resolutions?: Quorum % 3 YES That required to hold a valid meeting: half of the members plus one 51.00 Type of majority % Indicate the procedure for adoption of resolutions by the Board of Directors, including the minimum quorum and type of majorities required to adopt such resolutions: Favourable vote of more than two third of directors present or represented 67.00 Description of resolution: Description of resolution: In the event of permanent delegation of any power of the Board of Directors conferred upon the Executive Proposals for transformation, merger, de-merger or dissolution of the company, global transfer of assets Committee or the Chief Executive Officer and the appointment of the directors to hold such offices and and liabilities of the company, contribution of branch of activity, modification of the company’s corporate the appointment of the general managers of abertis. purposes, increase and reduction of share capital. Quorum % Quorum % That required to hold a valid meeting: half of the members plus one 51.00 That required to hold a valid meeting: half of the members plus one 51.00 Type of majority % Type of majority % Favourable vote of more than two third of directors present or represented 66.00 Favourable vote of more than two third of directors present or represented 67.00
  • 107 AR CSR AA Description of resolution: B.1.27 Should the number of women directors be very low or nil, explain the reasons why and the Approval and modification of the Regulations of the Board of Directors plans adopted to change that situation. Reasons and plans Quorum % The Board of Directors intends to improve the presence of the number of women on the Board. In order That required to hold a valid meeting: half of the members plus one 51.00 to do so, the Appointments Committee takes special care to meet that aim when considering possible Type of majority % candidates for new appointments to the Board. Please note that the 3rd Vice-Chairman appointed by G3T, S.L. is Ms. Carmen Godia Bull. Favourable vote of more than two third of directors present or represented 67.00 Particularly, indicate whether the Appointments and Remuneration Committee has laid down B.1.23 Explain whether specific requirements exist to be appointed as chairman, other than those procedures to eliminate implicit biases in selection processes hindering the employment of applicable to directors: women and whether said Committee has deliberately sought out women who meet the profile required for the position: 5 NO 5 NO B.1.24 Indicate whether the Chairman holds the casting ballot: B.1.28 Indicate whether formal procedures exist to delegate votes for the meetings of the Board 5 NO of Directors. If so, describe them briefly. Only a written proxy for each Board meeting is required. B.1.25 Indicate whether the Articles of Association or the Regulations of the Board of Directors establish an age limit for directors: B.1.29 Indicate the number of meetings held by the Board of Directors during the year under 3 YES review. Likewise, point out, as the case may be, the number of times that the Board has met without the attendance of its Chairman: Age limit for the Chief Executive Age limit for the Chairman Age limit for Directors Officer Number of meetings of the Board of Directors 6 0 70 0 Number of Board meetings without the attendance of its Chairman 0 B.1.26 Indicate whether the Articles of Association or the Regulations of the Board of Directors Indicate the number of meetings held by the various Board Committees during the year under review: limit the term in office of independent directors: 3 YES Number of Executive or Delegated Committee meetings 7 Number of Audit Committee meetings 5 Maximum number of years in office 12 Number of Appointments and Remuneration Committees meetings 7 Number of Appointments Committee meetings 0 Number of Remuneration Committee meetings 0
  • 108 AR CSR AA B.1.30 Indicate the number of meetings held by the Board of Directors not attended by all its B.1.34 Explain the appointment and removal procedures of the Board Secretary and indicate members during the year under review. Representatives attending without specific instructions whether his appointment and removal have received the opinion of the Appointments Committee will be counted as non attendances: and approved by the Board of Directors in full. Number of non attendances of directors during the year 4 Appointment and removal procedure % of non attendances over the total votes during the year 6.779 By resolution of the Board of Director and subject to the report from the Appointments and Remuneration Committee. B.1.31 Indicate whether the individual and consolidated annual accounts submitted to the Board Does the Appointments Committee issue a report on the nomination? Yes for approval have been previously certified: Does the Appointments Committee issue a report on the removal? Yes 3 YES Does the Board of Directors in full approve the nomination? Yes Does the Board of Directors in full approve the removal? Yes Indicate, as the case may be, the person or persons certifying the individual or consolidated annual accounts for their formulation by the Board: Do the special duties of the Secretary of the Board of Directors include ensuring that the good governance Name Position recommendations are implemented? SALVADOR ALEMANY MAS Chairman - Chief Executive Officer 3 YES FRANCISCO REYNÉS MASSANET Chief Executive Officer B.1.35 Indicate, as the case may be, whether mechanisms have been established by the company JORDI LAGARES PUIG Corporate Planning and Control Manager to preserve the independence of the auditor, financial analysts, investment banks and rating agencies. B.1.32 Explain, should there be any, the mechanisms laid down by the Board of Directors to avoid The Audit and Control Committee monitors the situations affecting the independence of auditors, and the qualifications of the auditor report of the individual and consolidated accounts formulated by in order to do so it approves the audit services and other services rendered by the external auditors, the General Meeting of Shareholders. monitors the fees charged by them and monitors the percentage of such fees in the total income of the Audit firm. Likewise, it controls the independence and rotation of members of the audit team pursuant to The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include the existing standards in the field and obtains letters of independence signed by the auditors examining ensuring that the company’s annual accounts and those of its group are prepared in compliance with abertis and the other companies controlled by the abertis group. generally accepted accounting principles and standards in order to avoid a qualification by the auditors of their opinions on the accounts. Additionally, and in accordance with the legal requirements, the company’s annual accounts include the fees paid to the company’s external auditor (PricewaterhouseCoopers Auditores, S.L.) and to other The Audit and Control Committee holds periodical meetings with the company’s external auditors to companies using the PwC mark, both for the audit services rendered and for services of a different nature. avo