Transcript of "Annual accounts and Corporate Governance Report Abertis 2010"
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.
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