main figures of the acs group

Comentarios

Transcripción

main figures of the acs group
ACS, Actividades de Construcción y Servicios, S.A.
Shareholders’ Ordinary General Meeting
This Report is presented to the Ordinary Shareholders’ Meeting called on
first and second call for May 19 and 20, 2004, respectively, with the following:
Agenda
1. Approval of the Annual Report, Balance Sheets, Statements of Income and Management
Reports for 2003 of ACS and the consolidated group of companies of which ACS,
Actividades de Construcción y Servicios, S.A., is Parent Company. Profit distribution.
Annual Report on Corporate Governance.
A
n
n
u
a
l
4. Authorization for the derivative acquisition of treasury stock.
5. Appointment of Company and Group auditors.
6. Reduction of the share capital by redeeming 902,453 shares of the Company’s treasury
stock with the resulting modification of Article 6 of the Company’s Bylaws.
7. Reduction of the nominal value of shares from 1.50 euros to 0.50 euros and the consequent
increase in the number of outstanding shares by three, with the resulting modification of
Article 6 of the Company’s Bylaws and delegation of authority to execute this.
8. Modification of articles 13, 15, 20 bis), 22, 26 and 28 of the Company Bylaws.
9. Authorization to the Board of Directors for the establishment of a Stock Options Plan.
10. Approval of the Rules governing the General Shareholders’ Meetings and report on the
Rules of the Board of Directors.
(Million Euros)
R
e
p
o
r
t
A
C
S
2. Approval of the management of the Board of Directors during 2003.
3. Ratification, dismissal and appointment, where applicable, of Directors.
MAIN FIGURES OF THE ACS GROUP
G
r
o
u
p
2
0
0
3
A N N U A L
R E P O R T
A C S
G R O U P
2 0 0 3
FINANCIAL
AND OPERATING DATA
1999
Turnover
Operating Profit
Profit Before Tax
Attributable Net Profit
2000
2001
2002
2003 Pf
2,699.7
141.3
115.0
85.1
3,410.4
214.3
176.6
120.8
3,921.4
267.8
222.3
149.2
4,420.2
305.3
250.4
181.4
10,733.6
649.0
498.8
380.3
Cash-flow*
Dividends Paid
Total Investments
Total Assets
124.3
17.2
376.2
2,847.1
189.4
25.0
307.6
3,338.7
238.4
32.0
201.7
3,880.6
312.8
38.4
1,050.7
4,914.5
724.0
46.1
657.5
11,226.3
Shareholders’ Equity
Net Debt
Order Book
Number of Employees
654.7
322.6
4,552.6
22,561
814.9
212.6
6,191.5
28,910
910.8
124.7
6,809.9
30,804
980.4
594.5
7,422.5
32,555
1,796.4
1,230.6
23,327.1
99,323
1999
2000
2001
2002
2003 Pf
1.55
0.39
2.26
11.91
1.89
0.50
2.96
12.72
2.33
0.60
3.72
14.22
2.83
0.72
4.88
15.30
3.21
0.82
6.11
15.16
1999
2000
2001
2002
2003
* Net Profit+Depreciation+Change in Provisions
(Euros)
DATA PER SHARE
Earnings
Gross Dividend
Cash-Flow
Shareholders’ Equity
STOCK MARKET DATA
Listed Shares
Market Capitalization*
Year-End Closing Price**
Annual Revaluation
54,965,098 64,061,816
1,294.3
1,608.0
23.55
25.10
(30.04%)
6.59%
64,061,816 64,061,816 118,526,831
1,755.3
1,963.5
4,587.0
27.40
30.65
38.70
9.16%
11.86%
26.26%
* Million Euros
** Euros
11. Delegation of powers to execute and sign agreements.
12. Reading and approval, if applicable, of the minutes of the General Meeting.
SIGNIFICANT RATIOS
1999
2000
2001
2002
2003 Pf
Operating Margin
Net Margin
ROE
Net Debt/Shareholders’ Equity
Dividend Yield
5.2%
3.2%
13.0%
49.3%
1.7%
6.3%
3.5%
16.4%
26.1%
2.0%
6.8%
3.8%
17.1%
13.7%
2.2%
6.9%
4.1%
19.2%
60.6%
2.3%
6.0%
3.5%
21.1%
68.5%
2.1%
I N T E R N AT I O N A L P R E S E N C E
Countries in which the ACS Group is present
10,734
10,000
700
649
600
500
Million Euros
12,000
Algeria
Andorra
Angola
Argentina
Austria
Bahamas
Belize
Bolivia
Brazil
Canada
Chile
China
Colombia
Czechia
Denmark
Dominican Republic
Ecuador
Egypt
Finland
France
Ghana
Germany
Greece
Guatemala
Holland
Honduras
Hungary
India
Iran
ATTRIBUTABLE NET PROFIT
OPERATING PROFIT
Million Euros
Million Euros
TURNOVER
8,000
380
400
350
300
250
400
6,000
268
3,921
4,000
200
2,699
0
1999
100
141
2,000
2000
2001
2002
100
50
0
0
2003 Pf
1999
2000
2001
149
150
214
3,410
181
200
305
300
4,420
2002
2003 Pf
2003 TURNOVER
BY BUSINESS
121
85
1999
2000
2001
2002
2003 Pf
2003 OPERATING PROFIT
BY BUSINESS
19.9%
19.7%
51.7%
47.6%
28.4%
32.7%
Israel
Italy
Jamaica
Lebanon
Libya
Madagascar
Malaysia
Mauritania
Mexico
Morocco
Mozambique
Nicaragua
Norway
Panama
Peru
Polland
Portugal
Saudi Arabia
Senegal
Singapore
South Africa
Spain
Sweden
Switzerland
Uganda
United Kingdom
Uruguay
Ve n e z u e l a
Vietnam
DIRECTORY
Head offices of the ACS Group's main companies
ACS, Actividades de Construcción y Servicios, S.A.
Avda. Pío XII, 102
28036 Madrid
Tel: +34 91 343 92 00
Fax: +34 91 343 94 56
www.grupoacs.com
CONSTRUCTION
DRAGADOS, S.A.
Avda. de Tenerife, 4 – 6
28700 San Sebastián de los Reyes
(Madrid)
Tel: +34 91 583 30 00
Fax: +34 91 583 38 32
www.grupoacs.com
Construction
Industrial Services
Industrial Services
Services and Concessions
Services and Concessions
VÍAS Y CONSTRUCCIONES, S.A.
Orense, 11 – 2º y 4º
28020 Madrid
Tel: +34 91 417 98 00
Fax: +34 91 417 98 30
www.vycsa.es
Avda. de Tenerife, 4 – 6
28700 San Sebastián de los Reyes
(Madrid)
Tel: +34 91 583 30 00
Fax: +34 91 583 34 19
www.drace.com
3.21
2.83
3.0
Euros
Euros
3.5
0.9
0.82
0.8
0.72
0.7
2.5
2.33
0.60
0.6
1.55
0.4
4,587
15%
1,000
4,000
13%
1,500
0.2
1,000
0.1
500
610
2001
2002
2003 Pf
8%
500
1,755
520
408
1,294
2000
2001
2002
2003
1999
Avda. Madariaga, 1 – 4ª planta
48014 Bilbao
Tel: +34 94 448 86 00
Fax: +34 94 476 22 84
www.tecsa-constructora.com
GEOCISA
0%
1999
2000
2001
2002
2000
2001
2002
2003
Sales
Avda. Leandro N. Alem, 986
1001 – Buenos Aires
(Argentina)
Tel: (54114) 318 02 00
Fax: (54114) 318 02 30
www.dycasa.net
2003 Pf
% over total sales
Quinta Do Ouiteiro – Apdo. 7
2840 Seixal
(Portugal)
Tel: (351) 212 22 51 02
Fax: (351) 212 21 57 38
VÍA DRAGADOS
4%
1,608
0
1999
Plaza de Castilla, 3
28046 Madrid
Tel: +34 91 323 02 07
Fax: +34 91 323 06 87
1,963
0
0.0
0.0
DRAVO, S.A.
TECSA EMPRESA CONSTRUCTORA, S.A.
12%
12%
2,500
1.0
15%
4,500
2,000
0.5
16%
498
0.39
20%
1,500
3,000
0.3
2000
1,583
0.5
1.5
1999
24%
16%
5,000
Veracruz – Edificio Torreón 3º - Esq.
La Guarita (Venezuela)
Tel: (58212) 992 31 11
Fax: (58212) 992 77 24
SOPOL, S.A.
2,000
3,500
0.50
1.89
2.0
Million Euros
MARKET CAPITALIZATION
Million Euros
DIVIDEND PER SHARE
Orense, 34 – 1º
28020 Madrid
Tel: +34 91 417 96 50
Fax: +34 91 597 04 67
DYCASA
INTERNATIONALIZATION
EARNINGS PER SHARE
COMUNIDADES GESTIONADAS, S.A.
(COGESA)
COBRA INSTALACIONES
Y SERVICIOS, S.A.
(GRUPO COBRA)
Cardenal Marcelo Spínola, 10
28016 Madrid
Tel: +34 91 456 95 00
Fax: +34 91 456 94 50
www.grupocobra.com
SERVICES AND CONCESSIONS
APLICACIÓN DE PINTURAS,
API, S.A.
General Moscardó, 27 – 1º
28020 Madrid
Tel: +34 91 598 90 60
Fax: +34 91 598 90 66
www.apisa.net
DYCVENSA
DRACE
Construction
INDUSTRIAL SERVICES
Llanos de Jerez, 10 – 12
28820 Coslada
(Madrid)
Tel: +34 91 660 30 00
Fax: +34 91 671 64 60
www.geocisa.com
Sector de Industria, Trecho 3, Nº 1705/15
Brasilia- DF- CEP71200-030
(Brazil)
Tel: (55) 613 61 13 15
Fax: (55) 612 33 01 34
ENERGÍAS Y RECURSOS
AMBIENTALES, S.A. (EYRA)
Cardenal Marcelo Spínola, 10
28016 Madrid
Tel: +34 91 456 95 00
Fax: +34 91 456 94 72
ELECTRONIC TRAFFIC, S.A.
(ETRA)
Tres Forques, 147
Polígono Industrial Vara de Quart
46014 Valencia
Tel: +34 96 313 40 82
Fax: +34 96 350 32 34
www.etra.es
INSTALACIONES Y MONTAJES
ELÉCTRICOS, S.A.
(IMES)
Ramón y Cajal, 107
28043 Madrid
Tel: +34 91 744 39 00
Fax: +34 91 744.39.01
www.imes.es
Avda. de Tenerife, 4 – 6
28700 San Sebastián de los Reyes
(Madrid)
Tel: +34 91 583 30 00
Fax: +34 91 583 78 91
CONTROL Y MONTAJES
INDUSTRIALES
(CYMI)
Barquillo, 19
28014 Madrid
Tel: +34 91 701 77 00
Fax: +34 91 521 85 97
www.semisa.com
Teide, 4 – Edificio F-7
28709 San Sebastián de los Reyes
(Madrid)
Tel: +34 91 659 33 60
Fax: +34 91 659 33 80
www.cymisa.com
Gran Vía, 67 – 2ª planta
28013 Madrid
Tel: +34 91 436 04 80
Fax: +34 91 576 75 66
www.maessa.com
Teide, 5 – 1º
Edificio Milenio
28709 San Sebastián de los Reyes
(Madrid)
Tel: +34 91 484 30 30
Fax: +34 91 484 31 25
www.masagrupo.com
INTECSA-UHDE INDUSTRIAL, S.A.
Vía de los Poblados, 11
Edificio Trianon
28033 Madrid
Tel: +34 91 749 70 00
Fax: +34 91 749 70 01
www.intecsauhde.com
DRAGADOS INDUSTRIAL, S.A.
(DINSA)
SOCIEDAD ESPAÑOLA
DE MONTAJES INDUSTRIALES, S.A.
(SEMI)
MANTENIMIENTOS,
AYUDA A LA EXPLOTACIÓN
Y SERVICIOS, S.A.
(MAESSA)
MANTENIMIENTO
Y MONTAJES INDUSTRIAL
(MASA)
DRAGADOS OFF SHORE
Bajo de la Cabezuela, s/n
11510 Puerto Real
(Cádiz)
Tel: +34 956 47 07 00
Fax: +34 956 47 07 27
INITEC ENERGÍA
Príncipe de Vergara, 120
28006 Madrid
Tel: +34 91 252 73 00
Fax: +34 91 563 01 15
www.initec.es
SOCIEDAD IBERICA DE CONSTRUCCIÓN
ELÉCTRICA (SICE)
Pol. Ind. Alcobendas
c/ Sepúlveda, 6
28108 Alcobendas (Madrid)
Tel: +34 91 623 22 00
Fax: +34 91 623 22 03
URBASER
CLECE, S.A.
Avda. Tenerife, 4-6
28700 San Sebastián de los Reyes
Madrid
Tel: +34 91 583 30 00
Fax: +34 91 583 37 04
www.urbaser.com
Pradillo, 5 (Local comercial)
28002 Madrid
Tel: +34 91 745 91 10
Fax: +34 91 745 91 20
Informe Anual 2002
PUBLIMEDIA, SISTEMAS PUBLICITARIOS
TÉCNICAS MEDIOAMBIENTALES,
TECMED, S.A.
c/ Albasanz, 16 - 1º
28037 Madrid
Tel: +34 91 121 80 00
Fax: +34 91 304 15 22
www.tecmed.es
Fernando Rey, 3
Ciudad de la Imagen
28220 Pozuelo de Alarcón (Madrid)
Tel: +34 91 512 03 33
Fax: +34 91 512 04 73
www.publimedia-sp.com
DRAGADOS CONCESIONES
DE INFRAESTRUCTURAS, S.A.
DRAGADOS S.P.L.
Lagasca, 88 – 2ª
28001 Madrid
Tel: +34 91 436 27 00
Fax: +34 91 578 28 46
CONTINENTAL AUTO, S.L.
Avda. de América, 9 – A
Intercambiador de Transportes
28002 Madrid
Tel: +34 91 745 63 10
Fax: +34 91 563 39 59
www.continental-auto.net
Avda. de Tenerife, 4 – 6
28700 San Sebastián de los Reyes
(Madrid)
Tel.: +34 91 583 30 00
Fax: +34 91 583 37 89
INVERSORA DE INFRAESTRUCTURAS,
S.A. (INVINSA)
Avda. de Tenerife, 4 – 6
28700 San Sebastián de los Reyes
(Madrid)
Tel.: +34 91 583 30 00
Fax: +34 91 583 37 89
ACS GROUP
ANNUAL REPORT
2003
CONTENTS
Grases Viaduct (Asturias)
1
LETTER
FROM THE CHAIRMAN
6
2
THE ACS GROUP
2.1. Management Bodies
2.2. Corporate Strategy
2.3. Activity Report
4
8
10
16
19
2.3.1. Construction
19
2.3.2. Industrial Services
26
2.3.3. Services and Concessions
36
3
ECONOMIC AND FINANCIAL
INFORMATION
44
3.1. Management Report
of the Consolidated Group
46
3.2. Annual Consolidated
Financial Statements
for 2003
64
3.3. Auditors’ Report
on Consolidated
Financial Statements
142
3.4. Historical Evolution
144
3.5. Stock Market Information
146
4
SOCIAL RESPONSIBILITY
148
4.1. Human Resources
150
4.2. Research and Technological
Innovation
154
4.3. Quality
159
4.4. Environmental Strategy
160
4.5. The ACS Foundation
162
5
CORPORATE GOVERNANCE
IN THE ACS GROUP
166
5.1. Ownership Structure
168
5.2. Management Structure
171
5.3. Risk Management
183
5.4. General Shareholders’
Meetings
186
5.5. Information
and Transparency
190
5
ACS GROUP
ANNUAL REPORT
2003
LETTER FROM THE CHAIRMAN
1
The performance of the different business areas was also very positive. Thus, the Construction activity, headed by the
company born from the imminent merger of the subsidiary construction companies of both groups, reached an aggregated
sales figure of 5,595 million euros in 2003, 5% more than that of the previous period. This merger has placed us in the
indisputable position of market leader in Spain, not only due to the revenues, but also because of the volume of our order
book which guarantees activity for 18 months in the Spanish market.
Florentino Pérez Rodríguez
ACS Group Chairman
The Industrial Services area, formed by Cobra Group and Dragados Industrial, presented an increase in its aggregated sales
of close to 9%, thanks to the performance of both the national market and the international activities, the latter representing
31% of the total. The pro-forma turnover figure, of 3,069 million euros, led to the consolidation of our position as the
outstanding leader in the development and maintenance of energy, telecommunications and industrial infrastructures in
the Iberian and Latin American markets.
With regards to sales in the Services and Concessions area, through which the Group carries out its environmental activities,
The year 2003 was highlighted by two extraordinary events: the merger of ACS, Actividades de Construcción y Servicios,
S.A., with Grupo Dragados, S.A., which has strengthened our position as a world reference in the infrastructure and services
sector, and the outstanding operative and financial performance of all the areas of the Group.
As you already know, the final merger of the parent companies of both groups took place on December 15. The merger
gave rise to the foremost Spanish Group dedicated to the development, construction, maintenance and operation of
infrastructures which is now among the European leaders in the sector. This merger was the culmination of a process
that started in April of 2002 through the acquisition of 23.5% of Dragados Group, and, after increasing our shareholding
by 10% through a take-over-bid in March of 2003, the merger received practically unanimous support from the respective
Extraordinary General Shareholders’ Meetings, both of which took place on October 14, 2003.
The advantages resulting from this merger are now beginning to materialize. Our leadership and competitiveness within
the sector have allowed us to increase our order book to historic levels. As a direct consequence of the integration of
both companies, we are working towards obtaining important cost savings and rationalizing our structure, which, in turn,
is contributing to the increase in profits. It is worth emphasizing the significant revaluation of our shares on the stock
exchange in the last months which is due, in part, to the elevated liquidity of our company with a capitalization of 4,586
million euros at the end of 2003.
More specifically, between April 18, 2002, when we acquired the 23.5% stake in Dragados and the end of 2003, the
share price of ACS showed an increase of 26.8%, versus the negative performance of the principal indexes of reference,
both domestic and international, over the past twenty months.
Without doubt the Group’s economic results for 2003 have contributed to this excellent trend: the figure for consolidated
pro-forma turnover surpassed 10,700 million euros which implies an increase of 7.7% against the previous year, and the
passenger transport, port and logistic services, integrated maintenance and the promotion of concessions for infrastructure
in transport, growth reached nearly 14%, the equivalent of 2,160 million euros. Subsequently, this area strengthened its
position as a field undergoing major development, representing the greatest growth prospects for the Group.
These results are a good starting point that will enable us to face our future; an attractive future in the infrastructure
sector, thanks to the opportunities that are arising both in Spain and on the international markets in which we are active.
Our wide range of products and services that are supported by excellent technical and human resources, our reinforced
competitive position, the solid financial base of our balance sheet, and in particular, our corporate culture based on
leadership, operational efficiency and client service, are sufficient qualities to take on, with guaranteed success, the new
opportunities that will be generated through the consolidation of our merger process.
Special mention needs to be made of the outstanding measures adopted in relation to the corporate governance of the
company, reflected in the transparency, ethical behaviour and rigorous professionalism that have always characterized all the
actions of the ACS Group. Among these measures are the approval of the Rules regarding the Stock Market, the Rules of
the Board of Directors and the proposal of the Rules for the General Shareholders Meeting, all of which are included in the
Annual Report of Corporate Governance recently published, the main contents of which are summarized in this Report.
Before finishing, I would like to mention the recent and dramatic terrorist attacks of March 11 in Madrid which caused such
a great impact in our country, and which our organization suffered directly through the loss of four employees: Cipriano Castillo
Muñoz, Juan Miguel Gracia García, Mª del Carmen López Pardo and Jesús Utrilla Escribano. On behalf of the Board of Directors
and myself, I would like to express our solidarity with, and heartfelt condolences to all their families, relatives and close friends.
Finally, once again, I want to reiterate my most sincere gratitude to our shareholders, clients and employees for the
confidence shown in our Group which we hope to continue to deserve in this new and exciting project.
pro-forma net profit grew by 16.5% accounting for 380 million euros. In addition, the Group obtained a pro-forma gross
profit figure of 932 million euros, 16% more than last year, confirming the Group’s great capacity to create cash flows.
This noteworthy capacity is what has allowed us to continue an active strategy on investments that involved 543 million
euros during 2003. It has also allowed us to maintain the Group’s solid financial base showing a net debt with recourse
with a balance of 914 million euros as of December 31, 2003. This balance was presented after the redemption of 35%
of Dragados capital share, equivalent to more than 1,300 million euros.
6
7
ACS GROUP
ANNUAL REPORT
2003
THE ACS GROUP
2
Nuevos Ministerios subway station, Madrid
2
THE ACS GROUP
2.1. Management Bodies
2.1.1. Board of Directors
2.1.2. Management Committee
2.1.3. Management Team
2.2. Corporate Strategy
2.3. Activity Report
2.3.1. Construction
2.3.2. Industrial Services
2.3.3. Services and Concessions
8
9
ACS GROUP
ANNUAL REPORT
2003
2.1. Management Bodies
2.1
2
THE ACS GROUP
10
MANAGEMENT BODIES
2.1.1. Board of Directors
Mr. Florentino Pérez Rodríguez
Chairman and CEO
Civil Engineer
Chairman and CEO of ACS Group since 1992
Member of the Board of Directors of ACS Group since 1989
Mr. José María Loizaga Viguri
Member of the Board of Directors
Economist
Member of the Board of Directors of ACS Group since 1989
Chairman of Mercapital Servicios Financieros
Chairman of Cartera Hotelera
Vice Chairman of Zardoya Otis
Vice Chairman of Banco Urquijo
Mr. Isidro Fernández Barreiro
Member of the Board of Directors
Industrial Engineer
Member of the Board of Directors of ACS Group since 2003
CEO of Corporación Financiera Alba
Member of the Board of Directors of Banca March
Member of the Board of Directors of Prosegur
Mr. Julio Sacristán Fidalgo
Member of the Board of Directors
B.S. in Chemistry
Member of the Board of Directors of ACS Group since 1998
Mr. Antonio García Ferrer
Executive Vice Chairman
Civil Engineer
Member of the Board of Directors of ACS Group since 2003
Member of the Board of Directors of Abertis Infraestructuras
Member of the Board of Directors of Inmobiliaria Urbis
Dr. José María Aguirre González
Member of the Board of Directors
Doctorate in Civil Engineering
Member of the Board of Directors of ACS Group since 1995
Chairman of Banco Guipuzcoano
Member of the Board of Directors of Acerinox
Member of the Board of Directors of Siemens España
Dr. Joan-David Grimà i Terré
Member of the Board of Directors
Doctorate in Economics and Business Studies
Member of the Board of Directors of ACS Group since 2003
General Manager of Santander Central Hispano
Vice Chairman and CEO of Auna
Member of the Board of Directors of Antena 3, TV
Mr. Javier Monzón de Cáceres
Member of the Board of Directors in representation of Comercio
y Finanzas, S.A.
B.A. in Economics
Member of the Board of Directors of ACS Group since 2003
Chairman of Indra
Mr. Pablo Vallbona Vadell
Vice Chairman
Naval Engineer and MBA from the IESE
Member of the Board of Directors of ACS Group since 1997
Executive Vice Chairman of Banca March
Vice Chairman of Corporación Financiera Alba
Vice Chairman of Abertis Infraestructuras
Mr. Agustín Batuecas Borrego
Member of the Board of Directors
Civil Engineer
Member of the Board of Directors of ACS Group since 1999
Chairman and CEO of Continental Auto
Mr. Pedro López Jiménez
Member of the Board of Directors
Civil Engineer
Member of the Board of Directors of ACS Group since 1989
Chairman of Terratest
Member of the Board of Directors of Lingotes Especiales
Mr. Javier Echenique Landiríbar
Member of the Board of Directors in representation of Imvernelin
Patrimonio, S.L.
B.A. in Economics
Member of the Board of Directors of ACS Group since 2003
Member of the Board of Directors of Telefónica Móviles
Member of the Board of Directors of Uralita
Mr. Miguel Blesa de la Parra
Member of the Board of Directors
Lawyer. Tax Inspector
Member of the Board of Directors of ACS Group since 2003
Chairman of Caja de Ahorros de Madrid
Vice Chairman of Iberia Lineas Aéreas España
Member of the Board of Directors of Endesa
Chairman of the Fundación General de la Universidad Complutense
de Madrid
Mr. Santos Martínez-Conde Gutiérrez-Barquín
Member of the Board of Directors
Civil Engineer
Member of the Board of Directors of ACS Group since 2001
General Manager of Corporación Financiera Alba
Member of the Board of Directors of Acerinox
Mr. Manuel Delgado Solís
Member of the Board of Directors in representation of Percacer S.A
B.S. in Pharmacy. Lawyer
Member of the Board of Directors of ACS Group since 2003
Dr. Álvaro Cuervo García
Member of the Board of Directors
Doctorate in Economics. Professor of Business Economics
Head of the Department of Business Organization of the Universidad
Complutense de Madrid
Member of the Advisory Board of Privatizations
Member of the Board of Directors of ACS Group since 1997
Member of the Board of Directors of Krupp Thyssen Industrie Group
Member of the Board of Directors of SONAE Industria
Mr. Miquel Roca i Junyent
Member of the Board of Directors
Lawyer
Member of the Board of Directors of ACS Group since 2003
Secretary of the Board of Directors of Abertis Infraestructuras
Secretary of the Board of Directors of Banco de Sabadell
Mr. José Luis del Valle Pérez
Secretary General and Member of the Board of Directors
Lawyer and State Attorney
Member of the Board of Directors of ACS Group since 1989
Chairman of Continental Industrial del Caucho
Member of the Executive Committee
Member of the Audit Committee
Member of the Compensation Committee
11
ACS GROUP
ANNUAL REPORT
2003
2.1. Management Bodies
2
THE ACS GROUP
2.1.2. Management Committee
Chairman
Vice Chairman
Secretary
General
Construction
Corporate General
Manager
Industrial
Services
Services
and Concessions
Mr. Florentino Pérez Rodríguez
Chairman and CEO
Born in 1947. Civil Engineer.
Although Mr. Pérez started his career in the private sector, he held different posts in the Public Administration between
1976 and 1982 when he was General Manager of Transport Infrastructures in the Ministry of Transport, as well as
Chairman of IRYDA in the Ministry of Agriculture. In 1983, he returned to the private sector as top executive of
Construcciones Padrós, S.A., of which he was one of the main shareholders. In 1992 Mr. Pérez was appointed as
the Chairman of OCP Construcciones, S.A., which was the company that resulted from the merger of Construcciones
Padrós, S.A. and OCISA. Therefore he has been the Chairman and CEO of the ACS Group since 1992.
Mr. Antonio García Ferrer
Executive Vice Chairman
Born in 1945. Civil Engineer.
Mr. García started his career in Dragados y Construcciones, S.A. in 1970. After assuming various positions of
responsibility in the construction company, in 1989 he was appointed Regional Manager for Madrid. Then in
1998 he was placed at the head of the building Business and in 2001 he took over the Industrial and Services
Divisions. In 2002 Mr. García was appointed as the Chairman of Grupo Dragados, S.A., and in December 2003
he became the Executive Vice Chairman of the ACS Group.
Mr. Ángel García Altozano
Corporate General Manager
Born in 1949. Civil Engineer and MBA, University of Dayton.
Mr. García started his professional career in the construction sector. He was General Manager of the Instituto
Nacional de Industria (INI) and President of Bankers Trust for Spain and Portugal. In 1997 he joined the ACS
Group as Corporate General Manager, with responsibility over the economic-financial areas, corporate
development and financial shareholdings.
12
Mr. José Luis del Valle Pérez
Secretary General
Born in 1950. Lawyer and State Attorney.
From 1974 until 1983 Mr. del Valle held various positions in the Public Administration and was a member of
the Parliament from 1979 to 1982 and Deputy Secretary of the Ministry of Territorial Administration. He has
been a member of the Board of Directors of the ACS Group since 1989 and has been the Secretary General
to the Board of Directors since 1997.
Mr. Marcelino Fernández Verdes
Head of the Construction Area
Born in 1955. Civil Engineer.
Mr. Fernández joined the Group in 1987 and was appointed General Manager in 1994. In 1998 he took on
the role of Managing Director of ACS Proyectos, Obras y Construcciones, S.A., and in 2001 was appointed
Chairman of the company. From 2002 he took on the responsibility of the Construction Area of the ACS
Group.
Mr. Ignacio Pérez Rodríguez
Head of the Industrial Services Area
Born in 1952. Civil Engineer.
After initiating his professional career in the construction sector, Mr. Pérez held several relevant management
posts in Control Presupuestario and Bancoval, until 1991, when he joined the ACS Group as Chairman of
Semi. He was named Managing Director of Grupo Cobra in 1997. At present he is directing the Industrial
Services Area of the ACS Group.
Mr. Demetrio Ullastres Llorente
Head of the Services and Concessions Area
Born in 1945. Civil Engineer.
Mr. Ullastres joined Grupo Dragados in 1969, and has carried out his entire professional career within the
company where he has been head of the building activity, Manager of Civil Engineering, International Director,
Chairman of Dragados Industrial, Chairman of Dragados Construcción and General Manager of Grupo Dragados
in charge of Concessions and Construction. He is currently responsible for the Services and Concessions Division
of the ACS Group.
13
ACS GROUP
ANNUAL REPORT
2003
2.1. Management Bodies
2.1.3. Management Team
2
ACS, Actividades de Construcción y Servicios
Dragados
ACS Industrial Services
ACS Services and Concessions
Mr. Florentino Pérez Rodríguez
Chairman and CEO
Mr. Marcelino Fernández Verdes
Chairman and CEO
Mr. Ignacio Pérez Rodríguez
Chairman and CEO
Mr. Demetrio Ullastres Llorente
Chairman and CEO
Mr. Antonio García Ferrer
Executive Vice Chairman
Mr. Juan Ernesto Pérez Moreno
Executive Assistant to the Chairman
Mr. José Alfonso Nebrera García
General Manager
Mr. Juan Galvañ Morante
Secretary General
Mr. Ángel García Altozano
Corporate General Manager
Mr. Luis Nogueira Miguelsanz
Secretary General
Mr. José Romero de Ávila González-Albo
Secretary General
Mr. José Luis del Valle Pérez
Secretary General
Mr. José María López Piñol
Civil Engineering Manager
THE ACS GROUP
Mr. Ricardo Martín de Bustamante
Civil Engineering Manager
Mr. Gonzalo Gómez Zamalloa
Building Manager
Mr. Antonio Cortés Sánchez
International Manager
Mr. Octavio del Real Sánchez
Subsidiary Companies Manager
Mr. Maximiliano Navascués Redondo
Contracting Manager
Mr. Alfonso Costa Cuadrench
Technical Services Manager
Mr. Manuel Pérez Beato
Chairman and CEO of Vías y Construcciones
Mr. Antonio Alfonso Sánchez
General Manager of Vías y Construcciones
Mr. Rafael Valero Sin
CEO of Tecsa
Mr. Enrique Pérez Rodríguez
CEO of Cogesa
14
Services
Mr. Luis Janini Tatay
Vice Chairman
Cobra Group
Mr. Eugenio Llorente Gómez
CEO of Cobra
Mr. José Naranjo Hiraldo
CEO of Urbaser
Mr. Daniel Vega Baladrón
CEO of SEMI and MAESSA
Mr. Javier Polanco Gómez-Lavín
CEO of Tecmed
Mr. Juan Agustín Sánchez Bernal
Chairman and CEO of ETRA, API and IMES
Mr. Juan Carlos Pery Paredes
CEO of Dragados SPL
Mr. José Reis Costa
Chairman and CEO of CME
Mr. Agustín Batuecas Torrego
Chairman and CEO of Continental Auto
Dragados Industrial
Mr. Cristóbal Valderas Alvarado
CEO of Clece
Mr. Lorenzo Díaz Revenga
Chairman and CEO
Concessions
Mr. Alberto Sicre Díaz
General Manager of CYMI
Mr. Jaime Álvarez López
Chairman
Mr. Mateo Rodríguez Sánchez
General Manager of Ingeniería Industrial y Plantas
Mr. Víctor Revuelta García
General Manager
Mr. Pedro Ascorbe Trian
General Manager of Dragados Off-Shore
Mr. Manuel García Buey
General Manager
Mr. Juan Enrique Ruiz
General Manager of Sistemas
Mr. Francisco Fernández Lafuente
General Manager
Mr. Antonio Benítez Vilches
General Manager of Masa
15
ACS GROUP
ANNUAL REPORT
2003
2.2. Corporate Strategy
2.2
CORPORATE STRATEGY
The year 2003 has been decisive for the ACS Group. The merger with Grupo Dragados has created a national leader of
European dimensions, positioning the Company as a world reference in the promotion, development, construction and
management of infrastructures and services of all types. Our success is based on an efficient organization and a dynamic,
enterpreneur management team following a strategy focused on maximizing profits for our shareholders.
2
THE ACS GROUP
The management of the new Group maintains the course that both Groups shared:
- A corporate culture centered on satisfying the needs of the client.
- Competitive advantages based on the high quality of our human resources, excellent technology and constant innovation
in each project.
- A permanent effort to increase profitability for the shareholder.
Strategic Vision
The ACS Group is leader in the business of promoting, building and managing infrastructures and services. This vision is
based on the vocation for developing the societies where the Group is present and strives to increase their well-being and
sustainable growth through new projects, by means of:
Barajas Airport, Madrid
- The development of infrastructures which includes a wide range of activities such as civil works, industrial
installations, energy plants, telecommunication systems, treatment and purification plants, etc.
- Services offered in the fields of integral management of urban and industrial infrastructures and logistics.
This wide range of products developed by the ACS Group in the construction, applied engineering, services and concessions
markets share the same vocation of client service and strategic values, which are summarized by the solid management
of know-how that we have obtained through experience, the mutual trust achieved with our clients and the constant quest
for profitability of the resources managed.
Strategic Objectives
The strategic vision of the ACS Group is backed by the following clearly defined objectives that pursue sustainable growth:
To reinforce leadership in the development of infrastructures in the markets in which we are active
- Through the culture of a contractor focused on serving our clients with whom we share a mutual trust acquired over the
years and resulting in the capacity to quickly adapt to their current needs and future requirements.
- As a result of competitive advantages due to our outstanding human resources that guarantee the quality of our work,
to the excellent techniques of our processes and to our continued training policies. All this makes it possible to offer the
greatest innovation for each project that we carry out or service that we provide.
To satisfy our clients needs
- Maintaining our high standards of quality, safety and reliability in the numerous products and services that we provide
with the objective of promoting stability and guaranteeing the recurrence of revenues.
- Increasing the number of products and services we offer in order to further diversify our order book while reducing
exposure to the economic cycles of some markets.
- Expanding our client base through continued commercial effort in new markets.
To optimise the profitability of the resources that we manage
- Through the improvement of operational and financial efficiency, offering attractive profitability on capital invested.
- Applying rigorous investment criteria in accordance with our expansion and growth strategies.
- Maintaining a solid financial structure that helps to obtain resources at a low cost.
- Offering an attractive dividends policy which is sustainable over long term.
Francia Tower, Valencia
16
17
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
To improve the society in which we live
2.3
ACTIVITY REPORT
- Contributing to its economic growth, whether directly through the wealth generated by our activities and the promotion
of investment and employment, or indirectly through the improvements provided by the infrastructures that we develop.
- Improving social well-being through the creation of dignified work that is compensated fairly.
2
THE ACS GROUP
- Respecting the environment and culture in each of the activities carried out by the Group following the recommendations
of the main national and international institutions.
2.3.1. Construction
The ACS Group has been consolidated as the indisputable leader in the construction business in Spain, having invoiced 5,595
million euros in 2003. This leadership is clearly shown in the civil works field where it maintains a privileged position and which
represents over half of the Group’s construction activity.
Strategic Values
Experience
Turnover by activities:
Over the past 60 years the companies of the ACS Group have developed and incorporated the technical and human capacities
necessary to maintain and increase competitive advantages in markets that have become more and more specialized.
This permanent knowledge management is a sample of the commitment acquired with our clients so that we can offer them
a quality service that incorporates the newest techniques in the different activities carried out by the Group.
8%
Civil works
13%
Non-Residential building
53%
The combination of mature businesses that require experienced management and new businesses in which new technologies
are applied in the design, construction and execution of projects, gives shape to the base of the accumulated experience of
26%
Residential building
International
our professionals and management that makes up one of the most valuable assets of our Group.
As a result, the ACS Group has a greater capacity for offering integral solutions in Spain and in those international markets
where our clients are present.
Trust
It is precisely in the civil works area where we offer the best added value to our clients, mainly to the Spanish Government,
and where our size gives us a differentiating advantage.
The long term relationships that we maintain with our clients, based on the trust acquired over the years and on the mutual
knowledge, facilitate our ability to quickly adapt to their needs and requirements.
Without a doubt, the reason for this mutual trust is the dynamism and flexibility offered by our organization that makes it
possible to increase the efficiency of our operations while taking maximum advantage of the commercial potential and
productivity of each division. This reality, together with an appropriate cost structure, increases the competitiveness of our
companies and guarantees our clients a result that fully satisfies their requirements.
Profitability
From the industrial point of view of each line of business as well as from a corporative perspective, our future is based on
the profitability that we are capable of generating from the resources that we manage while applying an active risk control
policy.
This concept is established throughout the organization and forms part of our corporate culture guaranteeing a strategic coherence
in all the Group’s activities while permitting an objective and reliable evaluation of the management activities carried out.
Tunnel under the Villaviciosa Estuary (Asturias)
18
19
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Breakdown of Domestic Civil Works Turnover:
Breakdown of Domestic Turnover by Client Profile:
Highways and roads
25%
36%
Central Administration
Regional Administration
Hydraulic works
2
39%
42%
21%
THE ACS GROUP
12%
Local Administration
Railways
Other civil works
Private Clients
8%
17%
Organization Structure
Construction is a key business for the ACS Group, as much for its influence on the positive projection of our organization in
The companies ACS Proyectos, Obras y Construcciones, S.A. and Dragados Obras y Proyectos, S.A. (DOPSA) are in a merger
Spain and abroad as for its capacity to generate financial resources.
process that will give way to a new leader in the construction industry under the name of Dragados, S.A. This new company
The Group’s construction activity maintains high levels of profitability as a result of a focused strategy regarding cost controls
will be formed of various companies that develop specialized activities and products:
and the application of a commercial policy focused on large construction projects with high added value and specialization
Construction
requirements.
One of the keys to this achievement is the close relationship that the Group maintains with its clients. This is demonstrated
Dragados
through the quality of the services provided and long term commitment which make it possible to constantly offer efficient
services and anticipate future needs with the intention of covering all the areas of activity that the client is interested in
(100%)
(98%)
developing.
General contractor, leader in railway works
Civil Works and building construction in Venezuela
(100%)
(63%)
Specialist in projects that require specific technology: bridges, marine works,
special structures, water and waste treatment plants
Construction and operation of road concessions in Argentina
(50%)
(50%)
Specialist in dredging projects, beach regeneration, etc.
Civil works and building construction in Portugal
(100%)
(50%)
A leading specialist in railway works. TECSA also works as a general contractor
in the Basque region where the company has its roots
Construction in Brazil, mainly civil works
(100%)
Special foundations, earth moving, engineering, inspection and structural diagnosis
and restoration of buildings and monuments
(100%)
Property management and development
National Highway N-I in Condado de Treviño (Burgos)
20
21
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Strategic Objectives
- Betxi-Borriol highway in Castellón.
The objectives of the construction activity are aimed towards maximizing the profits of our projects. In this sense, and thanks
- Navalmoral highway in Cáceres.
to our competitive advantages, the following are our basic strategic targets:
- Highway between Ciudad Real and Atalaya del Cañavate.
- To maintain a growth rate that permits a sustained increase in profits, directed towards seeking profitability from large projects
with a high value added concept due to the specialization that is entailed.
2
THE ACS GROUP
- Selective international expansion, through concessionary projects or in countries where we have a stable presence.
- North access to Ferrol through the prolongation of the A-9 motorway.
- Fourth lane on the Montmeló-Papiol highway in Barcelona.
- Vigo by-pass.
Activity in 2003
- Tunnel on María de Molina Street in Madrid.
Civil Works
The most relevant projects carried out on international markets were:
Dragados, S.A., as the Group’s head company in the construction sector, participates in all the infrastructure plans carried out
- Santiago-Valparaíso toll road in Chile.
in Spain. Its presence is noteworthy in the construction of important highway projects, motorways, roads, marine works,
- North-south motorway in Santiago de Chile.
hydraulic works, metropolitan infrastructures, airports, ports, etc.
- A-13 Thames Gateway motorway in England.
The magnitude of these civil engineering projects demands a solid structure of resources and technology. Dragados, S.A. offers
this structure, in addition to a demanding subcontracting policy that results in a more integrated production. As a result, the
- A-1 Darrington-Dishford motorway in England.
- Platinum Corridor toll road in South Africa.
meeting of deadlines is guaranteed, as are the maximum levels of quality and safety.
In the railroad sector, which includes high speed, interurban and metropolitan projects, the following merit mention:
In the past year there have been very relevant projects in motorways and roads, of which the following stand out:
- Construction of various sections between Madrid and Valladolid of the AVE high-speed line to north and northeast Spain,
- Toll trunk motorways R-2, R-3 and R-5 as well as the M-50 ring road in Madrid.
- Toll road from Santiago to Alto Santo Domingo in La Coruña.
- Highway from Levante to France via Aragón.
- Ring road in Las Palmas de Gran Canaria.
- Highway from Cantabria to Meseta.
- Sax-Castalla highway in Alicante.
- Montagut-Olot highway in Gerona.
High speed lanes in Cambados (Pontevedra)
22
- Highway between Santa Cruz Tenerife and San Cristóbal.
including the construction of the double tunnel in Guadarrama, Madrid.
- Construction of various sections of the AVE high-speed line between Córdoba and Málaga.
- Building of various sections between Lérida and Barcelona of the AVE line joining Madrid, Barcelona and the French Border.
- New high speed line from Madrid to Toledo.
- Construction of various sections of subway of Metrosur in Madrid.
- Building of two sections of the new Line 9 of the Barcelona subway.
- Local train between Vélez and Málaga.
High speed train between Madrid and Barcelona
23
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Within the group of hydraulic infrastructures, coasts and ports, the most significant works carried out are:
2
THE ACS GROUP
- Regarding health centers and hospitals:
- Yesa Resevoir, Navarra.
- New La Fe Hospital in Valencia.
- Lodosa Canal, Navarra.
- Renovation work on the San Pedro Hospital in La Rioja.
- Water Treatment Plant in Baix Llobregat, Barcelona.
- New hospital in Lugo.
- Montijo Canal, Badajoz.
- O’Donnell Maternity Hospital in Madrid.
- Wharves at Aviles Port, Asturias.
- Maternity-Infants Hospital in Las Palmas Gran Canaria.
- Water storage facilities for Canal de Isabel II on Avenida de Filipinas, Madrid.
- Juan Canalejo Hospital in La Coruña.
- Construction of Hayovel Port in Tel Aviv (Israel).
- Renovation work on the María Ana Hospital in Madrid.
- Rehabilitation and construction of health centers in Uganda.
The most significant airport works include:
- New terminal, satellite building, car park and accesses to Barajas Airport, Madrid.
- Runway 15L-33R in Barajas Airport, Madrid.
- New runway 07R-25L and taxiways for the El Prat Airport, Barcelona.
In administrative buildings for offices and industries:
- Trade fair, Valencia.
- Court houses in Valencia and Castellón.
- El Corte Ingles shopping centre in Sanchinarro, Madrid.
Building
- New head offices of the Santander Central Hispano Bank in Boadilla, Madrid.
This activity involves the construction of non-residential, commercial, health, educational, administrative, cultural and sports
- Biomedical Park in the duty-free zone of Barcelona.
buildings, as well as dwellings and the restoration of unique buildings.
- The Repsol Centre in Móstoles, Madrid.
- Centre of Biomedicine for the Biomedicine Research Foundation of Valencia.
In non-residential buildings, the ACS Group participates in numerous public and private projects, of which the following stand out:
- In the construction of cultural buildings and sports complexes:
- Enlargement of the National Museum Centre of Art Reina Sofía, Madrid.
- Enlargement of the Prado Museum, Madrid.
- “Rockodromo” multi-purpose pavilion, Madrid.
The ACS Group continues to carry out residential building construction projects for public clients, most of which are
state subsidized, and for private clients located in larger cities, residential zones and tourist destinations throughout Spain.
- Theatres of Canal de Isabel II, Madrid.
- Villa Cultural de Prado, Valladolid.
- Finishing works at the Gran Canaria Stadium.
- Sports complex in Alcobendas, Madrid.
The Guitiriz Hotel after restoration (Lugo)
24
Court House, Valencia
25
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
2.3.2. Industrial Services
The high level of competitiveness of the Group’s Industrial Services area is based on the quality of the many services offered
The ACS Group participates throughout the entire value chain of Industrial Services in the areas of energy, communications
and control systems, offering promotion, engineering and installation services in addition to maintenance. Our extensive
experience places us in a leading position within the sector in Spain, Portugal and Latin America, reaching a turnover of
3,069 million euros in 2003 and outstanding out as:
2
THE ACS GROUP
- Main supplier of the energy operators for the development and maintenance of installations to generate and distribute
electric power.
and the in-depth knowledge of the needs of our clients, who are mainly governmental entities and industrial companies. Thanks,
therefore, to our high technical qualifications and capacity for integrating processes, as well as our business diversification and
extensive geographical coverage, the Group offers integral solutions, anticipating the future services that might be required
by our clients.
Organizational Structure
The activities in this area are carried out through two parent companies, Cobra Group and Dragados Industrial:
- World reference in the construction of offshore platforms.
- Significant agent in the development and maintenance of technological systems related to telecommunications, road
Industrial Services
and rail traffic and industrial control.
- Leader in various other fields related to engineering, installing and maintaining industrial infrastructures such as
thermodynamic and mechanical installations, road maintenance, hospital installations, etc.
Cobra Group
Dragados Ind.
These services fall into five areas: distribution networks, energy projects, telecommunications, control systems and industrial
systems.
Auxiliary Services to electricity, gas, and water, communications and railroad distribution
companies; installations and assemblies in the specialized areas of mechanical, electrical,
air conditioning, instrumentation and security control systems; studies in and projects
related to these areas
Turnover by activity:
Electrical installations and instrumentation, air conditioning, energy transmission lines,
railroad electrification, airport installations, electrical substations, design and construction
of electrical control panels, booths and motor control centers and security installations
Distribution Networks
27%
14%
10%
25%
Telecommunications
24%
Building of offshore platforms, modular plants, large equipment parts
and metal structures
Energy Projects
Design, installation and maintenance of urban and interurban traffic control
systems and public street lighting
Industrial maintenance, mechanical assembly and gas pipelines
Control Systems
Industrial Services
Maintenance and installation of electrical networks, particularly in the railroad sector
Engineering and construction of industrial plants
Maintenance, assembly, installations and services in the mechanical, electrical,
instrumentation and system control specialties
Engineering and execution of projects in fields related to energy
Public street lighting services, building maintenance, booths, fountains, electrical installations
and works (landfills, sewage pipes)
Engineering, installation and maintenance of traffic systems, instrumentation,
public street lighting and toll systems
Road safety: integral road signaling, conservation and maintenance of roads
and consultancy and technical assistance
Promotion, construction, exploitation and maintenance of wind plants
Traffic control room in Valladolid
26
27
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Strategic Objectives
The solid basis for growth with which we face the future will allow us to optimize our profitability by applying a strict criterion
for selecting new projects based on their potential for creating added value. For this reason, we have established the following
well defined objectives:
- To continue leading the growth of the sector during the next years.
2
- To improve productivity through growth in those services that offer higher added value, maintaining a strict cost control
policy.
THE ACS GROUP
- To apply a policy of geographical expansion with a strict profitability criterion.
- To invest in the promotion of new technology intensive businesses, such as renewable energies.
Our leadership position, the result of our elevated technical qualifications, our extensive geographic presence and the business
dynamism of our Group, gives us the competitive advantages necessary to face these challenges successfully.
Activity in 2003
Distribution Networks
This activity is backed by more than 50 years of experience and guaranteed by the know-how developed over these years and
Electrical substation
the high quality service provided. This has placed the Group in the indisputable position of leader in this business based on a
strong specialization in products and geographical areas. One of the most important competitive advantages is the constant
networks. Additionally, supply and waste collection systems have been built and maintained as well as pumping and treatment
innovation in assembly techniques and the incorporation of specialized machinery, which, in many cases is of in-house design
stations and facilities. Of these activities, the following projects are noteworthy:
and construction.
In the distribution of gas, the Group offers a wide range of services, the most outstanding being the commercialization and
- The Seville-Córdoba gas pipeline, consisting of duplicating the part of the natural gas supply line between Huelva and
Madrid.
installation of gas networks in cities and towns, the construction and maintenance of all types of networks, the construction
- Renovation of the natural gas distribution network in Seville using new polythene piping.
of receiving installations, the reading of meters, the building of control and measuring stations and the digitalization of
- Framework construction contract for medium pressure, natural gas networks throughout Spain.
- Commercialization and construction of gas and heating installations in areas under expansion and saturation throughout
Spain.
- Assembly and maintenance of LP gas installations, handling emergencies and client service in Lima, Peru.
- Emergency works and breakdowns of the Canal de Isabel II water distribution network in Fuenlabrada, Madrid.
In the electric power field, the Group maintains its leadership by performing jobs such as engineering, supplying, installing,
putting into service and maintaining power lines, distribution networks, substations and public street lighting systems. Furthermore,
the Group is pioneer and leader in integrated electrical maintenance and conveyance lines, distribution and voltage substations,
as well as substations at all voltage transformation points.
In the domestic market, the following projects should be pointed out:
- 27 kilometres of overhead lines for 400kv in Olmedilla-Romica, 12.3 kilometres for 220kv in Vimianzo-Mazaricos and
17.3 kilometres for 220kv in Ameizeiras-Cando, all in the Galicia region.
- 400 kilometres of high voltage 400/20/132 and 66kv optical fiber overhead lines located throughout Spain.
- The burial of high voltage lines in various cities, of which 12.1 kilometres of double circuit 400kv line in the Barajas Airport
expansion project in Madrid and 220kv and 132kv lines in Mazarredo de Basauri-Asúa, Tomeza-Lourizan Substation, and
in the Substation Grela-Port are noteworthy.
In the international market, high voltage line installation projects performed in Mexico, Brazil, Mauritania and the Dominican
Republic should be mentioned. In addition, maintenance contracts were signed for lines in Chile and Abu Dhabi.
Desalination plant
28
29
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Energy Projects
Through this division, the Group offers a variety of products under turnkey contract that include electrical installations such
as substations and transformation centers for generating, conveying and distributing power and solutions for large consumers,
as well as the execution of important projects like combined cycle power plants, desalinization plants, crude oil extraction
platforms, thermal power stations, co-generation plants, etc. The following projects that were developed in 2003 are noteworthy:
2
THE ACS GROUP
- Combined cycle power plants in Castejón (Navarra), Santurce (Bilbao), Amorebieta (Bilbao), Cartagena (Murcia), Castellón
(Valencia), Castelnou (Teruel) and Aceca (Toledo).
- Refrigeration for the general project of the combined cycle power plant in Campo de Gibraltar in San Roque (Cádiz).
- Regasifying Plant in Sagunto (Valencia).
- AKAL L compression and production platform in the Gulf of Mexico.
- Natural gas liquidizing plant for the complex on the Melkoya Island in Barents Sea, 140 kilometres northwest of Hammerfest,
Norway.
It is worth noting our growing presence in the renewable energy field through the promotion of the construction and
operation of wind farms under turnkey contract. The following are of interest:
- Requeixo in As Somozas, La Coruña.
- Serra de Outes in Mazaricos, La Coruña.
- Raposeras in Calahorra, Logroño.
Telecommunications system
Telecommunications
This area includes all the works related to engineering, developing, installing and maintaining networks and technical equipment
of landline, mobile and wireless telephony for the subscribers’ local loop and optical fiber, as well as radio link-up, microwave
systems and made-to-measure telecommunication systems, among others.
- El Perul in Villadiego, Burgos.
Over the past years, the Group has worked with the most important agents in the industry, the national telecommunication operators
- El Perul in Urbel del Castillo, Burgos.
and many of their subsidiaries in Latin America, as well as the technical suppliers of the sector. These relations have created a high
- La Lastra in Huérmeces, Burgos.
level of specialization, allowing us to offer a growing range of more advanced services with an increasing added value.
- Ecovent II in Tortosa, Tarragona.
- Ortiga in Castanheira de Pera, Portugal.
Additionally, 149 wind turbines have been installed and commissioned at various wind farms in Spain and abroad on behalf
of third parties.
The following are the most outstanding projects carried out in 2003:
- Maintenance contract for the global client loop with Telefónica.
- First deployment of mobile telephony antennae for Amena, acting as one of the two approved suppliers.
- Projects and works on DCS 1800 and UMTS network at a national level for different operators.
- Supply and installation of open frame towers for different operators, being noteworthy GIF’s project for sharing mobile
telephony infrastructures between the different operators within the range of the high speed lines.
- The standardization for the deployment of the PLC (Power Line Communications) technology for electric companies.
- Implementation of the optical fiber network in El Prat de Llobregat.
- Installation of the first 300kw patch panel in FM in Spain for split antennae.
- Radio stations for the Consorcio Nacional de Canales Privados in Colombia.
Control Systems
The Group has become the main supplier of engineering, installation and operation of control systems for the industry and
urban services. These include traffic services, public street lighting and other signaling and control systems requiring high levels
of maintenance. This guarantees a high visibility of revenues and margin stability.
The most outstanding traffic related activities include integral urban and interurban traffic regulation and control solutions,
the control of fleets of vehicles through localization systems (GPS) and the control of operations assistance resources (SAE).
Of the most important contracts carried out in 2003, the following should be mentioned:
- Dynamic signaling and traffic control system on N-323 highway between Bailén and Granada, M-607 road in Madrid and
the toll trunk motorways R-2, R-3 and R-5, as well as the M-50 ring road in Madrid.
Somozas wind farm, La Coruña
30
31
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
- Installation of SOS posts on A-231 highway from Carrion de los Condes to Osorno and between Mérida and Almendralejo
on the La Plata highway.
- Indirect management of the conservation and maintenance service for traffic lights and traffic control in Vigo and Orense.
- Construction project for the traffic light system of the trolley cars in Baix Llobregat (Barcelona).
- Maintenance of the installations and equipping of the fleet of the Municipal Transport Company of Madrid (EMT) with
2
THE ACS GROUP
SAE.
Regarding electronic signaling and access control for transportation systems and buildings as well as control and regulation
systems of various production industries, the following projects are noteworthy:
- Toll collection and control system for the R-2, R-3 and R-5 trunk motorways and their accesses to the M-50 in Madrid,
the N-1 and N-4 highways in South Africa and the North-South artery in Santiago de Chile.
- Electronic installations of medium and low voltage, special security installations in the tunnels on Maria de Molina Street
in Madrid and Monrepos in Huesca.
The installation and maintenance of public and private street lighting systems include intelligent control systems and
- Tele-control of the municipal cleaning network for La Coruña Town Council.
automatic centers as well as electronic and fluid technology for ornamental fountains. Outstanding projects last year included:
- Updating of the control panel of the boosting plant for marine deposits in the Gulf of Mexico.
- Conservation and maintenance services for public street lighting in various cities: Madrid, Barcelona, Valencia, Seville,
Málaga, Las Palmas de Gran Canaria, Santa Cruz de Tenerife, Gijón, Jerez de la Frontera, Cádiz, Vigo, Jaén, Ceuta, Telde,
Granollers, Montcada i Reixac, Coslada, Montornès del Vallès, Vall de Uixó and Valencia.
- Public street lighting on the TF-5 motorway in Tenerife and the M-50 ring road in Madrid.
- Construction and conservation of ornamental fountains of which the following stand out as emblematic symbols: the
cybernetic fountain of the Palau de la Música in Valencia and the fountain of the National Congress in Madrid.
In the services associated with hydraulic infrastructures, the following should be mentioned with respect to distribution,
cleaning, purification and information systems:
- Restoration of the Torrox Lagoon in Jerez (Cádiz).
- Water storm retention tank in Pozuelo (Madrid).
- Maintenance and operation of the “La China” water waste treatment plant and of one of the conservation zones of
the Madrid sewer system.
- Maintenance and operation of the Automatic Hydraulic Information System (SAIH) of the Tajo and Segura Hydrographic
In security and assistance systems, the special security installations at the Puerta de Atocha Train Station, the National Museum
Center of Art Reina Sofía in Madrid, and the City of the Arts and Sciences of Valencia, are particularly outstanding.
In the area of railroads, the Group carried out the design, engineering, construction, start up and maintenance of railway
systems, including high speed lines and urban transport (subways, light trains, trolley buses and streetcars), in specialties such
as electrification, signaling, rail security installations, communications, auxiliary services relevant to access controls, automatic
ticketing, mechanical stairs, street lighting, ventilation and air conditioning. In this field the following projects are noteworthy:
- Project, construction, installation and maintenance of the overhead contact line and its associated systems for the MadridZaragoza-Barcelona AVE high-speed railroad line.
- Project, supply, installation and maintenance of the installations for the security systems to detect fallen obstacles on the
tracks and interlockings and the train protection system for the Madrid-Zaragoza-Barcelona AVE high-speed line.
- Installation of last generation S3e electronic interlockings at various stations in Spain.
- Installation of the security system on the Oroso-Ordes section of the Zamora-La Coruña line.
- Control equipment for several stations of the Madrid subway system.
Basins, as well as maintenance and operation of the network of automatic warning stations pertaining to the SAICA
system in the Hydrographic Basin of the North.
Lighting system for Turia River Park, Valencia
32
Toll system equipment. R-3 and R-5 motorways (Madrid)
33
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Industrial Systems
- Installation of the new cement plan in Zafra (Badajoz).
The Group offers integral control of auxiliary services for industrial and production processes in a wide range of fields in Spain
- Assembly of equipment and pipelines at the pilot plants for obtaining tar in Trubia (Asturias) and at the detergent plant
and other countries.
in Las Torres de Cotillas (Murcia).
- Manufacture and assembly of blocks for ships in the shipyards of Seville, Gijón (Pontevedra), Sestao (Bilbao) and Fene
This activity includes applied engineering services such as installations and transformations in industrial, petrochemical and
(La Coruña).
cement plants, ships, refineries and other singular projects that need specific specialization such as cooling systems and industrial
2
air conditioning, mechanical and structural systems, etc.
One of the characteristics of this type of activity is the predominance of maintenance contracts which are generally medium
THE ACS GROUP
term and renewable. In general, installation services involve contracts of this type, which ensure recurring revenue.
Among our industrial projects, the following should be pointed out:
- Terefthalic acid and paraffin plant in San Roque (Cádiz).
- “Novolen III” polypropylene plant in Tarragona.
- Integration of lines to interconnect the heat exchangers at the refinery in Hidalgo, Mexico.
- Visbreaking and vacuum units for the La Pampilla Plant in Lima, Peru.
In the area of industrial maintenance, of the new contracts signed in 2003, the following merit mentioning:
- Annual maintenance contracts for an important part of the production units of various refineries in Gibraltar (Cádiz), La
Rábida (Huelva) and Tenerife (Canary Islands).
- Maintenance contract for mining equipment used to exploit the open pit mines of Puentes de García Rodriguez (La Coruña).
- Maintenance contract for Ford’s plant in Almusafes (Valencia).
- Integral building maintenance contracts for Grupo Auna’s head office, the head office and network of the Social Security
Administration in Barcelona, the network of branch offices of the Herrero Bank in Asturias, the University of Zaragoza
(campuses in Zaragoza, Huesca and Teruel), and various municipal buildings in Barcelona.
- Integral maintenance of the Zaragoza-Delicias AVE Train Station.
- Contract to update the fuel storage park in Madeira, Portugal.
Additionally, activities have been carried out regarding vertical and horizontal signaling and restraint systems for different
- Electrical installations and air conditioning for several buildings of which the following should be mentioned: the BSCH
Autonomous Regional Governments, the Ministry of Civil Works and the Department of Traffic to adjust vertical signaling and
Financial City in Madrid, the satellite building at Barajas Airport in Madrid, the National Museum Center of Art Reina
repaint road markings on highways and main roads in different provinces of Spain.
Sofía in Madrid, an office building on Diagonal del Mar Street in Barcelona, the Ferrara Hotel Complex in Torrox (Málaga),
a hotel in Macao (Dominican Republic), the trade fair facilities in Baracaldo, Bilbao, the Maternity Hospital on O’Donnell
Street in Madrid, the Gran Hospital of Lanzarote in Las Palmas de Gran Canaria, the shopping centers Xanadú in
Arroyomolinos (Madrid), Ociópolis in Valencia, and Ikea in Seville, respectively.
- Supply, design and mechanical assembly of new pharmaceutical product plants in Alhama (Murcia) and León.
Maintenance of health facilities
34
Underground high voltage lines
35
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
2.3.3. Services and Concessions
Strategic Objectives
The Services and Concessions area covers environmental services, port services and logistics, passenger and merchandise
transport, integral maintenance and facility management, advertising in transport infrastructures and concessions. Each
of these activities is a reference in the Spanish sector and, combined, they represent a diversified offer of high quality.
2
The Concessions area has more than 30 years of reliable experience with a solid history of creating value in the concessions
handled. This, together with our financial strength, has made our Group the first international reference in promoting, financing
and building new transport infrastructures.
There are ambitious objectives for these activities in which we maintain a clear commitment to profitable growth:
- To continue as leader of the municipal solid waste treatment sector.
- To promote the expansion of our port, logistics and passenger transportation services.
- To consolidate international activity with criteria focused on profitability.
- To stimulate new complementary business areas such as the treatment of special wastes or social health services.
Activity in 2003
Environmental Services
THE ACS GROUP
2.3.3.1. Services
The Group handles the control and treatment of urban wastes as a specialty. Its activities include street cleaning, the collection
The Services activity of the ACS Group reached a turnover of 2,157 million euros in 2003. In this sector, the Group presents
and treatment of urban solid waste through the construction and operation of treatment plants, the integral management
a multiple service offer that the new organization divides into four areas of activity: Environmental Services, Port and Logistic
of special, industrial and hospital wastes, the handling of the biogas produced, the construction and operation of clean
Services, Integral Maintenance and Scheduled Transport by Road.
points and controlled landfills and the management of the integral water cycle, all of which are carried out in Spain and
abroad. The following projects performed in 2003 are noteworthy:
Turnover by activity:
In landfills:
- The exploitation of biogas from the controlled landfill at Pinto in the larger Madrid Community has reached a continuous
Environmental Services
21%
production of 11 Mw and will reach 13 Mw when the biogas from the methane conversion plant is incorporated. Likewise,
we are starting to exploit the biogas from the Bens Landfill in La Coruña.
Port Services and Logistics
48%
7%
Passenger Transport
24%
Integral Maintenance
- The design, carrying out and operation of the project to degasify municipal waste to recover energy and the sealing and
subsequent control and maintenance of the Valdemingómez Landfill 2000 in Madrid.
- Sealing and landscaping of the landfill in Vall d’en Joan en Garraf (Barcelona).
- Sealing and recovery of the landfill sites in Porto do Son (La Coruña) and Alcalá de Henares (Madrid).
- Construction of the Besós and Mediterráneo Ecoparks for Entidad Metropolitana de Barcelona.
- Construction of various clean points (Lloret del Mar), transfer stations (Tragacete, Cañaveras, Almodóvar, Málaga, Las Palmas,
etc) and leach treatment plants (Mérida) that complement the corresponding existing installations.
Organizational Structure
Services
Company dedicated basically to scheduled passenger road transportation with
a long tradition in the field, offering regular long distance and commuter services
as well as public transportation
Environmental Services
Integral operator of the logistic chain including all of the following activities:
port handling activities, shipping agency, land, air and sea forwarding, auxiliary port
services, international multimodal combine-and-split shipping and specialized logistics.
Leader in Spain in the field of handling containers
Integral Maintenance
Company specialized in integral maintenance and facility management
activities, the preservation of natural resources, integral control of indoor
cleaning and multiple services
Companies specialized in managing and treating wastes. Their activities include street
cleaning, municipal solid waste collection and treatment by building and operating
plants, handling the biogas generated, building and operating clean points
and controlled landfills, managing the integral water cycle and the integral control
of special industrial and hospital wastes
Static and dynamic advertising in large transportation
centers and public buildings
Meruelo 3 USW treatment plant (Cantabria)
36
37
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
- Start-up of the environmental technologies park on the island of Mallorca for treating package and wrapper waste,
obtaining the biogas resulting from the organic components of municipal solid waste.
- Controlled landfill to eliminate inert waste in Madrid.
In urban solid waste treatment:
- Construction of the USW treatment plants in Cuenca, Ibiza, Lugo, and Palencia.
2
THE ACS GROUP
- Waste treatment and elimination contracts in Madrid, La Coruña and Tenerife.
- First phase of sorting and recycling materials and composting the organic portion at full capacity in the integral plant
in Cantabria.
- USW management contract in León.
- Operation of the urban waste transfer and elimination facilities in Madrid.
- Integral USW thermal treatment plants in Madrid and Mallorca.
The most important street cleaning and USW collection contracts signed in 2003 were:
- Esplugues de Llobregat, Villassar de Mar, and Sant Andreu de la Barca in Barcelona.
shipping agent, land, air and sea forwarding, auxiliary port services, combined transport, international fractionized transport
and specialized logistics.
In 2003 the Group consolidated its leadership as operator of container terminals in Spain, moving more than 2.5 million TEUs
(standard 20ft. containers), and continued its expansion abroad. In this sense the following activities are worth mentioning:
- In Spain, the company Terminales del Sudeste was founded to operate the multi-purpose terminal in Málaga and
reached an agreement with the shipping company Maersk to handle 150,000 TEUs during 2004.
- The new container terminal in Bilbao’s Port was put into service, substantially increasing the port’s activity by including
traffic from Eurofeeders and the shipping consortium Eurosal.
- Internationally, Jintang International Container Terminal Co, Ltd., was established to operate the container terminal
at Jing-Tang Port in China for 50 years.
Concerning activities involving conventional terminals, the Group was awarded terminal C at the port in Castellón.
With respect to the combined shipping of containers, the growth in rail traffic from the dry port in Madrid-Coslada is
noteworthy. This is the first inland maritime customs operation that has been set up in Europe.
- Paracuellos del Jarama, Alpedrete, Arganzuela, Puente de Vallecas and Las Rozas in Madrid.
- Port of Seville, Santa Cruz de Tenerife, León and Logroño in the rest of Spain.
- Construction of underground container system in Móstoles.
- Cleaning services for the 2004 Olympic Games in Athens.
With regards to the management of other waste products, the contract involving agricultural solid waste in Almería and
the collection of Marpol waste in 15 ports in the autonomous regions of Valencia, Murcia and Andalusia are of great
interest.
Port Services and Logistics:
Other outstanding events of last year were:
- Construction was started on the solid bulk minerals terminal in the Port of Santander that the Group will operate for
25 years.
- Autoterminal, the automobile logistics terminal in the Port of Barcelona, was granted the European Transport Award
for Logistics for its contribution to the improvement of transport competitiveness.
- As for shipping agencies, of note is the acquisition of Olsen and Cía., a shipping agent in the Canary Islands currently
acting as agent there for Maersk and Saffmarine, as well as the agency contract for the APL shipping traffic that offers
import-export services between Barcelona and the Far East.
The Group acts as a global operator of the entire logistic chain including all the activities involved: port handling activities,
Equipping and street cleaning in San Andrés del Rabanedo (León)
38
Restoration of the wharves at Puerto de Avilés (Asturias)
39
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
Integral Maintenance
The Group carries out indoor cleaning activities, integral building maintenance, gardening, forestry activities and landscape
This activity is directed to population groups with possible social risk and to whom the following services are offered:
restoration, multiple services at airports and social health services.
domestic help, integral management of centers for the elderly, phone-assistance, nursery schools and child care centers,
- Indoor cleaning:
2
THE ACS GROUP
- Social health services:
The Group is currently one of the first references in the field with outstanding clients such as the Ministry of the
among others. The contracts managed are preferably public and all require a specific technical component.
- Advertising:
Interior, the Madrid subway, RENFE (National Railroad Co. of Spain), the City Councils of Madrid and Barcelona and
Management of advertising spaces in large transport facilities and centers such as airports, subways, railroad terminals
the majority of the large hospitals of the public health system.
(static as well as in the rolling stock) and trade fair grounds, in addition to the production and operation of closed circuit
- Multiple services for airports:
The Group offers all types of services linked to airport management: internal and external cleaning of aircraft, airports,
collection and maintenance of luggage carts, management of conference rooms and business centers at airports, attention
to passengers and authorities, airport security, etc.
- Maintenance of the installations:
television channels.
Scheduled Road Transport
Continental Auto operates a scheduled passenger service as a long distance, interurban and urban road transport company
with a long tradition in the field. The company covers four major geographical zones on the peninsula: the Madrid Area,
Northern Spain, Catalonia and Andalusia. By managing 42 public concessions, it offers services in 11 autonomous regions,
Through this activity, the Group offers all the management and operational services necessary for optimum operability
26 provincial capitals and more than 2,600 towns, maintaining its position as leader among the Spanish companies of the
of property and installations, from the maintenance of the technical installations to the offering of auxiliary services
sector.
such as cleaning, security, gardening and facility management. Throughout Spain, the Group also adjusts and remodels
spaces and offices for different uses.
With respect to merchandise transport, Continental Auto distributes petroleum derivatives for Repsol in Burgos, Tarragona,
Málaga, Granada, Motril, Córdoba, Seville, Cádiz and Almería.
- Gardening, reforestation and landscape restoration:
The Group maintains an outstanding position in the gardening sector by maintaining public gardens in numerous cities.
Furthermore, we have consolidated our position as leader in reforestation, silviculture treatments and the conservation
and improvement of natural surroundings.
Garden maintenance in Santander
40
Map of the routes of Continental Auto
41
ACS GROUP
ANNUAL REPORT
2003
2.3. Activity Report
In addition, its subsidiary Continental Rail holds a concessionary contract with GIF to ship materials by rail to build the AVE
high-speed railroad line between Madrid, Barcelona and the French border. This is a strategic step in positioning the Group
in the Spanish railroad transport field.
Continental Auto has obtained extensive experience through its participation in more than 15 bus stations. Outstanding in this
area is its 25 year concession to operate the bus terminal at Avenida de América in Madrid.
2
THE ACS GROUP
The following are the most representative figures for 2003 showing the Continental Auto Group’s leadership within its field:
- Turnover: 157 million euros.
- Passengers carried: approximately 56 million.
- Tons transported: 1,900,000.
- Fleet: 945 vehicles.
The following new contracts abroad are noteworty:
- The Darrington-Dishford section of the A-1 motorway in England. This is the fourth concession contracted in this country
and consolidates the strength of the alliance maintained with important local companies.
- The Dundalk by-pass in Ireland, an important project developed to solve the problems of communication between Dublin
and Belfast. This is the first concession that we have been awarded in this country.
During 2003 the construction work for the following concessions was completed and they are now in the operation phase:
- Motorway between Santiago de Chile and Valparaíso-Viña del Mar, where the last 21 kilometres were finished connecting
Viña del Mar and Villa Alemana.
- The Scut Veira Interior motorway, concluding all of the construction works awarded and permitting the start of “shadow-toll”
operation.
- Distance travelled: 107 million kilometres.
- Inauguration of the R-2 trunk road and its corresponding section of the M-50.
- Number of employees: over 1,700 people.
- In the first months of 2004, the R-3 and R-5 trunk roads in Madrid were inaugurated as was the section corresponding
2.3.3.2. Concessions
to the M-50 included in the concession.
In 2004 all of the works corresponding to the Platinum Corridor Toll Road Concession in South Africa were completed.
In the Concessions area, the new company is the major transportation developer in the world, having developed more than
50 projects. This experience, our first line technical and human resources and our financial strength, contribute to making the
Group the first international reference point for promoting, financing and building new transport infrastructures. For the 10th
year running, ACS leads the world ranking in transportation concessions issued by the prestigious magazine Public World
Financing.
Strategic Objectives
Our strategic positioning and our competitive advantages allow us to be selective in our investments and to face ambitious
goals that can be summarized as follows:
- To continue leading the world market in the promotion of concessions.
- To continue developing a diversified project portfolio.
- To introduce a long term international expansion policy in stable countries.
- To obtain attractive profitability, taking advantage of the Group’s capacity and experience in all development phases.
Activity in 2003
The year 2003 represented a relaunching of concessions in Spain as the regional and central governments released more
new tenders for bid than in previous years. The Group was awarded the following:
- Thirty-year concession to operate the A-8 toll road in Guipúzcoa, granted on June 6 when this section of the motorway
was transferred to the local authority. The operation of the highway started that same day, assuming the complexity
and problems resulting from a fixed expiry date after over 30 years of exclusive concession.
- Construction and operation of the Seville subway, the first infrastructure concession released for bid by the Andalusian
Regional Government and the first subway under a concessionary regime in Spain.
- Construction and operation of the “shadow-toll” type highway between Toledo and Consuegra in the region of
Castilla-La Mancha.
- Fifty year concession awarded to the TP Ferro consortium, in which ACS has a 50% stake, to building and operating
the cross border AVE high-speed railroad connection between Figueres (Spain) and Perpignan (France).
- Forty-year concession for the construction and operation of the Alicante by-pass.
Railroad project crossing the French/Spanish border between Figueras and Perpignan
42
43
ACS GROUP
ANNUAL REPORT
2003
E C O N O M I C A N D F I N A N C I A L I N F O R M AT I O N
3
Santiago-Orense motorway
3
ECONOMIC AND FINANCIAL
INFORMATION
3.1. Management Report
of the Consolidated Group
3.2. Annual Consolidated Financial
Statements for 2003
3.3. Auditors’ Report
on Consolidated Financial
Statements
3.4. Historical Evolution
3.5. Stock Market Information
44
45
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
1
BUSINESS PERFORMANCE OF THE ACS GROUP IN 2003
1.2. PRO FORMA CONSOLIDATED STATEMENT OF INCOME
Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles
in Spain (see Note 25). In the event of a discrepancy, the Spanish-language version prevails.
Pro forma figures
(Millions of Euros)
1.1. MAIN EVENTS
3
On October 14, 2003, the Special Shareholders’ Meetings of the ACS Group and the Dragados Group resolved to approve
the merger of the two companies. Once the legally-stipulated periods had elapsed and the required procedural formalities
Other revenues
Total revenues
%
2003
%
Var.03/02
9,962.1
100.0%
10,733.6
100.0%
+7.7%
338.1
3.4%
376.3
3.5%
+11.3%
10,300.2
103.4%
11,109.9
103.5%
+7.9%
Operating expenses
(7,146.8)
(71.7%)
(7,695.3)
(71.7%)
+7.7%
In order to analyze the Group’s performance in 2003 and to ensure greater uniformity in the year-on-year comparison of
Personnel expenses
(2,350.4)
(23.6%)
(2,482.8)
(23.1%)
+5.6%
information, this report contains pro forma consolidated figures which were obtained considering the merger to have been
Gross operating income
803.1
8.1%
931.8
8.7%
+16.0%
+22.9%
had been complied with, the new ACS share was admitted to listing on the stock exchange on December 15, 2003.
ECONOMIC
AND FINANCIAL
INFORMATION
Net sales
2002
effective since January 1, 2002. In addition, the extraordinary provision of E111.5 million after taxes recorded in December
Depreciation and amortization expense
(189.9)
(1.9%)
(233.5)
(2.2%)
2003 for extraordinary merger expenses was excluded from the analysis. The Exhibit on page 62 includes a detail of the
Provision to the reversion reserve
(5.0)
(0.1%)
(5.1)
(0.0%)
+2.9%
Variation in operating allowances
(31.5)
(0.3%)
(44.2)
(0.4%)
+40.1%
+12.5%
reconciliation of the 2002 and 2003 statements of income per books to the related pro forma statements of income.
Net operating income
The variations in 2003 in the consolidated Group’s main pro forma financial aggregates were as follows:
Net financial loss
Main financial aggregates
Pro forma figures
Companies accounted for by the equity method
Amortization of goodwill
Income from ordinary activities
(Millions of Euros)
Net sales
Gross operating income
Margin
Net operating income
Margin
2002
2003
Var. 03/02
9,962.1
10,733.6
+7.7%
803.1
931.8
+16.0%
8.1%
8.7%
576.6
649.0
5.8%
6.0%
+12.5%
(59.9)
(0.6%)
(61.0)
(0.6%)
+1.8%
5.0%
+21.2%
-24.8%
Income before taxes
392.3
3.9%
498.8
4.6%
+27.1%
(62.1)
(0.6%)
(109.7)
(1.0%)
+76.7%
330.2
3.3%
389.1
3.6%
+17.8%
(3.8)
(0.0%)
(8.9)
(0.1%)
+132.6%
326.4
3.3%
380.3
3.5%
+16.5%
Corporate income tax
Consolidated income for the year
Loss attributable to minority interests
Net income attributable to the Parent Company
Attributable net income
326.4
380.3
+16.5%
1.2.1 Net sales
* Net debt with recourse / Shareholders’ equity
+22.5%
(0.4%)
+21.2%
Gearing*
0.6%
(38.5)
+27.1%
Project financing
67.8
537.3
537.3
Shareholders’ equity
0.6%
4.5%
498.8
Long-term bank financing
-7.9%
55.3
(0.5%)
443.4
Short-term net debt/(Cash)
6.0%
(1.1%)
(51.1)
392.3
Net debt with recourse
649.0
(118.5)
443.4
Ordinary income
EPS
5.8%
(1.3%)
Extraordinary loss
Income before taxes
Total net debt
576.6
(128.6)
2.75E
3.21E
+16.5%
Net sales amounted to E10,734 million in 2003, nearly 8% higher than the aggregate sales of the two groups in 2002.
978.6
1,230.6
+25.7%
673.3
914.4
+35.8%
The detail, by market, is as follows:
630.0
611.8
-2.9%
43.3
302.6
+598.2%
305.5
316.2
+3.6%
1,805.5
1,796.4
-0.5%
37.3%
50.9%
Breakdown of Sales by Market
Pro forma figures
(Millions of Euros)
2002
%
2003
%
Var.03/02
+11.1%
Spain
8,233.9
82.7%
9,151.1
85.3%
Abroad
1,728.3
17.3%
1,582.5
14.7%
Total
9,962.1
10,733.6
-8.4%
+7.7%
The decrease in sales abroad was due mainly to the substantial reduction in international construction activity following the
sale of Obrecol, ACS’s Portuguese subsidiary, at the end of 2002, to the repercussions of the Latin-American crisis and to
the impact of the appreciation of the euro in 2003.
46
47
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
The detail, by business line, of total net sales is as follows:
The detail, by business line, is as follows:
Net sales
Pro forma figures
Net operating income
Pro forma figures
(Millions of Euros)
3
ECONOMIC
AND FINANCIAL
INFORMATION
2002
%*
2003
%*
Var.03/02
(Millions of Euros)
2002
%*
2003
%*
Var.03/02
Construction
5,329.7
53.0%
5,594.9
51.7%
+5.0%
Construction
312.2
48.8%
330.9
47.6%
+6.0%
Industrial services
2,826.9
28.1%
3,069.2
28.4%
+8.6%
Industrial services
202.5
31.6%
227.3
32.7%
+12.3%
Services and concessions
1,906.5
18.9%
2,160.6
20.0%
+13.3%
19.6%
137.0
19.7%
Parent Company/Adjustments
Total
(100.9)
(91.1)
-9.8%
9,962.1
10,733.6
+7.7%
Services and concessions
125.3
Parent Company/Adjustments
(63.4)
(46.2)
-27.0%
+9.3%
Total
576.6
649.0
+12.5%
* Percentages calculated based on total net operating income for all business lines
* Percentages calculated based on total sales for all business lines
1.2.2 Gross operating income
The ratio of net operating income to sales was 6.0%, 20 basis points more than in 2002.
Gross operating income amounted to E932 million in 2003, up 16% on 2002, boosted by the sound performance
of the Construction and Industrial Services business, which reported growth of over 10%, the excellent trend in the
1.2.4 Net financial loss
Services business, which grew by 19%, and the significant reduction of corporate general expenses, as shown in the
The net financial loss in 2003, which amounted to E118.5 million (8% less than in 2002), includes net exchange gains of
table below:
E25.3 million, the detail being as follows:
Gross operating income
Pro forma figures
Financial loss
Pro forma figures
(Millions of Euros)
2002
%*
2003
%*
Var.03/02
(Millions of Euros)
Construction
385.4
45.0%
424.3
43.7%
+10.1%
Interest paid
Industrial services
245.7
28.7%
277.6
28.6%
+13.0%
Financial allowances
26.3%
268.1
27.6%
+19.3%
Exchange losses
Services and concessions
224.7
Parent Company/Adjustments
(52.7)
(38.2)
-27.5%
Total
803.1
931.8
+16.0%
* Percentages calculated based on total gross operating income for all business lines
Financial expenses
was due in part to the trend in personnel expenses, which rose by only 5.6% and enabled the Group to increase total
productivity. More specifically, and since the average headcount in 2003 was approximately 97,900 employees, up 7%
on the aggregate figure for 2002, the average cost per employee was E25,360, down 1% on the pro forma figure for
2003
Var. 03/02
(218.2)
(154.7)
-29.1%
(1.5)
(4.7)
+215.2%
(39.9)
(35.7)
-10.5%
(259.6)
(195.1)
-24.8%
Interest received
99.8
66.2
-33.6%
Exchange losses
31.2
10.4
-66.7%
Financial revenues
The ratio of gross operating income to sales was 8.7%, 60 basis points more than in 2002. This substantial improvement
2002
Net interest accrued
130.9
76.6
-41.5%
(118.4)
(88.5)
-25.3%
Financial allowances
(1.5)
(4.7)
+215.2%
Exchange losses
(8.7)
(25.3)
+190.7%
(128.6)
(118.5)
-7.9%
Total
the previous year.
Financial expenses totaled E195.1 million in 2003, of which E154.7 million related to interest on loans from credit
1.2.3 Net operating income
institutions and E35.7 million to exchange losses. The remaining E4.7 million arose from the variation in investment
Net operating income amounted to E649 million, up 12.5% on 2002, following a 40% increase in operating allowances,
valuation allowances.
mainly in the construction business, and a 23% rise in the depreciation and amortization expense as a result of the increase
Total financial revenues in 2003 exceeded E76.6 million, of which E10.4 million related to exchange gains.
in investments in more capital-intensive projects, in particular in the Services business.
48
49
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
1.2.5 Income from ordinary activities
1.3. CONSOLIDATED BALANCE SHEET
Income from ordinary activities rose 21% to E537.3 million, which represented 5% of sales. The net income contributed
December 31
by investees accounted for by the equity method amounted to E67.8 million, an increase of 22.5%, and included most
notably the contributions of Abertis (E38.8 million) and Urbis (E17.4 million).
(Millions of Euros)
2002 Pf
3
ECONOMIC
AND FINANCIAL
INFORMATION
%
2003
%
Var.03/02
The amortization of the goodwill arising on the acquisitions made in recent years amounted to E61 million, up 2% on the
pro forma figure for 2002. Of this amount, E42 million relate to the goodwill which arose on the purchase of a 33.5%
holding in the Dragados Group.
1.2.6 Extraordinary loss
Due from shareholders for uncalled capital
Start-up expenses
Intangible assets
+16.5%
3.6%
421.3
3.8%
1,533.8
13.7%
+9.4%
Long-term investments
1,199.1
11.9%
1,383.6
12.3%
+15.4%
2,982.8
29.5%
3,354.6
29.9%
+12.5%
828.5
8.2%
1,039.9
9.3%
+25.5%
Deferred Charges
Inventories
Accounts receivable
in the effective tax rate due to the tax credits recorded exceptionally in 2002 to capitalize on the changes in tax legislation.
-63.6%
-20.8%
13.9%
of which approximately E18 million arose in connection with investments in telecommunications. The 25% decrease
the tax charge with respect to the pro forma figure for 2002. This rise was the result of an increase of 9 percentage points
0.1%
0.1%
361.7
Total fixed and other noncurrent assets
The net income attributable to the Parent Company exceeded E380 million (up 16.5%) despite the rise of over 75% in
8.9
15.9
1,402.0
Goodwill
1.2.7 Net income attributable to the Parent Company
0.2%
0.2%
Tangible fixed assets
The balance of this caption, which amounted to -E38.5 million, relates mainly to provisions for exceptional contingencies,
with respect to 2002 is due largely to the fact that the figure for 2002 included the loss on the sale of HBG (E71 million).
24.6
20.0
Short-term investments
Treasury stock
Cash
Accrual accounts
41.8
0.4%
43.4
0.4%
+4.0%
414.5
4.1%
424.9
3.8%
+2.5%
4,788.9
47.4%
5,159.2
46.0%
+7.7%
610.4
6.0%
744.4
6.6%
+22.0%
26.9
0.3%
26.9
0.2%
+0.0%
344.9
3.4%
383.1
3.4%
+11.1%
+14.9%
35.6
0.4%
40.9
0.4%
Current Assets
6,221.1
61.6%
6,779.4
60.4%
+9.0%
TOTAL ASSETS
10,098.7
100.0%
11,226.3
100.0%
+11.2%
1,805.5
17.9%
1,796.4
16.0%
-0.5%
103.1
1.0%
99.3
0.9%
-3.7%
Shareholders’ Equity
Minority Interests
Exchange losses
Deferred revenues
5.2
0.1%
3.6
0.0%
-31.3%
118.4
1.2%
135.6
1.2%
+14.6%
Project financing
305.3
3.0%
316.2
2.8%
+3.6%
Provisions for contingencies and expenses
192.1
1.9%
405.7
3.6%
+111.2%
Payable to credit institutions
Other long-term payables
Total long-term debt
Payable to credit institutions
630.0
6.2%
611.8
5.4%
-2.9%
90.6
0.9%
116.9
1.0%
+29.0%
720.6
7.1%
728.7
6.5%
+1.1%
1,025.4
10.2%
1,456.9
13.0%
+42.1%
Trade accounts payable
4,695.8
46.5%
5,059.2
45.1%
+7.7%
Other payables
1,127.3
11.2%
1,224.6
10.9%
+8.6%
Total current liabilities
TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES
6,848.5
67.8%
7,740.8
69.0%
+13.0%
10,098.7
100.0%
11.226,3
100.0%
+11.2%
1.3.1 Long-term assets
Long-term assets, which are taken to be the sum of the fixed and other noncurrent assets plus the balance due from
shareholders, goodwill and deferred charges, increased by 15% from E3,878 million at 2002 year-end to over E4,400 as
of December 31, 2003. The balance of the “Consolidation Goodwill” caption, which resulted from the acquisitions made
in recent years, amounted to E1,040 million, up 25% on the pro forma figure for 2002, as a result of the purchase of a
10% holding in Grupo Dragados in March 2003. Of the aforementioned amount, E781 million arose from this transaction.
50
51
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
1.3.2 Working capital
The variations in shareholders’ equity in 2003 were as follows:
At 2003 year-end the net working capital deficiency amounted to -E660 million, a year-on-year improvement of 13%.
Variations in Shareholders’ Equity
The 7.7% increase in accounts receivable was offset by a proportional rise in trade accounts payable. Furthermore,
the balance of the “Other Payables” caption rose by 8.6%, which favored the upward trend in working capital.
3
ECONOMIC
AND FINANCIAL
INFORMATION
1.3.3 Net debt
The net on-balance-sheet debt totaled E1,230 million, up 25.7% on the figure at 2002 year-end, the detail being as
980.4
DRC Shareholders’ Equity at 12/31/2002
1,122.0
Retirement of 25% of DRC goodwill (1)
Pro forma Shareholders’ Equity at 12/31/2002
follows:
Retirement of 10% of DRC goodwill (2)
Breakdown of Net Debt
Pro forma figures
(Millions of Euros)
(Millions of Euros)
ACS Shareholders’ Equity at 12/31/2002
2002
2003
Var. 03/02
(305.3)
(316.2)
+3.6%
Net debt with recourse
(673.3)
(914.4)
+35.8%
Long-term bank debt
(630.0)
(611.8)
-2.9%
Short-term bank debt
(1,025.4)
(1,456.9)
+42.1%
982.1
1,154.4
+17.5%
Cash + IFT + treasury stock
Total Net Debt
Gearing*
(978.6)
38%
(1,230.6)
+25.7%
1,805.5
(112.2)
Pro forma 2003 net attributable income
380.3
2002 ACS dividend
(46.1)
2002 DRC final dividend
(15.3)
2003 interim dividend
(42.7)
Translation differences and other
Project financing
(296.9)
Extraordinary provision for merger expenses
Shareholders’ Equity at 12/31/2003
(1)
23.5% acquired from SCH on April 18, 2002, plus 1.5% of treasury stock
(2)
10% acquired in the tender offer
(61.6)
(111.5)
1,796.4
51%
On December 18, the Board of Directors declared an interim dividend of E0.36 per share, which was paid on January 15, 2004,
*Net debt with recourse / shareholders’ equity
giving rise to a reduction of E42.7 million in shareholders’ equity as of December 31, 2003.
This amount, which is equivalent to 27% of the Group’s stock market capitalization at 2003 year-end (down 3% on the
same ratio at 2002 year-end), is less than the acquisition cost (E1,318 million) of the shares retired in the merger process.
Of the total net debt, E316 million relate to project financing without recourse for the shareholder and, accordingly,
the ratio of net debt with recourse to consolidated shareholders’ equity at 2003 year-end was 50.8%.
Long-term payables to credit institutions amounted to E612 million, virtually the same as the balance drawn down at
2002 year-end. Short-term payables to credit institutions at 2003 year-end totaled E1,457 million, E431.5 million more
than in 2002. This figure includes the financing of the tender offer launched in March 2003 for 10% of Dragados Group.
The aggregate balance of the “Cash” and “Short-Term Investments” captions amounted to E1,127 million, up 18%
on December 2002, and the balance of treasury stock as of December 31, 2003, was E27 million, relating to the indirect
holding of 902,453 shares owned by Dragados Group at the date of the merger.
1.3.4 Shareholders’ equity
Shareholders’ equity amounted to E1,796 million, virtually the same as the pro forma balance at 2002 year-end.
This figure includes the extraordinary provision for merger expenses, which amounted to E111.5 million after taxes, and
the adjustment for the retirement of shares in the merger.
52
53
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
1.4. CONSOLIDATED CASH FLOW STATEMENT
1.4.2 Investments and divestments
Cash Flow Statement
Pro forma figures
Total Group investments in 2003 amounted to E658 million, disregarding the purchase of Dragados, the detail being
(Millions of Euros)
3
Gross operating income
ECONOMIC
AND FINANCIAL
INFORMATION
as follows:
2002
2003
803.1
931.8
add: Dividends received from subsidiaries
38.3
57.3
add: Interest received
98.7
66.2
(195.5)
(154.7)
(82.8)
(47.1)
less: Interest paid
less: Extraordinary operating loss
less: Corporate income tax
(83.8)
(109.7)
578.1
743.8
Dec/(Inc) Trade receivables, cons. work pend. cert. and other accounts receivable (317.3)
(370.4)
Funds obtained from operations
23.3
(10.4)
Inc/(Dec) Trade accounts payable
Dec/(Inc) Inventories
643.1
363.4
Inc/(Dec) Others payables and provisions
(10.5)
92.0
Var. 03/02
+16.0%
(Millions of Euros)
Fixed Assets
+28.7%
338.7
74.6
n.a.
916.7
818.5
-10.7%
less: Intangible asset and tangible fixed asset additions
(547.4)
(381.2)
less: Investments in concession projects
(136.3)
(175.2)
(159.9)
(101.1)
(843.6)
(657.5)
-22.1%
Fixed assets disposals
386.3
114.5
-70.4%
(457.3)
(543.0)
+18.8%
671.7
431.5
Inc/(Dec) Project financing
Inc/(Dec) Long-term loans from banks
Bank financing
less: Dividends paid
less: Acquisition of treasury stock(1)
Own financing
Other sources of financing
Net cash flows from financing activities
Inc/(Dec) Cash & short-term investments
3.7
10.9
(168.9)
(18.2)
Net
Investments
Construction
83
83
(20)
63
75
41
116
(21)
95
294
134
428
(74)
354
(115)
543
Services and concessions
Parent Company
31
483
31
175
658
31
and port services, and the renewal of the bus fleet.
Also, E175 million were invested in projects, mainly for transport infrastructure concessions, processing and recycling
506.5
424.2
(62.0)
(56.3)
(957.7)
(384.5)
(1,019.6)
(440.8)
16.9
(86.6)
n.a.
(496.2)
(103.2)
-79.2%
Fixed asset disposals, which totaled E115 million in 2003, related basically to the renewal of the machinery used in the
Construction business and of the bus fleet at Continental Auto.
Net investments amounted to E543 million, 18.8% more than the aggregate net figure for the two companies in 2002.
1.5. EARNINGS BY BUSINESS LINE
-16.2%
1.5.1. CONSTRUCTION
Main aggregates
Pro forma figures
-56.8%
(36.7)
172.3
Cash and short-term investments at the beginning of the year
991.9
955.2
-3.7%
Short-term investments at year-end
955.2
1,127.5
+18.0%
(1)
Divestments
plants and wind-powered facilities.
Fixed assets additions
Inc/(Dec) Short-term loans from banks
Total
Investments
The main regular investment items related to construction machinery and industrial facilities, equipment for environmental
Net cash flows from operating activities
Net cash flows from investment activities
Concession
Projects
Industrial services
Total
Variation in net working capital
less: Long-term investment additions
Breakdown of Investment
Pro forma figures
(Millions of Euros)
Sales
Gross operating income
Margin
Net operating income
Includes the amount paid for the purchase of 33.5% of Dragados: 23.5% in 2002 and a further 10% through the tender offer
launched in the first quarter of 2003. The balance for 2002 also includes the shares of treasury stock acquired by Dragados (E58
million)
1.4.1 Net cash flows from operations
Margin
Ordinary income
2002
2003
5,329.7
5,594.9
+5.0%
385.4
424.3
+10.1%
7.2%
7.6%
312.2
330.9
5.9%
5.9%
320.3
341.3
Margin
6.0%
6.1%
Net income
224.5
214.8
Margin
4.2%
3.8%
Var. 03/02
+6.0%
+6.6%
-4.3%
The funds obtained from operations amounted to E743.8 million in 2003, up 29% on the pro forma figure for 2002.
A further E74.6 million were generated through the management of working capital, bringing the net cash flow from
operations up to E818.5 million.
54
55
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
Total growth in construction sales was underpinned by the Group’s sound performance in the Spanish market, which increased
Sales, both in Spain and abroad, performed well, with growth of around 9%. Sales abroad in 2003 totaled E937 million,
by 10.7%, including most notably the 16.5% rise in building construction (both residential, institutional and commercial),
which represented 31% of consolidated industrial services sales.
as shown in the table below:
Breakdown by Line of Business
Pro forma figures
Breakdown by Line of Business
Pro forma figures
3
ECONOMIC
AND FINANCIAL
INFORMATION
(Millions of Euros)
Spanish
(Millions of Euros)
2002
2003
Var. 03/02
4,645.3
5,144.0
+10.7%
Civil engineering work
2,764.3
2,952.1
+6.8%
Non-residential building construction
1,242.6
1,430.8
+15.1%
+19.2%
Residential building construction
Foreign
Total
638.4
761.1
684.4
450.9
5,329.7
5,594.9
-34.1%
2002
2003
Var. 03/02
Distribution networks
692.0
780.6
+12.8%
Energy projects
569.0
728.4
+28.0%
-18.1%
Telecommunications
367.6
301.2
Control systems
441.7
445.9
+1.0%
Industrials systems
756.6
813.2
+7.5%
2,826.9
3,069.2
+8.6%
Total
+5.0%
The table above shows the breakdown of sales by activity. The most notable developments in 2003 were as follows:
Construction activity abroad fell sharply as a result of the downturn in the Latin-American market, the depreciation of the
- The excellent growth (+28%) achieved in energy projects, due to the installation of new electricity generation plants,
U.S. dollar and the sale of Obrecol, the ACS Group’s Portuguese subsidiary, at the end of 2002.
mainly combined-cycle and renewable energy plants, and to the development and construction of off-shore plants, amply
Gross operating income rose by 10.1%, bringing the sales margin to 7.6%. As a result of the increase in the depreciation
offset the reduced activity, for the third consecutive year, in the telecommunications business (-18%). Once again in 2003,
and amortization expense and in operating allowances, net operating income rose by 6% and the sales margin remained
the telecommunications industry was hit by the low level of investment from domestic and international operators.
stable at 5.9%.
- The energy distribution network activity experienced sound growth (+13%) owing to the increasing demand from electric
The extraordinary provisions recorded for the construction activity abroad and the increase of over 4 percentage points in
utilities for network maintenance and extension services. The electric utilities are attempting to increase the quality of
the tax rate prompted net income to fall by 4.3% to E215 million.
their services in an environment of rising consumption and, at the same time, to improve the efficiency of their operations.
At 2003 year-end the construction backlog amounted to over E7.9 billion, a year-on-year increase of 4.3%, equivalent
to approximately 17 months of production. The order book for Spain, which accounts for nearly 89% of the total, grew
by almost 7%, whereas the international order book fell by 11%, due mainly to the appreciation of the euro against the
U.S. dollar.
- Control systems achieved only very moderate growth (+1%), since the good performance of traffic control, which reported
a two-digit increase, was mitigated by a reduced contribution of the railroad systems business, which was affected by
the completion of several projects for the installation of high-speed railroad systems.
- The industrial systems area grew at a rate slightly above that of the economy as a whole, albeit with greater consistency
in the Spanish market, which accounts for over 66% of its business.
1.5.2. INDUSTRIAL SERVICES
As regards the ACS Group’s operating results, gross operating income increased by 13%, triggering a 30-basis point rise
Main aggregates
Pro forma figures
in the sales margin to 9.0%. Net operating income also performed well (+12.3%), prompting the sales margin to rise to
7.4%. The sharp rise in net income, with a year-on-year increase of 32.6%, was due mainly to the substantial decrease
(Millions of Euros)
Sales
Gross operating income
Margin
2003
Var. 03/02
2,826.9
3,069.2
+8.6%
245.7
277.6
+13.0%
8.7%
9.0%
202.5
227.3
7.2%
7.4%
157.1
199.0
5.6%
6.5%
Net income
99.5
132.0
Margin
3.5%
4.3%
Net operating income
Margin
Income from ordinary activities
Margin
56
2002
in financial expenses.
With a backlog of over E3.0 billion (up 10% on 2002) and a sound base of maintenance contracts not included in this
figure, the outlook for the industrial services business line in the coming years is very promising.
+12.3%
+26.7%
+32.6%
57
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
1.5.3 SERVICES AND CONCESSIONS
TRANSPORT INFRASTRUCTURE CONCESSIONS
SERVICES
Main aggregates
Pro forma figures
Main aggregates
Pro forma figures
3
(Millions of Euros)
2002
2003
Gross operating income
Margin
Net operating income
Margin
Income from ordinary activities
Margin
Net profit
Margin
2002
Sales
Var. 03/02
Gross operating income
Sales
ECONOMIC
AND FINANCIAL
INFORMATION
(Millions of Euros)
2003
Var. 03/02
7.1
3.4
-51.7%
-6.1
-7.1
+16.5%
-306.6%
1,899.3
2,157.1
+13.6%
Net operating income
2.7
-5.7
230.8
275.2
+19.2%
Companies accounted for by the equity method
45.0
44.8
-0.6%
12.1%
12.8%
Net gains
42.7
10.4
-75.7%
122.6
142.7
103.7
55.2
-46.7%
6.5%
6.6%
79.8
90.5
4.2%
4.2%
101.0
63.7
5.3%
3.0%
+16.4%
Attributable net income
+13.4%
The contribution of Abertis to the ACS Group’s income was E38.8 million, 15.4% less than the contribution made in
-36.9%
2002 by Aurea, which in that year benefited from an exceptionally low tax rate.
The remaining balance (E6 million) of the income from companies accounted for by the equity method was contributed
by various concessions that have already commenced operations, including Ruta de los Pantanos in Madrid, Rutas del
All areas of the services business line performed excellently in 2003, in particular port and logistics services, which reported
Pacífico in Chile, Platinum Corridor in South Africa and the airport concessions.
growth of over 21%, as shown in the table below:
No significant assets were sold in 2003, whereas in 2002 gains of around E43 million were obtained on the sale of
Breakdown by Line of Business
Pro forma figures
(Millions of Euros)
Environment
concessions such as the M-45 sections and Aulesa, which explains the variation in the net income figure.
1.5.4. OTHER
2002
2003
Var. 03/02
903.2
985.5
+9.1%
The contribution of Inmobiliaria Urbis to the ACS Group’s income amounted to E17.4 million, 25% more than in 2002.
Port and logistics
454.4
552.1
+21.5%
Corporate general expenses totaled E38 million, down 27.5% on the figure for 2002. This reduction was the result of the
Passenger transport
142.1
157.4
+10.8%
increased coordination between ACS and Dragados prior to the merger, which aimed at improving management efficiency
Integral maintenance
399.6
462.1
+15.6%
through an exhaustive cost control.
1,899.3
2,157.1
+13.6%
Total
Services provided abroad, which accounted for 9% of total services, contributed 7.5% to this growth, whereas sales
in the Spanish market increased by over 14%.
2
TREASURY STOCK
Prior to the merger, Grupo Dragados S.A. held, both directly and indirectly, 4,255,850 shares of treasury stock amounting to
Also worthy of note was the substantial improvement in gross operating income, which grew by 19.2%, bringing the
E60.1 million. On the date of the merger, the 2,396,253 shares owned directly by it, representing 1.39% of the capital stock
sales margin to 12.8%, a 70-basis point increase with respect to 2002. All services activities recorded improved margins
and with an acquisition cost of E33.3 million, were retired.
in 2003. Net operating income rose by 16.4%, leading to a 10-basis point improvement in the sales margin to 6.6%.
The remaining 1,859,597 indirectly-owned shares of treasury stock were exchanged in the merger for 902,453 new shares
The extraordinary gain of approximately E24 million obtained on the sale in 2002 of Redal, the Rabat water and urban
of ACS, Actividades de Construcción y Servicios, S.A., which represent the balance of indirectly-owned treasury stock at
services company, and the 30% increase in the tax rate applicable to Urbaser were the main reasons underlying the
2003 year-end.
37% fall in net income to E64 million in 2003.
At 2003 year-end the environmental services backlog amounted to E7.8 billion, guaranteeing over 6 years of activity.
3
RESEARCH AND DEVELOPMENT ACTIVITIES
The backlog for the other activities, mainly port, logistics and transport services, which totaled E4.6 billion, related to
the long-term contracts or concessions that were in force at year-end.
The ACS Group’s strategy focuses on achieving the highest possible degree of customer satisfaction. Technological
innovation in the development of new products and services is one of the cornerstones of our commitment to provide
58
59
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
an integrated service capable of catering for our customers’ needs. Through the various committees established for this
- The ACS Group’s Port and Logistics Services activity is experiencing substantial growth, in particular in container terminals
purpose, the ACS Group performs, at each of the Group companies, an exhaustive quality control of the products,
abroad and in automobile logistics, areas in which the Group has the leading Mediterranean container company.
processes and services it offers.
- The prospects for Passenger Transport Services (including urban bus transport and urban and suburban light railroad
networks) are particularly encouraging, all the more so as a result of the current consolidation of road passenger transport
4
3
ECONOMIC
AND FINANCIAL
INFORMATION
SIGNIFICANT EVENTS SUBSEQUENT TO YEAR-END
services.
- The Integral Maintenance area also has a very bright future owing to the increasing outsourcing of services of this kind
- On January 15, 2004, pursuant to the resolution adopted by the Company’s Board of Directors on December 18, 2003,
by large companies and the Group’s entry into new areas of activity.
the ACS Group paid its shareholders a gross dividend out of 2003 income of E0.36 per share, equal to 50% of the total
dividend paid in 2002.
Lastly, in the Concessions area, the ACS Group will continue to carry out the projects already under way and will continue to
expand, provided its criteria regarding prudence and profitability are strictly adhered to. The areas showing greatest potential
- In connection with the acquisition of a 33.5% holding in Dragados Group, the Company obtained an E832.7 million loan
for expansion are tollroads, transport interchanges, light railways and airports.
granted on a 50/50 basis by Caja Madrid and La Caixa. In order to restructure this debt, on March 9, 2004, the Company
arranged a long-term syndicated loan of E900 million with several credit institutions. This loan, which matures in 2008
and 2009, bears interest at a rate tied to Euribor plus a variable spread based on compliance with certain ratios.
5
OUTLOOK FOR 2004
The future prospects for the construction industry continue to be very good, despite the fact that certain signs can be detected
in the data for the last few months that point to a slowdown in the activity of the residential market.
One of the most significant growth factors is the Spanish Government’s National Infrastructures Plan which is valued at
over E100 billion and aims to improve Spain’s infrastructures over the period from 2000 to 2010. This Plan envisages the
development of new road networks and the improvement of those already in service, the expansion of the railroad network,
in particular for high-speed trains, the improvement of the major airports, the modernization of the ports and the performance
of other projects relating to the communication networks in Spain. The Plan will be backed by private-sector players through
the promotion of new financing formulas designed to actively involve them in the management of the projects.
Significant headway is once again being made in the Industrial Services industry in Spain. Particularly worthy of note is the
stability of the more traditional businesses, such as distribution network management or industrial systems, in which the
large energy utilities are outsourcing an increasing number of high value-added services, enabling them to adjust their costs
to an improved service offering. Furthermore, an increasingly important role is being played by certain other activities with
enormous growth potential, such as energy projects and the development of control systems, whereas investments in the
telecommunications industry remain sluggish, despite certain signs of an upswing.
Within the Services area, the Group has numerous opportunities for expansion:
- The Environment industry has enormous growth potential for new businesses as a result of increasingly stringent legislation
and the greater level of concern shown by society. Current industry trends signal an increasing use of technology in waste
treatment and recycling processes, the development of green business activities, an improved management of water
resources and the optimization of industrial processes. In the environmental area, the Group has its own highly-competitive
technology, placing it among the market leaders in the development and management of urban solid waste treatment
and recycling plants, which currently are the most dynamic business areas.
60
61
ACS GROUP
ANNUAL REPORT
2003
3.1. Management Report of the Consolidated Group
ÍNDICE
EXHIBIT: RECONCILIATION OF THE STATEMENTS OF INCOME PER BOOKS TO THE PRO FORMA
STATEMENTS OF INCOME
(Millions of Euros)
2003
3
Net sales
Operating expenses
ECONOMIC
AND FINANCIAL
INFORMATION
Gross operating income
Depreciation and amortization expense
Net operating income
Financial income
Companies accounted for by the equity method
Amortization of goodwill
Income from ordinary activities
Extraordinary income
Income before taxes
Corporate income tax
Minority interests
Net Income
(1)
(2)
(3)
(4)
Pro forma Adjustments
2003
Account
DRC Elim. EqA. DRC
Jan.-April(1)
Jan.-April(2)
Fin. Exp.+ Elim. Prov. for
Goodwill(3) Ext. Merger(4)
2003
Pro forma
8,825.1
1,908.5
10,733.6
(8,030.3)
(1,771.5)
(9,801.8)
794.8
137.0
931,8
(221.2)
(61,6)
(282.8)
573.5
75.4
(106.3)
(9.2)
60.8
22.4
(54.7)
(3.3)
473.4
85.4
(190.0)
(7.4)
283.4
77.9
(48.3)
(14.9)
(5.6)
(3.3)
229.5
59.7
649.0
(3.0)
(118.5)
(3.0)
(60.9)
(15.4)
(15.4)
(15.4)
67.8
(6.0)
537.3
159.0
(38.5)
(6.0)
159.0
498.9
1.0
(47.5)
(109.7)
(5.0)
111.5
380.3
(8.9)
(15.4)
Addition of DRC in the operating accounts for the period from January 1 to April 30, 2003
Elimination of income from companies accounted for by the equity method relating to the DRC holding owned by ACS in the period from
January 1-April 30, 2003
Adjustment of financial expenses, goodwill and taxes assuming that ACS owned 33.5% of DRC from January 1, 2003
Elimination of the extraordinary provision for merger expenses
(Millions of Euros)
2002
Net sales
Operating expenses
Gross operating income
Depreciation and amortization expense
Net operating income
Financial income
Companies accounted for by the equity method
Amortization of goodwill
Income from ordinary activities
Extraordinary income
Income before taxes
Corporate income tax
Minority interests
Net Income
Pro forma Adjustments
2002
Account(1)
DRC
Jan.-Dec.(2)
Tax adjust.
DRC(3)
Elimination
EqA. DRC(4)
Fin. Exp. +
Goodwill(5)
2002
Pro forma
4,420.2
5,541.9
9,962.1
(4,009.2)
(5,149.8)
(9,159.1)
410.9
392.1
803.1
(105.6)
(120.8)
(226.4)
305.3
271.3
(64.1)
(43.9)
47.0
66.1
(29.2)
(11.1)
259.0
282.4
(8.6)
(42.6)
250.4
239.9
(68.4)
(16.2)
(0.7)
(3.2)
181.4
220.5
576.6
(15.3)
(20.6)
(128.6)
(19.6)
(59.9)
(42.5)
(40.2)
443.4
(42.5)
(40.2)
392.3
7.2
(62.1)
(33,0)
326.4
(42.5)
55.3
(51.1)
15.3
(3.8)
(42.5)
(1)
2002 ACS operating account
2002 DRC operating account
Adjustments to standardize income from companies accounted for the equity method relating to DRC and record this income net of taxes
(4)
Elimination of income from companies accounted for by the equity method relating to DRC holdings owned by ACS in 2002
(5)
Adjusments of financial expenses, goodwill and taxes assuming that ACS owned 33.5% of DRC from January 1, 2002
(2)
(3)
62
63
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3. 2. 1. Ba l a nc e S he e t
ÍNDICE
Consolidated Balance Sheets
as of December 31, 2003 and 2002
Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles
in Spain (see Note 25). In the event of a discrepancy, the Spanish-language version prevails.
(Thousands of Euros)
3
ECONOMIC
AND FINANCIAL
INFORMATION
ASSETS
DUE FROM SHAREHOLDERS FOR UNCALLED CAPITAL
FIXED AND OTHER NONCURRENT ASSETS
Start-up expenses (Note 8)
Intangible assets (Note 9)
Cost
Accumulated amortization
Long-term assets in projects (Note 10)
Tangible fixed assets (Note 11)
Land and structures
Plant and machinery
Other tangible fixed assets
Advances and construction in progress
Accumulated depreciation
Long-term investments
Investments accounted for by the equity method (Note 7)
Loans to companies accounted for by the equity method
Long-term investment securities (Note 12)
Other receivables
Allowances (Note 12)
TOTAL FIXED AND OTHER NONCURRENT ASSETS
(Thousands of Euros)
12/31/03
12/31/02
8,940
--
15,525
239,640
336,965
-97,325
641,922
1,073,899
345,004
876,815
560,300
140,799
-849,019
1,383,603
1,081,186
30,519
152,584
181,951
-62,637
3,354,589
3,578
67,560
112,848
-45,288
238,987
363,126
127,114
272,258
301,639
17,317
-355,202
586,176
364,071
-193,171
68,239
-39,305
1,259,427
SHAREHOLDERS' EQUITY AND LIABILITIES
12/31/03
12/31/02
SHAREHOLDERS' EQUITY (Note 15)
Capital stock
Additional paid-in capital
Revaluation reserve
Other reserves of the Parent Company
Unrestricted reserves
Restricted reserves
Reserves at fully or proportionally consolidated companies
Reserves at companies accounted for by the equity method
Translation differences
At fully or proportionally consolidated companies
At companies accounted for by the equity method
Income attributable to the Parent Company
Consolidated income
Income attributed to minority interests
Interim dividend paid during the year
177,791
897,294
2,122
236,182
216,769
19,413
429,384
76,403
-209,575
-204,006
-5,569
229,508
235,081
-5,573
-42,670
96,093
477,216
2,122
207,302
187,889
19,413
79,743
-2,833
-60,617
-28,266
-32,351
181,411
182,062
-651
--
1,796,439
980,437
99,269
23,419
3,588
34
DEFERRED REVENUES (Note 17)
135,599
29,038
PROJECT FINANCING (Note 10)
316,207
210,959
PROVISIONS FOR CONTINGENCIES AND EXPENSES (Note 18)
405,729
54,023
LONG-TERM DEBT (Note 19)
Payable to credit institutions
Payable to companies accounted for by the equity method
Other payables
Other long-term payables
TOTAL LONG-TERM DEBT
611,791
32,004
84,182
698
728,675
212,090
-13,658
-225,748
CURRENT LIABILITIES
Payable to credit institutions (Note 19)
Payable to companies accounted for by the equity method
Trade accounts payables
Other nontrade payables (Note 19)
Operating allowances
Accrual accounts
TOTAL CURRENT LIABILITIES
1,456,943
5,568
5,053,659
1,008,592
192,256
23,767
7,740,785
712,137
-2,208,384
410,576
49,036
10,736
3,390,869
11,226,291
4,914,527
TOTAL SHAREHOLDERS' EQUITY
MINORITY INTERESTS (Note 16)
NEGATIVE CONSOLIDATION DIFFERENCE
CONSOLIDATION GOODWILL (Note 6)
Fully consolidated companies
Companies accounted for by the equity method
TOTAL GOODWILL
DEFERRED CHARGES
CURRENT ASSETS
Inventories (Note 13)
Accounts receivable (Note 14)
Trade receivables for sales and services
Companies accounted for by the equity method
Other accounts receivable
Allowances
Short-term investments
Short-term investments securities (Note 12)
Other loans
Allowances
Short-term Parent Company shares
Cash
Accrual accounts
TOTAL CURRENT ASSETS
TOTAL ASSETS
1,007,325
32,569
1,039,894
88,123
578,690
666,813
43,440
13,704
424,894
5,159,247
4,301,859
35,346
914,489
-92,447
744,362
410,375
335,655
-1,668
26,875
383,140
40,910
6,779,428
181,384
2,239,397
2,000,489
-264,500
-25,592
375,885
245,391
131,026
-532
-164,863
13,054
2,974,583
11,226,291
4,914,527
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES
The accompanying Notes 1 to 25 are an integral part of the consolidated balance sheet as of December 31, 2003
64
65
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3. 2. 2. S ta te m e nt of I nc om e
ÍNDICE
Consolidated Statements of Income
for the years ended December 31, 2003 and 2002
Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles
in Spain (see Note 25). In the event of a discrepancy, the Spanish-language version prevails.
(Thousands of Euros)
3
ECONOMIC
AND FINANCIAL
INFORMATION
DEBIT
(Thousands of Euros)
12/31/03
12/31/02
5,332,730
1,837
1,975,527
1,516,870
458,657
192,094
29,129
1,005,865
573,547
125,275
159
4,965
23,935
387
-1,629
55,010
473,372
7,195
2,643,519
15,873
919,564
721,022
198,542
82,472
19,680
546,534
305,331
92,720
--2,450
251
--29,231
258,988
5,455
10,787
27,217
--
811
Extraordinary expenses (Note 22)
Prior years' expenses and losses
229,282
6,163
21,346
1,686
Extraordinary income
Consolidated income before taxes
Corporate income tax (Note 20)
Consolidated income for the year
Income attributed to minority interests (Note 22)
Income for the year attributed to the Parent Company (Note 22)
-283,370
48,289
235,081
-5,573
229,508
-250,437
68,375
182,062
-651
181,411
EXPENSES:
Cost of materials used and other external expenses
Decrease in finished goods and work-in-process inventories
Personnel expenses
Wages, salaries and similar expenses
Employee welfare expenses
Depreciation and amortization expense
Variation in operating allowances
Other operating expenses
Operating income
Financial expenses
Losses on short-term investments
Variation in investment valuation allowances
Exchange losses
Translation losses
Financial income
Share in losses of companies accounted for by the equity method
Amortization of goodwill (Note 6)
Income from ordinary activities
Losses on fixed assets
Variation in intangible asset, tangible fixed asset
and control portfolio allowances (Note 22)
Losses on disposals of investments accounted for by the equity method
CREDIT
REVENUES:
Net sales (Note 22)
Increase in finished goods and work-in-process inventories
Capitalized expenses of Group work on fixed assets
Other operating revenues
Operating loss
Revenues from shareholdings
Other financial revenues
Income from short-term investments
Exchange gains
Financial loss
Share in the income of companies accounted for by the equity method
Reversal of negative consolidation differences
Loss on ordinary activities
Gains on fixed assets (Note 22)
Gain on disposals of investments in fully
or proportionally consolidated companies
Gains on disposal of investments in companies accounted
for by the equity method (Note 22)
Capital subsidies transferred to income for the year
Extraordinary revenues
Prior years' revenues and income
Extraordinary loss
12/31/03
12/31/02
8,825,118
-48,558
237,053
4,420,187
15,273
11,732
85,781
-46,605
1,790
--
-11
28,101
234
2,961
106,326
62,451
339
-25,300
64,114
47,002
--7,944
7,225
--
7,399
2,100
28,850
521
18,571
2,830
10,030
619
190,002
8,551
The accompanying Notes 1 to 25 are an integral part of the 2003 consolidated statement of income
66
67
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
Notes to Consolidated Financial Statements for the year ended
December 31, 2003
9. Development, installation and maintenance of projects and construction work relating to traffic and lighting and
Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles
in Spain (see Note 25). In the event of a discrepancy, the Spanish-language version prevails.
10. Environmental activities which range from consulting and engineering and the operation of water treatment facilities
1
3
ECONOMIC
AND FINANCIAL
INFORMATION
research and development of related software and hardware.
to the management of industrial, urban, agricultural and hospital waste.
MERGER OF ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
AND GRUPO DRAGADOS, S.A.
11. Construction, maintenance, operation and sale of electricity obtained through the use of wind power and other forms
of renewable energy.
On July 2, 2003, the Boards of Directors of ACS, Actividades de Construcción y Servicios, S.A. and Grupo Dragados, S.A.
approved the plan for the merger by absorption of Grupo Dragados, S.A. into ACS, Actividades de Construcción y
12. Regular road passenger transportation, distribution of oil products by road, operation and management of bus stations
and the transportation of urgent packages.
Servicios, S.A. This merger plan was approved by the respective Special Shareholders’ Meetings on October 14, 2003.
The merger balance sheets as of April 30, 2003 of the merged companies were prepared using the same presentation
13. Provision of lighting, urban maintenance, electrical installation, industrial cleaning and integral building maintenance
services.
methods as those used for the annual financial statements.
The share exchange ratio used for the merger was 33 shares of ACS, Actividades de Construcción y Servicios, S.A. of E1.5
par value each for 68 shares of Grupo Dragados, S.A. of E1 par value each.
14. Performance of all manner of telecommunications activities.
15. The provision of all manner of services, integral computer support, lease of goods and equipment and provision of
supplies to surgical, sanitary and hospital establishments.
From May 1, 2003, the transactions performed by the absorbed company are deemed to be performed by the absorbing
company.
16. Other supplementary activities encompassing the business activities not included in the foregoing categories.
Once the merger proceedings had been completed, the merger deed was executed on December 12, 2003, and registered
at the Mercantile Registry on the same day.
2
ACTIVITIES OF THE CONSOLIDATED GROUP
The main activities of the ACS Actividades de Construcción y Servicios, S.A. Group and Subsidiaries are as follows:
1. Performance of all manner of private -or public- sector construction projects, performance of studies and provision
of counseling and technical assistance and, in general, of all manner of construction-related services.
2. Transport infrastructure concessions.
3
COMPANIES COMPOSING THE ACS GROUP
The ACS Group is formed by the Parent Company ACS, Actividades de Construcción y Servicios, S.A. and the subsidiaries
and associated companies detailed in Exhibits I, II and III.
Under Royal Decree 1815/1991 regulating the rules for the preparation of the consolidated financial statements, the
subsidiaries detailed in Exhibit III were excluded from consolidation since they are presently inactive or are of scant interest
with respect to the true and fair view given by the consolidated financial statements as a whole.
The associated and multigroup companies included in the scope of consolidation of the ACS, Actividades de Construcción
y Servicios, S.A. Group are listed in Exhibit II.
3. Management of services, mainly relating to urban cleaning, waste treatment, cleaning of interiors and integral building
maintenance.
4. Management of logistics and port services.
5. Industrial plant engineering and construction, performance of studies, projects and execution of all manner of
construction installation and erection work in relation to energy production and distribution.
6. Vertical and horizontal signposting of public roads, industrial paint and coatings, maintenance of installations and
buildings and integral road maintenance.
BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
a) Consolidation principles
The accompanying consolidated financial statements were prepared from the 2003 accounting records of ACS, Actividades
de Construcción y Servicios, S.A. and of its subsidiaries whose respective individual financial statements were prepared
by their respective directors in accordance with the Spanish National Chart of Accounts. All the amounts in these
7. Undertaking and marketing of real estate developments.
consolidated financial statements are expressed in thousands of euros.
8. Activities relating to change of image and the re-launch of companies or trade names, and all aspects relating to the
As required by Spanish corporate law, the financial statements must show, in addition to the 2003 figures for each
manufacture and installation of advertising items.
68
4
item in the balance sheet and statement of income, the figures for 2002.
69
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
The financial statements of ACS, Actividades de Construcción y Servicios, S.A. and its subsidiaries, which were
prepared by its directors, will be submitted for approval by the respective Shareholders' Meetings and it is considered
COMPANY
that they will be approved without any changes.
Dragados Proyectos Industriales de Méjico, S.A. de C.V.
Empresa Navarro, S.L.
Energías Ambientales de Outes, S.A.
Entabant Biocombustibles del Guadalquivir, S.A.
Entabant Biocombustibles del Pirineo, S.A.
Estación de Autobuses de Aguilar de Campoo, S.L.
Ferrocarriles del Norte de Colombia, S.A.
Guadalquivir Sociedad Concesionaria de la Junta de Andalucía, Guadalmetro, S.A.
Hijos de Simon Maestra, S.A.
Integra MGSI, S.A.
Limpiezas La Guía, S.L.
Loma del Capón, S.L.
Masa Portugal, S.A.
Munirah Transmissora de Energia Ltda.
New And Publicity, S.A.
Nuevas Energías Valencianas, S.A.
Parque Eólico Valcaire, S.L.
Rashid Dragados Industrial, Ltd.
Remolcadores de Barcelona, S.A.
Road Management Services (Darrington) Holdings Ltd.
Senaxsa
Serra do Moncoso Cambas, S.L.
Servicios y Proyectos Industriales de Méjico, S.A. de C.V.
Setec Solucoes Energeticas de Transmissao e Controle Ltda.
Sociedad Industrial de Construcciones Eléctricas, S.A.
SP Cobra Instalaçoes e Serviços, Ltda.
STE-Sul Transmissora de Energia, Ltda.
Tag Red, S.A.
Tecnologías Medioambientales del Golfo, S.A. de C.V.
Tracemar Inversiones, S.L.
Trasinal, S.A.
Tratamiento de Aceites y Marpoles, S.L.
Valorga Internacional, S.A.S.
Vent, Sol y Energía, S.A.
The companies detailed in Exhibit I in which a majority of the voting rights in their representation and decisionmaking bodies is held or in which, although there is not such a majority, effective management is exercised, were
3
ECONOMIC
AND FINANCIAL
INFORMATION
fully consolidated. The multigroup companies which are managed jointly with third parties were proportionally
consolidated.
The companies in which significant influence is exercised but a majority of the voting rights is not held or effective
management is not exercised were accounted for by the equity method.
The proportionally consolidated companies and the companies accounted for by the equity method are detailed in Exhibit II.
The equity of minority interests in the net worth in and results of the consolidated subsidiaries is presented under
the "Minority Interests" caption on the liability side in the consolidated balance sheet and under the "Income
Attributed to Minority Interests" caption in the consolidated statement of income.
b) Comparative information
As required by Spanish corporate law, the financial statements must show, in addition to the 2003 figures for each
item in the balance sheet and statement of income, the figures for 2002.
In view of the merger performed in the year, the figures in the financial statements for 2003 are not comparable
with those for 2002:
- The Group’s balance sheet includes the assets and liabilities as of December 31, 2003.
- The statement of income includes through April 30 the holding in Dragados Group accounted for by the equity method.
From May 1 through December 31, 2003, it includes the results for this period of all the companies belonging to the
former Dragados Group.
In order to facilitate comparison between the 2003 and 2002 figures a supplementary explanation is provided in each
of the notes to consolidated financial statements when the effect of the merger is significant.
c) Variations in the scope of consolidation
The most significant variations in the scope of consolidation in 2003 were as follows:
Inclusions and increases in ownership interest
OWNERSHIP INTEREST
REASON FOR INCLUSION
95.00%
100.00%
60.00%
25.00%
30.00%
33.33%
4.32%
27.83%
64.76%
32.25%
49.00%
50.00%
25.00%
95.00%
13.36%
100.00%
55.00%
40.00%
13.33%
25.00%
100.00%
45.00%
25.00%
100.00%
100.00%
100.00%
49.90%
50.00%
50.00%
100.00%
100.00%
50.00%
40.00%
100.00%
Incorporation
Acquisition
Increase in ownership interest
Acquisition
Acquisition
Increase in ownership interest
Incorporation
Acquisition
Increase in ownership interest
Increase in ownership interest
Formation
Increase in ownership interest
Formation
Increase in ownership interest
Increase in ownership interest
Formation
Formation
Increase in ownership interest
Formation
Increase in ownership interest
Formation
Increase in ownership interest
Formation
Incorporation
Increase in ownership interest
Formation
Incorporation
Incorporation
Formation
Acquisition
Increase in ownership interest
Incorporation
Increase in ownership interest
OWNERSHIP INTEREST
REASON FOR EXCLUSION
Inclusions due to merger: As a result of the merger with Grupo Dragados, S.A., its investees as of April 30, 2003
Exclusions from the scope of consolidation
that are detailed in Exhibit V were included in the scope of consolidation.
In addition to the inclusions due to merger, the inclusions in the scope of consolidation in 2003 were as follows
COMPANY
Artemis Transmissora de Energia Ltda.
Autobuses García, S.A.
Autovía de la Mancha, S.A.C.J.CC. Castilla La Mancha
Construrail, S.A.
Cuerda de Rodaderos, S.L.
Dragados A1, Ltd.
70
OWNERSHIP INTEREST
REASON FOR INCLUSION
51.00%
100.00%
66.66%
60.00%
60.00%
100.00%
Formation
Acquisition
Incorporation
Incorporation
Formation
Formation
COMPANY
Dragados FCC Internacional de Construcción, S.A.
100.00%
Cevasa & Roura Brasil, Ltda.
Cevasa & Roura Venezuela, Ltda.
Cevasa Perú, S.A.
Cevasa & Roura Chile, Ltda.
Roura Cevasa Argentina, S.A.
Covaersa, S.A.
MPC Engenheria Brasil
Dinec 1, S.A. de C.V.
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
87.00%
3.44%
Merger by absorption with
Dragados Obras y Proyectos, S.A.
Inactive
Inactive
Inactive
Inactive
Inactive
Sale
Sale
Sale
71
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
COMPANY
OWNERSHIP INTEREST
Satel Telecomunicación, S.L.
100.00%
Telsa Sistemas, S.A.
100.00%
Servicios Off Shore, S.A. de C.V.
Infotransit, S.A.
3
5.00%
55.00%
REASON FOR EXCLUSION
Merger by absorption of Telsa Instalaciones
de Telecomunicaciones y Electricidad, S.A.
Merger by absorption of Telsa Instalaciones
de Telecomunicaciones y Electricidad, S.A.
Sale
Dissolution
c) Standardization of items
In order to uniformly present the items included in the accompanying consolidated financial statements, the valuation
principles and standards adopted by the Parent Company, regulated in the Commercial Code, the Corporations Law
and related enacting regulations and in the Spanish National Chart of Accounts and the adaptations thereof for the
related industries were applied at all the consolidated companies.
The main uniformity adjustments relate to foreign toll-road concession-holders in accordance with the Ministerial
Order dated December 30, 1998, enacting the standards for adaptation of the Spanish National Chart of Accounts
ECONOMIC
AND FINANCIAL
INFORMATION
The changes in the scope of consolidation that had a significant impact were explained in the related notes to financial
for toll-road, tunnel, bridge and other tollway concession-holders, and to water supply and treatment companies in
statements.
accordance with the Ministerial Order dated December 10, 1998, enacting the standards for adaptation of the Spanish
d) Joint ventures
The various captions in the balance sheets and income statements of the joint ventures in which the Group companies
National Chart of Accounts for water supply and treatment companies.
d) Translation of financial statements denominated in foreign currencies of companies abroad
have an ownership interest are included in proportion to the holding owned therein. The main joint ventures operating
The assets and liabilities in the financial statements of the foreign subsidiaries included in consolidation were translated
in the year ended December 31, 2003, are detailed in Exhibit IV.
to euros at the year-end exchange rate, capital and reserves were translated at historical exchange rates, and income
statement accounts were translated by applying the average exchange rates for the year. The resulting translation
difference is recorded under the “Shareholders’ Equity-Translation Differences” caption, net of the portion relating
5
VALUATION STANDARDS
to minority shareholders, which is included under the “Minority Interests” caption on the liability side of the consolidated
balance sheet.
The main valuation methods applied in preparing the accompanying consolidated financial statements were as follows:
The translation differences arising at foreign companies which are indirect investees of Grupo Dragados, S.A. were
a) Goodwill and negative consolidation difference
included under the "Shareholders' Equity-Reserves at Fully and Proportionally Consolidated Companies”, and
Goodwill was calculated as the positive difference between the cost of the investment in each of the consolidated
"Shareholders' Equity-Reserves at Companies Accounted for by the Equity Method" captions. These balances were
companies at the date of consolidation and the underlying book values of these holdings per the available balance
reclassified to the “Translation Differences” caption as of December 31, 2003.
sheets prepared closest to the acquisition date.
The financial statements of Group companies in certain South American countries were adjusted for the effect of inflation,
Goodwill arising from the acquisition of a foreign company is treated as an asset in the country in which the investment
in accordance with the legislation in force in the countries concerned and with generally accepted accounting principles.
is made and, accordingly, is translated at the year-end exchange rate.
This adjustment gave rise to a nonmaterial variation in consolidated reserves and income.
If the positive difference relates to unrealized gains on the subsidiary’s asset items, it is recorded as an increase in
e) Start-up expenses
the value of these assets.
Start-up expenses, which comprise capital increase and preopening expenses, are recorded at cost and relate to public
Goodwill is systematically amortized over the estimated period during which it will contribute to the generation of
income for the Group (up to 20 years).
The negative consolidation difference was calculated as the negative difference between the cost of the investment
deed and registration expenses and taxes. These costs are recorded net of amortization, which is taken over a maximum
period of five years.
f) Intangible assets
and the underlying book value of the holding at the date of its inclusion in the Group.
This caption comprises:
If the negative difference relates to contingent or undervalued liabilities, it is recorded as an increase in the amount of
1. Rights on assets leased under financial lease contracts, which are recorded as intangible assets at the cash cost
these liabilities.
This negative difference is recorded in the statement of income at the date on which the gain that generated this difference
of the leased assets and the lease payments payable plus the amount of the purchase option are recorded as a
liability. The difference between the lease liability and the net value of the assets is recorded as deferred charges.
is realized, be it due to the distribution of the subsidiary’s shareholders’ equity or to the disposal of the holding.
b) Transactions between consolidated companies
In the preparation of the consolidated financial statements, all material balances and revenue and expense transactions
between consolidated companies were eliminated in consolidation.
72
73
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
The assets under the financial lease contracts are amortized in accordance with the years of estimate useful life
h) Tangible fixed assets
thereof at the date of their original acquisition.
Tangible fixed assets are valued at cost, revalued pursuant to the applicable enabling legislation which, in the case
The related interest is recorded as an expense on an accrual basis by the interest method.
of certain Group companies, includes Royal Decree-Law 7/1996.
2. Administrative concessions are recorded at the amount paid by the companies as the operating fee, plus the
3
ECONOMIC
AND FINANCIAL
INFORMATION
The costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency or to
amount of the costs of the construction and assembly of facilities used in administrative concessions. The
a lengthening of the useful lives of the assets are capitalized.
administrative concessions are amortized on a straight-line basis over the concession term.
The replacement and maintenance expenses which do not lead to a lengthening of the useful lives or to increased
3. The expenses incurred in research and development projects whose technical results are satisfactory are capitalized
and amortized over a maximum period of five years once the project is considered to be commercially and
economically viable. If the results are not favorable, or the circumstances enabling the expenses to be capitalized
vary, the unamortized portion is taken to income in the same period in which these circumstances become known.
production capacity of the related assets are expensed currently.
Group work on its own fixed assets is valued at construction cost.
The Group companies depreciate their tangible fixed assets by the straight-line method at annual rates based on the
following years of estimated useful life:
4. Patents, licenses and similar rights are recorded at cost and amortized over a five-year period.
Years of
estimated useful life
g) Long-term assets in projects
This caption includes the amount of the investments in transport, energy and environmental infrastructures which
Structures
are operated by ACS Group subsidiaries and which are financed by the Project Finance method (financing without
Plant and machinery
3-20
recourse applied to projects).
Other fixtures, tools and furniture
3-14
Other tangible fixed assets
4-12
These financing structures are applied to projects capable in their own right of providing sufficient guarantee to the
33-50
participating financial institutions with regard to the repayment of the funds borrowed to finance them. Each project is
performed through specific companies in which the project’s assets are financed, on the one hand, through a contribution
Concession-related tangible fixed assets are depreciated over their years of useful life. When the term of the concession
of funds by the developers, which is limited to a determined amount, and on the other, generally of a larger amount, through
contracts is shorter than the years of useful life, the depreciation expense is supplemented by the reversion reserve (see
borrowed funds in the form of long-term debt. The debt servicing of these credit facilities or loans is mainly supported by
Note 5-p-3).
the cash flows generated by the project in the future.
Short- and long-term marketable securities include the cost of holdings in nonconsolidated companies, that of companies
(studies and designs, expropriations, reinstatement of services, project execution, project management and administration
excluded from the scope of consolidation (see Exhibit III) and the short-term investments in government debt securities.
expenses, installations and building construction and similar items) and the portion relating to other indirectly allocable
costs, to the extent that they relate to the construction period.
The holdings in nonconsolidated companies are valued at cost, net, where appropriate, of the required allowances for
decline in value, in order to reflect the lower of acquisition cost or underlying book value of the holding, adjusted by
Also included in this caption are the financial expenses incurred prior to the entry into operation of the assets arising
the amount of the unrealized gains disclosed at the time of acquisition and still existing at the date of subsequent
from external financing thereof.
valuation.
Repair and maintenance expenses which do not lead to a lengthening of the useful life of the assets or an extension
Short-term investments in government debt securities are valued at cost plus accrued interest at year-end.
of their production capacity are expensed currently.
Concession-holders cover all the investment made on completion of the concession term by way of amortization.
Accordingly, amortization is calculated by applying the proportion of toll road/landing fee revenues for each year with
respect to total projected toll road/landing fee revenues for the full concession term to total projected investment on
74
i) Short-term and long-term marketable securities
These assets are valued at the costs directly allocable to construction incurred through their entry into operation
The valuation methods are as follows:
1. Listed securities: At the lower of cost or market. The market value was taken to be the lower of average market
price in the last quarter or closing market price on the last trading day of the year.
completion of the concession term, in accordance with the economic and financial plans of the various concessions.
2. Unlisted securities: At acquisition or formation cost, net, where appropriate, of the necessary allowances for decline
In view of the nature of this amortization it is recorded as a reversion reserve on the liability side of the consolidated
in value, if cost was higher than the underlying book value of the holding at year-end, adjusted by the amount of
balance sheet.
the unrealized gains disclosed at the time of acquisition and still existing at the date of subsequent valuation.
75
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
j) Nontrade loans
As of December 31, 2003, the Group owned 902,453 Parent Company shares.
Nontrade loans are recorded at face value. Loans repayable in under 12 months from year-end are classified as short-
n) Subsidies
term loans and those repayable at over 12 months as long-term loans.
3
ECONOMIC
AND FINANCIAL
INFORMATION
The ACS Group was granted subsidies by various public agencies mainly to finance environmental tangible fixed assets.
These loans earn interest at market rates. Interest is recorded on an accrual basis, and the uncollected portion is
Evidence of compliance with the conditions in the relevant decisions granting the subsidies was provided to the relevant
recorded under this caption at long or short term, as appropriate.
competent agencies.
k) Deferred charges
These subsidies are included under the “Deferred Revenues” caption in the accompanying consolidated balance sheet
This caption includes the financial expenses relating to the financing of fully consolidated concessions for transport
and are charged to income each year in proportion to the depreciation on the subsidized assets.
infrastructure and services, and other unaccrued financial expenses. Since there is reasonable evidence for the recovery
o) Provisions for pensions and similar obligations
through future year rates of the concession-related financial expenses incurred from when each infrastructure section
enters into operation, these expenses are allocated to income as follows:
1. Financial expenses are charged to income each year based on the proportion of fee revenues for the year with
respect to total projected fee revenues for the concession period, applied to the total projected financial expenses,
in accordance with the economic and financial plans of the concession.
ACS, Actividades de Construcción y Servicios, S.A. and, to an insignificant extent, three subsidiaries are required,
under certain conditions, to make monthly payments to their employees to supplement the mandatory standard social
security benefits for retirement, disability, death of spouse and death of parent.
In 2000 Grupo Dragados, S.A. (absorbed by ACS, Actividades de Construcción y Servicios, S.A.) partially externalized
the aforementioned commitments of the Parent Company and of one of the subsidiaries based on the information
2. The positive difference between the projected financial expense and the expense to be charged to income as
available at 2000 year-end. In 2001 more accurate information became available relating to certain variables and
described in paragraph 1) above is capitalized to the “Deferred Charges” caption; if the difference is negative, it
assumptions used in determining the pension supplements (mainly data on definitive groups, pensionable salaries
will be charged to income by the method described above.
and estimated retirement ages). The actuarial valuation of the commitments assumed was performed on the basis
l) Inventories
of the adjustment mechanism provided for in the insurance contract.
The Group values its inventories as follows:
Pursuant to Law 8/1987 regulating pension plans and funds and Royal Decree 1588/1999 governing the instrumentation
1. Assets received in settlement of receivables are recorded at the amount due, plus the necessary expenses arising
from the transaction. Should the realizable value be lower, the related allowance for decline in value is recorded
to adjust the net book value.
2. The Group’s building lots and real estate developments are valued at cost increased, where appropriate, by development
of these commitments, in 2002 the remaining commitments were externalized, by taking out the related insurance
policies at the other two subsidiaries. The retirement bonus commitments pursuant to collective labor agreements
were also externalized at eight other subsidiaries.
Based on the valuation made, E101.9 million and E152 million were required to meet the commitments to serving
and construction costs and other acquisition-related costs, and reduced, where appropriate, by the allowance required to
and retired employees, respectively, as of December 31, 2003. The actuarial assumptions used are those indicated
reduce these inventories to their estimated realizable value.
below, with the exception of the assumed interest rate applied, which fell as a result of the interest rate cut and
3. Raw materials and supplies, consumables and replacement materials are valued at the lower of cost or net realizable
value.
4. Ancillary work and initial project expenses include mainly work on site facilities, both specific and general, valued at
ranged from 5.93% to 4.32%.
Annual rate of increase of maximum social security pension benefit
2.00%
Annual wage increase
2.35%
acquisition or production cost, and the costs incurred before the contract date. These expenses are allocated to the cost
Annual growth rate of the Consumer Price Index (CPI)
of the project on the basis of the completed construction work. Should the project finally not be awarded, these costs
Mortality table *
are allocated to income for the year.
5. Work-in-process includes the cost of the work performed and materials used at the end of each year for corporate image
and traffic regulation activities and other fixtures.
m) Parent Company shares held by the Group
2.00%
PERMF-2000 P
* Guaranteed assumptions which will not vary
Of the total amount of ¤253.9 million, a definitive funding plan was formalized through 2004 for E42.9 million, of
which E14.6 million were outstanding as of December 31, 2003, and were provisioned in full. The funding term through
2004 established in the provisional plan has been maintained. In addition, in 2003 the Company made prepayments
The shares are valued at the lower of average acquisition cost or consolidated underlying book value, adjusted by the amount
of the unrealized gains still existing at the date of valuation.
The related restricted reserve was included under the “Shareholders’ Equity” caption.
76
77
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
3
ECONOMIC
AND FINANCIAL
INFORMATION
amounting to E13.7 million to insurance companies in relation to commitments to its management team and Board
2. Provision for contingencies: this relates to the estimated amount of possible obligations whose exact amount cannot
members, effective from January 1, 2004. These commitments were formalized through defined contribution Group
yet be determined or whose date of payment is uncertain, since they depend on the fulfillment of certain conditions.
savings insurance policies via capital contributions.
This provision is recorded on the basis of the best estimates of the annual accrual.
In accordance with the Spanish National Chart of Accounts, and with the authorization granted by the Shareholders’
3. Reversion reserve. A reversion reserve is recorded for the assets used in administrative concessions that are reverted
Meeting of Grupo Dragados, S.A. on May 7, 1992, the Group will charge E5.4 million to reserves through 2004
to public agencies on completion of the concession terms. The reserve is calculated with the aim of supplementing
(E3.6 million relate to the period from May 1 through December 31, 2003), for the initial shortfall existing in
the depreciation of the related assets, so that their net book value is zero on completion of the concession term.
1990. A provision was recorded for the amount relating to 2004, as described in the preceding paragraph.
The companies consider that the periodic maintenance plans, whose cost is allocated to expenses in the year they
The amounts recorded under the “Extraordinary Expenses” caption in the accompanying 2003 statement of income
are incurred, are sufficient to ensure that the assets used are reverted in good working condition on completion
in connection with pension commitments are as follows:
of the concession terms and, accordingly, no significant expenses will arise as a result of the reversion.
1.E5.5 million recorded under the “Personnel Expenses” caption relating to the principal of the portion financed in
2000 and which fell due in 2003.
2. E1.1 million recorded under the “Financial Expenses” caption relating to the interest on the portion that was
financed in 2000 and fell due in 2003.
3. E2.4 million recorded under the “Personnel Expenses” caption relating to the net premium accrued by the Parent
Company in 2003.
4. E0.2 million recorded under the “Personnel Expenses” caption for premiums paid by other Group companies.
The amount included in Note 3 includes the contributions of E0.1 million to the pension plan for the Parent Company’s
directors who performed executive duties in 2003.
Also, under Law 8/1987 regulating pension plans and funds, in 2002 the Group externalized the commitment to certain
4.Severance costs. Under current labor legislation, the consolidated companies are required to pay severance to
employees terminated under certain conditions.
Management of the companies consider that, on the basis of estimates of the severance pay payable for possible
terminations of permanent employees, the accrued liability for severance costs is reasonably covered by the provision
for restructuring due to merger.
Also, pursuant to current legislation, the companies recorded an allowance under the “Operating Allowances”
caption on the liability side of the balance sheet to meet the cost of temporary employee terminations.
5. Provision for restructuring due to merger. A provision was recorded to meet the expenses arising from restructuring
due to the merger by absorption of Grupo Dragados, S.A.
q) Classification of debt
senior executives of Ginés Navarro Construcciones, S.A. (company absorbed by ACS, Actividades de Construcción y
Short and long-term debts are recorded at face value. Debts maturing in under 12 months from year-end are classified
Servicios, S.A.).
as current liabilities and those maturing at over 12 months as long-term debt.
As a result of the merger, all commitments acquired as of December 31, 2003, had been provisioned in full and allocated
These debts are increased by the unmatured accrued interest thereon, and are recorded by the same method as the
to the 2003 statements of income. The amount charged to the “Extraordinary Expenses” caption in this connection totaled
principal amount. Interest is recorded in the year in which it accrues
E28.3 million.
r) Corporate income tax
p) Other provisions for contingencies and expenses
The corporate income tax expense for the year at each company is calculated on the basis of book income before
The Group records “Other Provisions for Contingencies and Expenses” as follows:
taxes, increased or decreased, as appropriate, by the permanent differences from taxable income, net of tax relief
1. Provision for third-party liability: this relates to the estimated amount required for probable or certain third-party
and tax credits.
liability arising from litigation in progress and from indemnity payments and obligations outstanding or that may
The Spanish companies in which the Parent Company has more than a 75% ownership interest file consolidated tax returns
arise, of undetermined amount. This provision is recorded when the liability or obligation giving rise to the indemnity
pursuant to current regulations, as part of Tax Group 30/99.
or payment arises.
As a result of the merger by absorption of the Dragados Group, the companies comprising its Tax Group were included
In this connection and in accordance with the opinion of the external lawyers dealing with the legal aspects of
in Tax Group 30/99 from the date the merger was registered at the Mercantile Registry. These companies were
this matter, the Group considers that no economic risk exists in relation to the claim filed by Boliden-Apirsa in
previously included in Tax Group 24/97.
2004.
78
79
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
3
ECONOMIC
AND FINANCIAL
INFORMATION
s) Foreign currency transactions
The real estate companies record sales and the cost of sales on delivery of keys or on transfer of the ownership of the
Foreign currency transactions are translated to euros at the exchange rates ruling at the transaction date. The balances
land. In the case of sale contracts entered into with customers, if units for sale are substantially completed (i.e. at least
of foreign currency accounts are adjusted at year-end to the year-end exchange rates. The net translation losses are
80%), a provision is recorded for the estimated future costs to be incurred in completing the buildings.
charged to the statement of income and the net translation gains are deferred until they are realized.
Revenues on turnkey industrial construction and engineering projects are generally recognized by applying the expected
t) Revenues and expenses
percentage margin on total estimated costs (which are updated constantly) to the costs actually incurred.
Revenues and expenses are generally recognized on an accrual basis, i.e. when the actual flow of the related goods
u) Activities with an impact on the environment
and services occurs, regardless of when the resulting monetary or financial flow arises.
Any operation, the main aim of which is to prevent, reduce or repair environmental damage is considered to be an
However, in accordance with the accounting principle of prudence, the Group only records realized income at year-
environmental activity.
end, whereas foreseeable contingencies and losses, including possible losses, are recorded as soon as they become
However, the business activities carried on by the Group include street cleaning, collection of solid urban waste, water
known.
treatment and quality control and other activities involving the provision of environmental services to third parties. Also,
In the construction business, the Group recognizes each year as the period result on construction projects the difference
most of the construction contracts include a study of environmental impact and the performance of work to preserve,
between production and the costs incurred in the year.
maintain and restore the environment.
Since in the construction industry estimated revenues and costs of construction projects are susceptible to variations
The Group does not treat as environmental assets and expenses those relating to the provision of the aforementioned
during the performance period which cannot be readily foreseen or objectively quantified, the consolidated companies
services since they are performed for third parties. Notwithstanding this, the environmental claims and obligations are
that engage in construction activities recognize as the period result on their construction projects the difference between
included regardless of whether they involve in-house operations or operations performed for third parties.
production each year and the actual costs incurred during the projects. Production each year is valued at certification
Investments arising from environmental activities are valued at cost and capitalized as an addition to fixed assets in the
price of the units completed in the period that, since they are covered in the contract entered into with the owners,
year in which they are incurred in accordance with the methods described in Note 5-h.
or in approved addenda or amendments thereto, do not give rise to any doubts regarding their certification. In addition,
Expenses arising from environmental protection and improvement are charged to income in the year in which they are
production is valued at certification price of other project units that have already been completed for which management
incurred, regardless of when the resulting monetary or financial flow arises.
of the consolidated companies consider there is reasonable assurance of recovery.
The provisions for probable or certain third-party liability, litigation in progress or outstanding indemnity payments or obligations
On the basis of the latest cost and revenue projections prepared by the consolidated companies for the projects in
of undetermined amount of an environmental nature, which are not covered by the insurance policies taken out by the Group,
progress, the result recognized by them, under the above-mentioned method, does not significantly differ from that
are recorded when the liability or obligation giving rise to the indemnity or payment arises.
that would have been obtained under the percentage-of-completion method. Under this method, the result from projects
with expected final income would be that arising from the application thereto of the percentage arising from comparison
between the actual costs incurred and total estimated costs; in the event of construction projects for which a final loss
is expected, the result would be the full amount of the loss from the moment in which it is determined.
Should the amount of production from inception, valued at certification price, of each project be greater than the
6
CONSOLIDATION GOODWILL
The variations in the balance of this caption in the consolidated balance sheet were as follows:
amount certified through the balance-sheet date, the difference between the two amounts is recorded under the
"Completed Production Pending Certification" caption on the asset side of the consolidated balance sheet. Should
(Thousands of Euros)
the amount of production from inception be lower than the amount of the certificates issued, the difference is
Balance at December 31, 2002
666,813
Additions due to merger
160,917
Additions
276,288
Amortization
(55,010)
recorded under the "Trade Accounts Payable-Customer Advances” caption on the liability side of the consolidated
balance sheet.
Inspection levy expenses, estimated costs for site clearance and other expenses that may be incurred from completion
of the project through final settlement thereof are accrued over the execution period on the basis of production volumes
Reductions and other
Balance at December 31, 2003
(9,114)
1,039,894
and are recorded under the “Operating Allowances” caption on the liability side of the consolidated balance sheets.
80
81
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3. 2. 3. Cons ol i da te d Re port
ÍNDICE
The main addition to consolidation goodwill relates to the acquisition through a tender offer by ACS, Actividades de
7
INVESTMENTS IN COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD
Construcción y Servicios, S.A. of an additional 9.992% holding in Grupo Dragados, S.A. for E241,370 thousand in the
The variations in the balance of this caption in 2003 were as follows:
first quarter of the year.
The detail, by company, of goodwill as of December 31, 2003, is as follows:
3
ECONOMIC
AND FINANCIAL
INFORMATION
(Thousands of Euros)
(Thousands of Euros)
Goodwill
Accumulated
Amortization
Net
Amount
Parent Company
Grupo Dragados, S.A. merger
842,603
(61,664)
780,939
Concessions
Abertis Infraestructuras, S.A.
10,754
(1,076)
9,678
(4,603)
12,234
9,963
(8,926)
1,037
6,180
(914)
5,266
S.I.C.E.
15,616
(3,908)
11,708
Other subsidiaries
11,228
(4,081)
7,147
51,377
(10,754)
40,623
6,014
(1,804)
4,210
Consenur, S.A.
Continental Auto
27,430
(4,987)
22,443
Empresa Navarro, S.L.
4,841
(282)
4,559
Autobuses García, S.L.
2,833
(184)
2,649
Hijos de Simón Maestra, S.A.
2,859
(134)
2,725
Aguas del Huesna, S.L.
2,924
(585)
2,339
New and Publicity, S.A.
6,312
(1,084)
5,228
CSX World T. Dominicana, Ltd.
Sintax Group
KDM, S.A.
Marítima del Mediterráneo, S.A.
Marítima Mallach, S.A.
Operaciones Portuarias Canarias, S.A.
117,791
Sales
Other items
(3,828)
(431,953)
(29,055)
1,081,186
tender offer launched in the first quarter of 2003 and the acquisition of 0.51% of Abertis Infraestructuras, S.A.
The decreases relate to the elimination, as a result of the merger process, of the value of the holding in Grupo Dragados,
The change in consolidation method arose mainly from the accounting for by the equity method of Xfera Móviles, S.A.
on acquisition of the 14.82% ownership interest held by Vivendi in this company.
The “Other Items” caption relates mainly to the differences arising from the translation of the Chilean and Mexican pesos
to the euro and to the distribution of dividends.
The detail, by company, of the balance of this caption as of December 31, 2003, is as follows:
7,073
(1)
7,072
20,302
(2,029)
18,273
6,044
(1,503)
4,541
15,772
(3,055)
12,717
2,481
(455)
2,026
Covisur, S.A.
11,192
(1,552)
9,640
Industrial
(Thousands of Euros)
Company
Construction
4,296
Servicios Urbanos, S.L.
3,230
(323)
2,907
Nordeste Transmissora de Energia, Ltda.
Transportes Los Olivos, S.A.
3,135
(1,112)
2,023
Red Eléctrica del Sur, S.A.
4,624
TV Transit, S.A.
8,204
(779)
7,425
Expansión de Transmissao Eléctrica Brasil, S.A.
5,563
Sintax Logística, S.A.
9,241
(925)
8,316
Cygnus Air, S.A.
2,030
Ecolube, S.L.
9,647
(823)
8,824
Services
54,468
(11,123)
43,345
Other subsidiaries
Total
82
200,504
Income for the year
S.A. accounted for by the equity method.
Services
Técnicas Medioambientales, TECMED, S.A.
134,507
Acquisitions and capital subscriptions
The acquisitions and share subscriptions relate mainly to the acquisition of 9.992% of Grupo Dragados, S.A. through the
Industrial
Sistemas Radiantes F. Moyano, S.A.
729,149
Change in consolidation method
Balance at December 31, 2003
16,837
Other subsidiaries
364,071
Additions due to merger
Decreases
Construction
Vía Dragados, S.A.
Balance at December 31, 2002
1,168,560
(128,666)
1,039,894
Operaciones Portuarias Canarias, S.A.
14,408
14,100
CSXWT Dominicana, Ltd.
8,884
Remolcadores de Barcelona, S.A.
9,422
Aguas del Gran Buenos Aires, S.A.
3,688
Iquique Terminal Internacional, S.A.
3,574
A.T.M. Cartera, S.A.
3,310
Ecoparc, S.A.
3,064
Conda, S.A.
2,191
Centro Tecnológico Integrado de Residuos Industriales, S.A.
1,897
83
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3. 2. 3. Cons ol i da te d Re port
ÍNDICE
8
START-UP EXPENSES
(Thousands of Euros)
Company
The variations in the balance of this caption in 2003 were as follows:
Concessions
Abertis Infraestructuras, S.A.
3
ECONOMIC
AND FINANCIAL
INFORMATION
458,765
Rutas del Pacífico, S.A.
45,297
Aeropuertos Mejicanos del Pacífico, S.A. de C.V.
53,520
Autopista Central, S.A.
40,103
Autopista Vespucio Norte, S.A.
32,403
Infraestructuras y Radiales, S.A.
24,044
Guadalquivir, S.A.C.J.A. - Guadalmetro, S.A.
23,934
Scutvias-Autoestradas de Beira Interior, S.A.
16,402
Ruta de los Pantanos, S.A.
4,023
Bakwena Platinum Corridor Consortium, Ltd.
3,792
Inmobiliaria Urbis, S.A.
157,631
Xfera Móviles, S.A.
106,406
Total
Balance at December 31, 2002
3,578
Additions due to merger
15,622
Variations in the scope of consolidation
(274)
Additions
8,108
Amortization
(10,100)
Reductions
(1,409)
Balance at December 31, 2003
15,525
The additions relate mainly to preopening expenses incurred at the new companies formed in the year.
Other
Other companies
(Thousands of Euros)
33,815
9
INTANGIBLE ASSETS
1,081,186
The variations in the balance of this caption in 2003 were as follows:
As of December 31, 2003, the Company had an effective ownership interest of 29.34% in the capital stock of Xfera Móviles,
S.A. both directly and through ACS Sonera Telefonía Móvil, S.A. Xfera Móviles, S.A. is in the start-up phase of its business.
(Thousands of Euros)
Balance at
12/31/02
As a result of the current technological and regulatory framework, Xfera Móviles, S.A. has prepared a new business plan,
other than that prepared when the tender bid for the license was submitted, demonstrating its viability. In this business
Additions
Variations in
Due the Scope of
to Merger Consolidation
Additions or
Retirements
Provisions or Reductions
Balance at
12/31/03
plan, Xfera Móviles, S.A. modified certain trends and assumptions with respect to the preceding version, in order to reduce
Investment
112,848
159,043
11,406
87,869
(34,201)
the project’s financial risks, optimize resources and adapt the plan to the current market situation and climate. Xfera Móviles,
Accumulated amortization
(45,288)
(35,023)
(1,826)
(23,405)
8,217
(97,325)
67,560
124,020
9,580
64,464
(25,984)
239,640
S.A. is negotiating various roaming agreements in Spain and agreements to share infrastructures with various wireless
Total
336,965
operators, which would enable it to make maximum return on the investments performed.
As a result of the foregoing, the Company recorded an allowance for the losses incurred, adjusting the investment to the
underlying book value of its holding.
Lastly, and as a result of the acquisition from Vivendi of a 14.82% holding in Xfera Móviles, S.A., the Group recorded an
additional provision of E37,648 thousand as of December 31, 2003, which was recorded under the “Provisions for
Contingencies and Expenses” caption in the accompanying balance sheet.
The main additions are leased assets relating to the fleet of Continental Auto buses and machinery for environmental
cleaning, and logistics and port services. Also noteworthy in the additions column are the administrative concessions relating
to Terminales del Sudeste.
The detail of intangible assets as of December 31, 2003, is as follows:
(Thousands of Euros)
Cost
In addition to the aforementioned allowances and provisions and, as a result of the general situation of uncertainty and
Accumulated
Amortization
Net Amount
slowdown currently affecting the telecommunications industry, which will affect the recovery period of the investments
made, the Company, in accordance with the principle of prudence, recorded general-purpose provisions totaling E24,463
thousand (E13,429 thousand of which were recorded in the year) under the “Provisions for Contingencies and Expenses”
caption in the accompanying balance sheet.
In 2004 the Company acquired for E12,816 thousand, through an arbitral award, 9,674,513 shares of Xfera Móviles, S.A.
from Vodafone Holding Gmbh, and the related counter-guarantees were substituted (see Note 17).
84
Research and development expenses
19,528
(11,134)
8,394
Administrative concessions
64,809
(19,179)
45,630
Intellectual property
4,090
(2,680)
1,410
Goodwill
3,609
(292)
3,317
Leasehold assignment rights
Computer software
Rights on leased assets
52
(15)
37
42,487
(25,556)
16,931
172,294
(36,739)
135,555
Rights on licensed assets
14,825
(1,456)
13,369
Other
15,271
(274)
14,997
Total
336,965
(97,325)
239,640
85
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
The main characteristics of the principal financial lease contracts are as follows:
The variations in 2003 in the balance of this caption were as follows:
(Thousands of Euros)
(Thousands of Euros)
Original cost of leased assets
172,294
Lease payments payable (including purchase option)
125,442
3
ECONOMIC
AND FINANCIAL
INFORMATION
10
LONG-TERM ASSETS IN PROJECTS
The balance of the “Long-term Assets in Projects” caption on the asset side of the consolidated balance sheet as of December
31, 2003, includes the costs incurred by the fully consolidated companies in the construction of infrastructures whose
operation constitutes the corporate purpose of the respective companies, the detail being as follows:
Type of
Infrastructure
Company
Investment
Net value of
Accumulated Long-Term Assets
Depreciation
in Projects
Energías Ambientales de Somozas, S.A.
Wind-farm facility
46,352
(8,140)
38,212
Societat Eólica de L´Enderrocada, S.A.
Wind-farm facility
28,821
(6,810)
22,011
Energías Ambientales de Vimianzo, S.A.
Wind-farm facility
49,271
(5,599)
43,672
Energías Ambientales de Novo, S.A.
Wind-farm facility
17,825
(1,589)
16,236
Energías Ambientales de OUTES, S.A
Wind-farm facility
26,024
0
26,024
Somersa
Wind-farm facility
10,672
0
10,672
Vertresa RWE Senda UTE Las Dehesas*
Urban solid waste
treatment plant
53,093
(8,528)
44,565
Tecmed BKU UTE Albada
Servicios de Aguas de Misiones, S.A.
Urban solid waste
treatment plant
58,117
Water supply
(3,248)
54,869
Additions or
Provisions
Retirements
or Reductions
Balance at
12/31/03
Investments
265,719
495,080
(29,471)
81,819
(13,920)
799,227
(26,732)
(122,088)
0
(19,065)
10,580
(157,305)
Total
238,987
372,992
(29,471)
62,754
(3,340)
641,922
The “Project Financing” caption on the liability side of the balance sheet includes the amount of financing allocated to the
projects. The breakdown, by company, as of December 31, 2003, is as follows:
Company
Short Term
Long Term
Total
Intercambiador de Transportes Avda. de América, S.A.
1,139
12,585
13,724
Energías Ambientales de Somozas, S.A.
2,885
33,207
36,092
Societat Eólica de L´Enderrocada, S.A.
1,883
14,391
16,274
Energías Ambientales de Vimianzo, S.A.
2,515
37,309
39,824
Energías Ambientales de Novo, S.A.
1,082
11,179
12,261
19,372
0
19,372
Somersa
7,804
0
7,804
Vertresa RWE Senda UTE Las Dehesas
2,912
32,673
35,585
Tecmed-BKU UTE Albada
32,074
Energías Ambientales de OUTES, S.A.
2,179
29,895
Aufe, S.A. Concesionarias
523
516
1,039
Aunor, S.A.
563
2,431
2,994
1,034
36,083
37,117
896
6,420
7,316
6,080
48,651
54,731
50,867
265,340
316,207
2,825
(477)
2,348
(42,160)
84,847
Soc. Aguas de Misiones
Water supply 106,429
(14,159)
92,270
Tirmadrid, S.A.
Artemis Transmissora de Energia, Ltda
Electricity transmission
180
0
180
Munirah Transmissora de Energia, Ltda
Electricity transmission
132
0
132
Transfer
station
22,733
(5,327)
17,406
Intercambiador de Transportes
Avda. de América, S.A.
Autovía de La Mancha, S.A.C.J.CC.CLM
Road
6,186
0
6,186
Aufe, S.A. Concesionaria (Dycasa)
Road
11,881
(6,158)
5,723
Servicios de Mantenimiento de Carreteras, S.A. (Semacar)
Road
54,208
(54,208)
0
Aunor, S.A. (Dycasa)
Road
4,955
(902)
4,053
Railroad
83,478
0
83,478
Inversiones Nocedal, S.A.
Road
43,234
0
43,234
Taurus Holdings Chile, S.A.
Road
45,804
0
45,804
799,227 (157,305)
641,922
Total cost
Variations in
the Scope of
Consolidation
Accumulated depreciation
Waste treatment plant 127,007
Aguas del Huesna, S.L.
Ferrocarriles del Norte de Colombia, S.A.
Additions Due
to Merger
(Thousands of Euros)
(Thousands of Euros)
Tirmadrid, S.A.
Balance at
12/31/02
Aguas del Huesna, S.L.
Total
The detail, by maturity, of the portion maturing at long term is as follows:
(Thousands of Euros)
Maturity in:
Balance at December 31,2003
2005
2006
2007
2008 and
Subsequent Years
Total
24,995
24,582
28,030
187,733
265,340
Noteworthy, due to its relative importance, is the financing relating to:
* Includes E358 thousand of start-up expenses
- Wind-powered facilities. These are loan agreements tied to variable Euribor based on certain ratios, maturing between
2013 and 2015.
- Integral urban solid waste treatment plants. The loans, maturing in 2016, bear interest tied to MIBOR or Euribor, which
varies depending on the debt ratios and the repayment percentage.
86
87
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
- Tirmadrid, S.A. Comprises the following loans:
12
MARKETABLE SECURITIES
- Loans for E54,091 thousand, with a fixed annual rate of 5.3%, systematically repayable in 10% annual installments
a) Long-term marketable securities
through 2011. At 2003 year-end the outstanding principal amounted to E43,272 thousand.
- Syndicated loan and subordinated loan from the shareholders, at interest rates tied to MIBOR, repayable in variable
installments through 2010. At year-end the outstanding amounts totaled E9,996 thousand and E1,463 thousand,
3
ECONOMIC
AND FINANCIAL
INFORMATION
The variations in the balance of this caption in 2003 were as follows:
(Thousands of Euros)
respectively.
- Aguas del Huesna, S.L. Outstanding loans amounting to E21,966 thousand and E15,151 thousand, with interest
Balance at 12/31/02
Cost
Allowances
193,171
(39,305)
tied to MIBOR and Euribor, repayable in annual installments. The last installment will be paid in 2009 and 2019,
Additions due to merger
35,526
(12,804)
respectively.
Additions or provisions
36,831
(35,185)
Retirements or reductions
11
Balance at 31/12/03
(112,944)
27,171
152,584
(60,123)
Allowance
Net Value
TANGIBLE FIXED ASSETS
The detail of the balance of this caption as of December 31, 2003, is as follows:
The variations in tangible fixed asset accounts and in the related accumulated depreciation in 2003 were as follows:
(Thousands of Euros)
(Thousands of Euros)
Land and structures
Balance at
12/31/02
127,114
Variations in
Additions Due the Scope of
to Merger Consolidation
170,902
25,366
Additions or
Provisions
43,396
Retirements
or Reductions
(23,115)
Trasnfers
1,341
Balance at
12/31/03
345,004
Parent Company
Broadnet Consorcio, S.A.
9,895
(9,895)
0
Parque Temático de Madrid, S.A.
5,924
(3,516)
2,408
2,404
(518)
1,886
3,113
(1,500)
1,613
25,337
(41)
25,296
Plant and machinery
272,258
549,262
35,539
75,491
(58,136)
2,401
876,815
World Trade Center Barcelona, S.A.
Other tangible fixed assets
301,639
240,676
17,200
56,541
(60,680)
4,924
560,300
Construction
(37,379) (5,223)
140,799
17,317
64,107
1,226
Total tangible fixed assets
Advances and construction in progress
718,328
1.024,947
79,331
Accumulated depreciation
(355,202)
(420,935)
363,126
604,012
Total tangible fixed assets, net
100,751
276,179 (179,310)
(28,262) (134,594)
51,069
141,585
3,443 1,922,918
Build 2 Edifica, S.A.
Cleon, S.A.
88,304
1,670 (849,019)
Sacresa Belgique, S.A.
4,086
(12)
4,074
(91,006)
5,113 1,073,899
Transportes Ferroviarios de Madrid, S.A.
3,414
(1,442)
1,972
As indicated in Note 4-h, the consolidated companies revalued their tangible fixed assets in accordance with current
legislation.
There are mortgage loans on “Land and Structures” with an unmatured principal amount of E7,513 thousand.
Tangible fixed assets located abroad amounted to E208,165 thousand and the related accumulated depreciation to E93,787
thousand.
Compañía Nueva Plaza de Toros de Barcelona, S.A.
3,011
(50)
2,961
Parc Tecnología WTC Cornellé, S.A.
1,875
(38)
1,837
Juluna, S.A.
Terra Mítica, S.A.
725
0
725
4,358
(4,192)
166
3,667
(3,667)
0
1,261
(266)
995
900
0
900
Industrial
Saneamiento Norte, S.A.
Services
Terminal de Contenedores de Valencia, S.A.
Medwind Energy, S.L.
Of the Group’s tangible fixed assets as of December 31, 2003, assets with a historical cost of E202,497 thousand had been
Muelles y Espacios Portuarios, S.A.
800
0
800
depreciated in full and were in use.
Ecoparque del Besós, S.A.
771
0
771
The Group takes out the insurance policies it considers necessary to cover the possible risks to which its tangible fixed assets
are subject.
Certain of the tangible fixed assets relating to administrative concessions for services, additional to those indicated in Note 9,
88
Cost
Concessions
Autopista Central Gallega, Concesionaria Española, S.A.
Accesos Madrid, Concesionaria Española, S.A.
4,029
0
4,029
30,004
0
30,004
Autopista del Sol, S.A.
8,889
(8,889)
0
Concesionaria DHM, S.A.
2,051
(2,051)
0
must revert to public-sector agencies in good working condition on expiration of the concession period. The net book value of
Other Investments
these tangible fixed assets amounted to approximately E70.8 million.
Total
36,070
(24,046)
12,024
152,584
(60,123)
92,461
89
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
The "Other Investments" caption includes mainly the cost of holdings in companies excluded from the scope of consolidation
14
ACCOUNTS RECEIVABLE
due to their scant materiality, and the cost of other investments that do not form part of the consolidated Group.
a) Trade receivables for sales and services
The allowances were recorded to adjust the cost of the holdings to their underlying book value.
The detail of the balance of this caption as of December 31, 2003, is as follows:
b) Other loans
3
ECONOMIC
AND FINANCIAL
INFORMATION
The main items recorded under the “Other Loans” caption relate to the Securitization Fund, as indicated in Note 14.
(Thousands of Euros)
Trade receivables and notes receivable
3,250,088
Completed work pending certification
1,051,771
The balance of this caption includes investments in government debt securities amounting to ¤410,375 thousand made
Total
4,301,859
in order to place cash surpluses. These investments relate to high-liquidity and high-rotation assets that generate market
Advances received on orders
returns.
Allowances for bad debts
c) Short-term investment securities
Total net trade receivables balance
(991,007)
(87,720)
3,223,132
d) Marketable securities in foreign currencies
The marketable securities in foreign currencies as of December 31, 2003, amounting to E14,576 thousand, are mainly in
The detail of the net trade receivables balance, by activity, is as follows:
dollars and are recorded as long-term investment securities.
(Thousands of Euros)
13
INVENTORIES
The detail of the “Inventories” caption as of December 31, 2003, is as follows:
Construction
1,489,760
Services
1,733,372
Total
3,223,132
The detail, by customer type, of the net balance receivable for construction-related activities is as follows:
(Thousands of Euros)
Property products for sale
Raw materials and other supplies
14,822
187,161
Ancillary work and other
99,350
Work-in-process
73,235
Advances
56,862
Allowances
(6,536)
Total
424,894
Property products for sale relate to building lots, apartments, commercial premises and parking spaces belonging to Group
companies that are intended for sale.
(Thousands of Euros)
Public sector
933,330
Central government
297,177
Autonomous Community governments
267,222
Municipal Councils
178,382
Autonomous agencies and state-owned companies
190,549
Private sector
Total
556,430
1,489,760
The “Completed Work Pending Certification” caption reflects the difference at year-end between the amount of production from
inception on each of the projects and contracts in progress at December 31, 2003, and the amount certified for each of them.
As of December 31, 2003, the foreign currency inventory balance relates mainly to the Israeli shekel (E4,642 thousand)
Consequently, the amount of this caption relates to the valuation at certification price of the construction units completed and
and the Venezuelan bolivar (E2,254 thousand).
of the services provided at year-end which have already been approved by the related customer or which, although pending
As of December 31, 2003, a mortgage had been arranged on a building lot for E2,000 thousand, maturing at short term.
approval, do not give rise to any doubts regarding their immediate approval, and which, accordingly, will be subsequently certified.
The average age of the balances receivable from the public sector in connection with construction is three months.
The “Trade Receivables and Notes Receivable” balance as of December 31, 2003, was reduced by E48,047 thousand relating
to certificates receivable assigned through factoring without recourse in the construction area and E152,444 thousand in the
services area.
The “Trade Receivables and Notes Receivable” balance was also reduced by the amounts received from the CAP-TDA1 “Fondo
de Titulización de Activos“ a securitization fund which was set up on June 25, 2003.
Securitization involves the transformation of receivables on marketable bonds through the arrangement of the fund acquiring
the rights and issuing the securities. The bond issued by the securitization fund, based on the accounts receivable of the ACS
Group backlog, received the AAA rating from the rating agencies.
90
91
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
The amount of the receivables sold to the securization fund was to E403,644 thousand as of December 31, 2003, of which
value each of ACS, Actividades de Construcción y Servicios, S.A. for every 68 shares of E1 par value each of Grupo Dragados,
E103,465 thousand were recorded as a current account with the securitization fund and included under the “Short-Term
S.A. involving a total of 54,465,015 shares amounting to E81,698 thousand. The related capital increase was executed in a
Investments-Other Short-Term Receivables” caption in the accompanying balance sheet.
public deed before the Notary Mr. Cruz Gonzalo López Muller on December 12, 2003, and registered at the Mercantile Registry
on the same date.
b) Nontrade loans
3
ECONOMIC
AND FINANCIAL
INFORMATION
On the date of the share exchange the treasury stock that Grupo Dragados, S.A. had acquired from Urbaser, S.A. prior to the
Other short-term accounts receivable
merger, was retired. 2,396,253 Grupo Dragados, S.A. shares were retired, representing 1.39% of its capital stock at that date
The detail of the balance of this caption as of December 31, 2003, is as follows:
and amounting to E33,261 thousand at the consolidated Group.
The shares of ACS, Actividades de Construcción y Servicios, S.A. are listed on the Madrid, Barcelona, Bilbao and Valencia Stock
(Thousands of Euros)
Employee receivables
6,175
Taxes receivable
495,030
Other
413,284
Total
914,489
Allowances
(4,727)
Nontrade loans in foreign currencies as of December 31, 2003, relate mainly to the Ecuadorian sucre, the Venezuelan bolivar,
the South African rand and the Moroccan dirham, with equivalent euro values of E14,418 thousand, E11,294 thousand, E10,527
Exchanges and traded through the Spanish computerized trading system.
Apart from the Parent Company, the companies included in the scope of consolidation whose shares are listed on securities
markets are Abertis Infraestructuras, S.A. and Inmobiliaria Urbis, S.A. (on the Spanish stock markets) and Dragados y Construcciones
Argentina, S.A.I.C.I. (on the Buenos Aires Stock Exchange).
As of December 31, 2003, the sole shareholder with a holding equal to or exceeding 10% of the capital stock of the Parent
Company was the Banca March Group with a holding of 13.3%.
As of December 31, 2003, the shareholders with a holding equal to or exceeding 10% of the capital stock of the Group’s main
thousand and E10,225 thousand, respectively.
investees were as follows:
15
SHAREHOLDERS’ EQUITY
(Thousands of Euros)
Group Company
The variations in consolidated equity accounts in 2003 were as follows:
(Thousands of Euros)
Reserves of the Parent
Company
Capital
Stock
Balance at 12/31/02
Effect of merger with
Grupo Dragados, S.A.
Distribution of income:
To reserves
To dividends
2003 interim dividend
Variations in the scope
of consolidation and others
Transladation differences
Income for the year
Balance at 12/31/03
Additional
Paid-in Revaluation
Capital Reserve
Restricted
Reserves
Reserves at Consolidated
Companies
Fully
Equity
Other Consolidated Accounted
Reserves Companies Companies
96,093 477,216
2,122
19,413
187,889
79,743
81,698 420,078
--
--
6,830
283,146
87,209
---
----
----
----
----
28,880
---
---
---
---
---
(6,830)
--
177,791 897,294
2,122
19,413
216,769
(2,833)
(60,617)
Income
Total
980,437
83,811 (128,644)
---19,197
-- (135,286)
---- (46,125)
----- (42.670)
746,919
24,767
(45,081)
76,403 (209,575)
181,411
Interim
Dividend
--
(20,714) (23,772)
--429,384
Translation
Difference
Percentage of
Ownwership
Shareholder
Sopol, S.A.
49.9%
Silger Sgps, S.A.
Tirmadrid, S.A.
18.6%
UNION FENOSA Energías Especiales, S.A.
15.0%
Endesa Cogeneración y Renovables, S.A.
Procme, S.A.
25.0%
José Reis Costa
Rutas del Pacífico
50.0%
Sacyr Vallehermoso, S.A.
41.6%
Sonera Holding, B.V.
Abertis Infraestructuras, S.A.
ACS, Sonera Telefonía Móvil, S.L.
20.26%
Caja de Ahorros y Pensiones de Barcelona, S.A.
Inmobiliaria Urbis, S.A.
51.29%
Banco Español de Crédito, S.A.
b) Additional paid-in capital
-(46,125)
(42,670)
--- (26,549)
--- (45,081)
229,508
229,508
229,508 (42,670) 1,796,439
The capital increase performed as a result of the aforementioned merger was carried out with additional paid-in capital of
E420,078 thousand.
The revised Corporations Law expressly permits the use of the additional paid-in capital balance to increase capital and
establishes no specific restrictions as to its use for other purposes.
c) Revaluation reserve
Pursuant to Royal Decree Law 7/1996, the Parent Company availed itself of account revaluation and recorded a revaluation
a) Capital stock
reserve of E2,122 thousand, net of the single 3% tax.
As of December 31, 2003, the capital stock consisted of 118,526,831 fully subscribed and paid bearer shares of E1.50 par
From the date on which the tax authorities review and approve the balance of this account or the three-year period for its review
value each, all with the same voting and dividend rights, following the capital increase carried out to cater for the exchange
has expired, this balance may be used, free of taxes, to eliminate recorded losses, both accumulated losses and current losses, or
of Dragados Group shares in relation to the merger by absorption described in Note 1, at a ratio of 33 shares of E1.5 par
losses incurred in the future, and to increase capital. Once a ten-year period has elapsed, the balance may be taken to unrestricted
reserves, provided that the monetary surplus has been realized. The surplus will be deemed to have been realized in respect of
92
93
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
the portion on which depreciation has been taken for accounting purposes or when the revalued assets have been transferred
or retired from the accounting records.
Translation differences at fully consolidated companies:
If this balance were used in a manner other than that provided for in Royal Decree-Law 7/1996, it would be subject to tax.
Translation losses amounted to E204,006 thousand as of December 31, 2003, the detail being as follows:
d) Other reserves of the Parent Company
3
ECONOMIC
AND FINANCIAL
INFORMATION
f) Translation differences
(Thousands of Euros)
Construction
Restricted reserves
(57,606)
Industrial services
(16,347)
Under the revised Corporations Law, 10% of income for each year must be transferred to the Legal Reserve until the balance
Services and concessions
of this reserve reaches at least 20% of capital stock. The legal reserve may not be distributed to shareholders, except in
Other
(24)
the event of liquidation of the Company.
Total
(204,006)
The Legal Reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of
the increased capital stock amount.
(130,029)
Translation differences at companies accounted for by the equity method:
Translation losses amounted to E5,569 thousand as of December 31st, 2003, and related mainly to Abertis Infraestructuras, S.A.
Except as mentioned above, until the legal reserve exceeds 20% of capital stock, it can only be used to offset losses, provided
that sufficient other reserves are not available for this purpose.
g) Interim dividend paid during the year
At the meeting on December 18, 2003, the Parent Company’s Board of Directors resolved to distribute an interim dividend
of E0.36 per share, totaling E42,670 thousand, which was paid on January 15, 2004. On November 30, 2003, the
The legal reserve at the Parent Company amounted to E19,251 thousand.
Company prepared the liquidity statement required under Article 216 of the revised Corporations Law in this connection.
This caption also includes the reserve for redenomination of capital stock to euros amounting to E162 thousand, which is restricted.
This interim dividend paid is recorded under the "Interim Dividend Paid During the Year" caption as a reduction of
“Shareholders’ Equity”.
Unrestricted reserves
These reserves are voluntary and are not subject to any regulations restricting their use.
16
e) Reserves at fully consolidated companies and at companies accounted for by the equity method
The amounts contributed to reserves by the Group’s main Business Units, taking into account the net worth effect of the
companies included therein, are as follows:
(Thousands of Euros)
Fully and proportionally consolidated companies:
Construction
101,468
Industrial
121,982
Services and concessions
291,336
Other
(85,402)
Total
429,384
Companies accounted for by the equity method:
Industrial
94
This caption in the accompanying consolidated balance sheet reflects the proportional amount of the equity of minority interests
in the Group companies. The variations in 2003, by item, were as follows:
(Thousands of Euros)
Construction
MINORITY INTERESTS
(9,989)
Balance at 12/31/02
23,419
Additions due to merger
57,194
Income for the year
5,573
Translation differences
(1,578)
Variation in the scope of consolidation
16,307
Dividends received and other
(1,646)
Balance at 12/31/03
99,269
1,261
Services and concessions
41,234
Other
43,897
Total
76,403
The breakdown of the balance of this caption as of December 31, 2003, is as follows:
(Thousands of Euros)
The reserves at fully consolidated companies included the restricted reserve for the Parent Company’s treasury stock, amounting
Construction
to E26,875 thousand.
Industrial services
Capital
Stock
Reserves
Imcome (Loss)
for the year
8,566
7,217
2,312
18,095
12,141
5,744
(316)
17,569
Total
Services and concessions
37,572
19,160
6,873
63,605
Total
58,279
32,121
8,869
99,269
95
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
17
19
DEFERRED REVENUES
The variations in the “Deferred Revenues” caption in 2003 were as follows:
The detail of nontrade payables is as follows:
(Thousands of Euros)
3
ECONOMIC
AND FINANCIAL
INFORMATION
Subsidies
LONG- AND SHORT-TERM NONTRADE PAYABLES
Balance at
12/31/02
Additions due
to merger
Additions
15,497
101,496
5,421
Transfers
(636)
Other deferred revenues
13,541
2,920
674
(719)
Total
29,038
104,416
6,095
(1,355)
Allocation
to Income
for the Year
Balance at
12/31/03
Short-term
Secured loans
(2,100) 119,678
(495)
(Thousands of Euros)
15,921
(2,595) 135,599
Drawdowns against credit facilities
compliance with the conditions established in the relevant decisions granting the subsidies was provided to the relevant
4,309
11,174
15,483
424,329
1,792,472
28,963
0
28,963
8,222
0
8,222
23,550
101,892
125,442
Discounted note payable
Discounted construction certificates
Unmatured interest payable
5,035
0
5,035
18,721
74,396
93,117
1.456.943
611,791
2,068,734
Other payables
Total
Total
1,368,143
Financial lease payments payable
The subsidies were granted by various public agencies mainly to finance investments in tangible fixed assets. Evidence of
Long-term
competent agencies.
Certain subsidies are assigned to various administrative concessions. The most significant subsidies were those granted to
The limit on the credit facilities granted to the Group is E3,543,424 thousand, of which E1,750,952 thousand had not been
Aguas del Huesna, S.L., Ferrocarriles del Norte de Colombia, S.A. and Tecmed BKU-UTE Albada. The Group allocates these
drawn down as of December 31, 2003.
subsidies to income over the concessions term.
The “Current Liabilities”-“Payable to Credit Institutions” caption of ACS, Actividades de Construcción y Servicios, S.A. includes
mainly a syndicated loan of E832,664 thousand, granted on a 50/50 basis by Caja de Ahorros y Monte de Piedad de Madrid
18
and Caixa D’Estalvis i Pensions de Barcelona, for the acquisition of the holding in Grupo Dragados, S.A. This loan matures on
PROVISIONS FOR CONTINGENCIES AND EXPENSES
March 21, 2004.
The variations in 2003 were as follows:
As a result of the acquisition of the holding in Grupo Dragados, S.A. in 2002 and 2003 (see Note 7), the Company has a
working capital deficiency. Accordingly, in the first quarter of 2004, the Parent Company arranged a long-term loan (see
(Thousands of Euros)
Balance at 31/12/02
Additions due to merger
Variations in the scope of consolidation
Note 24).
54,023
146,723
The most significant secured loan relates to the mortgage loan of E6,311 thousand to the subsidiary COGESA. This loan
395
matures in 2009 and is secured by the building at Avenida de Pío XII, 102, Madrid, the cost of which is recorded under the
Period provisions
229,376
Releases or reductions
(24,788)
Balance at 12/31/03
405,729
“Tangible Fixed Assets”-“Land and Structures” caption in the accompanying consolidated balance sheet.
There is also a loan of E2,000 thousand secured by mortgage on a lot earmarked for sale, maturing at short term.
The “Payable to Credit Institutions” caption includes E214,286 thousand relating to a syndicated loan, with repayment of part of
E22,496 thousand of the balance of this caption relate to the reversion reserves contributed by various Group companies.
the principal in 2004 and 2005 and with final maturity in 2006. This loan bears market interest tied to Euribor. The agent bank for
The balance of this caption was recorded to meet probable third-party liability, as described in Notes 5-p and 7. Noteworthy
the loan is Santander Central Hispano and the grant conditions establish compliance with certain consolidated financial ratios that
in this caption are the provisions to cover risks arising from investments in telecommunications.
the Group meets.
In 2003 provisions were recorded to meet the restructuring expenses incurred as a result of the merger with Grupo Dragados, S.A.
The interest accrued on financial indebtedness was tied to Mibor and Euribor, plus a spread based on market conditions.
The balance as of December 31, 2003, includes the provision of ¤9,000 thousand recorded in 2002 in accordance with the
The detail, by maturity, of “Long-term Debt”-“Payable to Credit Institutions” caption as of December 31st, 2003, is as follows:
principle of utmost prudence for possible contingencies relating to the Magdalena Medio concession in Colombia.
Balance at December 31, 2003
96
2005
2006
2007
2008
2009
and following
Total
228,312
147,773
59,841
49,474
126,391
611,791
97
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n so lid a t e d R e p o r t
ÍNDICE
The foreign currency amount included in nontrade payables relates mainly to the Venezuelan bolivar (E14,852 thousand),
The tax losses available for carryforward at Group companies as of December 31, 2003, amount to E79,671 thousand, the
to the Algerian dinar, (E9,602 thousand) and to the South African rand (E8,043 thousand).
detail by tax years being as follows:
As of December 31, 2003, foreign currency amounts payable to credit institutions include, E5,903 thousand in Venezuelan
(Thousands of Euros)
bolivars and E3,246 thousand in Colombian pesos.
3
ECONOMIC
AND FINANCIAL
INFORMATION
20
TAX MATTERS
The reconciliation of income for the year per books to the taxable income for corporate income tax purposes is as follows:
(Thousands of Euros)
Increases
Decreases
Income per books before taxes
Amount
283,369
1994
131
1995
339
1996
724
1997
366
1998
580
1999
2,117
2000
4,918
2001
11,623
2002
40,052
2003
18,821
Permanent differences:
Individual companies
61,067
(28,932)
32,135
In accordance with the principle of prudence in valuation, the positive tax effect of these tax losses on the corporate income
Consolidation adjustments
29,477
(93,002)
(63,525)
tax for the coming years has not been recorded in the accompanying consolidated balance sheet, with the exception of non-
2003 tax losses available for carryforward
Offset of prior years’ tax losses
Adjusted income
Tax charge (35% of adjusted income)
Tax credits and tax relief
Differential due to effective taxation abroad
Adjustments to corporate income tax
Corporate income tax expense
3,430
(5,047)
250,362
87,627
material amounts for which there are no doubts as to their future recoverability.
The Group companies and the related joint ventures generally have the last four years open for review by the tax inspection
authorities.
(35,794)
(3,777)
No material liabilities are expected to arise for the Group in the event of a tax audit.
233
48,289
The Group companies resident in Spain which qualify for the consolidated tax regime file consolidated tax returns. The
“Corporate Income Tax” caption in the consolidated statement of income reflects the tax charge relating to the Tax Group,
plus the tax charges of companies which submit individual tax returns.
In the tax period ended on December 31, 2003, the companies included in the former Tax Group, headed by Grupo Dragados,
S.A., were included in the Tax Group.
E5,047 thousand of “Prior-Years’ Tax Losses” were offset in 2003. Under current tax legislation, the tax loss of a given year
can be carried forward to offset against the taxable income of the following fifteen years.
21
GUARANTEE COMMITMENTS TO THIRD PARTIES
As of December 31, 2003, the Group has received from financial institutions and insurance companies guarantees provided
to third parties for a total amount of E3,851,899 thousand, mainly in connection with the performance of projects.
Also, ACS, Actividades de Construcción y Servicios, S.A. has provided guarantees of E195,068 thousand to secure the
performance of commitments acquired to receive the telecommunications licenses (Xfera Móviles, S.A. and Broadnet
Consorcio, S.A.). Most of the related costs are borne by these companies.
Xfera Móviles, S.A. has sent various statements to the Secretariat of State for Telecommunications and the Information
Society requesting that the commitments undertaken as holder of the individual type license be modified. In this connection
The 2003 tax losses available for carryforward, totaling E3,430 thousand, relate to losses at companies outside the Tax Group,
it submitted a new technical and financial offer, substantially reducing its obligations and commitments and adapting them
the tax effect of which has not been recorded.
to the new regulatory framework and the scenario resulting from the delays in making the UMTS technology available. The
administrative proceedings have not yet concluded, although the Secretariat of State for Telecommunications and the
Information Society has initially accepted the Company’s proposal, which has been approved by the State Council. Amending
the license would entail a reduction in the amount secured by a floating guarantee from the current E137,529 thousand,
to approximately E57,181 thousand.
Group management considers that any unforeseen liabilities at 2003 year-end which might arise from the guarantees
provided would not be material.
98
99
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3. 2. 3. Cons ol i da te d Re port
ÍNDICE
22
The detail of the construction backlog, by type of project, is as follows:
REVENUES AND EXPENSES
(Thousands of Euros)
a) Breakdown of net sales
Domestic market
The breakdown of the Group’s net ordinary sales is as follows:
3
2,711,335
Building construction
1,820,457
Industrial
2,725,724
Services and Concessions
1,645,994
Total
899,512
7,888,024
4,531,792
Civil engineering
Intercompany and Parent Company eliminations
2,621,763
Total
By business activity:
Construction
ECONOMIC
AND FINANCIAL
INFORMATION
4,366,749
Building construction
Foreign market
(Thousands of Euros)
6,988,512
Civil engineering
(78,392)
c) Personnel
The average number of employees at the Group companies in 2003 was 77,219, of whom 109 were employees of the
Parent Company.
The detail of the average number of employees, by professional category, is as follows:
8,825,118
By market:
Domestic market
7,627,498
Category
Foreign market
1,197,620
Number of
Employees
University graduates
3,713
Europe
456,096
Junior college graduates
4,457
America
606,114
Non-graduate line employees
4,779
Other
135,410
Clerical personnel
Total
8,825,118
The detail of net sales relating to the construction line of business, by type of customer, is as follows:
59,606
Total
77,219
The distribution of employees in 2003, by line of business, was as follows:
(Thousands of Euros)
Central government
4,664
Other personnel
Number of
Employees
1,656,525
Autonomous community governments
681,129
Parent and other companies
Municipal councils
337,269
Construction
15,821
Industrial
24,127
Urban services
36,749
Private entities
Exports
Total construction
1,539,055
317,814
4,531,792
105
Concessions
Total
417
77,219
In 2003, foreign currency transactions relating to sales and services rendered amounted to E165,455 thousand and those
relating to purchases and services received amounted to E319,062 thousand.
d) Extraordinary revenues and expenses
b) Backlog
Extraordinary revenues and expenses were mainly as follows:
The backlog by line of business as of December 31, 2003, was as follows:
- The extraordinary expenses relate mainly to the provision recorded to meet the expenses of ¤159 million before taxes,
incurred in the restructuring resulting from the merger with Grupo Dragados, S.A., as described in Note 18.
(Thousands of Euros)
Construction
7,888,024
Industrial
3,049,063
Environmental services
7,793,495
Port, logistics and transport services
4,596,539
Total
100
- In addition to the above, provisions were recorded to cover telecommunications risks, as described in Note 18.
- The variation in the allowances for tangible fixed assets, intangible assets and control portfolio relates to the provision
recorded to reduce the value of shareholdings to their underlying book value.
23,327,121
101
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3. 2. 3. Cons ol i da te d Re port
ÍNDICE
- The gains on fixed assets relate mainly to the sale of vehicles belonging to the Continental Auto subgroup and other
assets that were not required for the Group’s business activity.
3
ECONOMIC
AND FINANCIAL
INFORMATION
Environmental matters
Environmental activities
e) Contribution of each company to consolidated income
The main environmental assets are the purifying facilities, biofilters and other assets, the purpose of which is to minimize
The detail of each consolidated company’s contribution to 2003 consolidated income, by line of business, was as follows:
damage to the environment. As of December 31, 2003, the value of these assets, net of depreciation, was E31,687 thousand.
Environmental expenses
(Thousands of Euros)
Construction
Industrial services
Aggregate
Income
Minority
Interest
Income
Attributed to
the Parent Company
154,678
(1,853)
152,825
98,409
(524)
97,885
The environmental expenses incurred in 2003 had no material impact on the statement of income.
Long-term obligations and contingent liabilities
The directors of the ACS Group consider that any environmental contingencies which might arise are sufficiently covered
76,613
(3,196)
73,417
by the third-party liability insurance policies that have been taken out. The amount of the provisions for probable or certain
Parent company, concessions and adjustments
(94,619)
0
(94,619)
third-party liability, litigation in progress and indemnity payments recorded under the “Provision for Contingencies and
Total
235,081
(5,573)
229,508
Expenses” caption (see Note 18) is not material.
Services
The guarantees provided to secure the implementation of the plans to restore the land on which the Group has set up plants or
23
OTHER INFORMATION
carried on its production activity amount to E683 thousand.
Auditors’ fees
Directors’ compensation
The fees for financial statement audit services provided to the various companies composing the Consolidated Group in
In 2003 the members of the Parent Company’s Board of Directors received compensation for wages and professional fees
2003 amounted to E2,859 thousand. The fees charged by audit firms in 2003 for other services rendered amounted to
(including those received as members of the Board of Directors of Grupo Dragados, S.A. in 2003) amounting to E5,550
E1,724 thousand, of which E850 related to fees paid to the principal auditor for the audit of the merger balance sheets
thousand and bylaw-stipulated directors’ fees amounting to E1,745 thousand related to statutory attendance payments
as of April 30, 2003.
from the Group companies of which they are directors or board members. These amounts do not include the Commitments
Detail of directors’ equity interests in companies engaging in similar business activities and performance by
referred to in Note 5.o of these notes to consolidated financial statements.
directors for their own account or for the account of others, similar activities
At the meetings held on December 16, 1999, on June 13, 2000, and finally on March 21, 2002, and by virtue of the
Pursuant to Article 127 ter. of the Spanish Corporations Law, introduced by Law 26/2003, which amends Securities Market
authorization granted by the Shareholders’ Meeting on June 29, 1999, the Board of Directors of ACS, Actividades de
Law 24/1988, and the revised Spanish Corporations Law, in order to reinforce the transparency of listed corporations, following
Construcción y Servicios, S.A. resolved to establish a Stock Option Plan on the shares of ACS, Actividades de Construcción
is a detail of the companies engaging in an activity that is identical, similar or complementary to the activity that constitutes
y Servicios, S.A. with the following salient features:
the corporate purpose of ACS, Actividades de Construcción y Servicios , S.A. in which the members of the Board of Directors
1. Number of shares covered by plan: initially 1,095,000 shares, later increased to 192,235 shares.
2. Beneficiaries: 24 managers in four categories: 1st category: 1 beneficiary with 302,118 shares; 2nd category: 5 beneficiaries
with options on between 147,670 and 70,000 shares each; 3rd. category: 13 beneficiaries with 28,000 shares each and
4th category: 5 beneficiaries with 15,000 shares each.
own equity interests, and of the functions, if any, that they discharge thereat:
Director
Company
Function
Isidro Fernández Barreiro
FCC Construction and services
0.001%
--
FCC Construction and services
0.003%
--
Ferrovial Construction and services
0.001%
--
Abengoa
Industrial services and
Assembly
0.002%
--
Abertis
Concessions
0.000%
--
Inmobiliaria Urbis
Real estate
0.000%
Director
Terratest Técnicas Especiales, S.A.
--
45%
Chairman (through Fapindus, S.L.)
192,235 shares.
4. The options will be exercisable in three equal parts and may be accumulated at the beneficiary’s option in the fourth, fifth
5. The tax withholdings and applicable taxes will be borne by the beneficiaries.
Holding
Santos Martínez-Conde Gutiérrez-Barquín
3. The acquisition price is E27.31 per share for a total of 1,095,000 shares and E30.57 per share for the remaining
and sixth year after January 1, 2000, inclusively. As of December 31, 2003, 88,300 options had already been exercised.
Line of Business
Antonio García Ferrer
Pedro-José López Jiménez
6. The stock market price of ACS shares as of December 31, 2003, was E38.70 and, therefore, no allowance has been
recorded in this connection.
102
103
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
3.2.3. C o n s o lid a te d R e p o rt
ÍNDICE
Also pursuant to the aforementioned law, following is a detail of the activities performed by the directors, for their own account
or for the account of others, that are identical, similar or complementary to the activity that constitutes the corporate purpose
of ACS, Actividades de Construcción y Servicios , S.A.
3
ECONOMIC
AND FINANCIAL
INFORMATION
Regime under
which the activity
is performed
Company through
which the activity
is performed
Position
or function
at the Company
Holding of equity interests For account of others
Corporación Financiera
Caja Madrid, S.A.
Chairman of
Board of Directors
Activity Performed
Director
Miguel Blesa de la Parra
Engineering
For own account
Ghesa Ingeniería
y Tecnología, S.A.
Director
Marketing of machinery
For own account
Atlas Copco, S.A.
Director
Pedro José López Jiménez
24
SUBSEQUENT EVENTS
The Company arranged a loan of E832,664 thousand, which was granted on a 50/50 basis by Caja de Ahorros y Monte
de Piedad de Madrid and Caixa D’ Estalvis i Pensions de Barcelona in connection with the acquisition of a 33.5% holding
in Grupo Dragados, S.A.
To restructure this debt, on March 9, 2004, the Company signed a long-term syndicated loan with various credit institutions,
the main features of which are as follows:
- Agent banks and underwriters: Caja de Ahorros y Monte de Piedad de Madrid and Caixa D’Estalvis i Pensions de
Barcelona.
- Amount: E900,000 thousand.
- Maturity: 50% in 2008, 50% in 2009.
- Interest: Euribor plus a variable spread based on compliance with certain ratios.
25
EXPLANATION ADDED FOR TRANSLATION TO ENGLISH
These consolidated financial statements are presented on the basis of accounting principles generally accepted in Spain.
Certain accounting practices applied by the Group that conform with generally accepted accounting principles in Spain
may not conform with generally accepted accounting principles in other countries.
104
105
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of business
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
PARENT COMPANY
ACS, Actividades de Construcción y Servicios, S.A.
Avda. de Pío XII, 102, Madrid
A
ACS Chile, S.A.
Santiago de Chile (Chile)
C
ACS Colombia, S.A.
Santa Fe de Bogotá (Colombia)
Parent Company
Construction
Construction
Sociedad Promotora
de Proyectos Integrados, PR PISA, S.A.
Avda. de Burgos, 16-D, 3º dcha., Madrid
98.48
92.00
1.52
8.00
100.00
100.00
46,512
ACS, Proyectos, Obras
y Construcciones, S.A.
717
ACS, Proyectos, Obras
y Construcciones, S.A.
Concessions Studies
and Promotions
66.67
33.33
100.00
270
Cobra Instalaciones
y Servicios, S.A.
Nexo 50 Correduría de Seguros, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Insurance Brokers
99.99
0.01
100.00
62
Villanova
Novovilla, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Acquisition of Movable
and Immovable Property
99.99
0.01
100.00
563
Villanova
Villanova, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Acquisition of Movable
and Immovable Property
99.99
0.01
100.00
343
Novovilla
CONSTRUCTION
ACS, Proyectos, Obras y Construcciones, S.A.
Avda. de Pío XII, 102, Madrid
A
100.00
100.00 151,049
Line of business
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Company
with indirect holding
100.00
100.00
(1,382)
Dragados O.P. (99.99%),
other (0.01%)
100.00 180,366
Villanova
Dragados Maroc, S.A.
C/63 Moulay Youssef, Residence Adriana
Casablanca (Morocco)
M
Construction
Dragados Obras y Proyectos, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
A
Construction
Dragados Roads, Ltd.
Stonemason's Court. Cementery Pales
Rookwood Woking GU24 OBI (United Kingdom)
A
Construction
100.00
100.00
(10,823)
Dragados O.P.
Dragados y Construcciones
Argentina, S.A.I.C.I. (Dycasa)
Avda. Leandro N. Alem., 986.
1001 Buenos Aires (Argentina)
L
Construction
66.10
66.10
13,151
Dragados O.P.
Drasel, S.A.
Route de Versonnex, 5
Cessy 7500 (France)
Construction
60.00
60.00
5
Dragados O.P.
Electren, S.A.
Raimundo Fdez. Villaverde, 53, Madrid
Specialized
Construction
99.99
99.99
1,503
Vías y Construcciones, S.A.
Gasoductos y Redes Gisca, S.A.
Orense, 11, Madrid
Construction
52.50
52.50
1,250
Vías y Construcciones, S.A.
Geotecnia y Cimientos, S.A.
Los Llanos de Jerez, 10 y 12
28820 Coslada (Madrid)
Construction
100.00
100.00
3,972
Dragados O.P. (99.99%),
Villanova (0.01%)
Real Estate
100.00
100.00
109
Aparcamiento Tr. C.
Rambla-Coslada, S.L.
Construction
100.00
100.00
0
ACS, Proyectos, Obras
y Construcciones, S.A.
Inactive Mining
100.00
100.00
304
ACS, Proyectos, Obras
y Construcciones, S.A.
A
99.99
0.01
Acainsa, S.A.
Orense, 34, Madrid
Real Estate
99.99
99.99
2,984
ACS, Proyectos, Obras
y Construcciones, S.A.
Gestifisa, S.A.
Orense, 34, Madrid
Aparcamiento Tramo C. Rambla-Coslada, S.L.
Orense, 34, Madrid
Parking Lot
Operation
99.99
99.99
2,299
ACS, Proyectos, Obras
y Construcciones, S.A.
Ginés Navarro Construcciones, S.A. de C.V.
(Mexico)
Real Estate Holding
Company
99.99
99.99
1,786
ACS, Proyectos, Obras
y Construcciones, S.A.
Hullera Oeste de Sabero, S.A.
Ramiro Valbuena, 16, León
Inactive, Mining
100.00
100.00
450
ACS, Proyectos, Obras
y Construcciones, S.A.
Inmobiliaria Alabega, S.A.
Orense, 34, Madrid
Real Estate
99.99
99.99
5,993
ACS, Proyectos, Obras
y Construcciones, S.A.
0.01
100.00
18,282
ACS,Proyectos,Obras
y Construcciones, S.A.
Lucampa, S.A.
Orense, 34, Madrid
Real Estate
99.99
99.99
1,683
ACS, Proyectos, Obras
y Construcciones, S.A.
Promotora Inmobiliaria La Cima, C.V.
(Mexico)
Real Estate
99.84
99.84
0
ACS, Proyectos, Obras
y Construcciones, S.A.
16,612
Dragados O.P. (99,99%),
Villanova (0,01%)
Protide, S.A.
Orense, 34, Madrid
Real Estate
100.00
100.00
60
Aparcamiento Tr. C.
Rambla-Coslada, S.L.
Residencial Leonesa, S.A.
Ramiro Valbuena, 12, León
Real Estate
100.00
100.00
60
Aparcamiento Tr. C.
Rambla-Coslada, S.L.
Residencial Montecarmelo, S.A.
Orense, 34, Madrid
Real Estate
100.00
100.00
481
Cogesa, Roperfeli, S.L.
Construction
50.36
50.36
9.397
Dragados O.P.
Cariátide, S.A.
Orense, 34, Madrid
Castellano Leonesa de Minas, S.A.
Prado de la Guzpeña (León)
Comunidades Gestionadas, S.A. (COGESA)
Orense, 34, Madrid
A
Construcciones Especiales y Dragados, S.A. (Drace)
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
A
Constructora Dycven, S.A.
Veracruz, Edificio Torreón, Piso 3
Urbanización Las Mercedes, Caracas (Venezuela)
Constructora Vespucio Norte, S.A.
Avda. Américo Vespucio, 1565 Qulicura,
Santiago de Chile (Chile)
Corporación Constructora
del Sur, S.A. de C.V.
Cuernavaca (Mexico)
106
Construction
Company and registered office
C
C
Real Estate
Construction
Construction
Construction
Construction
99.99
100.00
100.00
54.00
99.88
100.00
100.00
54.00
99.88
2,460
Dragados O.P.
7
Dragados O.P.
0
ACS, Proyectos, Obras y
Construcciones, S.A., Ginés Navarro
Construcciones, S.A. de C.V.
Sopol, S.A.
Rua de Sao Bento, 644, 6º
Lisbon (Portugal)
C
107
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of business
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
Técnicas e Imagen Corporativa, S.L.
La Cañada, 53
28850 Torrejón de Ardoz (Madrid)
A
Construction
75.47
75.47
415
Drace
Tecsa, Empresa Constructora, S.A.
Avda. Madariaga 1- 4º, 48014 Bilbao
A
Construction
100.00
100.00
18,509
Dragados O.P. (99.99%),
Villanova (0.01%)
Vías y Construcciones Portugal, S.G.P.S., S.A.
(Portugal)
Vías y Construcciones, S.A.
Orense, 11, Madrid
Holding Company
A
Construction
100.00
99.99
100.00
99.99
2,620
Vías y Construcciones, S.A.
47,567
INDUSTRIAL
ACS, Servicios, Comunicaciones y Energía, S.L.
Avda. Pío XII, 102, Madrid
A
Actividades de Instalaciones
y Servicios, Cobra, S.A.
Carrera 77 nº 76-64-A.A.
9050 Santa Fe de Bogotá D.C. (Colombia)
Services
Actividades de Montajes y Servicios, S.A.
C/ Nuestra Señora de Fatima, 38
15007 La Coruña
Actividades de Montajes y Servicios, S.A. de C.V.
Melchor Ocampo, 193 Torre C14 º D
11300 Colonia Verónica Anzures Delegación
Miguel Hidalgo (Mexico)
Services
H
Actividades de Servicios e Instalaciones, Cobra, S.A.
43 Calle A, 5-01 - Zona 12 Guatemala City
(Guatemala)
Agrupación Offshore 60 S.A. de C.V.
Presa de Tetuxtepec 32 5º Col. Irrigacion
Mexico DF 11500 (Mexico)
D
Industrial Engineering
and Construction
Storage and Distribution
of Telecommunication
Equipment
A
Storage
Apadil, Armaduras, Plásticos
y Accesorios de Iluminación, S.A.
(Portugal)
Corporate Image
API Conservación,S.A.
c/ General Moscardó, 27, Madrid
Roads
Maintenance
API Fabricación,S.A.
Raso de la Estrella s/n, Aranjuez (Madrid)
Aplicación de Pinturas, API, S.A.
c/ General Moscardó, 27, Madrid
108
Services
Services
Albatros Logistic Maroc, S.A.
Casablanca
(Morocco)
Albatros Logistic, S.A.
Doctor Franklin, 13-24
Pol. Indust. San Marcos, Getafe (Madrid)
Services
A
A
Manufacture
A Painting and Signposting
99.67
0.33
99.00
100.00
100.00
98.00
100.00
75.00
100.00
99.96
100.00
100.00
100.00
100.00 141,382
99.00
100.00
100.00
98.00
100.00
75.00
100.00
99.96
100.00
100.00
100.00
Cogesa
153
Cobra Sistemas y Redes, S.A.,
Atil Cobra, S. A., Cobra
Instalaciones y Servicios, S.A.,
Hidrogestión, Moncobra, S.A.
60
Cobra Instalaciones y
Servicios, S.A., Moncobra, S.A.
50
Cobra Instalaciones y
Servicios, S.A.
12
Cobra Instalaciones y
Servicios, S.A.
(1,720)
SICE (50%), Dossa (50%)
Company and registered office
Argencobra, S.A.
C/ Viamonte 1145 7º A
1153 Buenos Aires (Argentina)
100.00
2,389
Cobra Instalaciones y
Servicios, S.A.
51.00
51.00
0
Cymi
100.00
100.00
473
Administrative
A Management Services
100.00
100.00
56
Dragados Sistemas
Installation Work
60.00
60.00
1,072
Atil Cobra, S.A.
Services
100.00
100.00
0
Cobra Internacional,
Moncobra, S.A.
Services
100.00
100.00
88
Cobra Instalaciones y
Servicios, S.A., Moncobra, S.A.
Cil Montagens e Serviços, Ltda.
Rua Marechal Cámara, 160/1807
Rio de Janeiro (Brazil)
Services
100.00
100.00
0
Cobra Internacional,
Moncobra, S.A.
Cobra Bahia Instalacoes e Servicios, Ltda.
Loteamento Varandas Tropicais km 4.5 Rua B
Cuardra 4 Lote 10, Cep 42.700-000
Estrada do Coco Lauro de Freitas, Bahía (Brazil)
Services
100.00
100.00
739
Cobra Instalacoes y
Servicios, Ltda., Other
Cobra Bolivia, S.A.
Rosendo Gutiérrez, 686, Sopocachi, La Paz (Bolivia)
Services
98.00
98.00
7
Cobra Instalaciones y
Servicios, S.A., Other
Services
100.00
100.00
266
Cobra Instalaciones y
Servicios, S.A., Other
Cobra Ingeniería de Montajes, S.A.
C/ Fernando Villalón, 3, 41004 Sevilla
Services
100.00
100.00
60
Cobra Instalaciones y
Servicios, S.A., Moncobra, S.A.
Services
100.00
100.00
22
Cobra Internacional, Other
Ca Group, S.A.
C/ Viamonte, 1145 7º A
1053 Buenos Aires (Argentina)
Cachoeira Montages e Serviços, Ltda.
Rua Marechal Cámara, 160/1807
Rio de Janeiro (Brazil)
Catalana de Treballs Publics, S.A.
C/ Pi i Margall, 82-84, 08025 Barcelona
Cobra Chile, S.A.
Avda. José Pedro Alesandri,
2323, Macul Santiago de Chile (Chile)
Roura Cevasa, S.A.
3,907
100.00
Company
with indirect holding
A
Cobra Instalaciones y Servicios, S.A.
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
ACS, Servicios, Comunicaciones
y Energía, S.L.
Net cost
(Thousand
Euros)
BTOB Construcción Ventures, S.L.
C/ Sepúlveda, 6, 28100 Alcobendas (Madrid)
2,892
Aplicación de Pinturas, API, S.A.
Total
Cobra Inversiones y Gestión, S.L.,
Moncobra, S.A., Cobra
Instalaciones y Servicios, S.A.
Cobra Inst. y Serv. India, Pvt.
B-324-110065 New Friends colony
New Delhi (India)
350
Industrial Control,
Installation and Assembly
Indirect
Industrial
Installation Work
Instalaciones y
Montajes Eléctricos, S.A. (IMES)
Aplicación de Pinturas, API, S.A.
Services
Direct
Atil Cobra, S. A.
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
Albatros Logistic, S.A.
211
E
Artemis Transmissora de Energia, Ltda.
Avda. Marechal Camara 160 salas
1833/1834 Rio de Janeiro (Brazil)
303
3,636
Line of business
A
A
Services
100.00
100.00
44,162
ACS, Servicios
de Comunicación
y Energía
Cobra Instalaciones y Servicios, S.A. (R.D.)
Vereda Nº 6, Monoguayabo
Santo Domingo (Dominican R.)
Services
100.00
100.00
266
Cobra Instalaciones y
Servicios, S.A.
Cobra Instalacoes e Servicios, Ltda.
Rua Uruguai, 35 Conj. 133, Porto Alegre
Porto Alegre RS (Brazil)
Services
100.00
100.00
3,229
Cobra Instalaciones y
Servicios, S.A., Other
A
109
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of business
Cobra Internacional
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
Services
Cobra Inversiones y Gestión, S.L.
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
Holding Company
Cobra México
Melchor Ocampo 193, Torre C,
Piso 14, Letra D, 11300 Colonia Verónica
Anzures México DF (Mexico)
Services
Cobra Perú II, S.A.
Abelardo Quiñones, 870
Iquitos Loreto (Peru)
Cobra Perú, S.A.
C/ Jr. Salaberry, 300, Callao, Lima (Peru)
Cobra Servicios Auxiliares, S.A.
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
Cobra Sistemas de Seguridad, S.A.
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
Cobra Sistemas y Redes, S.A.
C/ Cardenal Marcelo Spínola, 10
28016 Madrid
Codelan, S.A.
C/ Quejio num. 45 Pol. Ind. Navisa
Sevilla 41006
Columar, S.A.
C/ Florida, 1184, 11100 Montevideo,
Montevideo (Uruguay)
Construcciones Dorsa, S.A.
Cristóbal Bordiu, 35, 5º
oficina 515-517, Madrid
Control and Applications Asia, Pte. Ltd.
24 Woodlands Loop, #04-00,
Singapore 738285 (Singapore)
D
A
Services
Services
Security Sistems
Installation Work
All Manner of
Construction Work
Services
Construction
Industrial Control,
A Installation and Assembly
Control y Montajes Industriales
de México, S.A. de C.V.
Juan Racine nº 112, 6º piso, Col. Los Morales
Polanco. México 11510, D.F. (Mexico)
Industrial Control,
Installation and Assembly
Control y Montajes Industriales, Cymi, S.A.
C/ Teide, 4, 28709 San Sebastián de los Reyes
(Madrid)
Industrial Control,
A Installation and Assembly
Cosersa, S.A.
Avda. Ramón y Cajal, 107, Madrid
110
Services
Industrial Cleaning
Direct
Indirect
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
60.00
99.99
100.00
100.00
100.00
100.00
Total
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
60.00
99.99
100.00
100.00
100.00
100.00
Net cost
(Thousand
Euros)
33
Percentage of ownership
Company
with indirect holding
Cobra Inversiones y
Gestión, S.L., Cobra Instalaciones
y Servicios, S.A.
393
Cobra Instalaciones y
Servicios, S.A., Pr Prisa
808
Cobra Instalaciones
y Servicios, S.A.,
Cobra Internacional
27
Cobra Perú, S.A., Other
6.661
Cobra Instalaciones y
Servicios, S.A.
60
Cobra Instalaciones y
Servicios, S.A., Catalana
de Treballs Publics, S.A.
120
Moncobra, S.A.,
Cobra Instalaciones y
Servicios, S.A.
177
Cobra Inversiones y
Gestión, S.L., Cobra
Instalaciones y Servicios, S.A.
1,457
SICE
0
Atil Cobra, S.A.
90
Sociedad Española de
Montajes Industriales, S.A.
809
Cymi
3,067
Cymi (99.99%),
Villanova (0.01%)
6,922
Dragados Industrial (99.99%),
Villanova (0.01%)
210
Instalaciones y Montajes
Eléctricos, S.A. (IMES)
Company and registered office
Line of business
Cymi do Brazil, Ltd.
Ciudad de Rio de Janeiro, Estado do Rio de Janeiro,
na Marechal Cámara nº 160, salas 1833/1834 (Brazil)
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Company
with indirect holding
Industrial Control,
Installation and Assembly
100.00
100.00
468
Cymi
Security Installations
and Set-up
100.00
100.00
120
Cymi
Energy Production
80.00
80.00
926
Energía y Recursos
Ambientales, Eyra, S.A.
Dimática, S.A.
Pradillo, 48 y 50, Madrid
Marketing of
Computer Equipment
100.00
100.00
120
Instalaciones y Montajes
Eléctricos, S.A. (IMES)
Dragados Industrial Algerie, S.P.A.
141 BK Krim-Belkacem Gouver Norat
du Grnd Alger (Argelia)
Industrial Maintenance
and Assembly
97.00
97.00
397
Masa (93%), Otros (4%)
Administrative Management
Services
100.00
100.00
38,920
Dragados Industrial
Cymi Seguridad, S.A.
C/ Teide, 1, 1ª Planta
28709 San Sebastián de los Reyes (Madrid)
Desarrollos Energéticos Riojanos, S.L.
Pol. Ind. Las Merindades, C/ B nº 6, 9550
Villarcayo de Merindad de Castilla la Vieja (Burgos)
Dragados Sistemas, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Dragados Construc. Netherlands, S.A.
Amsteldijk 166-6, 1079 LH Amsterdam
(Netherlands)
Industrial
Control, Installation
and Assembly
83.25
83.25
126
Cymi (33.25%),
Masa (33.25%),
Intecsa-Uhde (16.75%)
Dragados Industrial Canada Inc.
620 Rene Levesque West Suite 1000,
H3B 1N7 Montreal, Quebec (Canada)
Industrial
Control, Installation
and Assembly
83.25
83.25
142
Dragados Construc.
Netherlands
99.79
60,976
Dragados Industrial, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
A
Electrical
Installation Work
Dragados Offshore de México, S.A. de C.V.
C/ Juan Racine, 112 8º Col. Los Morales
Del. Miguel Hidalgo México DF 11510 (Mexico)
D
Industrial Engineering
and Construction
95.00
95.00
(1,181)
Dossa
Dragados Offshore, S.A. (Dossa)
Bajo de la Cabezuela s/n,
11510 Puerto Real (Cádiz)
A
Industrial Engineering
and Construction
100.00
100.00
7,156
Dragados Industrial
(99.99%), Villanova (0.01%)
Dragados Proyectos Industriales
de México, S.A. de C.V.
Juan Racine nº 112, 7º piso Col. Los Morales
Polanco. México D.F. (Mexico)
99.79
Industrial Engineering
and Construction
95.00
95.00
2,806
Dragados Industrial
(31.67%), Cymi (31.67%),
Masa (31.67%)
Dragados Telecomunicaciones Dyctel Brazil, Ltda.
Rua Madre Cabrini 137 Barrio Vila Mariana
04020000 Sao Paulo (Brazil)
Telecommunications
Installations
100.00
100.00
(838)
Dyctel (99%), Enyse (1%)
Dragados Telecomunicaciones, S.A.
Avda. Tenerife, 4-6,
San Sebastian de los Reyes (Madrid)
Telecommunications
Services
100.00
100.00
10,791
Dragados Industrial (99.99%),
Villanova (0.01%)
Telecommunications
Services
100.00
100.00
(597)
SICE
DYCTEL Infraestructuras
de Telecomunicaciones, S.A.
C/ La Granja, 29, Alcobendas (Madrid)
A
111
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Dyctel Puerto Rico, INC.
Montellano Final sector embalse de San José,
San Juan (Puerto Rico)
Line of business
A
Easa Somozas, S.A.
C/ Jose Luis Bugallal Marchesi, 10,
15008 La Coruña
Electronic Traffic, S.A.
Tres Forques, 147, Valencia
Electricity Production
A
Emplogest, S.A.
Rua Alfredo Trinidade, 4/A-1649-027
Lisbon (Portugal)
A
Enelec - Proyectos e Montagens
Electricos e de Instrumentos, S.A.
Avda. Marechal Gomes de Costa, nº 27,
3º Esq., 1800-255 Lisbon (Portugal)
Energía y Recursos Ambientales, Eyra, S.A.
Avda. Pío XII, 102, 28016 Madrid
D
Energías Ambientales de Vimianzo, S.A.
C/ Jose Luis Bugallal Marchesi, 10,
15008 La Coruña
Energías Ambientales, Easa, S.A.
C/ Jose Luis Bugallal Marchesi, 10,
15008 La Coruña
D
D
Enq, S.L.
Pol. Ind. C/F nº 13, Mutilua Baja, Pamplona
Equipos de Señalización y Control, S.A.
Severino Cobas 100, Vigo
Etra Cataluña, S.A.
Mercuri, 30-32, Barcelona
A
Etra Interandina, S.A.
c/ 100 Nº 8a-51- Of. 610 "Torre B",
Santa Fe de Bogotá (Colombia)
Etra Investigación y Desarrollo, S.A.
Tres Forques, 147, Valencia
112
A
47.00
100.00
98.00
100.00
47.00
100.00
98.00
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
0
Dyctel
970
Energías Ambientales,
Easa, S.A.
22,298
ACS, Servicios, Comunicaciones
y Energía, S.L.
1,283
Cobra Instalaciones y
Servicios, S.A.
100.00
4,176
Dragados Industrial
Electrical Installations
Work
100.00
100.00
1,569
Dragados Sistemas (99.99%),
Villanova (0.01%)
Renewable Energies
Electricity Production
Electricity Production
Electricity Production
Software
A
100.00
Total
100.00
Electricity Production
D
Indirect
Industrial Engineering
and Construction
Industrial
Control, Installations
and Assembly
Energía y Recursos Ambientales, Outes, S.A.
C/ Jose Luis Bugallal Marchesi, 10,
15008 La Coruña
Energías Ambientales de Novo, S.A.
C/ Jose Luis Bugallal Marchesi, 10,
15008 La Coruña
Traffic Regulation
Holding Company
Empresa Nacional de Ingeniería
y Tecnología, S.A. -Gerencia de Energía
Príncipe de Vergara, 120, 28002 Madrid
Enclavamientos y Señalización
Ferroviaria, S.A. (Enyse)
C/ La Granja, 29, Alcobendas (Madrid)
Telecommunications
Services
Direct
Traffic Regulation
Traffic Regulation
100.00
100.00
60.00
60.00
60.00
60.00
99.54
100.00
100.00
100.00
100.00
60.00
60.00
60.00
60.00
99.54
100.00
100.00
Company and registered office
100.00
601
Electronic Traffic, S.A.
A
Traffic Regulation
100.00
100.00
1,503
Electronic Traffic, S.A.
Electricity Operation
Outsourcing
100.00
100.00
1,942
Dragados Sistemas
Water Management
100.00
100.00
7,314
Electronic Traffic, S.A.
Construction and
Operation
100.00
100.00
3
Obras Hidráulicas y Viarias, S.A.
Electricity Operation
Outsourcing
100.00
100.00
722
SICE
Services
100.00
100.00
4,808
Atil
Hidra de Telecomunicaciones
y Multimedia, S.A.
C/ Severo Ochoa 10, 29190 Campañillas (Málaga)
Hidrogestión, S.A.
Avda. Manoteras, 28, Madrid
A
Hidrolazan, S.L.
Paseo de la Castellana, 167, Madrid
Informática y Telemática Portuaria, S.A.
C/ Sepúlveda 6, Alcobendas, (Madrid)
Injar, S.A.
C/ León y Castillo, 421
35005 Las Palmas de Gran Canaria
A
Instalaciones y Montajes Eléctricos, S.A. (IMES)
Avda. Ramón y Cajal, 107, Madrid
99.67
100.00
57,367
ACS, Servicios, Comunicaciones
y Energía, S.L.
A
Services
Intebe
Ctra. Comarcal 1411, PK 91, Cercs (Barcelona)
A
Maintenance
67.00
67.00
162
Mantenimientos, Ayuda a la
Explotación y Servicios, S.A. (MAESSA)
Iscobra Instalacoes e Servicios, Ltda.
Rua Marechal Cámara, 160/1807
Rio de Janeiro (Brazil)
Services
100.00
100.00
236
Cobra Instalacoes y
Servicios, Ltda., Other
Services
100.00
100.00
0
Cobra Internacional
1,170
Itumbiara Marimbondo (Cobra)
Rua Marechal Cámara, 160/1807
Rio de Janeiro (Brazil)
Energías Ambientales,
Easa, S.A.
Josébeso
(Venezuela)
2,626
Company
with indirect holding
100.00
Energía y Recursos
Ambientales, Eyra, S.A.
571
Net cost
(Thousand
Euros)
Traffic Regulation
4,207
1,166
Total
A
Cymi
9,306
Indirect
Etralux, S.A.
Tres Forques, 147, Valencia
ACS, Servicios de
Comunicación y Energía
5,240
Direct
Etra Norte, S.A.
Bizcargi, Bloque 2 nº 5, Bilbao
1,409
1,480
Line of business
0.33
Industrial Cleaning
100.00
100.00
78
Venezolana de Limpiezas
Industriales, C.A. (Venelin)
A
Traffic Regulation
100.00
100.00
307
Electronic Traffic, S.A.
A
Assembly
99.40
99.40
180
Mantenimientos, Ayuda a la
Explotación y Servicios, S.A. (MAESSA)
Makiber, S.A.
Paseo Castellana, 182, 1º, 28046 Madrid
A
Merchandise
Export
100.00
100.00
5,710
Dragados Industrial (99.99%),
Villanova (0.01%)
Mantenimiento y Montajes Industriales, S.A. (Masa)
Edif. Milenium C/ Teide, 5, 1º
28709 San Sebastián de los Reyes (Madrid)
A
Industrial Maintenance
and Assembly
100.00
100.00
16,873
Dragados Industrial (99.99%),
Villanova (0.01%)
Electronic Traffic, S.A.
Mantenimientos, Ayuda a la Explotación
y Servicios, S.A.(MAESSA)
Gran Vía, 67, Madrid
A
Industrial
Maintenance
100.00
100.00
2.344
ACS, Servicios, Comunicaciones
y Energía, S.L., Sociedad
Española de Montajes, S.A.
Masa Algeciras, S.A.
Avda. Virgen del Carmen, 89,
11202 Algeciras (Cádiz)
A
Industrial Maintenance
and Assembly
100.00
100.00
523
Masa (99.99%),
Villanova (0.01%)
Energías Ambientales,
Easa, S.A.
Energía y Recursos
Ambientales, Eyra, S.A.
Electronic Traffic, S.A.
Electronic Traffic, S.A.
Traffic Regulation
100.00
100.00
129
Electronic Traffic, S.A.
R&D
100.00
100.00
3,330
Electronic Traffic, S.A.
Lumican, S.A.
Arco, 40, Gran Canaria
Maessa Telecomunicaciones, S.A. (Maetel)
Plaza Antonio Beltrán Martínez, 1, 8º C,
Zaragoza
113
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of business
Masa Argentina, S.A.
C/ Donado 1090, Bahía Blanca
8000 (Argentina)
Industrial Maintenance
and Assembly
Masa Brasil, S.L.
Rua Joaquin Eugenio de Lima,
680, 01403-901 Sao Paulo (Brazil)
Industrial Maintenance
and Assembly
Masa Galicia, S.A.
Pol. Ind. De la Grela c/ Guttemberg, 27 1º,
15008 La Coruña
Industrial Maintenance
A
and Assembly
Masa Huelva, S.A.
C/ Alonso de Ojeda, 1, 21002 Huelva
Industrial Maintenance
A
and Assembly
Masa Madrid, S.A.
Edif. Milenium C/ Teide, 5 1º,
28709 San Sebastián de los Reyes (Madrid)
Industrial Maintenance
and Assembly
Masa México, S.A. de C.V.
C/ Juan Racine, 112 8º Col. Los Morales
Del. Miguel Hidalgo, México DF (Mexico)
Masa Norte, S.A.
C/ Rivera de Axpe, 50 3º, Erandio (Vizcaya)
Industrial Maintenance
and Assembly
Industrial Maintenance
A
and Assembly
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
Company and registered office
90.00
100.00
100.00
100.00
100.00
100.00
100.00
90.00
100.00
100.00
100.00
100.00
100.00
100.00
(297)
Masa
(61)
Masa (50%),
Masa Madrid (50%)
100
Masa (99.99%),
Villanova (0.01%)
61
Masa (99.99%),
Villanova (0.01%)
192
Masa (99.99%),
Villanova (0.01%)
(506)
Masa
123
Masa (99.99%),
Villanova (0.01%)
Construction
100.00
100.00
5,682
Cobra Instalaciones y
Servicios, S.A.
Parque Eólico de Valdecarro, S.L.
C/ Cardenal Marcelo Spínola, 10, 28016 Madrid
Electricity Production
100.00
100.00
3
Energía y Recursos
Ambientales, Eyra, S.A.
Parque Eólico El Perú, S.L.
C/ Cardenal Marcelo Spínola, 10, 28016 Madrid
Electricity Production
51.00
51.00
561
Energía y Recursos
Ambientales, Eyra, S.A.
Parque Eólico La Boga, S.L.
C/ Cardenal Marcelo Spínola, 10, 28016 Madrid
Electricity Production
100.00
100.00
3
Energía y Recursos
Ambientales, Eyra, S.A.
Parque Eólico Marmellar, S.L.
C/ Cardenal Marcelo Spínola, 10, 28016 Madrid
Electricity Production
100.00
100.00
3
Energía y Recursos
Ambientales, Eyra, S.A.
Services
100.00
100.00
5
Cobra Instalaciones y
Servicios, S.A.
Portumasa, S.A.
Industrial Maintenance
Avda. Nerchal Gomes da Costa, 27 3º, 1800 Lisbon (Portugal)
and Assembly
100.00
100.00
204
Masa
Holding Company
75.00
75.00
703
Cobra Instalaciones y
Servicios, S.A., Emplogest, S.A.
Promservi, S.A.
Avda. Ramón y Cajal, 107, Madrid
A Real Estate Eevelopment
100.00
100.00
1,501
Instalaciones y Montajes
Eléctricos, S.A. (IMES)
A
Obras Hidráulicas y Viarias, S.A.
Paseo de la Castellana, 167, 28046 Madrid
Procme, Ltda.
Rua a Prof de Cavaco Silva, 13 Ed. Ciencia II
Tagus Part 2780 -920 Oeiras (Portugal)
Masa Servicios, S.A.
Pol. Ind. Zona Franca Sector B Calle B,
08040 Barcelona
A
Industrial Maintenance
and Assembly
100.00
100.00
94
Masa (99.99%),
Villanova (0.01%)
Roura Cevasa, S.A.
Caracas, 5, Barcelona
187
Masa (99.99%),
Villanova (0.01%)
Salmantina de Seguridad Vial, S.A.
América, 2, Los Villares de la Reina (Salamanca)
Services
Industrial Cleaning
Moncobra Canarias Instalaciones, S.A.
C/ León y Castillo, 238,
35005 Las Palmas de G. Canaria
Moncobra, S.A.
C/ Cardenal Marcelo Spínola, 10, 28016 Madrid
Monelec, S.A.
Cerraristas, 14, Málaga
A
A
100.00
100.00
100.00
100.00
5
39
Venezolana de Limpiezas
Industriales, C.A. (Venelin)
Installations Work
100.00
100.00
60
Cobra Instalaciones y
Servicios, S.A., Moncobra, S.A.
Installations Work
100.00
100.00
4,185
Cobra Instalaciones y
Servicios, S.A.
Traffic Regulation
100.00
100.00
2,284
Etralux, S.A.
Munirah Transmissora de Energia, Ltda.
Ciudad de Rio de Janeiro, Estado do Rio de Janeiro,
na Marechal Cámara nº 160, salas 1833/1834 (Brazil)
Industrial Control,
and Assembly
95.00
95.00
0
Cymi
Murciana de Tráfico, S.A.
Carril Molino Nerva (Murcia)
Traffic Regulation
100.00
100.00
565
Electronic Traffic, S.A.
A
Percomex, S.A.
Melchor Ocampo, 193, Torre C, Piso 14, Letra D
11300 Colonia Verónica Anzures, México DF (Mexico)
Masa (99.99%),
Villanova (0.01%)
Mimeca
(Venezuela)
Company
with indirect holding
Energía y Recursos
Ambientales, Eyra, S.A.
212
Sociedad Española
de Montajes Industriales, S.A.
Net cost
(Thousand
Euros)
1,159
100.00
100.00
Total
100.00
100.00
100.00
Indirect
100.00
Industrial Maintenance
and Assembly
Mexsemi, S.A. de C.V.
Avda. Dolores Hidalgo, 817 - C.D. Industrial 36541 Irapuato, GTo. (Mexico)
Direct
Electricity Production
A
Industrial Maintenance
and Assembly
Line of business
Nuevas Energías Valencianas, S.A.
Pedrapiquers, 2, 46014 Valencia
Masa Puertollano, S.A.
Ctra. Calzada de Calatrava, km 3,4
13500 Puertollano (Ciudad Real)
Masa Tenerife, S.A.
C/ Marina ,7, 38002 Santa Cruz de Tenerife
114
Direct
Corporate Image
100.00
100.00
18,088
Vías y Construcciones, S.A.
Construction and
Signposting
100.00
100.00
60
Aplicación de Pinturas, API, S.A.
Assembly
100.00
100.00
31
Mantenimientos, Ayuda a la
Explotación y Servicios, S.A. (MAESSA)
Industrial Cleaning
100.00
100.00
55
Venezolana de Limpiezas
Industriales, C.A. (Venelin)
Computer
Maintenance
100.00
100.00
120
Instalaciones y Montajes
Eléctricos, S.A. (IMES)
Electrical
Installation Work
100.00
100.00
60
Instalaciones y
Montajes Eléctricos, S.A. (IMES)
A
Industrial Engineering
and Constructions
95.00
95.00
51
Dragados Proyectos
Industriales México
Servicios y Proyectos Industriales de México, S.A. de C.V.
Juan Racine nº 112, 4º piso Col. Los Morales
Polanco. México D.F. (Mexico)
Industrial Engineering
and Constructions
95.00
95.00
4
Dragados Proyectos
Industriales México
Industrial
Control,Installation
and Assembly
100.00
100.00
352
Cymi
Senaxsa
Políg. Ind. Baix Ebre - Parcela 89, Campredo (Tarragona)
Sermacon
(Venezuela)
Sermicro, S.A.
Pradillo, 48 y 50, Madrid
A
Serveis Catalans
Ntra. Sra. de Bellvitche, 238-244, Barcelona
Servicios Dinsa, S.A. de C.V.
Juan Racine nº 112, 4º piso Col. Los Morales
Polanco, México D.F. (Mexico)
Setec Solucoes Energeticas de Transmissao
e Controle, Ltda.
Ciudad de Rio de Janeiro, Estado do Rio de Janeiro,
na Marechal Cámara nº 160, salas 1833/1834 (Brazil)
115
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
3
ECONOMIC
AND FINANCIAL
INFORMATION
Company and registered office
Line of business
Sice do Brasil, S.A.
Avda. Eng. Luis Carlos Berrini, 1461 4º
Sao Paulo (Brazil)
All Manner of
Construction Work
Sice Sudafrica Pty, Ltd.
Building A First Floor east wing Montana Tark
oficces, Calliandra Street, Pretoria (South Africa)
100.00
Total
100.00
Net cost
(Thousand
Euros)
17
Percentage of ownership
Company
with indirect holding
SICE
100.00
100.00
5
SICE
Traffic Regulation
100.00
100.00
385
Electronic Traffic, S.A.
Antenna Manufacturing
80.00
80.00
6,598
Dragados Sistemas
Company and registered office
Trafiurbe Comercio e Industria Maquinas
para Sinalizaço, S.A.
Quinta das Mas Fetais Camarate, 2685-561
Sacavem (Portugal)
D
Electricity Production
48.00
48.00
4,587
Energías Ambientales, Easa, S.A.
Sociedad Española de Montajes
Industriales, S.A. (SEMI)
Barquillo, 19, Madrid
A
Services
99.73
99.73
7,092
ACS, Servicios, Comunicaciones
y Energía, S.L.
Sociedad Ibérica de Construcciones
Eléctricas, S.A. (SICE)
C/ Sepúlveda, 6, Alcobendas (Madrid)
Vent, Sol y Energía
Sagrado Corazón de Jesús, 17
00330 Crevillente (Alicante)
A
All Manner of
Construction Work
100.00
100.00
43,167
Dragados Sistemas
Somozas Energías Renovables
C/ Amistat, 23, 08005 Barcelona
Spcobra Instalacoes e Servicios, Ltda.
Av. Dom Pedro I, 790 - CEP 091100-000
Vila Pires Santo André SP (Brazil)
Sumipar, S.A.
C/ B Sector B, Pol. Ind. Zona Franca, Barcelona
Técnicas de Desalinización del Agua, S.A. (Tedagua)
Pol. de Arinaga, II fase. Parc. 15 - 16
35119 Agüimes (Las Palmas de G. Canaria)
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Company
with indirect holding
Telecommunication
Engineering
100.00
100.00
1,481
Dragados Sistemas
Painting and Signposting
60.00
60.00
575
Aplicación de Pinturas, API, S.A.
Traffic Regulation
100.00
100.00
155
Electronic Traffic, S.A.
82.80
1,057
100
Trasimal, S.L.
Qta. Das mos Lugar de Fetais
2685 Camarate, Lisbon (Portugal)
Sociedad Eólica D’Enderrocada, S.A.
C/ Amistat, 23, 08005 Barcelona
Societe Espagnole de Montage
Industriel du Maroc, S.A.
22, Rue Le Catelet, Appt. Nº 16
Sémétage-Belvédére, Casablanca (Morocco)
Line of business
Telsa Instalaciones de Telecomunicaciones
y Electricidad, S.A.
C/ La Granja, 29, Alcobendas (Madrid)
Venezolana de Limpiezas
Industriales, C.A. (Venelin)
Caracas (Venezuela)
Sociedad Industrial de Construcciones
Eléctricas, S.A.
Juan Racine nº 112, 1º piso Col. Los Morales
Polanco, México D.F. (Mexico)
116
Indirect
All Manner of
Construction Work
Sidetel, S.A.
Avda. Manoteras, 28, Madrid
Sistemas Radiantes F. Moyano, S.A.
C/ La Granja, 72, Alcobendas (Madrid)
Direct
R
Cleaning
A
Energy
50.00
50.00
Industrial Cleaning
100.00
100.00
66.67
100.00
1,885
Urbaser
Environment
51.00
51.00
2
Técnicas Medioambientales,
TECMED, S.A.
Packaging
100.00
100.00
53
T. Alsina
Graells Sur, S.A., Jilosa
Anónima Alsina Graells de A.T., S.A.
Avda. Empresari Josep Segura i Farre (Lérida)
Regular Transport
of Passengers
100.00
100.00
94
Continental Auto, S.L.,
T. Alsina Graells Sur, S.A.
Autedia, S.A.
Avda. Ingeniero Gutiérrez Segura, 2
Baza (Granada)
Regular Transport
of Passengers
64.21
64.21
164
T. Alsina Graells Sur, S.A.
Autobuses Consol, S.A.
C/ Puerta del Vado, 1, Alcalá de Henares (Madrid)
Regular Transport
of Passengers
51.00
51.00
34
Continental Auto, S.L.
Autobuses García, S.L.
Hermilio Alcalde del Río, 2, Torrelavega (Cantabria)
Regular Transport
of Passengers
100.00
100.00
2,556
Continental Auto, S.L.
Autocares Discrecionales del Norte, S.L.
Alameda de Urquijo, 85, Bilbao
Private Passenger
Transport Service
100.00
100.00
132
Continental Auto, S.L.
Regular Transport
of Passengers
64.76
64.76
0
T. Alsina Graells Sur, S.A.
Environment
60.00
60.00
(60)
Técnicas Medioambientales,
TECMED, S.A.
Parking Lot Operation
100.00
100.00
35
Urbaser (99.99%),
Villanova (0.01%)
Weinfer
(Venezuela)
82.80
Energía y Recursos
Ambientales, Eyra, S.A.
Venezolana de Limpiezas
Industriales, C.A. (Venelin)
URBAN SERVICES
All Manner of
Construction Work
100.00
100.00
10
SICE
Services
99.99
99.99
210
Sociedad Española
de Montajes Industriales, S.A.
Electricity Production
55.00
55.00
33
Energía y Recursos
Ambientales, Eyra, S.A.
1,738
Cobra Instalacoes y
Servicios, Ltda.
Services
Electrical Installation Work
Installation Work
Tecnología de Sistemas
Electrónicos, S.A. (EYSSA-TESIS)
Rua General Pimienta de Castro,11-1º
1740-018 Lisbon (Portugal)
Traffic Regulation
Tecnologías Integrales
de Telecomunicaciones, S.A.
C/ La Granja, 29, Alcobendas (Madrid)
Telecommunications
Services
Telcarrier, S.A.
C/ La Granja, 29, Alcobendas (Madrid)
Other Telecommunications
Services
56.00
100.00
100.00
100.00
56.00
100.00
100.00
100.00
739
5,606
7,878
SICE
Cobra Instalaciones y
Servicios, S.A.
Electronic Traffic, S.A.
Aguas del Huesna, S.L.
Avda. de la Innovación, s/n, Sevilla
Alfa Servicios Medioambientales, S.L.
C/ Albasanz, 16, Madrid
Alsina Express, S.A.
Avda. de América, 9a, Madrid
Autocares Maestra, S.L.
Avda. Ingeniero Gutiérrez Segura, 2
Baza (Granada)
Blas Moreno, S.L.
Avda. Mistral, 44, Barcelona
100.00
100.00
100.00
100.00
(1,515)
Dragados Sistemas
(454)
Dragados Sistemas (99.99%),
Novovilla (0.01%)
Caepark Tenerife 1, S.A.
Pol. Ind. Zona Franca C/B, 08040 Barcelona
A
Water Treatment
33.33
117
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x hi bi ts
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Canal Metro Madrid, S.A.
C/ Fernando Rey nº 3, Pozuelo de Alarcón (Madrid)
Centro de Transferencias,S.A.
Polígono Los Barriales, s/n, Valladolid
Line of business
D
A
Claerh, S.A.
Avda. del Descubrimiento, Alcantarilla (Murcia)
Clece, S.A.
C/ Bravo Murillo, 52 7º Planta, Madrid
Consenur, S.A.
Polígono Industrial Finanzauto,
c/ Ebro, Arganda del Rey, Madrid
A
A
Construrail, S.A.
Avda. Ingeniero Gutiérrez Segura, 2,
Baza (Granada)
Empordanesa de Neteja, S.A.
Avda. Mistral, 44, Barcelona
Empresa Navarro, S.L.
Méndez Álvaro, s/n, Madrid
TV Transit
Environment
51.00
51.00
230
Consenur
9,074
Urbaser (99.99%),
Villanova (0.01%)
Interior Cleaning
100.00
Environment
100.00
60.00
Transport
Transport
Ejido Medioambiente, S.A.
Paraje Chozas de Redondo, El Ejido (Almería)
(1,182)
1,209
A
Dragados SPL del Caribe, S.A. C.V.
C/Juan Racine nº112 4º piso-Col.Los Morales
Polanco, México DF (Mexico)
Percentage of ownership
Company
with indirect holding
70.00
Continental Rail, S.A.
Avda. de América, 2-17 b, Madrid
Dragados Servicios Portuarios
y Logísticos, S.L. (Dragados SPL)
C/ Lagasca, 88, Madrid
81.96
Net cost
(Thousand
Euros)
70.00
A
Dragados Desarrollo y Gestión de Servicios, S.L.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
81.96
Total
Environment
Regular Transpot
of Passengers
Cytrar, S.A. de C.V.
(Mexico)
Indirect
Técnicas Medioambientales,
TECMED, S.A.
Continental Auto, S.L.
Avda. de América 9a, Madrid
Cuerda de Rodaderos, S.L.
C/ Loja 8, Local 27, 18220 Polig. Juncaril (Albacete)
118
Advertising Services
Provision and
Marketing of
Logistics Services
Container Train, S.A.
Lg. Muelle Dársena Sur. Edificio Autoterminal,
08039 Barcelona
Control de Estacionamientos Urbanos, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Direct
57.14
100.00
100.00
100.00
60.00
57.14
1,863
Técnicas Medioambientales,
TECMED, S.A. y SOCAMEX
72
Continental Rail, S.A.,
Vías y Construcciones, S.A.
580
Dragados SPL
100.00 191,395
100.00
100.00
62
Vías y Construcciones, S.A.,
Continental Auto, S.L.
Parking Lot Operation
100.00
100.00
1,722
Urbaser (99.99%),
Villanova (0.01%)
Wind-Power
60.00
60.00
7
Urbaenergía
2,743
Tecmed Técnicas
Medioambientales de México, S.A. de C.V.
Environment
Holding of Shares
Port and Logistics
Services
Holding of Shares
Environment
Environment
Regular Transport
of Passengers
100.00
100.00
100.00
100.00 331,349
100.00
100.00
65.00
60.00
100.00
100.00 125,000
100.00
65.00
60.00
100.00
Villanova
DDGS (99.99%),
Villanova (0.01%)
16,025
Dragados SPL
199
Técnicas Medioambientales,
TECMED, S.A., Socamex, S.A.
(277)
Técnicas Medioambientales,
TECMED, S.A.
5,230
Continental Auto, S.L.
Company and registered office
Line of business
Enviromental Services Enser, S.A.E.
Garb Gprage Cornish el Nil Boulac, Cairo (Egypt)
Road Cleaning
Direct
Indirect
95.00
Estación de Autobuses de Andorra, S.A.
Avda. Josep Tarradellas, 42, Andorra La Vella
Station Operation
76.99
Estación de Servicio Alavesa, S.A.
Gerezpea, 17, Vitoria
Real Estate Rental
100.00
Explotación Comercial de Intercambiadores, S.A.
Avda. de América, 9a, Madrid
A
Galvagestió, S.A.
C/ Industria s/n Nave 4
Pol. Ind. " El Sur", El Papiol (Barcelona)
Gestión Medioambiental
de Torrelavega, S.A. (Gesmator)
Boulevard Demetrio Herrero, 6
39300 Torrelavega (Cantabria)
Total
95.00
Net cost
(Thousand
Euros)
Company
with indirect holding
945
Urbaser
76.99
23
S.A. Anónima Alsina
Graells de A.T., S.A.
100.00
3,470
Continental Auto, S.L.
Station
Operation
100.00
100.00
240
Continental Auto, S.L.,
Jiménez Lopera, S.A.
Environment
51.00
51.00
(215)
Técnicas Medioambientales,
TECMED, S.A.
Waste
60.00
60.00
60
Urbaser
Gestión y Protección Ambiental, S.L.
Condado de Treviño, 19, Burgos
Environment
53.00
53.00
101
Cetransa
Hijos de Simón Maestra Garosa, S.L.
Avda. Ingeniero Gutiérrez Segura, 2,
Baza (Granada)
Regular Transport
of Passengers
64.76
64.76
4,320
T. Alsina Graells Sur, S.A.
Transport
100.00
100.00
22,254
Dragados SPL
Incentive Servicios Logísticos, S.A. (Grupo Sintax)
C/ l'Atlantic, 112-120 Edif. Norai, 08040 Barcelona A
Integra MGSI, S.A.
C/ Pradillo, 5, Madrid
Intercambiador de Tptes.
de Avenida de América, S.A.
Avda. de América, 9a, Madrid
A
Integral
Maintenance
100.00
100.00
8,568
Clece (99.99%),
Villanova (0.01%)
A
Station
Operation
100.00
100.00
4,710
Continental Auto, S.L.,
Jiménez Lopera, S.A.
Environment
52.00
52.00
175
Novaflex, S.A.
Goods Transport
100.00
100.00
1,568
Continental Auto, S.L.
Investambiente, S.A.
(Portugal)
Jiménez Lopera, S.A.
Avda. de América, 9a, Madrid
Lafuente Alicante, S.L.
C/ Guillén Jefer, s/nº, Valencia
A
Interior Cleaning
51.00
51.00
508
Clece
Lafuente Valencia, S.L.
C/ Ingeniero Joaquín Benllot, 65, Valencia
A
Interior Cleaning
51.73
51.73
2,148
Clece
Interior Cleaning
100.00
100.00
1,589
Clece
A
Interior Cleaning
51.00
51.00
1,606
Clece
Marítima del Mediterráneo, S.A.
C/ l'Atlantic, 112-120, Edif. Norai, 08040 Barcelona A
Shipping Agency
90.00
90.00
39,293
Dragados SPL
100.00 138,885
Dragados SPL (99.99%),
Villanova (0.01%)
Limpiezas La Guía, S.L.
C/ Uruguay, 8 5ª Planta, Vigo
Limpiezas y Reformas Baleares, S.L.
C/ Pescadors, 1, Palma de Mallorca
Marítima Valenciana, S.A.
Muelle Príncipe Felipe, s/n, 46024 Valencia
A
Port Services
100.00
119
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x hi bi ts
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
3
ECONOMIC
AND FINANCIAL
INFORMATION
Regular Transport
of Passengers
64.76
64.76
0
T. Alsina Graells Sur, S.A.
Advertising Services
87.58
87.58
7,108
TV Transit
Environment
50.16
50.16
33
Investambiente, S.A.,
Novaflex, S.A.
NOVAFLEX, Técnicas de Medio Ambiente, S.A.
(Portugal)
Environment
100.00
100.00
4,762
Técnicas Medioambientales,
TECMED, S.A.
3,566
Técnicas Medioambientales,
TECMED, S.A., Socamex, S.A.
36
Técnicas Medioambientales,
TECMED, S.A.
98
Técnicas Medioambientales
Venezuela, S.A.
Environment
Parques y Jardines Conservación, S.A.
c/Albericia-nave C5, Santander
Environment
Procesadora de Residuos Urbanos
de Valencia, S.A. (PRUVALSA)
(Venezuela)
Environment
Publimedia Sistemas Publicitarios, S.L.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Puerto Seco Santander-Ebro, S.A.
C/ Ramón y Cajal, 17, 50640 Luceni (Zaragoza)
Real Verde, Lda.
(Portugal)
Recuperación Integral de Residuos
de Castilla y León, S.A.
Pol. Ind. Ntra. Sra. de Los Ángeles, Parcela 10,
nave 8 y 9, Palencia
100.00
60.00
82.00
100.00
60.00
82.00
Advertising Services
100.00
100.00
0
DDGS (99.99%),
Villanova (0.01%)
Logistics Center
50.00
50.00
571
Dragados SPL
Environment
95.00
95.00
104
Novaflex, S.A.
Environment
100.00
100.00
60
Técnicas Medioambientales,
TECMED, S.A., Consenur, S.A.
Residuos de la Janda, S.A.
C/ La Barca de Vejer s/n,
Vejer de La Frontera (Cádiz)
Environment
60.00
60.00
(15)
Técnicas Medioambientales,
TECMED, S.A.
Residuos Sólidos Urbanos de Jaen, S.A.
Palacio de la Excma. Diputación de Jaén (Jaén)
Environment
60.00
60.00
216
Técnicas Medioambientales,
TECMED, S.A.
S.A.T. La Castellana, S.A.
Avda. de América, 9a, Madrid
Inactive
Sanypick Plastic, S.A.
c/ Albasanz, 16, Madrid
Environment
Sermed, S.A.
c/ Albasanz, 16, Madrid
Servicios de Aguas de Misiones, S.A.
Avda. López y Planes,2577, Misiones (Argentina)
Ñ
Servicios Generales de Automoción, S.A.
Alameda de Urquijo, 85, Bilbao
Servicios Sociosanitarios Grales., S.L.
C/ Bravo Murillo, 52 7º Planta, Madrid
A
99.47
51.00
99.47
51.00
61
Continental Auto, S.L.
30
Técnicas Medioambientales,
TECMED, S.A.
Medical Services
100.00
100.00
1.202
Técnicas Medioambientales,
TECMED, S.A., Socamex, S.A.
Water Treatment
45.00
45.00
(107)
Urbaser
Supplies and
Spare Parts
100.00
100.00
0
Continental Auto, S.L.
2,658
Clece (99.99%),
Villanova (0.01%)
Healthcare Transport
Company and registered office
Line of business
Setra Ventas y Servicios, S.A.
C/ Límite s/n, Torrejón de Ardoz (Madrid)
Novabeira, S.A.
(Portugal)
Orto, Parques y Jardines, S.L.
Luçar Dòcean s/n, Parroquia de Orto (La Coruña)
120
Total
Percentage of ownership
Nevada Bus, S.L.
Avda. Ingeniero Gutiérrez Segura, 2,
Baza (Granada)
D
Indirect
Company
with indirect holding
Line of business
New And Publicity, S.A.
C/ Vía Augusta, 13-15, Barcelona
Direct
Net cost
(Thousand
Euros)
Company and registered office
100.00
100.00
Spare-Parts Sales
Servicios Corporativos TWC, S.A. de C.V.
(Mexico)
Sicsa Rail Transport, S.A.
Avda. del Puerto, 189-5, 46022 Valencia
Direct
A
Sistemas de Incineración y Depuración, S.L. (SINDE)
Ctra. San Vicente-Agost, km 10.2, Alicante
Indirect
100.00
Total
100.00
Net cost
(Thousand
Euros)
Company
with indirect holding
564
Continental Auto, S.L.
Tecmed Técnicas Medioambientales
de México, S.A. de C.V.
Environment
100.00
100.00
140
Transport
50.50
50.50
214
Dragados SPL
N/A
99.55
99.55
19
Valenciana de
Protección Ambiental,S.A.
Environment
100.00
100.00
986
Técnicas Medioambientales,
TECMED, S.A., Consenur
Sociedad de Reciclaje Asturiana, Sorea, S.A.
Pol. Ind. Granda II - Nave 1, Granda, Siero (Asturias)
Environment
51.00
51.00
24
Técnicas Medioambientales,
TECMED, S.A.
Somasur, S.A.
20, Rue Meliana Hai Ennahada, Rabat (Morocco)
Socamex, S.A.
C/ Cabalto s/n Par. 213. Pol. San Cristóbal, Valladolid
A
Water Treatment
100.00
100.00
10
Urbaser
Steam, S.A.
(France)
Environment
39.52
39.52
19
Tecmed Enviroment
Talher, S.A.
C/ Bravo Murillo, 52 7º Planta, Madrid
LandscapingReforestation
100.00
100.00
7,813
Clece
A
Tecmed Environment, S.A.
(France)
Environment
77.50
77.50
(561)
Técnicas Medioambientales,
TECMED, S.A.
Tecmed Técnicas Medioambientales
de México, S.A. de C.V.
(Mexico)
Environment
100.00
100.00
4,799
Técnicas Medioambientales,
TECMED, S.A.
TECMED, Técnicas Medioambientales
de Marruecos, S.R.L.
(Morocco)
Environment
100.00
100.00
96
TECMED, S.A.
Técnicas de Recuperación e Inertización, S.A.
c/ Albasanz, 16, Madrid
Environment
100.00
100.00
60
Técnicas Medioambientales,
TECMED, S.A. y Consenur, S.A.
Técnicas Medioambientales Venezuela, S.A.
(Venezuela)
Environment
100.00
100.00
360
Técnicas Medioambientales,
TECMED, S.A.
100.00
93,482
Técnicas Medioambientales, TECMED, S.A.
c/ Albasanz, 16, Madrid
A
Environment
100.00
Terminales del Sudeste
Avda. Pablo Ruiz Picasso, 1, 29001 Málaga
Port Services
82.26
82.26
8,222
Dragados SPL
Terminales Rías Altas, S.A.
Muelle Centenario, s/n, 15006 (La Coruña)
Port Services
60.00
60.00
683
Dragados SPL
66.36
66.36
9,711
Urbaenergía
Tirmadrid, S.A.
Cañada Real de las Merinas, Madrid
A
Waste
Treatment Plant
Tptes. Alsina Graells Sur, S.A.
Avda. de América, 9a, Madrid
A
Regular Transport
of Passengers
100.00
100.00
21,492
Continental Auto, S.L.,
Jiménez Lopera, S.A.
Holding of Shares
100.00
100.00
6,305
Urbaenergía
Tracemar Inversiones, S.L.
C/ Guzmán el Bueno, 133, Madrid
121
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit I
Fully consolidated companies
Percentage of ownership
3
ECONOMIC
AND FINANCIAL
INFORMATION
Regular Transport
of Passengers
64.76
64.76
0
T. Alsina Graells Sur, S.A.
Healthcare Transport
98.00
98.00
164
Collection and
Treatment of oils
100.00
100.00
Environment
100.00
Advertising Services
100.00
A
Tratamiento de Residuos Sólidos Urbanos, S.A.
(Mexico)
TV Transit, S.A.
C/ Fernando Rey, nº 3, Pozuelo de Alarcón (Madrid)
Urbaenergía, S.L.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
D
A
Urbana de Servicios Ambientales, S.A.
Avda. Ortega y Gasset, 194, 29006 Málaga
Urbaser Argentina, S.A.
Centro, 1294, Buenos Aires (Argentina)
Ñ
Urbaser Barquisimeto, C.A.
Carrera,4 Zona Ind. Barquisimeto,
Lara (Venezuela)
Urbaser Santo Domingo, S.A.
Víctor Garrido Puello,147 (Dominican Republic)
Urbaser Transportes, S.L.
Avda. Diagonal, 611-2-2, 08028 Barcelona
Urbaser United Kingdom, Ltd.
103, High St. Evesham, Worcestershire,
WR11 4EL (United Kingdom)
Urbasisten Publicity, S.A.
Aragoneses, 15, Alcobendas (Madrid)
Urbasisten, Asistencia Sanitaria, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
122
85.00
85.00
1,300
Técnicas Medioambientales,
TECMED, S.A.
1,622
Técnicas Medioambientales,
TECMED, S.A.
22,304
Tracemar Inversiones
Vertederos de Residuos, S.A. (VERTRESA)
C/ Albasanz, 16, Madrid
A
Environment
83.96
83.96
11,533
Técnicas Medioambientales,
TECMED, S.A.
100.00
4
Tecmed Técnicas
Medioambientales de México, S.A. de C.V.
Vicens Orts, S.L.
Berenguer de Palou, 1, Salou (Tarragona)
Environment
60.00
60.00
(315)
Técnicas Medioambientales,
TECMED, S.A.
100.00
6,193
Publimedia
A
Airport Services
51.00
51.00
1,627
Clece
A
Concessions
66.67
66.67
17,322
Dragados
Conces. de Infraestruct.
Concessions
100.00
100.00
0
Dragados Concessions
Zenit Servicios Integrales, S.A.
C/ Bravo Murillo, 52 7º Planta, Madrid
CONCESSIONS
75.00
1,365
Urbaser
Road Cleaning
100.00
100.00
2,423
Urbaser
Dragados A-1, Ltd.
180 Strand, London (United Kingdom)
100.00
100.00
100.00
170
99
177
Urbaser (99.99%),
Villanova (0.01%)
Urbaser
Urbaser
Road Cleaning
100.00
100.00
45
Urbaser
Waste
100.00
100.00
3,238
Urbaser
17
Urbaser (99.99%),
Villanova (0.01%)
100.00
Dragados Concesiones de Infraestructuras, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Dragados Concessions, Ltd.
180 Strand, London (United Kingdom)
A
Concessions
99.99
0.01
100.00 231,047
Novovilla
Concessions
100.00
100.00
2,073
Dragados
Conces. de Infraestruct.
Fenoco, S.A.
C/ 94 A No 11 A 27, piso 3, Bogotá D.C (Colombia)
Concessions
71.32
71.32
18,235
Dragados Conces. de
Infraestruct. (99.99%), Villanova (0.01%)
Inversiones Nocedal, S.A.
C/ Miraflores, nº222 piso 24, Santiago de Chile (Chile) J
Concessions
100.00
100.00
62,908
Dragados Conces. de
Infraestruct. (99.99%), Villanova (0.01%)
Inversora de Infraestructuras, S.A.
Avda. de Burgos, 16-D, 3º dcha., Madrid
Concessions
100.00
40,434
Taurus Holdings Chile, S.A.
C/ Alcántara, nº 271 piso 2º Las Condes, Santiago de Chile (Chile) J
Concessions
100.00
78,295
A
100.00
100.00
Dragados
Conces. de Infraestruct.
AUDITOR:
Q Waste Treatment Plant
Urbaser Valencia, C.A.
Avda. Cedeño, Valencia (Venezuela)
Urbaser, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Environment
99.55
75.00
100.00
Company
with indirect holding
99.55
Road Cleaning
Mixed Transport
Net cost
(Thousand
Euros)
Environment
Autovía de La Mancha, S.A.
Concesionaria Junta Comunidades
de Castilla-La Mancha
Paseo de Bachilleres, 1-B, 45003 (Toledo)
100.00
Total
A
21,989
100.00
Indirect
Clece
100.00
100.00
Direct
Valenciana de Protección Ambiental, S.A.
L' Alcudia de Crepins, Polig. El Caneri,
Parcela 6 (Valencia)
100.00
Road Cleaning
Urbaser Mérida, C.A.
Avda. Los Próceres, Mérida (Venezuela)
Line of business
Valenciana de Eliminación de Residuos, S.L.
Real de Montroi, Paraje Cabrera de Pino s/n (Valencia)
Renewable Energies
Waste
Urbaser de México, S.A.
Juan Racine,112, 11510 México DF (Mexico)
Company and registered office
DDGS (99.99%),
Villanova (0.01%)
Waste
Urbaser Bolívar, C.A.
Vía Puente Angostura,
Ciudad Bolívar (Venezuela)
Total
Percentage of ownership
Transportes Ortega Ramírez, S.L.
Avda. Ingeniero Gutiérrez Segura, 2,
Baza (Granada)
Tratamiento de Aceites y Marpoles, S.L.
C/ Guzmán el Bueno, 133, Madrid
Indirect
Company
with indirect holding
Line of business
Transportes Sanitarios La Rioja, S.L.
C/ Bravo Murillo, 52 7º Planta, Madrid
Direct
Net cost
(Thousand
Euros)
Company and registered office
A
100.00
100.00
371
Urbaenergía
Road Cleaning
100.00
100.00
315
Urbaser (99.99%),
Villanova (0.01%)
Urban Services
100.00
100.00 117,704
DDGS (99.99%),
Villanova (0.01%)
Advertising
100.00
100.00
32
Urbaser
Ambulances
100.00
100.00
204
Urbaser (99.99%),
Villanova (0.01%)
(A) - DELOITTE & TOUCHE
(B) - PRICE WATERHOUSE COOPERS
(C) - ERNST & YOUNG
(D) - KPMG
(E) - OSVALDO JORGE PAULINO
(F) - BSK CONSULTING
(G) - CONSULTORES ASOCIADOS
(H) - ROJAS Y NOVOA
(I) - MADERA SORIANO Y ASOCIADOS
(J) - QUESADA Y DÍAS AUDITORES
(K) - SURLATINA & HOWARTH
(L) - ESTUDIO TORRENT AUDITORES
(M) - SECOFA
(N) - RACC AUDITORES
(Ñ) - RAZZETO, LÓPEZ & RODRÍGUEZ CÓRDOBA
(O) - IRVIN CEDEÑO Y ASOCIADOS
(P) - VIZOSO, CASTELLA & ASOCIADOS
(Q) - DAVIES MYERS AND PARTNERS
(R) - CAROLINA PUEYO
123
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit II
Proportionally consolidated companies and companies accounted
for by the equity method
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of Business
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
PARENT COMPANY
Abertis Infraestructuras, S.A.
Avinguda del Parc Logistic, 12, 08040 Barcelona
Inmobiliaria Urbis, S.A.
General Pardiñas, 73, Madrid
B
A
ACS Sonera Telefonía Móvil, S.L.
c/ Orense, 34, Madrid
Carmelton Group, Ltd.
57, Yigal Alon, Tel Aviv (Israel)
Marina del Portixol, S.A.
C/ Padre Damián, 41, 28036 Madrid
Xfera Móviles, S.A.
Ribera del Sena, s/n, Madrid
Concessions
Real Estate
6.98
4.84
20.00
11.82 315,573
Dragados
Conces. de Infraestruct.
20.00 157,631
Telecommunications
58.39
58.39
21,646
Concessions
40.00
40.00
0
Real Estate
50.00
50.00
1,948
Line of Business
BK-DOSSA, S.A.
Centro de Neg. Miramar c/3 RA E/78 y 80
Edificio Jerusalem, La Habana (Cuba)
Industrial
Engineering and
Construction
Constructora Norte Sur, S.A.
Panamericana Norte nº 5364 Conchalí,
Santiago de Chile (Chile)
C
J
C
Dragados Fomento Canadá, S.A.L.
Queen Street, 570 Fredericton NB (Canada)
Dravo, S.A.
Plaza de Castilla, 3-5º CII, 28046 Madrid
C
Elaboración de Cajones Pretensados, S.L.
C/ Marcelo Spínola, 42, 28016 Madrid
Construction
Construction
19.96
50.00
50.00
34.78
50.00
50.00
44,310
348
31
ACS, Proyectos,
Obras y Construcciones, S.A.
Dragados O.P.
Dinec 1, S.A. de C.V.
Juan Racine nº 112, 6º piso
Col. Los Morales Polanco, Mexico D.F. (Mexico)
Dinsa Eléctricas y Cymi, S.A. de C.V.
Juan Racine nº 112, 6º piso
Col. Los Morales Polanco. Mexico D.F. (Mexico)
Construction
48.00
48.00
5
Dragados O.P.
Construction
50.00
50.00
(1,517)
Dragados O.P.
Construction
Construction
50.00
50.00
50.00
50.00
541
Drace
2
Dragados O.P.
703
ACS, Proyectos,
Obras y Construcciones, S.A.
Gaviel, S.A.
Paseo de Gracia, 29, Barcelona
Real Estate
50.00
50.00
Grupo Comercializador del Sur, S.A.
(Mexico)
Real Estate
50.00
50.00
Nisa Gav, S.A.
Paseo de Gracia, 29, Barcelona
Real Estate
50.00
50.00
567
Gaviel, S.A.
Construction
35.00
35.00
73
Dragados O.P.
Superco Orense, S.A.
C/ Benito Blanco Rajoy, 9, 15006 La Coruña
Via Dragados, S.A.
Sector SIA (Sector de Industria y Abastecimiento)
Trecho 3-Lotes 1705/1715, Brasilia-DF-CEO
71200-030 (Brazil)
D
Construction
50.00
50.00
ACS, Proyectos,
Obras y Construcciones, S.A.
22,666
Dragados O.P.
INDUSTRIAL
Aldebaran S.M.E. S.A.
C/ Amistat, 23, 08005 Barcelona
Electricity Production
50.00
50.00
31
Energía y Recursos
Ambientales, EYRA, S.A.
Dragados Offshore SLP S.A. de C.V.
C/ Juan Racine, 112 6º Col. Los Morales
Del. Miguel Hidalgo Mexico D.F. (Mexico)
Dossa
35.00
28
78.75
78.75
(600)
Urbaser (62.5%),
Intecsa-Uhde (16.25%)
Industrial
Engineering and
Construction
50.00
50.00
(189)
Dossa
Industrial
Maintenance and
Assembly
40.00
40.00
17
Masa
Air Transport
40.00
40.00
503
A
Control, Installation and
Industrial Assembly
56.56
56.56
3
Dragados Industrial (26.56%),
Cymi (30%)
A
Control, Installation and
Industrial Assembly
60.00
60.00
2
Cymi
D
Industrial
Engineering and
Construction
50.00
50.00
(735)
Dossa
Energy Transport
25.00
25.00
5,563
Cobra Instalaciones y
Servicios, S.A.
Import and Export
50.00
50.00
0
Makiber
Engineering
25.00
25.00
7
Intecsa-Uhde
Engineering
50.00
50.00
1,857
Dragados Industrial
Advertising
Operations
50.00
50.00
30
Roura Cevasa, S.A.
Control, Installation and
Industrial Assembly
50.00
50.00
14,407
Dragados Industrial
Highway
Upkeep and
Maintenance
50.00
50.00
84
Api Conservación, S.A.
Electricity Production
25.00
0.25
45
Energía y Recursos
Ambientales, EYRA, S.A.
Hospec, S.A.L.
Tamer Bldg., Sin El Beirut (Lebano)
Incro, S.A.
Serrano, 27, Madrid
JC Decaux Cevasa, S.A.
Polígono Industrial "Las Mercedes", Madrid
Nordeste Transmissora de Energia, Ltda.
Avda. Marechal Camara 160 salas 1833/1834
Rio de Janeiro (Brazil)
Operadora del Pacífico , S.A.
San Sebastián, 2750 - Oficina 404
Las Condes, Santiago de Chile (Chile)
Parque Eólico Lodoso, S.L.
C/ Almirante Bonifaz, 3, 09003 Burgos
Company
with indirect holding
Instalaciones y
Montajes Eléctricos, S.A. (IMES)
Expansion Transmissao
Avda. Marechal Camera, 160,
Rio de Janeiro (Brazil)
Intecsa Uhde Industrial, S.A.
Vía de los Poblados,11 Madrid 28033
50.00
Net cost
(Thousand
Euros)
Cobra Instalaciones
y Servicios, S.A.
Energy
ACS, Sacyr Chile, S.A.
Santiago de Chile (Chile)
14.82
Total
(100)
35.00
Cygnus
Aguehol, 7, Madrid
Telecommunications
50.00
Inactive
Constructora de Equipos
de Compresión, S.A. de C.V.
Miguel de Cervantes Saavedra, 157 4º
Col. AMP Granada, Mexico DF 11520 (Mexico)
ACS Sonera
Telefonía Móvil, S.L.
Indirect
Cogeneración Alfacel A.I.E.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
CONSTRUCTION
A
G
Direct
Cobra Magreb
Casablanca (Morocco)
Constructora Gas del Bio Bio Limitada
Puerta del Sol 55 4º Las Condes
Santiago (Chile)
Constructora Aeropuerto de Chile, S.A.
C/Alfredo Barros Errazuriz, 1953,
Santiago de Chile (Chile)
124
Company and registered office
A
125
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit II
Proportionally consolidated companies and companies accounted
for by the equity method
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of Business
Direct
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
Parque Eólico Santa Cruz del Tozo
Almirante Bonifaz, 3, 09003 Burgos
Electricity Production
Rashid Dragados Industrial, Ltd.
Road 2808 area 428 Al Seef distric,
Bahrain (Saudi Arabia)
Industrial
Engineering and
Construction
40.00
40.00
633
Dragados Industrial
Red Eléctrica del Sur, S.A.
Avda. San Felipe, 758, Lima (Peru)
Energy Transport
20.00
20.00
4,624
Cobra Perú, S.A.
STE-Sul Transmisora de Energia, Ltda.
Avda. Marechal Camara, 160 salas
1833/1834 Rio de Janeiro (Brazil)
Control, Installation and
Industrial Assembly
Visadrag Gas, Ltda.
Avda. Gago Coutnho, 147, Lisbon 1700 (Portugal)
Industrial Maintenance
and Assembly
25.00
50.00
50.00
0.25
50.00
50.00
45
0
(1)
Energía y Recursos
Ambientales, EYRA, S.A.
Cymi
Dyctel (30%), Masa (20%)
URBAN SERVICES
A.T.M. Cartera, S.A.
C/ Muelle, 1 de la ampliación, Puerto de Bilbao,
48980 Santurce (Vizcaya)
B
ABG
Colón de Larrategui, 26, Bilbao
Aguas del Gran Buenos Aires, S.A.
Avda. Roque Saenz Peña, 832,
Buenos Aires (Argentina)
Environment
Ñ
Alternativas Socio Sanitarias de Espiel, S.L.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
American Forestry Technology, Inc.
7852 West 200 South West Point in 47992 (USA)
Citri, S.A.
(Portugal)
Compañia Navarra de Autobuses, S.A.
Ciudad del Transporte, Imarcain (Navarra)
Water Management
48.74
20.00
26.34
48.74
20.00
26.34
3,310
Dragados SPL
64
Técnicas Medioambientales,
Tecmed, S.A.
(415)
Urbaser
Geriatric Care
0.50
0.50
120
Urbaser
Wood
41.11
41.11
3.483
Urbaser
Environment
26.00
26.00
1,327
Técnicas Medioambientales,
Tecmed, S.A., Novaflex
Regular Transport
of Passengers
31.24
31.24
1,505
Continental Auto, S.L.
Conterail, S.A.
Avda. Europa, s/n, 28820 Coslada (Madrid)
A
Transport
50.00
50.00
517
Dragados SPL
Demarco, S.A.
Alcalde Guzmán,18, Quilicura (Chile)
K
Waste
50.00
50.00
2,796
Urbaser
Desarrollo y Gestión de Residuos, S.A. (Degersa)
Avda. Barón de Carcer, 37, Valencia
Environment
40.00
40.00
24
Técnicas Medioambientales,
Tecmed, S.A.
Dyta Eólica de Castilla-La Mancha, S.A.
C/ Río Ventalama, 4, 45007 Toledo
Wind Power
40.00
40.00
1,940
Urbaenergía
Water Management
49.00
49.00
2,795
Urbaser
Transferring Plant
32.00
32.00
1,533
Urbaser
Industrial Treatment
of Waste
44.00
44.00
3,064
Urbaser
E.M. de Aguas del Ferrol, S.A.
C/ María, 38, 15402 Ferrol (La Coruña)
Ecoparc del Mediterrani, S.A.
Avda. Mariano Beristany
Ecoparc, S.A.
C/ A . Políg. Industrial Zona Franca Barcelona
126
Transport
A
Indirect
Total
Company
with indirect holding
Line of Business
Eix Bus
Sardenya, 16, Gerona
Regular Transport
of Passengers
33.33
33.33
20
S.A. Anónima Alsina
Graells de A.T., S.A.
Elecdey de Castilla-La Mancha, S.L.
C/ Maudes, 51-1º, 28003 Madrid
Wind Power
42.00
42.00
101
Urbaenergía
Energías Renovables de Ricobayo, S.A.
C/ Romero Girón, 4, 28036 Madrid
Wind Power
50.00
50.00
299
Urbaenergía
Waste
33.36
33.36
252
Urbaser
Energías y Tierras Fértiles, S.A.
Pascual y Genís, 19, 46002 Valencia
Direct
Net cost
(Thousand
Euros)
Company and registered office
Entaban Biocombustibles del Guadalquivir
Paseo Independencia, 28, Zaragoza
Environment
25.00
25.00
91
Técnicas Medioambientales,
Tecmed, S.A.
Entaban Biocombustibles del Pirineo
Paseo Independencia, 28, Zaragoza
Environment
30.00
30.00
267
Técnicas Medioambientales,
Tecmed, S.A.
Estación de Autobuses Aguilar de Campoo, S.L.
Calzada de Toro, 50, Villares de la Reina (Salamanca)
Station Operation
33.00
33.00
6
Continental Auto, S.L.
Estación de Autobuses de Cartagena, S.A.
Avda. Tovero Marín, 3, Cartagena (Murcia)
Station Operation
27.50
27.50
6
T. Alsina Graells Sur, S.A.
Estación de Autobuses de Vitoria, S.A.
Las Herran, 50, Vitoria
Station Operation
25.00
25.00
23
Continental Auto, S.L.
Estacionamientos El Pilar, S.A.
Avda de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
A
Parking Lots
50.00
50.00
4,790
Urbaser
Explotaciones Eólicas Sierra de Utrera, S.L.
C/ Príncipe de Vergara, 125b, 28006 Madrid
A
Wind Power
25.00
25.00
902
Urbaser
Wind Power
33.00
33.00
0
Urbaser
Explotaciones Eólicas Vientos del Sur, S.L.
C/ Serrano, 17, 28001 Madrid
Foresta Capital, S.A.
7852 West 200 South West Point in 47992 (USA)
Gestión Medioambiental de L'Anoia, S.L.
C/ Viriato, 47, 08000 Barcelona
Gizaintza, S.L.
C/ Soraluce,13, Guipúzcoa
Wood
50.00
50.00
1,505
Urbaser
Environmental
Management
50.00
50.00
238
Urbaser
Home Care
30.00
30.00
173
Clece
INTERENVASES, S.A.
c/ Boriceta, 8, (Álava)
Environment
50.00
50.00
480
Técnicas Medioambientales,
Tecmed, S.A.
International City Cleaning Company
(Egypto)
Environment
30.00
30.00
140
Técnicas Medioambientales,
Tecmed, S.A.
Transport
40.00
40.00
3.574
Dragados SPL
Waste
50.00
50.00
10.212
Urbaser
Iquique Terminal Internacional, S.A.
C/San Martín, 255, Oficina 151, Iquique (Chile)
KDM, S.A.
Alcalde Guzmán,18, Quilicura (Chile)
La Unión Alavesa, S.A.
Gerezpea, 17, Vitoria
Laumar Cargo, S.L.
Avda. Hoya del Buñoi, 37, 46215 Macastre (Valencia)
C
Regular Transport
of Passengers
50.00
50.00
229
Estación de
Servicio Alavesa, S.A.
Transport
50.00
50.00
803
Dragados SPL
127
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit II
Proportionally consolidated companies and companies accounted
for by the equity method
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Line of Business
Loma del Capón, S.L.
C/ Loja 8, Local 26, 18220 Polig. Juncaril (Albacete)
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
Wind Power
50.00
50.00
6
Urbaenergía
Movelia Tecnologías, S.L.
Avda. de América, 9a, Madrid
Transport
28.72
28.72
205
Continental Auto, S.L.,
Transportes Alsina Graells Sur, S.A.
Muelles y Espacios Portuarios, S.A.
C/ Mallorca, 260 4º 2º, 08008 Barcelona
Transport
35.00
35.00
1,120
Dragados SPL
Operaciones Portuarias Canarias, S.A.
Avda. de los Cambulloneros, s/n,
35008 Las Palmas de Gran Canaria
C
Parque Eólico Valcaire, S.L.
C/ Ayuntamiento, 7, 18640 Padul (Granada)
Remolcadores de Barcelona, S.A.
Muelle Evaristo Fernández, 28, Edificio Remolcadores
08039 Barcelona
Transport
45.00
45.00
14,100
Dragados SPL
Wind Power
55.00
55.00
168
Urbaenergía
Transport
13.33
13.33
6,092
Dragados SPL
Environment
50.00
50.00
12
Novaflex, Técnicas do
Meio Ambiente
Road Cleaning
50.00
50.00
2,848
Urbaser
Salmedina Tratamiento de Residuos Inertes, S.L.
Génova, 5, Madrid
Environment
50.00
50.00
2,948
Vertedero de Residuos, S.A.
Serra do Moncoso Cambas, S.L.
Rua da Constitución, 30, 15189 Culleredo (La Coruña)
Wind Power
45.00
45.00
2,516
Urbaenergía
Resiges-Gestao de Residuos Hospitalares, Lda.
(Portugal)
Sala, S.A. ESP.
C/ 100, 19, Bogotá (Colombia)
Servicios Urbanos y Medio Ambiente, S.A. (Suma)
Avda. Julio Dinis,2, Lisbon (Portugal)
A
Road Cleaning
38.50
38.50
3,703
Servicios Urbanos, S.L.
Avino do Mato, s/n, Braga (Portugal)
Road Cleaning
38.50
38.50
3,896
Urbaser
237
Técnicas Medioambientales,
Tecmed, S.A.
Sistemas de Reducción, S.A.
Pasaje Vicent Marri, 13, Barcelona
Environment
Sociedad Energías Renovables
y Cogeneración, S.A.
Avda. de Tenerife, 4-6,
28700 San Sebastián de los Reyes (Madrid)
Wind Power
Sociedad General de Recursos Energéticos,S.A.
Pº de la Castellana, 95, Madrid
Wind Power
Soluciones Bema, S.L.
C/ Somosierra, 24, San Sebastián de los Reyes (Madrid)
Starco, S.A.
Alcalde Guzmán,18, Quilicura (Chile)
K
Tecnologías Medioambientales
del Golfo, S.A. de C.V.
(Mexico)
Tirme, S.A.
Ctra. de Sóller, km 8.2
07120 Son Reus (Palma de Mallorca)
128
Direct
50.00
24.90
40.00
50.00
24.90
160
Urbaenergía
0
Urbaenergía
Environment
20.00
20.00
8
Técnicas Medioambientales,
Tecmed, S.A.
Waste
50.00
50.00
3,701
Urbaser
4
Tecmed, Técnicas
Medioambientales de México
Environment
A
40.00
Urbaser
Cogeneration
50.00
20.00
50.00
20.00
1,515
Transpisa
Avda. Josep Tarradellas, 42, Andorra La Vella (Andorra)
Regular Transport
of Passengers
33.00
33.00
10
S.A. Anónima Alsina
Graells de A.T., S.A.
Waste
33.33
33.33
1,352
Urbaser
Urgeban Grupo Energético, S.A.
C/ Gral. Elio, 4-1º-1ª, 46010 Valencia
Wind Power
40.00
40.00
0
Urbaenergía
Valdemingómez 2000, S.A.
c/ Albasanz, 16, Madrid
Environment
33.58
33.58
1,202
Vertedero de Residuos, S.A.
P
Indirect
Total
Company
with indirect holding
Line of Business
Tratamiento Industrial de Residuos Sólidos, S.A.
Rambla Cataluña, 91, 08008 Barcelona
Direct
Net cost
(Thousand
Euros)
Company and registered office
Valorga International
(France)
Environment
40.00
40.00
250
Técnicas Medioambientales,
Tecmed, S.A.
Zoreda Internacional, S.A.
C/ Rodríguez San Pedro, 5, Gijón
Environment
40.00
40.00
21
Técnicas Medioambientales,
Tecmed, S.A.
CONCESSIONS
Rutas del Pacífico, S.A.
Santiago de Chile (Chile)
C
Concession-Holder
Company
50.00
50.00
45,297
ACS Chile, S.A.
Aerocali, S.A.
Aeropuerto Alfonso Bonilla Aragón
Piso 3º, Palmira (Colombia)
A
Concessions
33.33
33.33
325
Dragados
Conces. de Infraestruct.
Aeropuertos Mexicanos
del Pacífico, S.A. de C.V.
Av. Mariano Otero, No 1249, ala B, piso 7
Condomino Centro Torre Pacífico
Guadalajara, Jalisco (Mexico)
A
Concessions
28.16
28.16
52,873
Dragados
Conces. de Infraestruct.
Bakwena Platinum Corridor
Concessionaire, Ltd.
24 Sunninghill Office Park,
Peltier Road Sunninghill-2157
A
Concessions
25.00
25.00
155
Infraestructure
Concessions South Africa
Bidelan Guipuzkoako Autobideak, S.A.
Plaza de los Amezqueta, 10
20010 San Sebastián (Guipúzcoa)
F
Concessions
50.00
50.00
4,528
Dragados
Conces. de Infraestruct.
Guadalquivir Sociedad Concesionaria
de la Junta de Andalucía, Guadalmetro, S.A.
Avda. San Francisco, 1, 41005 Sevilla
D
Concessions
27.83
27.83
23,934
Dragados
Conces. de Infraestruct.
Infraestructuras y Radiales, S.A.
C/ Golfo de Salónica, 27, Madrid
D
Concessions
2.00
35.00
24,044
Dragados O.P.
Infraestructure Concessions South Africa, Ltd.
24 Sunninghill Office Park,
Peltier Road Sunninghill-2157 (South Africa)
D
Concessions
50.00
50.00
14,131
Dragados
Conces. de Infraestruct.
MBJ Airports, Ltd.
Island Mailboxes Suit 4000 Montego Bay
St. James (Jamaica)
A
Concessions
35.00
35.00
488
Dragados
Conces. de Infraestruct.
Pt Operational Services (PTY), Ltd.
1 Lavender Road Bon Accord 009 (South Africa)
B
Concessions
33.40
33.40
0
Dragados
Conces. de Infraestruct.
33.00
Urbaenergía
129
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
Exhibit II
Exhibit III
Companies excluded from the scope of consolidation
Proportionally consolidated companies and companies accounted
for by the equity method
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Road Management (A13) Plc.
Sandiway House, Littlelades Lane Hartford,
Northwich Chesshire CW8 2YA
Line of Business
D
Concessions
D
Concessions
Ruta de los Pantanos, S.A.
Pza.Castilla , Nº 3, piso 22, 28046 Madrid
A
Concessions
SCL Terminal Aéreo Santiago, S.A.,
Sociedad Concesionaria
Aeropuerto Arturo Merino Benítez
Pudajuel, Santiago de Chile (Chile)
B
Concessions
Scutvias Autoestradas da Beira Interior, S.A.
Praça de Alvalade, nº6 7º, Lisbon (Portugal)
A
Concessions
Sociedad Concesionaria Vespucio Norte Express, S.A.
C/ Alcántara, 200 Oficina 501
Las Condes, Santiago de Chile (Chile)
Tag Red, S.A.
Avda. Alonso de Córdova, nº5151 Oficina 501
Las Condes, Santiago de Chile (Chile)
AUDITOR:
(A) - DELOITTE & TOUCHE
(B) - PRICE WATERHOUSE COOPERS
(C) - ERNST & YOUNG
(D) - KPMG
(E) - OSVALDO JORGE PAULINO
(F) - BSK CONSULTING
(G) - CONSULTORES ASOCIADOS
(H) - ROJAS Y NOVOA
(I) - MADERA SORIANO Y ASOCIADOS
(J) - QUESADA Y DÍAS AUDITORES
(K) - SURLATINA & HOWARTH
(L) - ESTUDIO TORRENT AUDITORES
(M) - SECOFA
(N) - RACC AUDITORES
(Ñ) - RAZZETO, LÓPEZ & RODRÍGUEZ CÓRDOBA
(O) - IRVIN CEDEÑO Y ASOCIADOS
(P) - VIZOSO, CASTELLA & ASOCIADOS
(Q) - DAVIES MYERS AND PARTNERS
(R) - CAROLINA PUEYO
Indirect
Total
Net cost
(Thousand
Euros)
Percentage of ownership
Company
with indirect holding
Company and registered office
25.00
25.00
25.00
25.00
119
25.00
18
25.00
3,546
Dragados Concessions
Dragados A-1
Autopistas del Sol, S.A. (Ausol)
Ruta Panamericzna (Acceso Norte), 2451 Boulogne
(B1609JVF) Provincia Buenos Aires (Argentina)
Broadnet Consorcio, S.A.
San Rafael, 1, Alcobendas (Madrid)
DHM, S.A.
Edificio World Trade Centre, Torre B, Piso 5º
Of 516, Guayaquil (Ecuador)
Direct
Total
Concessionss
8.18
8.18
0
Telecommucations
20.67
20.67
0
Concessions
84.94
84.94
0
Company
with indirect holding
CONSTRUCTION
Concessions
Concessions
Concessions
14.78
20.00
48.00
54.00
50.00
14.78
2,439
20.00
16,402
48.00
54.00
50.00
40,103
32,403
8
Dragados
Conces. de Infraestruct.
ACS, Siglo XXI Promociones Castilla-La Mancha, S.A.
Avda. Pío XII, 102, Madrid
Real Estate
51.00
51.00
102
ACS, Proyectos, Obras
y Construcciones, S.A.
Telecommucations
20.53
20.53
818
ACS, Proyectos, Obras
y Construcciones, S.A.
Real Estate
25.00
25.00
25,296
ACS, Proyectos Obras
y Construcciones, S.A.
Inactive
50.00
50.00
35
ACS, Proyectos, Obras
y Construcciones, S.A.
Grupo Comercializador del Sur, S.A. de C.V.
(Mexico)
Real Estate
50.00
50.00
0
ACS, Proyectos Obras
y Construcciones, S.A.
Ingeniería y Construcciones Sala Amat, S.A.
C/ Fontanella 12, bis, Barcelona
Construction
50.00
50.00
3
ACS, Proyectos, Obras
y Construcciones, S.A.
Juluna, S.A
C/ Sorni, 3, 46004 Valencia
Construction
30.00
30.00
725
Dragados O.P.
Parc Tecnologic WTC Cornellá, S.A.
C/ Moll de Barcelona, s/n ED0E, 08039 Barcelona
Construction
12.50
12.50
1.837
Dragados O.P.
Build 2 Edifica, S.A.
Avda. del Partenón, 4, Madrid
Dragados Conces. de
Infraestruct. (25%), Nocedal (23%)
Taurus
Taurus (25%), Nocedal (25%)
Cleón, S.A.
Villanueva, 2, Madrid
Corfica, S.L.
Josep Tarradellas,14, Barcelona
Roperfeli, S.L.
Orense, 34, Madrid
Silger SGPS, S.A.
C/ Quinta do Outeiro, 2840 Seixu (Portugal)
Urbanismo y Ciudad,S.A.
Avda. Europa, 22, Alcobendas (Madrid)
Real Estate
100.00
100.00
0
Cogesa, ACS, Proyectos,
Obras y Construcciones, S.A.
Construction
10.30
10.30
515
Dragados O.P.
Real Estate
25.00
25.00
1.482
ACS, Proyectos, Obras
y Construcciones, S.A.
Electricity Production
50.00
50.00
361
Energía y Recursos Ambientales, EYRA, S.A.
Inactive
100.00
100.00
0
Roura Cevasa, S.A.
Computer
Development
33.00
33.00
6
Mantenimientos, Ayuda a la
Explotación y Servicios, S.A.(MAESSA)
Inactive
100.00
100.00
0
Roura Cevasa, S.A.
Water Management
73.00
73.00
0
Hidrogestión, S.A.
INDUSTRIAL
C.I.E.R., S.L.
Cevasa do Brasil, S.A.
(Brazil)
Chipset Siotemas, S.L.
Montezuma, 4-1º Of. 8, Santander
Disneon, S.A.
Barcelona
Saneamiento Norte
Municipio Escobar, Buenos Aires (Argentina)
130
Indirect
Net cost
(Thousand
Euros)
Line of Business
PARENT COMPANY
Road Management Services (Darrington)
Holdings Limited
Sandiway House, Littlelades Lane Hartford,
Northwich Chesshire CW8 2YA
Sociedad Concesionaria Autopista Central, S.A.
San José, 1145 Comuna de San Bernard
Santiago de Chile (Chile)
Direct
ÍNDICE
131
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit IV
List of the most significant temporary consortiums in which the Company
has a holding at 12/31/03
Exhibit III
Companies excluded from the scope of consolidation
Percentage of ownership
Company and registered office
3
ECONOMIC
AND FINANCIAL
INFORMATION
Direct
Indirect
Total
Thousand Euros
Company
with indirect holding
URBAN SERVICES
Agencia Riomar
Autonomía, 17, Bilbao
Travel Agency
50.00
50.00
Continental Auto, S.L.
Autopulman Soltur
Alameda Recalde, 72, Bilbao
Private Passenger
Transport Service
50.00
50.00
0
Continental Auto, S.L.
Cevasa & Roura Brasil, Ltda.
(Brazil)
Corporate Image
100.00
100.00
0
Roura Cevasa, S.A.
Cevasa & Roura Chile, S.A.
(Chile)
Corporate Image
100.00
100.00
0
Roura Cevasa, S.A.
Cevasa & Roura Venezuela, S.A.
(Venezuela)
Corporate Image
100.00
100.00
175
Roura Cevasa, S.A.
Cevasa Internacional, S.A.
Paris (France)
Corporate Image
100.00
100.00
227
Roura Cevasa, S.A.
Cevasa Perú, S.A.
(Peru)
Corporate Image
100.00
100.00
0
Roura Cevasa, S.A.
Roura Cevasa Argentina, S.A.
(Argentina)
Corporate Image
100.00
100.00
0
Roura Cevasa, S.A.
Roura Cevasa Publicidad, S.A.
(Argentina)
Corporate Image
100.00
100.00
0
Roura Cevasa, S.A.
Estacion de Autobuses de Almuñécar, S.A.
Avda. Juan Carlos I, s/n Almuñécar (Granada)
Promociones Bus
Orense, 20, Madrid
132
Line of Business
Net cost
(Thousand
Euros)
Station Operation
Rental of
Commercial Premises
90.00
12.13
90.00
12.13
0
T. Alsina Graells Sur, S.A.
14
Continental Auto, S.L., T. Alsina Graells
Sur, S.A., La Unión Alavesa
JOINT VENTURE (UTE)
Ownership
Interest
Total
Net Sales
Backlog
REGASAGUNTO
80.00%
15,909
312,250
UTE METROLAM
90.00%
28,590
264,277
RADIALES DE MADRID
35.00%
437,543
611,335
TÚNELES DE PAJARES 2 UTE
42.00%
0
360,172
UTE TERMINAL BARAJAS
22.50%
283,818
633,515
75%
16,842
175,000
CICLO COMBINADO BOROA
UTE EDIFICIO SATÉLITE-LOTE 1
60.00%
182,647
360,413
PRESA DE RULES
50.00%
7,113
166,075
UTE RADIAL-2
50.00%
157,059
342,001
UTE METRO L-9
21.00%
60,382
357,612
UTE PISTA 15/33
33.34%
138,408
222,684
UTE OLOT MONTAGUT
55.00%
39,129
126,357
SANTIAGO-ALTO SANTO DOMINGO
29.60%
79,297
230,668
UTE GUADARRAMA IV
25.33%
72,343
258,669
NUEVO HOSPITAL LA FE UTE
35.00%
0
186,434
PARQUE OCEANOGRÁFICO
40.00%
12,857
162,254
AUTOVÍA LIERES
28.00%
124,474
217,463
AUTOPISTA TF-5
85.00%
11,965
71,306
UTE GUADARRAMA III
25.33%
68,043
223,415
UTE GIJÓN-VILLAVICIOSA
50.00%
111,851
133,398
ALGARROBO-FRIGILIANA
50.00%
1,023
110,001
ALTA VELOCIDAD
50.00%
42,865
110,000
FERIA MUESTRAS UTE
45.00%
70,985
121,287
CICLO COMBINADO CASTELLÓN
55.00%
6,089
93,091
PAU LAS TABLAS
50.00%
10,525
100,668
HOSPITAL LUGO
50.00%
4,422
93,897
CIUDAD JUSTICIA FASE II
40.00%
35,472
99,015
CICLO COMBINADO CASTEJÓN
55.00%
4,869
70,545
HOSPITAL FUENLABRADA UTE
50.00%
16,505
76,474
PAU MONTECARMELO
50.00%
6,684
72,959
UTE AUTOPISTA PLATINUM
40.00%
90,601
233,659
MATERNIDAD O’DONNELL
50.00%
21,114
70,930
CICLO COMBINADO SANTURCE
55.00%
40,594
64,091
133
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib it s
ÍNDICE
Exhibit IV
List of the most significant temporary consortiums in which the Company
has a holding at 12/31/03
Thousand Euros
Thousand Euros
3
ECONOMIC
AND FINANCIAL
INFORMATION
134
JOINT VENTURE (UTE)
Ownership
Interest
Total
Net Sales
Backlog
JOINT VENTURE (UTE)
Ownership
Interest
Total
Net Sales
Backlog
UTE TERMINAL AEROPUERTO
35.00%
0
99,657
UTE CIRV.L.P. FASE 3
46.25%
35,974
133,076
YESA UTE
33.33%
3,327
98,647
UTE LAS DEHESAS
95.00%
386,943
17,473
UTE TERCERA PISTA
75.00%
43,112
70,153
UTE ROCKÓDROMO 2ª FASE
40.00%
19,337
41,045
ALCORNOCALES UTE
50.00%
19,085
63,410
UTE EDIFICI FÓRUM
33.34%
48,321
75,834
HOSPITAL SAN PEDRO UTE
45.00%
9,607
69,997
EMBAJADA BERLÍN
55.00%
965
29,280
CIRCUNVALACIÓN VIGO
50.00%
11,967
61,572
CLIMATIZACIÓN BARAJAS
42.50%
10,645
35,353
AUTOVÍA NAVALMORAL UTE
50.00%
9,052
60,448
UTE BEIRA INTERIOR
20.00%
71,017
582,062
UTE TUNEL DE GUADARRAMA SUR
26.12%
115,482
484,643
UTE DEPURADORA BESÓS
33.75%
41,884
71,187
CANAL DE NAVARRA T-3
72.00%
16,566
41,327
POOL PALACIO ARTES
50.00%
28,172
211,889
AMPLIACION REINA SOFÍA
50.00%
26,180
58,959
MAKIBER (UTE DOPSA MAKIBER HONDURAS)
90.00%
15,613
31,049
UTE PARLA-ESTE
50.00%
15,309
56,321
HOSPITAL JUAN CANALEJO
50.00%
7,252
28,075
POOL P. CARUACHI (EDELCA)
50.00%
55,927
635,351
VILLAMAÑÁN
50.00%
28,070
38,994
UTE AVE CASTELLBISBAL
70.00%
1,672
39,912
UTE AMP. DÁRSENA ESCOMBRERAS F.
35.00%
39,957
76,297
AVE PUENTE GENIL HERRERA
50.00%
23,607
54,343
UTE AMP. PTO. FERROL (PTO. EXTERI.)
32.50%
42,865
98,384
UTE EL PRADO
50.00%
15,220
53,134
UTE RED FÉRREA DEL ATLÁNTICO
35.00%
39,787
246,037
CENTRO SUP. BIOMEDICINA UTE
60.00%
25,975
42,746
TÚNEL MARÍA DE MOLINA
50.00%
17,510
47,530
CARRETERA VALVERDE-FRONTERA
67.00%
10,850
34,200
UTE AVE OLERDOLA
70.00%
4,482
32,293
UTE TEATROS CANAL
50.00%
5,420
43,030
CLECER
93.00%
23,056
23,056
P. RÍOS ROSAS
50.00%
11,374
42,884
UTE.TERMIN. ESTADIO GRAN CANARIA
80.00%
26,505
47,663
AUTOVIA BETXI-BORRIOL
70.00%
13,595
30,116
PARQUE BIOMÉDICA
50.00%
11,852
40,692
UTE AVE LA SAGRA-MOCEJÓN
75.00%
26,864
29,182
A-92 HUENEJA-LAS JUNTAS
51.00%
1,656
39,115
UTE EDAR BAIX LLOBREGAT
30.00%
5,428
61,833
EDAR PINEDO II
40.00%
7,921
44,634
UTE L-9 ESTACIONS
32.00%
0
54,676
UTE PUERTO HAYOVEL
50.00%
34,600
148,944
AMPL./TRAT. BIOLÓGICO DEPUR. BESÓS
41.25%
41,884
69,332
UHDE (ICM COLROSOSA ARGELIA)
99.00%
17,248
32,065
135
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit V
Subsidiaries
%
CONSTRUCTION
3
ECONOMIC
AND FINANCIAL
INFORMATION
%
GRUPO DRAGADOS MÉXICO, S.A. DE C.V.
100.00
CONSTRUCCIONES ESPECIALES Y DRAGADOS, S.A. (DRACE)
100.00
HIDRA DE TELECOMUNICACIONES Y MULTIMEDIA, S.A.
100.00
CONSTRUCTORA DYCVEN, S.A.
100.00
ITP INFORMÁTICA Y TELEMÁTICA PORTUARIA, S.A.
100.00
DRAGADOS F.C.C. INTERNACIONAL DE CONSTRUCCIÓN, S.A.
100.00
MAKIBER, S.A.
100.00
DRAGADOS OBRAS Y PROYECTOS, S.A.
100.00
MANTENIMIENTO Y MONTAJES INDUSTRIALES, S.A. (MASA)
100.00
DRAGADOS MAROC, S.A.
100.00
MASA ALGECIRAS, S.A.
100.00
DRAGADOS ROADS, LTD.
100.00
MASA ARGENTINA, S.A.
90.00
DRAGADOS Y CONSTRUCCIONES ARGENTINA, S.A.I.C.I. (DYCASA)
GEOTECNIA Y CIMIENTOS, S.A.
66.10
MASA BRASIL, S.L.
100.00
100.00
MASA GALICIA, S.A.
100.00
SOCIEDADE DE CONSTRUÇOES E OBRAS PUBLICAS, S.A. (SOPOL)
50.40
MASA HUELVA, S.A.
100.00
TÉCNICAS E IMAGEN CORPORATIVA, S.L.
75.47
MASA MADRID, S.A.
100.00
TECSA, EMPRESA CONSTRUCTORA, S.A.
100.00
MASA MÉXICO, S.A. DE C.V.
100.00
MASA NORTE, S.A.
100.00
MASA PUERTOLLANO, S.A.
100.00
MASA SERVICIOS, S.A.
100.00
MASA TENERIFE, S.A.
100.00
INDUSTRIAL
B TO B CONSTRUCTION VENTURES, S.L.
100.00
CODELAN, S.A.
100.00
CONTROL AND APPLICATIONS ASIA, PTE. LTD.
100.00
CONTROL Y MONTAJES INDUSTRIALES, S.A. (CYMI)
100.00
CYMI DO BRASIL, LTD.
100.00
CYMI SEGURIDAD, S.A.
100.00
DRAGADOS INDUSTRIAL, S.A.
100.00
DRAGADOS INDUSTRIAL ALGERIE, S.P.A.
97.00
DRAGADOS INDUSTRIAL CANADA, INC.
83.25
DRAGADOS OFF SHORE, S.A.
DRAGADOS OFF SHORE DE MÉXICO, S.A. DE C.V.
DYCTEL INFRAESTRUCTURAS DE TELECOMUNICACIONES, S.A.
DRAGADOS CONSTRUCCIONES NETHERLANDS, S.A.
136
Subsidiaries
100.00
95.00
100.00
83.25
PORTUMASA, MANUTENÇAO E MONTAGENS, S.A.
75.00
SATEL TELECOMUNICACIÓN, S.L.
100.00
SERVICIOS DINSA, S.A. DE C.V.
100.00
SERVICIOS OFF SHORE, S.A. DE C.V.
70.00
SICE BRASIL, S.A.
100.00
SICE MÉXICO, S.A.
100.00
SICE SUDÁFRICA, S.A.
100.00
SISTEMAS RADIANTES F. MOYANO, S.A.
80.00
SOCIEDAD IBÉRICA DE CONSTRUCCIONES ELÉCTRICAS, S.A. (SICE)
100.00
SUMIPAR, S.A.
100.00
TECNOLOGÍAS INTEGRALES DE TELECOMUNICACIONES, S.A.
100.00
TELCARRIER, S.A.
100.00
TELSA INSTALACIONES DE TELECOMUNICACIONES Y ELECTRICIDAD, S.A.
100.00
TELSA SISTEMAS, S.A.
100.00
DRAGADOS SISTEMAS, S.A.
100.00
DRAGADOS TELECOMUNICACIONES, S.A.
100.00
DRAGADOS TELECOMUNICACIONES DYCTEL BRASIL, LTDA.
100.00
DRAGADOS TELECOMUNICACIONES DYCTEL PUERTO RICO, INC.
100.00
EMPRESA NACIONAL DE INGENIERÍA Y TECNOLOGÍA, S.A.
100.00
TRANSPORT INFRASTRUCTURE CONCESSIONS
ENCLAVAMIENTOS Y SEÑALIZACION FERROVIARIA, S.A. (ENYSE)
100.00
DRAGADOS CONCESIONES DE INFRAESTRUCTURAS, S.A.
100.00
ENELEC-PROYECTOS E MONTAGENS ELECTRICOS E DE INSTRUMENTOS, S.A.
100.00
DRAGADOS CONCESSIONS, LTD.
100.00
137
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit V
Subsidiaries
FERROCARRILES DEL NORTE DE COLOMBIA, S.A.
3
ECONOMIC
AND FINANCIAL
INFORMATION
%
67.00
URBASER BARQUISIMETO, C.A.
%
100.00
INVERSIONES NOCEDAL, S.A.
100.00
URBASER BOLÍVAR, C.A.
TAURUS HOLDINGS CHILE, S.A.
100.00
URBASER DE MÉXICO, S.A.
100.00
URBASER MÉRIDA, C.A.
100.00
URBASER SANTO DOMINGO, S.A.
100.00
URBASER TRANSPORTES, S.L.
100.00
URBASER UNITED KINGDOM, LTD.
100.00
URBASER VALENCIA, C.A.
100.00
URBASISTEM, S.A.
100.00
URBASISTEN PUBLICITY, S.A.
100.00
OTHER ACTIVITIES
INREV, S.A.
100.00
NEXO 50, CORREDURÍA DE SEGUROS, S.A.
100.00
NOVOVILLA, S.A.
100.00
VILLANOVA, S.A.
100.00
URBAN SERVICES
AGUAS DEL HUESNA, S.L.
100.00
CAEPARK TENERIFE 1, S.A.
100.00
CLECE, S.A.
100.00
COGENERACIÓN ALFACEL, A.I.E.
55.00
62.50
Multigroup and Associated Companies
%
CONTROL DE ESTACIONAMIENTOS URBANOS, S.A.
100.00
DRAGADOS DESARROLLO Y GESTIÓN DE SERVICIOS, S.L.
100.00
CONSTRUCTION
DRAGADOS SERVICIOS PORTUARIOS Y LOGÍSTICOS, S.L.
100.00
CONSTRUCTORA AEROPUERTO DE CHILE, S.A.
50.00
48.00
ENVIROMENTAL SERVICES ENSER, S.A.E.
95.00
CONSTRUCTORA NORTE SUR, S.A.
GESTIÓN MEDIOAMBIENTAL DE TORRELAVEGA, S.A. (GESMATOR)
60.00
CONSTRUCTORA VESPUCIO NORTE, S.A.
54.00
100.00
DRAGADOS FOMENTO CANADÁ, S.A.L.
50.00
55.00
DRAVO, S.A.
50.00
90.00
ELABORACIÓN DE CAJONES PRETENSADOS, S.L.
50.00
INCENTIVE SERVICIOS LOGÍSTICOS, S.A. (GRUPO SINTAX)
INFOTRANSIT, S.A.
MARÍTIMA DEL MEDITERRÁNEO, S.A.
MARÍTIMA VALENCIANA, S.A.
100.00
INFRAESTRUCTURAS Y RADIALES, S.A.
35.00
PUBLIMEDIA SISTEMAS PUBLICITARIOS, S.L.
100.00
SUPERCO ORENSE, S.A.
35.00
VÍA DRAGADOS, S.A.
50.00
PUERTO SECO SANTANDER-EBRO, S.A.
SERVICIOS DE AGUAS DE MISIONES, S.A.
SOMASUR, S.A.
50.00
45.00
100.00
TERMINALES DEL SUDESTE, S.A.
51.00
TIRMADRID, S.A.
66.36
URBAENERGÍA, S.A.
URBANA DE SERVICIOS AMBIENTALES, S.L.
138
Subsidiaries
100.00
70.00
URBASER, S.A.
100.00
URBASER ARGENTINA, S.A.
100.00
INDUSTRIAL
CONSTRUCTORA GAS DEL BÍO LIMITADA
40.00
INCRO, S.A.
25.00
NORDESTE TRANSMISSORA DE ENERGÍA, LTDA.
49.90
AGRUPACIÓN OFFSHORE 60, S.A. DE C.V.
50.00
BK-DOSSA, S.A.
50.00
CONSTRUCTORA DE EQUIPOS DE COMPRESIÓN, S.A. DE C.V.
50.00
DINEC 1, S.A. DE C.V.
60.00
139
ACS GROUP
ANNUAL REPORT
2003
3.2. Annual Consolidated Financial Statements for 2003
E x h ib its
ÍNDICE
Exhibit V
Multigroup and Associated Companies
3
ECONOMIC
AND FINANCIAL
INFORMATION
%
Multigroup and Associated Companies
%
DINSA ELÉCTRICAS Y CYMI, S.A. DE C.V.
60.00
EMPRESA MUNICIPAL DE AGUAS DEL FERROL, S.A.
49.00
DRAGADOS OFFSHORE SLP, S.A. DE C.V.
50.00
ENERGÍAS Y TIERRAS FÉRTILES, S.A.
33.36
HOSPEC, S.A.L.
50.00
ESTACIONAMIENTOS EL PILAR, S.A.
50.00
INTECSA UHDE INDUSTRIAL, S.A.
50.00
EXPLOTACIONES EÓLICAS SIERRA DE UTRERA, S.L.
25.00
VISADRAG GAS, LTDA.
50.00
EXPLOTACIONES EÓLICAS VIENTOS DEL SUR, S.L.
33.00
IQUIQUE TERMINAL INTERNACIONAL, S.A.
40.00
MUELLES Y ESPACIOS PORTUARIOS, S.A.
35.00
OPERACIONES PORTUARIAS CANARIAS, S.A.
45.00
TIRME, S.A.
20.00
TRATAMIENTO INDUSTRIAL DE RESIDUOS SÓLIDOS, S.A. (TIRSSA)
33.33
CONTERAIL, S.A.
50.00
DEMARCO, S.A.
50.00
ESPIEL, S.L.
50.00
FORESTA CAPITAL, S.A.
50.00
GESTIÓN MEDIOAMBIENTAL DE L'ANOIA, S.A.
50.00
KDM, S.A.
50.00
MERCIA WASTE MANAGEMENT, S.A.
50.00
SERVICIOS URBANOS, S.L.
38.50
SERVICIOS URBANOS Y MEDIO AMBIENTE, S.A. (SUMA)
38.50
SEVERN WASTE SERVICES, SCL.
50.00
SOLUCIONES AMBIENTALES LATINOAMERICANA, S.A. ESP.
50,00
STARCO, S.A.
50.00
TRATAMIENTO DE ACEITES Y MARPOLES, S.L. (TRACEMAR)
50.00
TRANSPORT INFRASTUCTURE CONCESSIONS
AEROCALI, S.A.
33.33
AEROPUERTOS MEXICANOS DEL PACÍFICO, S.A. DE C.V.
28.16
AUREA CONCESIONES DE INFRAESTRUCTURAS, S.A. CONCESIONARIA DEL ESTADO
36.60
AUTOPISTAS DEL SOL, S.A. (AUSOL) ( c )
8.17
BAKWENA PLATINUM CORRIDOR CONCESSIONAIRE (PTY), LTD.
25.00
MBJ AIRPORT, LTD.
35.00
PT OPERATIONAL SERVICES (PTY) LTD.
33.40
RMS (A13) HOLDING, LTD.
25.00
RUTA DE LOS PANTANOS, S.A.
25.00
SCL TERMINAL AEROPUERTO SANTIAGO DE CHILE, S.A.
14.78
SOCIEDAD CONCESIONARIA AUTOPISTA CENTRAL, S.A.
48.00
SCUTVIAS AUTOESTRADAS DA BEIRA INTERIOR, S.A.
20.00
BIDELAN GUIPUZKOAKO AUTOBIDEAK, S.A.
50.00
INFRAESTRUCTURE CONCESSION SOUTH AFRICA (PTY), LTD. (ICSA)
50.00
SOCIEDAD CONCESIONARIA AUTOPISTA VESPUCIO NORTE EXPRESS, S.A.
54.00
REAL ESTATE
MARINA DEL PORTIXOL, S.A.
50.00
INMOBILIARIA URBIS, S.A.
20.00
URBAN SERVICES
140
AGUAS DEL GRAN BUENOS AIRES, S.A.
26.35
AMERICAN FORESTRY TECHNOLOGIES, INC.
41.11
A.T.M. CARTERA, S.A.
43.33
ECOPARC, S.A.
44.00
ECOPARC DEL BESÓS, S.A.
18.00
ECOPARC DEL MEDITERRANI, S.A.
32.00
141
ACS GROUP
ANNUAL REPORT
2003
3.3. Auditors’ Report on Consolidated Financial Statements
3
ECONOMIC
AND FINANCIAL
INFORMATION
142
143
ACS GROUP
ANNUAL REPORT
2003
3.4. Historical Evolution
ÍNDICE
3.4
HISTORICAL EVOLUTION
Consolidated Statement of Income
Consolidated Balance Sheet as of December, 31
(Millions of Euros)
(Millions of Euros)
1999
3
ECONOMIC
AND FINANCIAL
INFORMATION
Net sales
Operating expenses
2000
2001
2002
2003 Pf
CAGR*
41.2%
2,699.7
3,410.4
3,921.4
4,420.2
10,733.6
(2,520.7)
(3,130.3)
(3,568.5)
(4,009.2)
(9,801.8)
Gross operating income
179.0
280.1
352.9
410.9
931.8
Depreciations and provisions
(37.7)
(65.8)
(85,1)
(105.6)
(282.8)
Net operating income
141.3
214.3
267.8
305.3
649.0
Financial expenses
(33.0)
(58.4)
(70.4)
(95.4)
(195.1)
Financial income
13.1
19.1
29.0
31.3
76.6
Goodwill amortization
(1.3)
(4.3)
(6.2)
(29.2)
(61.0)
Companies accounted
for by the equity method
1.7
2.1
0.5
47.0
67.8
121.8
172.8
220.7
259.0
537.3
(6.8)
3.8
1.6
(8.6)
(38.5)
Income before taxes
115.0
176.6
222.3
250.4
498.8
Corporate income tax
(27.3)
(53.3)
(71.0)
(68.3)
(109.7)
Income from ordinary activities
Extraordinary income
Consolidated income for the year
87.7
123.3
151.3
182.1
389.1
Minority interest
(2.6)
(2.5)
(2.1)
(0.7)
(8.9)
Net income attributable to Parent Company
85.1
120.8
149.2
181.4
380.3
* Compound Annual Growth Rate
1999
2001
2002
2003
ASSETS
Start-up expenses
12.0
9.6
6.6
3.6
15.9
51.1%
Intangible assets
33.3
51.2
59.6
67.6
421.3
Tangible fixed assets
350.0
481.4
579.6
602.1
1,533.8
46.4%
Long-term investments
181.9
264.6
274.6
586.1
1,392.5
577.2
806.9
920.4
1,259.4
3,363.5
74.8
77.6
93.5
666.8
1,039.9
Total Fixed and other noncurrent assets
Goodwill in consolidation
Deferred charges
Inventories
Accounts receivable
44.9%
Short-term investments
Cash
44.3%
45.1%
45.4%
Accrual accounts
10.1
18.7
13.3
13.7
43.4
159.1
199.4
184.2
181.4
424.9
1,807.6
1,899.9
2,176.9
2,239.4
5,159.2
124.3
230.0
352.1
375.9
720.2
89.5
95.6
124.3
164.9
434.1
4.6
10.7
15.9
13.0
40.9
Current Assets
2,185.0
2,435.6
2,853.4
2,974.6
6,779.4
TOTAL ASSETS
2,847.1
3,338.7
3,880.6
4,914.5 11,226.3
Capital stock
Reserves
Income attributable to the Parent Company
82.6
96.3
96.1
96.1
177.8
487.0
597.8
665.5
702.9
1,389.1
85.1
120.8
149.2
181.4
229.5
654.7
814.9
910.8
980.4
1,796.4
17.8
22.0
26.0
23.4
99.3
0.2
0.1
0.0
0.0
3.6
Deferred revenues
18.0
17.0
18.7
29.0
135.6
Project financing
57.2
129.0
179.9
211.0
316.2
Shareholders' equity
Minority interests
Negative consolidation differences
Provisions for contingencies and expenses
Payable to credit institutions
Other payables
Total long-term debt
Payable to credit institutions
Trade accounts payables
Other non-trade payables
144
2000
21.9
27.5
27.3
54.0
405.7
214.7
188.8
227.5
212.1
611.8
28.4
17.5
14.7
13.7
116.9
243.1
206.3
242.2
225.8
728.7
264.5
220.4
193.7
712.2
1,456.9
1,294.1
1,587.6
1,881.9
2,208.4
5,059.2
1,032.4
242.1
280.9
363.8
421.3
Operating allowances
33.5
33.1
36.3
49.0
192.3
Total current liabilities
1,834.1
2,122.0
2,475.7
3,390.9
7,740.8
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES
2,847.1
3,338.7
3,880.6
4,914.5 11,226.3
145
ACS GROUP
ANNUAL REPORT
2003
3.5. Stock Market Information
ÍNDICE
3.5
2003 Share Price and Trading Volume Performance
STOCK MARKET INFORMATION
(Million Shares)
(Price)
The period 2003 was a good year for the Spanish equity market in which the the Ibex 35 index registered an annual growth
of 32.98%, rising faster than the major international indexes, such as the EuroStoxx 50 and the Dow Jones Industrial that
25
40E
increased 25.32% and 9.45%, respectively. Within this favourable context the share price of ACS rose 26.26%, slightly
3
ECONOMIC
AND FINANCIAL
INFORMATION
20
above index for its industry, which registered a 25.44% growth.
This upward trend of the stock markets had a weak start due to geopolitical uncertainty and the concern about deflation.
The initial decline changed in March when investor confidence favoured the recovery of the world economy as positive
35E
15
macroeconomic figures were published along with the earnings figures of listed companies that had, in prior periods,
taken strong restructuring actions to strengthen their balance sheets and improve their expectations for earnings.
30E
10
25E
5
Share price performance
40%
0
20E
January
February
March
April
30%
May
June
Shares Traded
20%
July
August September October November December
Closing Price
The following table presents the main market indicators for the ACS shares in 2003:
10%
2003
Jan-Mar
2002
Closing
2003
Closing
32.34E
37.15E
36.37E
38.70E
5.51%
21.21%
18.66%
26.26%
32.82E
37.49E
39.90E
39.90E
28-Mar
25-Jun
16-Jul
16-Jul
29.46E
29.46E
29.46E
29.46E
Minimum price
Minimum date
Average price
Total shares traded (thousands)
-30%
Ibex 35
Construction Industry Index
Euro Stoxx 50
Dow Jones
Within the good situation of the Spanish equity market, the number of ACS shares traded was 22.3% more than in 2002.
The average monthly trading volume in 2003 stood at 7,456,549 shares versus 6,099,250 shares the year before.
31-Jan
31-Jan
31-Jan
31-Jan
31.51E
33.38E
35.53E
35.92E
68,395
89,479
17,066
34,438
26.64%
53.76%
Daily average shares traded (thousands)
275.25
277.72
361.88
375.91
Daily average capital turnover
0.43%
0.43%
0.56%
0.54%
538
1,149
2,427
3,211
8.68
9.27
12.84
12.84
2,072
2,380
2,330
4,587
Total capital turnover
ACS
Jan-Dec
Closing price
Maximum date
-20%
Jan-Sept
Revaluation
Maximum price
-10%
Jan-Jun
Total effective volume traded (E millions)
Daily average effective volume (E millions)
Market capitalization (E millions)
106.76% 135.53%
The number of shares traded increased considerably in July, mainly because the proposals for the merger between ACS,
Actividades de Construcción y Servicios, S.A., and Grupo Dragados, S.A. were presented at the beginning of the month. The
high trading volume in this same period was also affected by the sale of 3,203,200 ACS shares by Banco Zaragozano to
Deutsche Bank that subsequently placed them along private investors. In December, there is another considerable increase in
trading volume in comparison to the same month of the previous year due to the increase in capital on December 12 when
ACS shares were exchanged for Grupo Dragados shares. These shares were first traded publicly on December 15.
If the proposal made to the General Shareholders Meeting is approved, the total dividend paid to the shareholder corresponding
to the profits for 2003 will be of 0.82 euros per share and will be distributed in two payments: an interim payment for a gross
amount of 0.36 euros per share made on January 15, 2003, and a complementary dividend of 0.46 euros per share with
payment date on June 7, 2004.
The dividend yield for the shareholder over the price of year-end close for 2003 was 2.11%.
146
147
ACS GROUP
ANNUAL REPORT
2003
SOCIAL RESPONSIBILITY
4
Loading tank for the Iñigo Tapias tanker
4
SOCIAL RESPONSIBILITY
4.1. Human Resources
4.2. Research and Technological
Innovation
4.3. Quality
4.4. Environmental Strategy
4.5. The ACS Foundation
148
149
ACS GROUP
ANNUAL REPORT
2003
4.1. Human Resources
The development of a more dynamic, economically competitive and fair society is a strategic objective of the ACS Group that
has been present in all our activities since the company was founded. This principle has led to the application of certain policies
and management systems in the economic field and other areas related to human resources, the environment and the Group’s
overall social commitment. They are delivered through the following clear objectives that ensure we fulfill our commitments:
- To contribute to a sustainable economic growth in the societies that we serve in an efficient and ethically responsible
4
SOCIAL
RESPONSIBILITY
manner while continuously applying our values in the quest for excellence and respect for human rights.
- To improve social well-being through the creation of fairly compensated, respectable employment while abiding by
internationally recognized rights and labor laws.
- To respect the surrounding environment and culture as an integral part of all our activities, by applying the measures
and technology required.
- To communicate all our policies and activities in a rigorous, transparent way so that clear, consistent, reliable information
is available to all the agents related to our Group.
4.1. Human Resources
The ACS Group’s leadership requires a top quality team of people with a high level of knowledge and specialization, capable
of offering our clients the best service available while generating and managing business opportunities in a disciplined, efficient
way. To accomplish these objectives, the Group constantly develops its human resources strategy with five basic principles on
which our corporate culture is based:
Barcelona Forum
- To employ, maintain and motivate talented people.
- To promote teamwork and quality control as tools to ensure excellence through work well done.
In this way, the ACS Group is particularly sensitive to innovation within human resources management, promoting the generation
- To act quickly, with the capacity to make decisions, reducing bureaucracy to a minimum while promoting the assumption
of opportunities for its personnel while detecting and encouraging individual talent in order to keep the best professionals.
of responsibilities.
- To support and increase training and internships.
- To innovate with new ideas that allow for improved procedures, products and services.
Thanks to applying the appropriate policies to three essential areas, which are hiring new personnel, training and developing
our workforce and preventing risks at the workplace, the ACS Group counts on a fine team of people who understand and
are fully identified with the Group’s strategic project.
4.1.1. Recruitment Policies
As a result of the merger of ACS, Actividades de Construcción y Servicios, S.A. with Grupo Dragados, S.A., the number of
employees at the end of the financial year 2003 rose to 99,323, the average during the year being 97,903. Of the total, 10%
are managers and university graduates, 11.7% are technical and clerical staff and the remaining 78.3% are specialists and
operatives.
STAFF BY QUALIFICATION
4.6%
5.4%
11.7%
Management and other senior professional staff
Professional staff
Technical and clerical staff
78.3%
Specialists and operatives
112 Emergency Center, Pozuelo de Alarcón (Madrid)
150
151
ACS GROUP
ANNUAL REPORT
2003
4.1. Human Resources
In our organization we set out to create an environment in which our staff is encouraged to fully develop their capabilities
and appreciate the resulting outcome as valuable and desirable. The employment of young technicians who see our company
as a possible opportunity to develop their careers is no less important within our strategy.
To this end, the recruitment policy used by the companies of the ACS Group for many years now is the basis of a strict hiring
process ensuring that we have the best professionals in each field. Furthermore, the Group has a scholarship program for
4
SOCIAL
RESPONSIBILITY
students in the last years of their studies with the most important universities in Spain as well as scholarships
channeled through other educational institutions such as the Fundación Universidad Empresa.
4.1.3. Prevention Policy
The effort made by the ACS Group in reaching the highest levels of health and safety at work for its employees has become
clear through the notable improvement of safety conditions in the work centers of the different activities. Our prevention policy
serves as a reference for this and is based on the following principles:
- Compliance with current legislation regarding the prevention of occupational hazards as well as other voluntary measures
that we take.
- The integration of preventive actions in the Group’s activities as a whole, working from all levels based on an adequate
planning and its application.
STAFF BY AREAS
- Taking on all necessary measures to guarantee the protection and well-being of our employees.
- Development of our employees’ potential through adequate training and information on preventative measures, promoting
initiative and participation in order to improve the system continuously.
0.1%
21.0%
Construction
- Ensure the adequate control of our employees’ health and the quality of its supervision.
- The qualifications of our personnel and the application of technological innovations.
Industrial services
51.6%
27.2%
Services and concessions
In addition to putting into practice the most adequate preventive management systems for each line of business, the Group
organizes activities and specific campaigns within each area with the objective of reducing the number and seriousness of
accidents. We are, therefore, constantly working towards optimizing work conditions and decreasing the accident reference
Corporation
indexes with respect to the average for the industry.
4.1.2. Training Policies
Another major challenge for the ACS Group is to take advantage of the personal and professional diversity of its employees
to improve their ability to respond to the growing needs of our clients. In this respect, it is our policy to continuously involve
all Group employees in issues, such as the targets and culture of the company, while allowing them to develop their full
potential as well as their professional qualifications.
To cater to this objective, we are committed to an ongoing global training program at the workplace, in the lecture hall or
by correspondence. The Annual Training Program involved more than 350,000 tuition hours in courses and seminars in all
the Group activities and particularly in areas related to the following:
- Training of our management staff.
- Technological specialization in management and production systems.
- Information about the products and services developed.
- Quality control and environmental policies.
- Safety at the workplace.
Training procedures undergo yearly internal and external audits that guarantee the highest standards and insure that the
training programs are improved continuously.
Wholesale market, Valencia
152
153
ACS GROUP
ANNUAL REPORT
2003
4.2. Research and Technological Innovation
4.2. Research and Technological Innovation
An intense and continuous effort in innovation is required in order to maintain the leadership in the markets in which the ACS
Group operates. To this end, the Group has made major investments in research and development over a number of years,
mainly directed towards creating new applications based on the extensive knowledge of the markets in which the Group is
present.
4
SOCIAL
RESPONSIBILITY
- Tools for data analysis and technical management of tunnels.
- Structural mathematical modeling calculations for civil engineering.
- New “laser-scanner” technologies for the integral execution of works.
- New caissons with perforated cells for marine projects.
- New structural assessment methods for buildings and bridges of stone and brick masonry.
- Recovering contaminated soil.
As a result of this policy, the ACS Group is in a position to offer its clients the most advanced products and services based on
- Work safety at the construction site.
applying the latest technologies to its production processes and supporting them with highly qualified personnel.
- Management system for controlling civil engineering and building construction.
4.2.1. Construction
- Techniques for soil stabilization and reinforcement.
- Use of compounded materials in structures.
The Group’s innovative activities in the Construction area, and in particular research and technological development, are mainly
- Use of polyester as a building material.
concerned with work areas related to structural behavior, the durability and safety of constructions, new construction materials,
- Light prefabricated beams for road and railroad bridge decks.
building and project design processes and the development of software applications, environmental management and the quality
of life, the application of emerging technologies and the development and management of transportation systems.
In 2003 the Group worked on over 35 projects in the construction field, investing more than 10 million euros. These projects
are directly related to the development of new building techniques and work methods to improve efficiency and quality. The
following projects stand out among them:
With regard to activities involving technological innovation aimed towards obtaining new products and production processes
and the technological improvement of existing products, the following projects developed during 2003 are noteworthy:
- Construction of underpasses using dome type structures.
- Industrialized forms for retaining walls.
- Stone fill levelling for the harbour floor.
- Early and intelligent analysis of conflictive situations in railway tunnels.
- Modular exterior wall panels.
- Applications for reusing the outflows of municipal wastewater treatment plants.
- Instrumentation for breakwaters.
- Reuse of concrete debris for construction.
- Improving the design of block yards.
- Automation of auscultation devises used in dams.
- Planning for automatic toll systems.
- Development of a computer system for maintaining tunnels.
- Incrementally launched bridges.
- Design and development of new vertical wharves built with large caissons.
- Three-dimensional refinery system.
- Evaluation of information technologies.
- Incremental launching system for building viaducts.
- Floors with flexible surface.
Carme Hospital, Badalona (Barcelona)
154
Tunnel under the Villaviciosa Estuary (Asturias)
155
ACS GROUP
ANNUAL REPORT
2003
4.2. Research and Technological Innovation
In 2003 the ACS Group also participated in the most important national and international research forums, of which the
Development of new products and services
following must be mentioned:
Among the main research and development activities within Industrial Services, the following should be mentioned:
- The Technical Commission of SEOPAN, the National Association of Spanish Construction Companies, where the company
actively participated in the analysis of the Technical Building Construction Code and on the AIPCR Bridge Committee.
- AENOR’s standardization committees and the work groups that develop the Eurocode-2 European standards.
4
SOCIAL
RESPONSIBILITY
- ENCORD, the European Association of Contractors for Research.
- Study, characterization and analysis of the RFID technology for identifying cable installations in industrial plants.
- Development of a self-adjusting city traffic control system.
- Design and implementation of a new tunnel access and control system with the specifications for shadow toll systems
and that complement the free-flow toll system whereby vehicles can be charged without needing to slow down.
- The COTEC Foundation for Innovation on whose work committees some of the Group’s technical staff participate.
- Development of a control and monitor system for hydric resources.
- The Association of Civil Engineers in whose conferences, courses and seminars ACS personnel traditionally collaborates.
- Design and installation of the overhead power cable for high speed trains that can operate at speeds above 350 km/h.
- Various European forums that deal with advanced technological issues and on which technicians from our company have
- Development of the S3e electronic interlocking and of new electronic protection systems for railroad crossings.
been invited to collaborate. In this context forums that stand out are: GEOTECHNET, FUTURE HOME, DIFI and E-COR.
- In the telecommunications field, the Antennea project stands out. It is an intelligent antenna system for UMTS mobile
- The Permanent Concrete Committee and the technical committees of prestigious organizations like the Scientific-Technical
telephone networks that achieve a considerable saving on energy.
Association of Structural Concrete and the International Association for Bridge and Structural Engineering.
Participation in European Projects
4.2.2. Industrial Services
A fundamental part of the Research and Development activities in the Industrial Services Area, involves the Research and
The work carried out in Industrial Services during 2003 was focused on three main axes:
Development Framework Programs within the European Union, where the Group occupies a relevant position in project
- Consolidation of the Group in its main lines of business (energy, telecommunications, systems and industrial) through
the development of new products and services for our clients.
management. This has meant that the ACS Group leads more projects than many universities or other research centers in Spain.
Of all the programs developed during 2003, there are various that stand out for their technical characteristics: the OSSA
- Active participation in technological development projects of the European Union.
program due to its ability to simulate traffic situations, the OMNI program that permits inter-operation between traffic control
- Performance of projects sponsored by the Ministry of Science and Technology within the Program for Promoting Technical
applications and infrastructures and the [email protected] program which provides the forecast, in real time, of traffic and transport
Research (PROFIT).
information and personalized services to mobile phone users.
We also continued to work on projects of the 5th Framework Program such as:
- EMIRES for the creation of a web portal that works as a unique access point to regional information about public transport
and mobility in general.
- SIRTAKI that is developing an expert system for managing safety in highway and railroad tunnels in real time.
- eEPOCH that facilitates the inter-operation of identification, authentication and digital signature systems.
- e-parking for reserving parking spaces in car parks using Bluetooth technology.
- ADA to create a technological platform for the integration of environmental sensors using Bluetooth and JINI standards.
PROFIT Projects
The projects financed under the PROFIT Program have permitted the development of new products that have reinforced
the Group’s leadership position in our traditional business and allowed us to diversify our activities to other new fields.
The PROFIT initiative in 2003 has made it possible to develop a number of projects of which the following stand out:
- ADAC, a data control and performance system supported by highway devices.
- SGPRL, software application focused on managing accident prevention at the workplace.
- PrefTran, software that brought a traffic light preference system into operation for the trolley in Barcelona.
- MIDI, a system to measure stray current in traffic regulators.
Maintenance of industrial facilities
156
157
ACS GROUP
ANNUAL REPORT
2003
4.3. Quality
4.2.3. Services and Concessions
4.3. Quality
The Services area continues to promote research, development and innovation activities, the projects dedicated to the
The progress of society signifies a constant transformation of our general conditions of life and, in particular, those of the
environment and the management of inter-modal freight shipment being noteworthy. The projects carried out in 2003,
business world. As a result, the increasing complexity in which production processes are developed requires that work methods
include:
to be adjusted continuously.
- Research on the optimum usage of the biogas derived from the anaerobic fermentation of the organic segment of urban
4
SOCIAL
RESPONSIBILITY
solid waste (USW) in both energy cells and as fuel for public buses and the vehicles used to collect USW.
The ACS Group is the only Spanish construction and services group that belongs to the European Foundation for Quality Management
(EFQM). This membership is a result of our quest for excellence and aim to be competitive within the European Union.
- Study on automating the recovery of used packaging and containers from USW.
- Study of the best technologies available for gasifying elements rejected from USW treatment plants and transforming them
into electricity. Basically, this project seeks to reach what is called “zero residue”.
- In-house design of tunnels and bio-filters for USW compost plants.
The contributions of our companies make them face challenges of great responsibility and high levels of quality requiring the
best professionals and technicians available. To manage this reality and satisfy our customers’ expectations, the ACS Group
considers the following principals as basic to developing our business:
- Innovations in equipment for pneumatic waste collection systems.
- To maintain in-depth client relationships in order to understand their needs more fully.
- Projects to improve industrial waste treatment processes.
- To promote the development of professional potential within the organization.
- Research of new formulas to convert used oils into bases and the design of new equipment for regenerating other oils.
- To stimulate innovation.
- New systems for micro grafting the American walnut tree.
- To work with other companies that wholly identify with our objectives.
- Design of equipment for optimizing the management and transport of merchandise.
- To attend to any incident quickly and efficiently.
- Design and real tests on communications in the Madrid subway and equipment for optimizing the management and
shipment of freight.
Quality Management System
Given the decentralized structure of the Group, each business unit has its own internal quality management system that is
The following are noteworthy projects in which we participated in collaboration with universities and research centers:
adjusted to the general policy on corporative quality control. These quality management systems are the basic tools that ensure
- Cooperation with the Gaiker Technological Center on the VERC project (Virtual European Recycling Center), the purpose
that what we deliver complies with the corresponding contract specifications, legal requirements, standards and any other
of which is to define and develop a European virtual center for recycling building and demolition residue.
- Joint participation with the Center for Energy and Environmental Research (CIEMAT) in the project for the use of biogas
as fuel in liquid carbonate cells.
- Active participation in the definition and development of criteria for drawing up new National Plan for I+D+i 2004-2007
in the area of technology for the environment and natural resources.
- Cooperation with the University of Valladolid in the study of new technologies for eliminating pollutants in biomethanization
process and in the design and start-up of equipment for USW treatment plants (tunnels and bio-filters).
- Cooperation with CSIC, the Board of Scientific Investigation, for characterizing high quality compost from the organic
fraction of USW.
additional criteria determined by the organization with the purpose of achieving maximum client satisfaction.
Each system is based on adequately identifying and managing the relevant processes from a quality control perspective.
The activities carried out by each company of the Group are organized with the objective of reaching the targets set.
The quality control management systems of the ACS Group are based on the UNE-EN ISO 9001:2000 standards that mainly
focus on the creation of value in the activities carried out and to improve our performance. To meet this requirement, procedures
have been established to follow up on client satisfaction and to establish goals and actions taken with the objective of fulfilling
the commitments made.
The management team of each company within the Group is fully implicated in continuous improvement through the Quality
Committee that revises the system periodically to evaluate its efficiency and its compliance with the general policies of the
Group.
Expansion of the wastewater treatment Plant, Valencia
158
Negratín-Almanzora connection, Almería
159
ACS GROUP
ANNUAL REPORT
2003
4.4. Environmental Strategy
4.4. Environmental Strategy
The Nature and the Environment are a shared wealth that should be respected and safeguarded from the harmful influences
of mankind. This principle forms an integral part of all the actions carried out by the ACS Group. To ensure that it is adhered
to, the following environmental policies have been established and are known, shared and put into practice by all the companies
of the Group:
4
SOCIAL
RESPONSIBILITY
These objectives and targets are developed under an Environmental Control Program that can be applied at all of our work
centers.
4.4.2. Involving our Suppliers
Suppliers represent an important group in the development of our activities. It is, therefore, essential that they actively support
ACS Group’s commitment to the environment.
- Commitment to improve and prevent pollution, continuously establishing new procedures and measures to improve our
behavior with respect to the environment.
To ensure that we reach this aim, we have included an environment criterion in the evaluation and selection of our suppliers.
- To use and exploit raw material and natural resources rationally and to optimize these processes.
There is also a specific clause in our standard contract detailing the supplier’s obligations regarding environmental issues.
- To reduce the amount of waste produced by our activities and to handle what is produced correctly and in a way that
Furthermore, these obligations are specified in the Supplier Requirements where issues such as waste control, warehousing
is environmentally respectful.
- To minimize environmental degradation by carefully choosing and managing our building procedures and cooperating
with Public Administrations as well as with our clients.
- To incorporate an environmentally friendly culture in our training programs.
- To propose technical improvements that will reduce the negative impacts on the environment caused by our activities.
- To involve our suppliers in our environment programs.
- To comply with the environmental legislation and any regulation that may affect our Group, as well as those criteria that
the organization subscribes to freely.
4.4.1. Environmental Management System
The Environment Control System used by the companies of the Group is consistent with the requirements laid out in the UNEEN ISO 14001 specifications that call for the development of an Environmental Plan for each work center, whether offices or
jobsites.
Each year environmental objectives and targets are established for the Group in general, taking into consideration global
environmental issues, new legal requirements, the annual revision of our system and the Group’s environmental policy.
conditions for dangerous products and the handling of permits and authorizations are dealt with.
Finally, in the process of evaluating contracts when the work has been completed, the performance of the supplier regarding
the environment is determined by taking the following criteria into consideration:
- Fulfillment of the environmental practices established by the Group.
- Fulfillment of the environmental requirements set out in the contract.
- Absence of problems regarding required permits and authorizations that are the supplier’s responsibility.
- No record of non-conformities regarding the environment as a result of the suppliers’ actions.
4.4.3. Waste Management
We have continued to adequately manage the different types of waste generated at the work centers by adequately separating,
storing and transfering it to duly authorized waste management enterprises.
The actions taken regarding these issues have centered on decreasing the amount of waste generated and using treatment
methods that are more respectful of the environment. Following a hierarchical principle, we prioritize reusing and recycling
against the traditional method of elimination through landfills.
This policy has been relevant in the case of inert waste, especially from construction and demolition work. Procedures for
separating contents of value have been intensified in order to produce “clean rubble” that can be sent to treatment plants
for recycling. Elimination through landfills is only used in those cases where there is no suitable treatment and recycling
infrastructure in the vicinity of the jobsite.
4.4.4. Environment Indicators
The evaluation of environmental behavior is an internal control process which is applied through a series of indicators and offers
information that allows us to compare the evolution of the behavior of the company with respect to the criteria established.
These indicators summarize extensive environmental data into a limited amount of key information that offers a quick evaluation
of the main processes and areas of improvement in the environmental behavior of the Group companies. In this way, we can
make the necessary adjustments to improve our system.
The environmental indicators that will be used by the companies of the ACS Group were recently defined and put into use,
collecting all necessary data for calculation and standardization. The implementation will be applied on four organizational
levels: Group, company, branch office and work center. These indicators provide valuable information that will serve as a basis
for revising the system and for the annual review of our environmental goals.
Remodelling the Francolí River bed, Tarragona
160
161
ACS GROUP
ANNUAL REPORT
2003
4.5. The ACS Foundation
4.5. The ACS Foundation
4.5.2. Social Development
The ACS Group’s social activities are mainly carried out through our Foundation that is dedicated to the promotion and
As part of our social awareness campaign to eliminate physical and architectural barriers to the disabled community, we carried
development of:
out the following activities in 2003:
a) All types of cultural and artistic activities, in the widest sense.
b) Programs related to science, training, education, research and the sharing of technology.
4
SOCIAL
RESPONSIBILITY
c) The conservation and restoration of Spain’s artistic and historical heritage, collaborating on measures to enhance the
public’s awareness of it.
d) Activities related to the defense and protection of the environment.
4.5.1. Cooperation with Universities
In 2003, the ACS Foundation continued to maintain its firm commitment to education through the promotion and recognition
of the best university projects in architecture and engineering. In this sense, we awarded the following prizes to the best final
projects:
- School of Civil Engineering, Barcelona.
- School of Civil Engineering, Castilla-La Mancha.
- School of Civil Engineering, La Coruña.
- Awards for the best municipal solutions for eliminating physical and architectural barriers for the disabled were given to
the city councils of La Coruña, Terrassa and Almazán.
- Sponsorship of CERMI, the Spanish Committee of Representatives of the Disabled, for the State Plan of Accessibility
establishing the requirements of disabled people concerning accessibility and measures that should be taken by the
Government.
- The publication and distribution of the book “Eliminating physical and architectural barriers in cities, a social challenge
for the 21st century”, edited by the Association of European Journalists in the framework of the European Year of People
with Disabilities.
- Sponsorship of training programs regarding accessibility in the physical environment, avoiding architectural barriers in cities
and on means of transportation, and safety at the workplace for disabled employees through the agreement signed with
the Royal Association for the Disabled.
- Sponsorship of various programs organized for the participation of the handicapped in sports activities.
- School of Civil Engineering, Madrid.
4.5.3. Cultural Promotion
- School of Civil Engineering, Cantabria.
Various actions were taken in 2003 in order to promote Spain’s artistic and historic heritage such as publishing the booklets
- School of Civil Engineering, Valencia.
on the project to convert the old El Aguila Brewery into the Regional Library and Archives of the Madrid Community and on
- School of Architecture, Barcelona.
the Collegiate-Church of Torrijos (Toledo).
- School of Architecture, Seville.
- “Tourism and Sustainable Development”, Antonio de Nebrija University, Madrid.
With these publications, the ACS Foundation’s collection on rehabilitation projects now has 22 monographic volumes.
We have also continued to promote cultural seminars of which the following stand out:
- “Industrial Heritage and Journal of the Workplace: Recovery and Future”, offered at the Summer Course at El Escorial
through the General Foundation of the Universidad Complutense of Madrid.
- “Public and Private Initiatives to Promote Appreciation for Spain’s Cultural Heritage”, held in Aranjuez in association with
the Rey Juan Carlos University Foundation.
- “Restoration of our Industrial Architecture Heritage. Transformation instead of restoration”, held at the Menéndez Pelayo
International University of Santander.
We should also point out the sponsorship of artistic and cultural activities such as:
- Work on phases 8, 9 and 10 of the Episcopal Palace in Murcia that will complete the restoration of this building.
- Opera recital at Royal Theatre of Madrid on the occasion of which the Foundation’s book “Environmental Management,
an experience through Grupo Dragados” was presented.
- Concert of the Orfeón Donostiarra Choir at the National Auditorium of Music in Madrid as part of the XXX Cycle of Great
Authors and Interpreters of Music offered by the Autonomous University of Madrid.
- Cap Roig Garden Festival in the Botanical Gardens of Caixa Girona en Calella de Palafrugell in July and August.
- Exhibition on the works of the architect Teodoro Anasagasti organized by the Ministry of Civil Works.
- Exhibition “Hand in Hand” by the National Society of Cultural Commemorations to mark the 25th Anniversary of Spain’s
Constitution.
- Symphonic Orchestra of Galicia.
Muntanyeta Park, Barcelona
162
163
ACS GROUP
ANNUAL REPORT
2003
4.5. The ACS Foundation
In addition, in 2003 the ACS Group signed sponsorship agreements with other organizations that meet the foundation’s social
objectives, such as the Spanish Association of Foundations, the Asociación Impulso Solidario, Cáritas, the National Museum
Center of Art Reina Sofia, Friends of the Prado Museum Foundation, Betesda Foundation, Carolina Foundation, FCOTEC
Foundation, Fundación Empresa y Crecimiento, Sociological Studies Foundation – FUNDES, Príncipe de Asturias Foundation,
Hispania Nostra, The Royal Theatre Foundation, The Complutense University of Madrid, Autonomous University of Madrid
4
SOCIAL
RESPONSIBILITY
Foundation, Rey Juan Carlos University Foundation, Antonio de Nebrija University in Madrid, San Pablo – CEU University
Foundation, and the School of Civil Engineering in Madrid.
4.5.4. Environment promotion
During 2003, the Foundation’s activities regarding the environment were:
- Publishing of the book “Environmental Management, an experience through Grupo Dragados” under the direction of
Dr. José María Baldasano, Head of Environmental Engineering at the Polytechnical University of Catalonia in Barcelona.
- Sponsorship of the seminar “Management of Solid Waste” at the School of the Environment and Technology, Complutense
University of Madrid.
- Sponsorship of the conference “Treatment and Management of Waste Water”, with the School of the Environment and
Technology, Complutense University of Madrid.
- Sponsorship of the summer course “A Company’s Social Responsibility for Sustainable Development”, organized by the
San Pablo – CEU University Foundation in Burgo de Osma, Soria.
- Sponsorship of the “Guide to Good Environmental Practices”, with the San Pablo – CEU University Foundation.
- “1st Award of Tourism and Sustainable Development” for research work carried out on this subject matter, in collaboration
with the Antonio de Nebrija University.
164
165
ACS GROUP
ANNUAL REPORT
2003
C O R P O R AT E G O V E R N A N C E I N T H E A C S G R O U P
5
Headquarters of the ACS Group, Madrid
5
CORPORATE GOVERNANCE
IN THE ACS GROUP
5.1. Ownership Structure
5.2. Management Structure
5.3. Risk Management
5.4. General Shareholders’ Meetings
5.5. Information and Transparency
166
167
ACS GROUP
ANNUAL REPORT
2003
5.1. Ownership Structure
5
CORPORATE GOVERNANCE IN THE ACS GROUP
5.1.2. Significant shareholders
As of December 31, 2003, the Company has knowledge of the following significant shareholdings in its capital structure:
Over the past years the ACS Group has undertaken to improve the communication with its shareholders and investors as a
means of maintaining the policy on transparency which has always characterized it. The actions taken with respect to the
Number of
shares held
directly
Corporate Governance of the Group are oriented in this direction and, to this end, the Board of Directors of ACS, Actividades
Direct
shareholding
Numbers of
shares held
indirectly
Indirect
shareholding
Total number
of shares
% of total
shareholding
12.165%
de Construcción y Servicios, S.A. has approved the Annual Report on Corporate Governance corresponding to 2003.
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
The mentioned Report follows the directives outlined by the Special Committee for the Promotion of Transparency and Security
Banca March, S.A.
within the Markets and Publicly Quoted Companies (“Aldama Report”) as recognised in the Law 26/2003 of July 17 and the
Imvernelín Patrimonio, S.L.
Ministerial Order 3722/2003 in which it is outlined. The ACS Group communicated this to the Stock Market Commission
Mr. Florentino Pérez Rodríguez
(CNMV) and made it available to its shareholders through the corporate website (http://www.grupoacs.com) on April 30, 2004.
The rest of the Board of Directors
This report contains the information related to the ownership and management of the Company, to the risk management,
Subtotal controlled by the Board of Directors
to the General Shareholders’ Meetings and to the capital markets, the most significant aspects of which are described below.
Fidelity International, Ltd.
5.1.
OWNERSHIP STRUCTURE
Chase Nominees, Ltd. *
Treasury Stock
Total Significant Shareholdings
-
-
14,419,014
12.165% 14,419,014
10,389,264
8.765%
343,538
0.290% 10,732,802
9.055%
-
-
5,950,363
5.020%
5,950,363
5.020%
673,085
0.568%
525,376
0.443%
1,198,461
1.011%
11,062,349
9.333%
21,238,291
17.919% 32,300,640
27.252%
-
-
3,608,380
3.044%
3,608,380
8,285,328
6.990%
-
-
8,285,328
6.990%
-
-
902,453
0.761%
902,453
0.761%
21.724% 45,096,801
38.048%
19,347,677
16.323% 25,749,124
3.044%
5.1.1. Share capital
shares with a nominal value of 1.50 euros per share, all of which are of the same class and series.
* Banco Santander Central Hispano, S.A., issued a notification of the significant participation as the deponent of Chase Nominees, Ltd., under
obligation to declare because of their intervention as nominee company (article 3.1 of Royal Decree 377/1991 of March 15) acting on behalf
of its clients, none of which are subject to issuing a notification of significant participation in ACS if attending solely to the shareholding position
of which Chase Nominees, Ltd. is aware
The last change made in the share capital was the result of the share-for-share merger of ACS, Actividades de Construcción
There is no knowledge of family, commercial, contractual or corporate relationships of any nature, nor of the existence of
y Servicios, S.A. and Grupo Dragados, S.A. This event resulted in a capital increase by issuing 54,465,015 new shares of ACS
any quasi-corporate or concerted agreements between significant shareholders, there being no shareholder who can exert
of the same class and series, each with a nominal value of 1.50 euros, to compensate the exchange of shares with Dragados
a controlling influence on the Company.
The share capital of the ACS Group as of December 31, 2003, was 177,790,246.50 euros, represented by 118,526,831 ordinary
Group. At the moment of the merger, ACS was owner of 57,724,169 shares of Dragados while Dragados owned 2,396,253
treasury shares, whereby the latter were redeemed and were not part of the swap.
The fixed conversion rate between the shares of ACS and those of Dragados was 33 ACS shares for 68 Dragados shares. This
conversion equation was established by the Boards of Directors of the two companies at their respective meetings on July 2,
2003, when the merger project was approved. The conversion was later approved at the Extraordinary General Shareholders’
5.1.3. Participation of the members of the Board in the share capital
As of December 31, 2003, the Company was informed that its members of the Board had the following shareholdings in
the Company:
Meeting of each company, both of which were held on October 14, 2003.
Once the new shares of ACS had been issued, a request was forwarded for them to be listed and traded on the Madrid,
Members of the Board
Date when first
Date when
appointed last appointed
Number of
shares held
directly
Direct
shareholding
Number of
shares held
indirectly
Indirect
shareholding
Number of
total shares
Total
shareholding
Barcelona, Bilbao and Valencia stock exchanges. The first day of trading was December 15, 2003, the first working day
following the registration of the deed of merger in the Mercantile Registry.
168
Mr. Florentino Pérez Rodríguez 06/28/1989
10/14/2003
-
-
5,950,363
5.020%
5,950,363
5.020%
Mr. Antonio García Ferrer
10/14/2003
10/14/2003
2,640
0.002%
-
-
2,640
0.002%
Mr. Pablo Vallbona Vadell
11/07/1997
10/14/2003
-
-
-
-
-
-
Dr. José María Aguirre González 06/29/1995
10/12/2001
140,500
0.119%
-
-
140,500
0.119%
Mr. Agustín Batuecas Torrego
06/29/1999
10/14/2003
249,696
0.211%
-
-
249,696
0.211%
Mr. Miguel Blesa de la Parra
10/14/2003
10/14/2003
810
0.001%
-
-
810
0.001%
Dr. Álvaro Cuervo García
11/07/1997
06/19/2003
-
-
14,000
0.012%
14,000
0.012%
Mr. Isidro Fernández Barreiro
10/14/2003
10/14/2003
4,682
0.004%
-
-
4,682
0.004%
Dr. Joan David Grimà i Terré
10/14/2003
10/14/2003
-
-
-
-
-
-
Mr. José María Loizaga Viguri
06/28/1989
10/14/2003
42,771
0.036%
41,736
0.035%
84,507
0.071%
Mr. Pedro José López Jiménez
06/28/1989
10/14/2003
-
-
470,000
0.397%
470,000
0.397%
Mr. Santos Martínez-Conde
Gutiérrez-Barquín
09/27/2001
06/19/2003
1,126
0.001%
-
-
1,126
0.001%
Mr. Miquel Roca i Junyent
10/14/2003
10/14/2003
12
0.000%
-
-
12
0.000%
Mr. Julio Sacristán Fidalgo
06/24/1998
06/19/2003
452
0.000%
-
-
452
0.000%
Comercio y Finanzas, S.A.
10/14/2003
10/14/2003
30,198
0.025%
-
-
30,198
0.025%
Imvernelin Patrimonio, S.L.
10/14/2003
10/14/2003
10,389,264
8.765%
343,538
0.290%
10,732,802
9.055%
Percacer, S.A.
10/14/2003
10/14/2003
200,198
0.169%
-
-
200,198
0.169%
Mr. José Luis del Valle Pérez
06/28/1989
10/14/2003
-
-
-
-
-
-
169
ACS GROUP
ANNUAL REPORT
2003
5.2. Management Structure
The members of the Board of Directors of the Company hold 27.25% of the share capital:
5.2
1. The significant shareholder Banca March, S.A. is represented in the Board of Directors by the executives of its associated
5.2.1. Responsibilities of the Board of Directors
company Corporación Financiera Alba, S.A., Mr. Pablo Valbona Vadell, Mr. Isidro Fernández Barreiros and Mr. Santos MartínezConde Gutiérrez-Barquín.
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
The Board of Directors of the ACS Group has the responsibility of representing the Company and managing its business as
well as performing those operations that are part of or related to its purpose and to act in accordance with the interests of
2. Imvernelin Patrimonio, S.L. is controlled by Financiera Alcor, S.A., which, in turn, has no controlling shareholder. It is understood
5
MANAGEMENT STRUCTURE
that a tacit agreement exists between these companies that share, through the concerted exercise of their voting rights, a
long-standing, common policy in the company:
the Company and of its shareholders.
In particular, the Board of Directors is responsible for the following:
- To accept the resignation of Board members.
- The following companies have the indicated shareholdings in Imvernelin Patrimonio, S.L.:
- Comercio y Finanzas, S.A.
15.734%
- Percacer, S.A.
15.734%
- Corporación Financiera Alcor, S.A.
68.532%
- To appoint, revoke and accept the resignation of the Chairman, Vice Chairman and Secretary of the Board.
- To appoint, revoke and accept the resignation of the Board members who are to form part of the Commissions and
Committees of the Board.
- To delegate to any of its members, all or part of the powers that correspond to the Board, with the exception of those
that are non-transferable.
- Corporación Financiera Alcor, S.A, owns 310,960 shares of ACS which represents 0.262% of its share capital. The
following companies have the indicated shareholdings in Corporación Financiera Alcor, S.A.:
- Comercio y Finanzas, S.A.
44.10%
99.99% of the shares in this company are property of Mr. Alberto Alcocer Torra.
- Percacer, S.A.
44.10%
95% of the shares in this company are property of Mr. Alberto Cortina de Alcocer.
- Mr. Alberto Alcocer Torra
5.90%
Mr. Alberto Alcocer Torra directly owns 1,091 shares of ACS.
- Mr. Alberto Cortina de Alcocer
5.90%
Mr. Alberto Cortina de Alcocer directly owns 1,576 shares of ACS.
5.1.4. Treasury stock
Prior to the merger, Grupo Dragados, S.A., had directly and indirectly at their disposal 4,255,850 treasury shares with a total
value of 60.1 million euros.
- To draw up the individual and consolidated annual accounts and management reports and submit them to the General
Shareholders’ Meeting for approval.
- To prepare the reports, including the Annual Report on Corporate Governance, and the proposals that, according to current
legislation and the Company’s Bylaws, are the responsibility of the Board of Directors.
- To approve the annual budgets.
- To approve the cession of rights on the commercial names, trademarks and industrial or intellectual property rights that
belong to the Company or companies of the Group, providing they are of economic relevance.
- To approve the Rules of the Board of Directors.
- In general, to carry out all the functions that correspond to the Board according to Law, the Bylaws and the Rules of the
Board of Directors, and to carry out all other functions that are delegated to the Board by the General Shareholders’
Meeting, assigning only those that are expressly permitted in the resolution on delegation reached at the General
Shareholders’ Meeting.
The annual accounts prepared by the Board of Directors are presented to the Board by the Chairman and CEO and the Corporate
General Manager who, in turn, is responsible for the economic-financial area of the Company.
At the moment of the merger, the process was started to redeem the treasury shares owned directly (2,396,253), representing
1.39% of the share capital of Grupo Dragados, S.A., the acquisition value of which was 33.3 million euros. Given that the
5.2.2. Composition of the Board of Directors
redemption of these shares was undertaken at the moment of the merger, no results were produced as a consequence of
In 2003, special relevance was given to the figure of the Independent External Board member, a person of recognized professional
their sale or transmission.
status who can bring experience and knowledge to the corporate governance and who, being neither an executive nor an owner,
The remaining treasury stock with indirect ownership (1,859,597) was exchanged as part of the merger for 902,453 new shares
is elected as such and offers the characteristics that ensure a criterion which is both impartial and objective.
of ACS which represent a total indirect treasury stock of 0.76% of the share capital of ACS at the close of 2003.
In this the respect, the General Extraordinary Shareholders’ Meeting, which took place on October 14, 2003, increased the
Current authorization for the acquisition of treasury stock
minimum (11) and maximum (21) number of member permitted on the Board of Directors, establishing a Board of Directors
At the General Shareholders’ Meeting held on June 19, 2003, the Board of Directors of the Company as well as the Boards
of the subsidiaries were authorised for the 18 month period following the date of the General Shareholders’ Meeting, and
formed of 18 members of which 2 are Propietary and Executive Directors, 2 are Executive Directors, 8 are Propietary and
External Directors and 6 are External and Independent Directors:
under the conditions and requirements detailed in article 75 and related articles of the Corporations Law, to purchase treasury
stock, the nominal value of which when added to that already owned by the company and its subsidiaries, shall not exceed
5% of the issued share capital. The minimum and maximum price shall be, respectively, the nominal value and the price that
does not exceed that corresponding to the stock market session on the day of the purchase or those authorised by the
competent body of the Stock Exchange or the Stock Exchange Commission (CNMV).
170
171
ACS GROUP
ANNUAL REPORT
2003
5.2. Management Structure
The Board of Directors will elect a Secretary who may or may not be a Board member but who should be a practicing lawyer.
Chairman and CEO
Mr. Florentino Pérez Rodríguez
Propietary and Executive Director
Vice Chairmen
Mr. Antonio García Ferrer
Executive Director
Secretary of the Board of Directors will be responsible for scrutinizing the legality of the actions taken by the corporate bodies
Mr. Pablo Vallbona Vadell
Propietary and External Director
of which he is a member, making notifications to the effect in the Minutes.
Dr. José María Aguirre González
External and Independent Director
Mr. Agustín Batuecas Torrego
Propietary and Executive Director
Mr. Miguel Blesa de la Parra
External and Independent Director
Dr. Álvaro Cuervo García
External and Independent Director
Mr. Isidro Fernández Barreiro
Propietary and External Director
Dr. Joan David Grimà i Terré
External and Independent Director
Mr. José María Loizaga Viguri
External and Independent Director
Mr. Pedro López Jiménez
Propietary and External Director
Mr. Santos Martínez-Conde Gutiérrez-Barquín
Propietary and External Director
Members
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
Mr. Miquel Roca i Junyent
External and Independent Director
Mr. Julio Sacristán Fidalgo
Propietary and External Director
Comercio y Finanzas, S.A.
Represented by: Mr. Javier Monzón de Cáceres
Propietary and External Director
Imvernelin Patrimonio, S.L.
Represented by: Mr. Javier Echenique Landiríbar
Propietary and External Director
Percacer, S.A.
Propietary and External Director
Represented by: Mr. Manuel Delgado Solís
Secretary General & Board Member
Mr. José Luis del Valle Pérez
In addition to the functions attributed by current Law, the Company’s Bylaws and the Rules of the Board of Directors, the
5.2.3. Duties and Obligations of the members of the Board of Directors
According to the Rules of the Board of Directors, the members have the obligation to:
- Attend the meetings of the Board and the Committees of which they form part, unless there is a reasonable cause to
delegate its representation and proxy to another Board member.
- To inform and prepare themselves adequately for Board meetings and to participate actively in the Board’s debates.
- To oppose the approval of any resolutions that are understood to be against the Law or the Company’s Bylaws or that are
contrary to the interests of the Company, and to ensure that this opposition is clearly reflected in the Minutes of the meeting.
- To not disclose any discussions of the Board or information that has been obtained while acting as Board member that
is not of general knowledge.
Additionally, the Board of Directors will be obliged to adopt or promote the adoption of as many measures as necessary or
convenient to ensure the transparency of the actions of the Company in the financial markets and to carry out all functions
that are necessary as a result of being a company quoted on the stock exchange.
To allow the General Shareholders’ Meeting to carry out its duties properly, the Board of Directors shall make available to
Executive Director
the shareholders before the General Meeting all the information legally required as well as any information that is of
reasonable social interest and from which they can form an opinion.
The Board members will hold the positions to which they are elected for a period not exceeding 5 years. They may be re-elected
one or more times for the same periods of maximum duration. Nevertheless, should the maximum period of a member of the
Board expire, he can continue to hold his position until the next General Shareholders’ Meeting.
to information by the shareholders and investors in general, the Board of Directors shall ensure that all information that is
understood to be of general interest will be available on the Group’s website. In particular, the Company’s Bylaws, the Rules of
The members elected by cooption will continue to exercise their duties until the next General Shareholders’ Meeting when
the Board of Directors, the reports submitted to the stock exchanges, notification of the General Shareholders’ Meeting and
the final election will take place to fill the vacancy.
the proposals that are submitted for debate and approval at the General Shareholders’ Meeting, and the resolutions adopted
The Board will elect a Chairman from among its own members, as set out by the current legislation, the Company’s Bylaws
and the Rules of the Board of Directors. The Chairman will carry out all the responsibilities that correspond to the most important
executive position of the Company within the guidelines established by the General Shareholders’ Meeting, the Board of
Directors and the Executive Committee.
in the last General Shareholders’ Meetings as well as the current Annual Report.
5.2.4. Functioning of the Board of Directors
The Board of Directors will meet when the interests of the Company so require, by prior announcement from the Chairman,
or failing that, through a Vice Chairman, whether at their own initiative or upon request of at least two members of the Board.
The Chairman will be granted the most extensive power of attorney in order to carry out his duties and, unless prohibited
In any case, the Board will meet at least four times a year in order to know how the Group is performing against budgets and
by Law, may delegate his power of attorney, either totally or partially, to any fellow member of the Board and to any member
the previous financial period.
of the Company’s top management, and, in general, to anyone he may consider suitable or necessary.
It is understood that the Board is convened when either through physical presence or representation by proxy, half of the members
The Board may also elect from its members, one or two Vice Chairmen who will substitute the Chairman in case of delegation,
plus one are in attendance. Without prejudice to their obligation to attend, any member that cannot be present at a meeting
absence or illness and, in general, will carry out all the functions that are attributed to them by the Chairman, the Executive
personally may be represented and vote at the meeting by proxy of another member.
Committee and the Board of Directors.
Unless otherwise provided for by current legislation, the Company’s Bylaws or the Rules of the Board of Directors, the agreements
The substitution of the Chairman by the Vice Chairmen will take place following the order of their election, or failing this, in
of the Board of Directors will be reached through absolute majority of the members in attendance at the meeting whether
order of seniority, or, in the last case, in descending order of age.
they are present or represented by proxy. The adoption of agreements in writing and without any meeting will only be acceptable
The Board can designate a CEO in whom it will delegate all the faculties it requires, except for those that are considered non
transferable by Law or the Company’s Bylaws.
172
In order to attain the maximum transparency and disclosure of all relevant information, as well as guarantee the immediate access
when no member of the Board opposes the agreement and everything else established in the current legislation is met.
In 2003 the Board of Directors met on six occasions, the Chairman being present on each one.
173
ACS GROUP
ANNUAL REPORT
2003
5.2. Management Structure
5.2.5. Committees of the Board of Directors
The responsibilities of the Audit and Control Committee are as follows:
In the interest of obtaining greater efficiency while carrying out its functions, the Board of Directors can delegate its duties
- To report to the General Shareholders’ Meeting on issues raised by the shareholders that fall under the Committee’s responsibility.
to the Executive Committee, the Audit Committee and the Compensation Committee. These functions are foreseen in the
- To propose the appointment of external auditors to the Board of Directors of the Company in order for the Board to subsequently
propose the appointment at the General Shareholders’ Meeting as referred to in Article 204 of the Corporations Law.
current legislation, the Company’s Bylaws and the Rules of the Board of Directors.
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
- To revise and approve any significant changes in the accounting procedures of the Company and of the subsidiaries forming
Executive Committee
its Group of Companies, as well as, in general, the relationship with the external auditors in order to receive information
The Executive Committee will exercise all the duties that are delegated to it by the Board of Directors, except for those that
on those matters that could put their independence in jeopardy, any other relations with the process of auditing the accounts
by Law or the Corporate Bylaws are considered non transferable. Nevertheless, the Board of Directors may recover any matter
and those other foreseeable communications on the legislation regarding the auditing of accounts and the technical rules
that it is responsible for knowing about or deciding upon. For its part, the Executive Committee may submit to the Board of
applied to auditing.
Directors any issue requiring a decision, even if it is of the Executive Committee’s responsibility, if this Committee understands
- To supervise the internal auditing services within the Company’s structure.
that the Board of Directors should decide on the aforementioned issue.
- To be aware of the process of financial information and the Company’s internal control systems.
- To revise the estimates made by the management of the Company and of the companies forming its Group and inform on
The current formation of the Executive Committee is as follows:
any possible fiscal or legal eventualities of a significant nature.
Significant shareholder
Position
- To know the results of inspections carried out by official institutions.
Chairman
Mr. Florentino Pérez Rodríguez
- To know the accounts information that the Company provides periodically to the stock exchanges.
Vice Chairman
Mr. José María Loizaga Viguri
Members
Mr. Antonio García Ferrer
Mr. Isidro Fernández Barreiro
Imvernelín Patrimonio, S.L.
Represented by: Mr. Javier Echenique Landiribar
Mr. Pablo Vallbona Vadell
Mr. Pedro López Jiménez
Mr. José Luis del Valle Pérez
Propietary
and Executive Director
External and
Independent Director
Executive Director
Propietary and External Director
Propietary and External Director
Secretary
Propietary and External Director
Propietary and External Director
Executive Director
The Executive Committee will meet as many times as convened by its Chairman, either at his own initiative or at the request
- To know any other issue of a special nature entrusted to the Committee by the Board of Directors.
- As far as necessary and with due adjustment, the method of operation set forth in the Rules of the Board of Directors will
be applied to the Audit and Control Committee.
Compensation Committee
The Compensation Committee is formed of the following:
Chairman
Members
of a minimum of two of its members. It is considered that the Committee is in session when the majority of its members, either
present or represented by proxy, are in attendance. An agreement will be reached by the majority of those in attendance,
Secretary
Significant shareholder
Position
Mr. Pablo Vallbona Vadell
Mr. José María Aguirre González
Mr. José María Loizaga Viguri
Imvernelín Patrimonio, S.L.
Mr. José Luis del Valle Pérez
Propietary and External Director
External and Independent Director
External and Independent Director
Propietary and External Director
Executive Director
whether actually present or represented by proxy.
The committee shall be convened once the majority of its members are present and decisions will be made by majority vote.
Audit Committee
In the case of a tie, the vote of the Chairman will determine the result. The committee will be called to meet by the Chairman
The Audit and Control Committee is currently made up as follows:
at least twice a year.
Significant shareholder
Position
Mr. Santos Martínez-Conde
Gutiérrez-Barquín
Propietary and External Director
- The remuneration scheme for the Chairman of the Board of Directors and other Top Management of the Company.
Members
Dr. Álvaro Cuervo García
External and Independent Director
- The remuneration of the Board members.
Mr. Julio Sacristán Fidalgo
Propietary and External Director
- Long term plans based on share value, such as stock option plans.
Secretary
Mr. José Luis del Valle Pérez
Executive Director
Chairman
The Compensation Committee is responsible for informing the Board of Directors of the following:
5.2.6. Remuneration of the members of the Board and the Management Team
The Committee will be considered convened when the majority of its members are in attendance and will reach agreements by
The members of the Board are remunerated according to current legislation and the Company’s Bylaws. To this effect, the Board
the majority of votes. The Chairman will have the deciding vote in the case of a tie. The Audit Committee will be convened at
of Directors, subject to the report from the Compensation Committee, determines the final distribution of the global amount
least twice a year or whenever it is called to session by the Chairman. It will convene at the initial and final stages of the process
to be paid as well as the periodicity of payment.
of auditing the financial statements of the Company and the consolidated financial statements of the Group of Companies and
always prior to issuing the relevant audit reports.
174
175
ACS GROUP
ANNUAL REPORT
2003
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
5.2. Management Structure
In addition to certain expenses and allowances agreed upon at the General Shareholders’ Meeting, the Board of Directors will
With regards to the Stock Option Plan, on December 10, 2002, a brochure was registered with Number 3,992, dealing
receive as statutory participation, a remuneration that will not exceed ten percent of the net profit and will be payable only after
specifically with the compensation systems in conformance with amendment 16 of Law 24/1988 of July 28 on Stock
having made the required allocations to the legal reserve and, when applicable, to the statutory reserve, as well as the assignment
Markets which includes the main characteristics of our plan.
to the shareholders of a dividend of at least four percent of the paid up capital per share.
The characteristics of the Stock Option Plan are as follows:
The Board of Directors will decide how the global amount of their fees will be distributed among its members, including in
- The number of shares subject to the Stock Option Plan was initially one million ninety-five thousand (1,095,000) and
different amounts.
subsequently was increased by one hundred and ninety-two thousand two hundred and thirty five (192,235) shares to
The compensation to all or some of the members of the Board of Directors, as well as to the management of the Company
a maximum total of one million two hundred and eighty-seven thousand two hundred and thirty-five (1,287,235) shares.
and the Group’s companies, may be in the form of company stock or stock options or may be fixed to the value of these stocks
- The acquisition price will be twenty-seven euros and thirty-one cents (E27.31) per share for the one million ninety-five
thousand (1,095,000) shares and thirty euros and fifty-seven cents (E30.57) for the remaining one hundred and ninety-
in the form, terms and conditions defined at the General Shareholders’ Meeting.
two thousand two hundred and thirty-five (192,235) shares.
The compensation for the Company’s Board members and the Group’s management team for the financial year 2003 was
broken down as follows:
- The options will be executable in three equal fractions, accumulative if so decided by the beneficiary during the fourth,
fifth and sixth years following January 1, 2000, inclusive. Nevertheless, if the employment relationship is terminated due
to reasons other than a legally legitimate dismissal or the voluntary resignation of the beneficiary, the options will be
Compensation of the Board of Directors
exercisable six months after such event takes place in the case of death, retirement, pre-retirement or permanent disability
The remuneration accrued during the financial year 2003 by the members of the Board of Directors of the Company, including
and within thirty (30) days for any other case.
that received by the members of the Board of Directors of Grupo Dragados, S.A., was 1,485 thousand euros for salaries and
professional fees and 1,535 thousand euros for statutory obligations, without receiving any other amounts for other concepts.
In addition to the amounts mentioned above, the remuneration accrued during the financial year 2003 by the members of
the Board of Directors of the Company, including that received by the members of the Board of Directors of Grupo Dragados,
S.A., from all of the companies of the Group was 4,065 thousand euros for salaries and professional fees and 210 thousand
euros for statutory obligations, without receiving any other amounts for other concepts.
- Tax retainments and taxes due, where applicable, as consequence of executing an option will be exclusively paid by the
exclusively paid beneficiary.
- The coverage will be through the Banco Bilbao Vizcaya Argentaria, S.A., or any other banking entity determined by the
Chairman and CEO who will sign whatever agreements or conditions deemed necessary to this effect. All expenses derived
from this coverage will be reimbursed by ACS.
- The options are not transferable, which denies the heirs the possibility of exercising them. In the case of death, the options
can be exercised by the beneficiaries (including, where applicable, the dower). The period in which they can be exercised
This information does not include compensations in the form of pension plans which are covered in the corresponding section.
will be six months as of the date of death, the beneficiaries having the right to exercise all of the options awarded to
the deceased director. The options will be extinguished if they are not exercised before the mentioned period has expired.
Management Team Compensation
- The settlement of the options will take place, where applicable, by means of one of the following methods:
a) Salaries
- If the director has the intention of holding the stock for future sale, he will pay the option cost, and the financial entity
The compensation accrued in 2003 for the Group Management Team, excluding the members of the Board of Directors
will deduct from the number of shares that it must give to the director, the number of shares, rounded upwards, whose
which is detailed in the previous section, was as follows:
market value is equivalent to the amount that must be withheld for personal income taxes plus the expenses derived
from exercising the options (“cash for stock” method).
- Alternatively, the director can request the financial entity to deliver a number of ACS shares whose market value equals
(Thousands of Euros)
Fixed salary
8,988
the difference between the option cost and the market value of the shares at the date of exercise less in all cases the
Variable compensation
8,277
amount to be withheld for personal income taxes plus the expenses derived from exercising the options (“cash less”
Attendance fee as members of the Board
of Directors of other subsidiary companies
Total
482
17,747
method).
- If the director does not have any interest in maintaining ownership of the shares acquired, he can request that he be
given an amount in cash equivalent to the difference between the exercise price and the market price of the shares
at the time of exercising the option, deducting in all cases the amount to be withheld for personal income taxes plus
b) Stock option plan
ACS has a stock option plan that was approved by its Board of Directors at their meeting held on December 16, 1999,
and amended at their meeting on June 13, 2000, making use of the authorization granted at the General Shareholders’
Meeting on June 29, 1999. The plan was reassigned with the consent of the Board of Directors at their meeting on March
the expenses derived from exercising the options (“exercise and sell” method).
As of December 31, 2003, this stock option plan had not been modified nor had any other stock option plan been approved
for the members of the Board of Directors.
12, 2002.
176
177
ACS GROUP
ANNUAL REPORT
2003
5.2. Management Structure
There are no other securities that give direct or indirect rights to the Company’s share capital other than those
mentioned above.
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
Annual growth rate of the maximum pension paid by the Social Security Administration
2.00%
Annual growth rate of salaries
2.35%
As of the December 31, 2003, the following members of the Executive Team and members of the Board of Directors of
Annual growth rate of the Consumer Price Index (CPI)
ACS held stock options in virtue of the plan described above:
Mortality Table*
2.00%
PERMF-2000 P
* Guaranteed, hypothesis there will not be any change
Position(1)
Number of
stock options
Chairman and CEO(2)
302,118
up to 2004 as established in the provisional plan. Additionally, in 2003 the Company paid 13,714 thousand euros to insurance
Corporate General Manager
147,670
companies to cover our commitments with the management team and the members of the Board of Directors due starting
Secretary General(2)
128,447
on January 1, 2004. These commitments were arranged through collective insurance savings policies the contribution to which
Chairman and CEO
90,000
Executive Assistant to the CEO
28,000
Executive Assistant to the CEO
28,000
The net accrued premium in 2003 to cover our obligations to directors and members of the Board of Directors was 548
Manager
15,000
thousand euros.
Secretary General
18,700
Chairman and CEO
70,000
Comunidades Gestionadas, S.A.
CEO
28,000
Cobra Instalaciones y Servicios, S.A.
CEO
90,000
General Manager
28,000
Company
ACS, Actividades de Construcción y Servicios, S.A.
ACS, Proyectos Obras y Construcciones, S.A.
Vías y Construcciones, S.A.
is defined in relation to the benefits in the form of capital.
d) Insurance
All members of the management team, including those who are members of the Board of Directors, are included in a collective
policy that covers the life and accident insurance commitments for the management staff in the socio-economic agreement.
The commitment acquired by the Group is to pay the annual premium that, in 2003, was 38 thousand euros.
General Manager
15,000
Secretary General
15,000
CEO
28,000
Members with executive positions in the ACS Group
The following members hold the indicated executive positions in the Group:
Procme, Ltd.
Sociedad Española de Montajes Industriales, S.A.
CEO
28,000
Secretary General
15,000
Chairman
19,000
CEO
28,000
Chairman and CEO(2)
28,000
Aplicación de Pinturas API, S.A.
Técnicas Medioambientales TECMED, S.A.
Continental Auto, S.A.
A definitive financing plan which has been totally provisioved for, was established until 2004, maintaining its financing period
Total
1,149,935
Note: Each one of these options gives the right to subscribe one ACS share
(1)
Corresponds to the positions held during 2003 prior to the merger
(2)
Members of the Board of Directors. These members have not called their option rights in advance
c) Pension Plans
5.2.7. Other information regarding the Board of Directors
- Mr. Florentino Pérez Rodríguez is Chairman and CEO and has been delegated all the faculties corresponding to the Board
of Directors excepting those that are non-transferable.
- Mr. Antonio García Ferrer is the Executive Vice Chairman and has been granted a general power of attorney by the Board
of Directors.
- Mr. José Luis del Valle Pérez, is the Secretary General of the ACS Group and member of the Boards of Directors of several
companies of the Group.
- Mr. Agustín Batuecas Borrego is Chairman and CEO of Continental Auto, S.L.
Board members with executive positions in companies that are significant shareholders
As a result of the merger with Grupo Dragados, S.A., the Company assumed the obligation to pay to those employees who
According to the information made available, the following members of the Board of Directors are members and/or executives
meet certain conditions, a monthly monetary supplement to the obligatory payments made by the general Social Security
of the following companies that are significant shareholders of ACS:
Administration for retirement, disability, widowhood and orphanage.
In 2000, the above obligations were externalised based on the available information at the end of that year. More specific
information regarding variables and hypothesis that are relevant in determining the levels of obligation regarding pensions
became available in 2001 (fundamentally definitive pension groupings, pensionable salaries and retirement age estimates).
Mr. Florentino Pérez Rodríguez
Mr. Pablo Vallbona Vadell
Mr. Isidro Fernández Barreiro
Mr. Santos Martínez-Conde Gutiérrez-Barquín
Significant shareholder
Position
Inversiones Vesán, S.A.
Corporación Financiera Alba, S.A.
Corporación Financiera Alba, S.A.
Corporación Financiera Alba, S.A.
Administrator
Vice Chairman and CEO
CEO
General Manager
Based on the regularization mechanism foreseen in the insurance contract signed on the December 21, 2000, the actuarial
valuation of our commitments was realized.
The actuarial hypotheses used are indicated below, with the exception of the applied technical interest rate that has decreased
as a consequence of the reduction in interest rates an it is now between 5.93% and 4.32%.
178
179
ACS GROUP
ANNUAL REPORT
2003
5.2. Management Structure
Board members related to significant shareholders
Mr. Isidro Fernández Barreiro
Board member of Xfera Móviles, S.A.
According to the information made available, the following members of the Board of Directors represent or are related in
Mr. Pedro José López Jiménez
Board member of Continental Auto, S.L.
Board member of Sociedad Española de Montajes Industriales, S.A.
Board member of Vías y Construcciones, S.A.
Vice Chairman of ACS, Proyectos Obras y Construcciones, S.A.
Board member of Técnicas Medioambientales, S.A.
Vice Chairman of Cobra, Instalaciones y Servicios, S.A.
Mr. Santos Martínez-Conde Gutiérrez-Barquín
Board member of Consejero de Técnicas Medioambientales, S.A.
Board member of Sociedad Española de Montajes Industriales, S.A.
Board member of Vías y Construcciones, S.A.
Board member of ACS, Proyectos Obras y Construcciones, S.A.
Board member of Cobra, Instalaciones y Servicios, S.A.
Board member of Continental Auto, S.L.
some way to significant shareholders of the Company:
Significant Shareholder
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
Relationship Description
Mr. Julio Sacristán Fidalgo
Mr. Florentino Pérez Rodríguez
Family
Mr. Pablo Vallbona Vadell
Banca March
Executive Vice Chairman
Board members who are members of the Boards of Directors of other publicly quoted companies
According to the information made available, the following members of the Board of Directors are also members of the Boards
of Directors of publicly quoted companies in Spain other than the ACS Group:
Mechanisms established to detect and regulate possible conflicts of interest:
Dr. José María Aguirre González
Chairman of Banco Guipuzcoano, S.A.
Board member of Acerinox, S.A.
Mr. Miguel Blesa Parra
Vice Chairman of Iberia Líneas Aéreas de España, S.A.
Board member of Endesa, S.A.
Dr. Álvaro Cuervo García
Board member of Tafisa, Tableros de Fibras, S.A.
Mr. Isidro Fernández Barreiro
Board member of Prosegur
recorded in the Minutes of the next Board Meeting. Furthermore, the Board members shall inform the Company as soon as
Mr. Antonio García Ferrer
Board member of Abertis Infraestructuras, S.A.
Board member of Inmobiliaria Urbis, S.A.
possible, or within the following five days, with regards to the shares, stock options or derivatives based on share value that are
Dr. Joan David Grimà i Terré
Board member of Antena 3, TV
General Manager of Santander Central Hispano
Mr. José María Loizaga Viguri
Chairman of Cartera Hotelera, S.A.
Vice Chairman of Zardoya Otis, S.A.
Mr. Pedro José López Jiménez
Board member of Lingotes Especiales, S.A.
Mr. Santos Martínez-Conde Gutiérrez-Barquín
Board member of Acerinox, S.A.
Mr. Miquel Roca i Junyent
Non-member Secretary of Abertis Infraestructuras, S.A.
Non-member Secretary of Banco Sabadell, S.A.
Mr. Pablo Vallbona Vadell
Vice Chairman of Abertis Infraestructuras, S.A.
Board members who are also members of the Boards of Directors of other companies of the Group
The following members of the Board of Directors are members of the Board of Directors of other Group companies:
180
Dr. José María Aguirre González
Chairman of Cobra, Instalaciones y Servicios, S.A.
Mr. Agustín Batuecas Torrego
Chairman and CEO of Continental Auto, S.L.
Mr. José Luis del Valle Pérez
Board member and Secretary of ACS, Proyectos Obras y Construcciones, S.A.
Board member of ACS Sonera, Telefonía Móvil, S.L.
Board member of Continental Auto, S.L.
Board member and Secretary of Cobra, Instalaciones y Servicios, S.A.
Board member and Secretary of Sociedad Española de Montajes Industriales, S.A.
Board member and Secretary of Técnicas Medioambientales, S.A.
Board member of Xfera Móviles, S.A.
a) Rules of the Board of Directors
The Rules of the Board of Directors contain several of these mechanisms. Article 13 specifically regulates conflicts of interest,
whereby in virtue of their loyalty as representatives of the Company, the Board members shall avoid any conflict of interest
between themselves and their immediate relatives on the one hand, and the Company on the other and will inform the Board
of Directors of any possible conflict of interest whenever such a conflict cannot be avoided, and this conflict of interest shall be
held directly or indirectly by the members themselves, or by members of their immediate families.
The Board members shall notify the Company of any significant changes in their own professional situation, particularly any
change that affects the status or condition that was taken into account when they were appointed members of the Board. In
addition, they shall inform the Company of any legal or administrative procedure that may have a serious negative effect on
the Company’s reputation.
Board members shall abstain from intervening in deliberations and voting on issues in which they have a special interest. This
will be duly noted in the Minutes.
In addition, article 14 on non-competition and the use of information, establishes that Board members cannot hold, directly
or indirectly, any position in or provide representation for any company or firm that competes with the Company or with any
company within the Group.
Board members cannot use for private purposes in any way, non-public information to which they have had access as a result
of their role as member of the Board. In particular, Board members cannot use for their own personal benefit knowledge on
any commercial operation of which they may have become aware of while acting as Board member.
With the exception of a duly authorized payment in kind, Board members cannot make use of Company assets nor can they
use their position to obtain an increase in their net worth without making the corresponding compensation.
b) Rules of Conduct in the Stock Market
The Executive Committee of ACS, Actividades de Construcción y Servicios, S.A, used the duties delegated to it by the Board
of Directors to approve at its meeting held on July 17, 2003, the Rules of Conduct in the Stock Market and the document
was submitted to the Stock Exchange Commission (CNMV) on July 31, 2003, as Relevant Fact Nº 43782.
181
ACS GROUP
ANNUAL REPORT
2003
5.2. Management Structure
The Rules of Conduct in the Stock Market include measures to detect and control possible conflicts of interest between the
b) To provide detailed information on the personal transactions related to the securities within the scope of the application
Company and/or its Group and its Board members, Directors and significant shareholders. Thus, it is generally applicable to
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
of these Rules when requested by the Chairman of the Monitoring Unit.
the members of the Board of Directors as well as to those representatives and employees of the Company who perform
c) A newly elected member of the Board of Directors, proxy representative or new employee of the Company subject
activities that can have a fundamental influence on the price of the shares of the Company, as well as external advisors, who
to these Rules shall inform the Chairman of the Monitoring Unit in writing of the detail of the stock of the Company
for specific purposes dispose of privileged or reserved information regarding the shares of the Company.
or companies of the Group that he owns, directly or indirectly through controlled companies or through third parties
who act in concert, as well as that owned by children under age or disabled who are economically dependent on
The Rules will be applied to matters concerning shares, stock options and similar contracts that involve the right to subscribe
the person subject to the Rules or his/her spouse, except in the latter case when this ownership only affects the latter’s
or acquire shares of the Company or whose underlying object involves the Company shares, convertible and non-convertible
patrimony or is not included in the marriage settlement. As well, they must inform in writing about the existence of
bonds, debentures, promissory notes, subordinate debt and in general any type of financial instrument issued by the Company
or, if applicable, by companies of the Group.
a stable contract for portfolio management and the name of the management entity.
d) To submit to the Monitoring Unit, through its Chairman, any doubts regarding the application of these Rules and
During the analysis or negotiation phase of any type of legal or financial transaction that could significantly affect the stock
price as referred to in the Rules, those individuals of the Company who are responsible for such operations shall:
refrain from any action until a response is received referring to the consultation.
e) To inform the Monitoring Unit in writing, as foreseen in the Bylaws and these Rules, of any possible conflicts of interests
because of patrimony or family relations to the fourth degree by consanguinity or second degree by affinity, or for
a) Limit the exposure of the transaction strictly to those people, within or outside the organization whose involvement is
any other reason. As well, it is considered that there is a possible conflict of interest derived from the personal patrimony
indispensable.
when a relationship exists in which the affected party directly or indirectly controls 25% of a company or in the case
b) Maintain, for each transaction, a register of the names of the people referred to paragraph a) as well as the date on
when although the percentage is lower the person subject to the Rules exercises functions of authority or control.
which each of them had access to the information.
c) Clearly inform the people included in the registry of the nature of the information they have received, their duty to keep
it confidential and the prohibition to use it.
d) Establish security measures for keeping, filing, accessing, copying and distributing the information.
Without prejudice to the above, when the transactions on securities or financial instruments issued by the Company are undertaken
by members of the Board, they must also inform the stock markets on which these issues are traded as well as the Stock Market
Commission (CNMV) in the terms foreseen by Law.
e) Monitor the stock market performance of the negotiable securities or the financial instruments related to the transaction
in process as well as the information published by the media that could affect the process, whether specialised in
The Rules foresee a Monitoring Unit that will keep an updated list of the Board members, representatives and personnel of the
economic information or not.
Company as well as external advisors who are subject to the Rules in a general or specific way and this list will be available to
f) If unusual trading volumes and transaction prices take place and there is a reasonable basis for believing that these
changes are the result of a premature, partial or distorted disclosure of information on an upcoming transaction, the
the supervising authorities of the stock markets. This Unit will be formed of the Secretary to the Board of Directors, who will preside
over the Committee, the Corporate General Manager and the Administrative Director who will be its Secretary.
people in charge of such transaction shall immediately inform the Secretary to the Board of Directors so that he can
give clear and precise notice of a relevant event indicating the state of the transaction in progress or containing an
advance notice of the information to be made public.
The people subject to the Rules who carry out any type of transaction involving securities or financial instruments issued by
the Company have the following obligations:
a) To inform the Company in writing, through the Chairman of the Monitoring Unit, of the purchase or sale operations
RISK MANAGEMENT
The diversity and complexity of the fields in which the Group carries out its activities imply a series of risks that can be categorized
as follows:
or acquisition of stock options undertaken on behalf of their personal account in relation to the securities that are
- Client Risk, derived from their credit levels, payment arrears, concentration of risks and work performed pending certification.
covered by these Rules. Operations made by the spouse shall also be considered on equal terms as those undertaken
- Operational Risks, corresponding to the businesses carried out by the Group and that vary according to the area of activity.
by the person subject to the Rules, unless they only affect the spouse’s personal wealth or are excluded from the
These can be considered as risks due to differences in agreed completion dates, costs, risks due to deficiencies in quality,
marital economic regime. Also included are operations made by children under age or disabled individuals under the
labour risks, risks to the environment and risks regarding third parties.
responsibility of the affected party or by legal entities controlled directly and indirectly or by third parties. Excluded
- Financial Risks, as a result of levels of debt, tendencies in working capital, exposure to different currencies and interest
from this obligation to inform are those operations in which the affected party subject to these Rules has not
rates, guarantees and bonds. Intrinsic risks of new investments are also an area of analysis and risk control, as well as
intervened, being operations undertaken by entities that manage his investment portfolio in a stable manner. In this
case, it will be sufficient to inform the Chairman of the Monitoring Unit of the existence of a portfolio management
contract and the name of the managing entity.
182
5.3
risks derived from the deterioration of the Group’s assets.
- Market Risks, either regulatory or structural, these risks are inherent within the various markets that the Group operates
in, as well as the concentration of risk in a given country.
183
ACS GROUP
ANNUAL REPORT
2003
5.3. Risk Management
To manage these risks, specific procedures have been established at different organizational levels for each line of business in
The systems, regulated by the international standard ISO 14001, are based on identifying and evaluating the environmental
order to guarantee that the risk profiles comply with the operational criteria established by the Board of Directors for each
aspects in which the business can have an impact, planning the necessary steps to take in order to avoid or minimize risks by
activity. These procedures are established on the basis of the global risk policy that is structured as follows:
establishing adequate control measures in accordance with current legal requirements and the environmental code of conduct
- The Management Committee determines the Group’s global risk policy and, where applicable, establishes the control
mechanisms that assure that risks are kept within approved levels.
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
corresponding to each business unit. The basic criteria is as follows:
- To incorporate the most advanced technological innovations regarding environmental matters, for example:
- Saving energy and raw materials.
- The Board of Directors has delegated to the Audit Committee the responsibility of supervising these risks to ensure that
- Using recyclable and biodegradable materials.
the established procedures are followed as well as effectively controlling that the relevant risk levels for each activity are
- Minimizing the production of waste and treating it in a way that respects the environment.
not surpassed.
- Promoting reforestation and the landscaping of construction sites.
- The risk control mechanisms according to the established policies are developed in the corresponding management
systems.
- To develop specific actions for the business activities that require them because of their impact on the environment.
- To provide continous information to the client regarding environmental risks and possible preventive measures.
Activities with risk levels that are greater than those established in the global risk policy must be approved by the Management
Committee in advance.
5.3.3. Techno-Economic Control Systems
The Group’s risk control systems are based on a set of strategic and operative actions that are aimed towards compliance with
The Group has various economic and production control systems designed to give a reliable understanding of the economic
risk policies by each area of activity of the Group and they are organized in a decentralized model which, therefore, allows
expectations and time allowances of a project from the phase of making the initial offer to while the project is under execution
each business unit to carry out its control policies and risk evaluation under certain basic principles. These principles are as
and information on the real situation at any given moment.
follows:
These systems are integrated within a global economic and budgetary control system for each business area and are adjusted
- Definition of the maximum risk limits acceptable for each business area according to the characteristics and expected
profitability.
- Establishment of procedures to identify, approve, analyse, control and inform about the different risks for each business
area.
- Coordination and communication so that the risk policies and procedures within the business areas are consistent with
the Group’s global strategy.
The systems provide the information necessary to supervise and evaluate the risk exposure of each business area as well as
to develop the resulting management information required for making decisions. The control systems developed in each
business area can be classified within the following categories:
to the characteristics of its activities in order to provide the information necessary for the people in charge of the area to
control the risks arising from any possible deviation and to make the appropriate decisions to optimise the management
process.
All the information is kept in a single Economic Information System which allows the consolidated parameters to be supervised
and controlled easily, dynamically and rigorously. By giving the Group’s Management organisms detailed knowledge of the
economic situation and potential and assumed risks, this system has become an essential element in the decision making
process.
5.3.4. Control systems for preventing accidents in the work place
The ACS Group has developed a work accident prevention policy that is in accordance with current legislation and on which the
5.3.1. Quality Control Systems
control systems are based specifically for each line of business. The policy is based on the basic principals of training, involvement
These make up the processes used to ensure that the work carried out and services provided meet the requirements specified
individual responsibility and security control.
in the contract as well as the legal and standard requirements, in order to ensure client satisfaction.
The systems are adapted to the individual features of each work site. Labour risk prevention plans are designed and introduced
The systems, according to the requirements of the ISO 9001 standards, are based on identifying the relevant processes in
based on identifying existing risks in order to eliminate them if possible, and if not, to minimize them and take the required
advance from a quality control standpoint and organizing the activities developed by the different areas in order to adequately
protective measures.
plan them and following up on them.
The regular review of the systems by the Management and the establishment of targets allow the continued improvement
of such systems.
5.3.2. Environment Control Systems
The implementation of these systems in the different business areas of the Group allows the relevant areas to develop
their activity while guaranteeing maximum respect to the environment.
As with all of the Group’s management systems, an initial specific plan is developed for each business. This plan is followed and
updated throughout the progress of the project with the objective of continuously improving its efficiency.
5.3.5. Systems to control financial risks
Essentially directed at identifying, evaluating and covering the risks derived from:
a) Non-payment or delays in payment within certain types of clients, the procedures of which are based on:
- Analysis of the client’s financial solvency and the conditions of the contract proposed by the risks committee of each
business activity at their regular meetings.
184
185
ACS GROUP
ANNUAL REPORT
2003
5.4. General Shareholders’ Meetings
- Decisions on whether or not to contract or, depending on the case, to include specific conditions within the contract
to guarantee payment.
5.4.2. Ordinary General Shareholders’ Meeting of June, 19
The Ordinary General Shareholders’ Meeting called on May 29, 2003, was held on June 19 of the same year. All the points
- Individualized client negotiation with legal support.
on the Agenda were approved as detailed below:
- Centralized signing of contracts.
b) The variation in currency rates, which are covered through policies of financing in local currency and hedges for capital
5
Votes
in favor
intensive infrastructure projects which financing is arranged in a currency that is not the local one.
Abstensions
% of shares
present or
represented
Votes
against
% of shares
present or
represented
c) The variation in interest rates, whose follow ups fluctuations determine the financial leverage structure for each business
unit and the consolidated Group.
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
% of shares
present or
represented
Point 1
Approval of the Annual Reports, Balance Sheets, Statements
of Income and Management Reports corresponding to the
year 2002 for the Company and the consolidated Group of
Companies of which ACS, Actividades de Construcción y
Servicios, S.A., is the parent company. Application of results
39,454,328
99.02%
383,057
0.96%
8,785
0.02%
The Group follows a policy that covers accidental risks that can affect the assets and activities of the Group by contracting
Point 2
Approval of the activities of the Board of Directors during 2002
39,837,539
99.98%
8,356
0.02%
275
0.00%
insurance policies for those risks which can be covered. The risks are revised periodically in order to adapt the policies to the
Point 3
Ratification, dismissal and appointment, as appropriate,
of the following Members of the Board of Directors:
Appointment of Mr. Santos Martínez-Conde y
Gutiérrez-Barquín as Member of the Board of Directors
Appointment of Dr. Álvaro Cuervo García and Mr. Julio
Sacristán Fidalgo as Members of the Board of Directors
39,567,938
99.30%
50
0.00%
278,182
0.70%
24,129,653
60.56%
15,438,335
38.74%
278,182
0.70%
Point 4
Authorization to derivatively acquire treasury stock
39,845,895
99.999%
0
0.000%
275
0.001%
The General Shareholders’ Meeting is formed of all the shareholders who hold at least one hundred shares, whether they are
Point 5
Designation of auditors of the Company and of the Group
39,845,118
99.997%
0
0.000%
1,052
0.003%
physically present or represented by proxy. The owners or holders of less than one hundred shares can pool together to meet
Point 6
Modification of the Bylaws by including a new article, that
will be called article 20 bis, concerning the Audit Committee
39,838,695
99.98%
7,200
0.02%
275
0.00%
Point 7
Delegation of the powers to formally execute and sign
agreements
39,845,895
99.999%
0
0.000%
275
0.001%
Reading and approval, if appropriate, of the Minutes
of the Meeting
39,845,845
100.00%
50
0.000%
275
0.00%
d) The write-down or restructuring of any asset whether financial or set aside for the productive activities of the Group.
e) New investments that require a rigorous analysis and evaluation of the inherent risks involved.
current specific situation of the risk covered.
5.4
GENERAL SHAREHOLDERS’ MEETINGS
the one hundred share minimum and be represented by one of their group of shareholders or by another shareholder who
individually has sufficient shares to attend the General Shareholders’ Meeting.
The resolutions will be reached by majority vote by the shareholders present or represented by proxy, except in those cases in
Point 8
which the Law requires a qualified majority.
The Ordinary and Extraordinary General Shareholders’ Meetings shall be validly convened, on first call, when the shareholders
present or represented by proxy hold at least twenty-five percent of the subscribed capital with the right to vote; on second
call, constitution of the General Shareholders’ Meeting is considered valid regardless of the capital represented at the meeting.
However, if the Ordinary and Extraordinary General Shareholders’ Meeting is to agree on a debenture issue, the increase or
reduction of the company’s share capital, a transformation, merger or spin off of the company, or, in general any modification
to the Company’s Bylaws, the shareholders present or represented by proxy must hold at least fifty percent of the subscribed
capital with the right to vote for the meeting to be considered as convened on the first call. On second call, twenty-five percent
of the share capital will be sufficient.
When the shareholders present or represented by proxy hold less than fifty percent of the subscribed capital with the right to
vote, the resolutions referred to in the above paragraph shall only be valid when two thirds of the capital present or represented
at the General Shareholders’ Meeting vote for them.
The company does not follow a policy on the assignment of votes by proxy for the General Shareholders’ Meeting.
5.4.1. General Shareholders’ Meetings held in 2003
The following is a detail of the General Shareholders’ Meetings held in 2003:
Date of the General
Shareholders’ Meeting
186
% physically present
%represented
by proxy
%postal vote
Total
June 19, 2003
43.253%
18.946%
0%
62.199%
October 14, 2003
11.601%
59.785%
0%
71.386%
187
ACS GROUP
ANNUAL REPORT
2003
5.4. General Shareholders’ Meetings
5.4.3. Extraordinary General Shareholders’ Meeting of October, 14
5.4.4. 2004 Ordinary General Shareholders’ Meeting
The Extraordinary General Shareholders’ Meeting called on September 10, 2003, was held on October 14 of the same year.
By resolution of the company’s Board of Directors at their meeting on March 25, 2004, the Ordinary General Shareholders’
All the points on the Agenda were approved as detailed below:
Meeting will be held in Madrid at 12:30 on May 19 or 20, 2004, on first and second call respectively, at the Palacio Municipal
de Congresos, on Avenida de la Capital de España Madrid s/n, Campo de las Naciones with the following Agenda:
Votes
in favor
5
Point 2
Point 3
Point 4
Aproval of the balance sheet for the merger of the Company
as of April 30, 2003, and verified by the Company's Auditor
Aproval of the merger of ACS, Actividades de Construcción
y Servicios, S.A., and Grupo Dragados, S.A., by the former
company taking over the latter with dissolution without
liquidation of the company that was taken over and transfer
in block of all its patrimony in accordance with the Merger
Project in deposit with approval of said Project. Determination
of the rate of exchange between the company taken over
with respect to the company taking it over
Increase of the share capital as a consequence of the merger
and resulting modification of article 6 of the Company Bylaws.
Modification of article 13 of the Company Bylaws
Resignation and appointment of Members of the Board of Directors:
Appointment of Mr. Agustín Batuecas Torrego as
Member of the Board of Directors
Appointment of Mr. José María Loizaga Viguri as
Member of the Board of Directors
Appointment of Mr. Pedro López Jiménez as
Member of the Board of Directors
Appointment of Mr. Florentino Pérez Rodríguez as
Member of the Board of Directors
Appointment of Mr. José Luis del Valle Pérez as
Member of the Board of Directors
Appointment of Mr. Pablo Vallbona Vadell as
Member of the Board of Directors
Condition the merger by takeover of Grupo Dragados, S.A.,
by ACS, Actividades de Construcción y Servicios, S.A., to the
recording of this event in the Registry of Companies, this
event and the establishment of eighteen for the number of
Members of the Board of Directores being effective as of th
date of said entry
Dismissal of Mr. Francisco Servando Verdú Pons as Member
of the Board of Directors when the merger by takeover of
Grupo Dragados, S.A., by ACS, Actividades de Construcción
y Servicios, S.A., is recorded in the Registry of Companies and
effective as of the date of said entry
Appointment of Mr. Isidro Fernández Barreiro as Member of
the Board of Directors when the merger by takeover of Grupo
Dragados, S.A., by ACS, Actividades de Construcción y
Servicios, S.A., is recorded in the Registry of Companies and
effective as of the date of said entry
45,700,582
45,716,326
Votes
against
% of shares
present or
represented
1.
Approval of the Annual Report, Balance Sheets, Statements of Income and Management Reports for 2003 of ACS and
Point 5
Delegation of the authority to execute and sign agreements.
Delegation of faculties
Approval of the Minutes of the Meeting
99.93%
99.97%
10,552
10,552
0.02%
0.02%
20,066
4,322
Profit distribution. Annual Report on Corporate Governance.
0.04%
0.01%
2.
Approval of the management of the Board of Directors during 2003.
3.
Ratification, dismissal and appointment, where applicable, of Directors.
4.
Authorization for the derivative acquisition of treasury stock.
5.
Appointment of Company and Group auditors.
6.
Reduction of the share capital by redeeming 902,453 shares of the Company’s treasury stock with the resulting modification
of Article 6 of the Company’s Bylaws.
45,709,707
99.97%
11,292
0.02%
10,201
0.02%
7.
Reduction of the nominal value of shares from 1.50 euros to 0.50 euros and the consequent increase in the number
of outstanding shares by three, with the resulting modification of Article 6 of the Company’s Bylaws and delegation of
authority to execute this.
30,141,551
65.91%
15,497,983
33.89%
91,666
0.20%
30,141,551
65.91%
15,498,003
33.89%
91,666
0.20%
30,141,651
65.91%
15,497,883
33.89%
91,666
0.20%
30,005,060
65.61%
15,634,474
34.719%
91,666
0.20%
30,141,651
65.91%
15,497,883
33.89%
91,666
0.20%
45,629,370
99.78%
10,164
0.02%
91,666
0.20%
8.
Modification of articles 13, 15, 20 bis), 22, 26 and 28 of the Company’s Bylaws.
9.
Authorization to the Board of Directors for the establishment of a Stock Options Plan.
10.
Approval of the Rules governing the General Shareholders’ Meeting and report on the Rules of the Board of Directors.
11.
Delegation of powers to execute and sign agreements.
12.
Reading and approval, if applicable, of the minutes of the General Meeting.
5.4.5. Rules on the General Shareholders’ Meeting
During the 2003 financial year, work was started to prepare the rules on the General Shareholders’ Meeting and the consequent
modifications to the Company’s Bylaws that the Board of Directors will propose at the General Shareholders’ Meeting to take
place on May 19 and 20, 2004 on first and second call, respectively and that is based on the following principles of the Code
45,629,370
99.78%
10,164
0.02%
91,666
0.20%
of Good Governance:
- To introduce measures focused on building a more transparent system of delegation of votes and on highlighting the
communication between the Company and its shareholders.
45,629,370
99.78%
10,164
0.02%
91,666
0.20%
- To explain in detail the voting proposals that are offered in the request form, in relation to adopting resolutions of certain
importance of delegation and reveal the existence of any possible conflicts of interest when the situation could arise.
45,629,370
Appointment of Mr. Antonio García Ferrer, Mr. Miguel Blesa de la Parra,
Dr. Joan David Grimà i Terré, Mr. Miguel Roca Junyent,
Imvernelin Patrimonio, S.L., Percacer, S.A., and Comercio y
Finanzas, S.A., as Members of the Board of Directors when
the merger by takeover of Grupo Dragados, S.A., by ACS,
Actividades de Construcción y Servicios, S.A., and effective
on the date of said registration
30,141,651
188
Abstensions
% of shares
present or
represented
the consolidated group of companies of which ACS, Actividades de Construcción y Servicios, S.A., is parent company.
Point 1
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
% of shares
present or
represented
45,727,332
45,730,060
99.78%
10,164
0.02%
91,666
0.20%
- To establish channels and instruments that permit flexible communication. In Addition to the standard information that
the company supplies in the form of annual, half-year and quarterly reports, to favour meetings with financial analysts
so that this information can be made available to their investors. The objective that these measures pursue is to create
permanent channels of communication with the shareholders that are complimentary to those that satisfy the right
established by Law to question whenever a General Shareholders’ Meeting takes place. The objective is for shareholders
65.91%
15,497,883
33.89%
91,666
0.20%
99.99%
99.998%
0
0
0.00%
0.00%
3,868
740
0.01%
0.00%
to be able to obtain the information they require at any given moment.
189
ACS GROUP
ANNUAL REPORT
2003
5.5. Information and Transparency
5.5.
INFORMATION AND TRANSPARENCY
- May 29 (Registry No. 42296): The Company submits the Agenda for the Ordinary General Shareholders’ Meeting to be
held on June 18, 2003, on first call, or June 19, 2003, on second call.
The shareholders right to information is covered in the precepts of the Rules of the General Shareholders’ Meeting that will
be presented for their approval at the Ordinary General Shareholders’ Meeting.
So that the General Shareholders’ Meeting of the Company can adequately carry out its functions, before each General Meeting
5
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
is held, the Board of Directors of the Company shall make available to the shareholders all the information that is legally required
or that, even if it is not, should reasonably be provided on its social interest and the interest of the shareholders, so that they
- June 20 (Registry No. 42770): The Company communicates that at its meeting on June 19, 2003, the Board of Directors
approved the Rules of the Board of Directors.
- June 20 (Registry No. 42769): ACS gives notification of the resolutions adopted at the Ordinary General Shareholders’
Meeting held, on second call, on June 19, 2003.
- June 20 (Registry No. 42771): ACS submits the agreements reached on the appointments of the new members of the
may form an opinion. Following this line, the Board of Directors will be obliged to handle with the maximum diligence any
Company’s Board of Directors as well as of the Chairman and the members of the Audit and Compensation Committees.
requests made by the shareholders on the occasion of the General Meeting, whether prior to or after it, providing that they
- June 30 (Registry No. 43003): The Company submits information on its participation in Xfera Móviles, S.A. On June 23,
do not prejudice the interests of the company.
2003, several agreements were signed whereby shareholders of Xfera promise to purchase from Venditelecom España S.L.
and Vivendi Telecom International, S.A., both pertaining to Grupo Vivendi Universal, S.A, and the latter two promise to sell
In accordance with this firm commitment of the ACS Group to communicate the necessary information in a transparent, fair
and transfer, at the symbolic total price of 1 euro, all of the shareholdings that the latter two companies have in Xfera and
and unbiased way so that the progress of the Company can be readily evaluated, the most efficient means have been used
which represent 31.4% of the share capital. The fulfilment of these agreements was conditioned by compliance with the
so that the same information is immediately available to all shareholders, potential investors and the general public at the same
regulatory and statutory requirements as well as the substitution of the bank guarantees. As a consequence of these promises,
time.
ACS, Actividades de Construcción y Servicios, S.A., (ACS) would increase its direct and indirect shareholding in Xfera from
5.5.1. Financial Information
The ACS Group has adopted the necessary measures to ensure that the information supplied by the Company in the form of
the current 19.9% to a maximum of 34.8%, although in virtue of the agreements with the shareholder Sonera Holding,
B.V. (Sonera) the commitments of financial assistance to Xfera from ACS is reduced to 29.4% with Sonera assuming the
difference.
annual, half-year and quarterly reports is available to the shareholders in a clear, rigorous and timely way. To this end, the Audit
- July 3 (Registry No. 43143): On July 2, 2003, the members of the Board of Directors of the ACS Group and Dragados Group
Committee will review this information before it is made public in order to verify that it has been obtained in accordance with
approve in an extraordinary meeting the start of the merger process between these companies in which the former will
professional principles, criteria and practices with which the accounts are drawn up and that is as reliable as they are.
absorb the latter. The share conversion rate proposed by the respective Boards will be 33 new shares of ACS for every 68
5.5.2. Information on ACS Stock
Pages 146 and 147 of this Annual Report contain detailed information on the performance of the ACS shares during 2003.
5.5.3. Information provided to the Stock Exchanges
shares of Dragados.
- July 3 (Registry No. 43109): The Company submits the literal text of the agreements approved by the Board of Directors
regarding the merger with Grupo Dragados, S.A.
- July 25 (Registry No. 43599): Banco Zaragozano has agreed to sell to Deutsche Bank AG London 2,203,200 shares of ACS,
Actividades de Construcción y Servicios, S.A., representing 5% of the company’s share capital. On the same day it was
The main channel used by the Group to transfer its evolution and main events to the stock market is through its communications
communicated as a Relevant Fact with Registry No. 43606, that the figure constituting 5% of the share capital of ACS,
to the Stock Exchange Commission (CNMV). During 2003, 36 communications were made, of which 32 involved Relevant Facts
Actividades de Construcción y Servicios, S.A., was 3,203,200 shares instead of the number of shares mentioned in the
and the rest concerned corporate results and presentations.
previous Relevant Fact notification.
The main Relevant Facts were:
- January 15 (Registry No. 39248): The Company communicates that, with the prior approval of its Executive Committee
- July 25 (Registry No. 43604): Deutsche Bank AG London notifies that it has purchased 3,203,200 shares of ACS from
Banco Zaragozano, equivalent to 5% of its share capital. Subsequently, Deutsche Bank AG London sold the ACS shares
to a limited number of institutional clients at a price of 37.15 euros per share.
in the session held on the day before, January 14, ACS, Actividades de Construcción y Servicios, S.A., presented a Public
- July 31 (Registry No. 43782): The Company submits the Rules of Conduct regarding the Stock Market. In its meeting
Takeover Bid for 17,253,137 shares of Grupo Dragados, S.A., representing 10% of its share capital at the price of 22.22
held on July 17, the Executive Committee of ACS, Actividades de Construcción y Servicios, S.A., under the authority
euros per share and without requiring the acquisition of a minimum number of shares to make the offer effective.
vested in it by the Board of Directors, approves the Rules of Conduct regarding the Stock Market and these Rules are
- January 27 (Registry No. 39430): Banco Zaragozano communicates that the participation of Banco Zaragozano, S.A. in
the share capital of ACS, Actividades de Construcción y Servicios, S.A., as of January 27 was 5.00017%.
- February 18 (Registry No. 39854): The Company remits information on the Audit Committee titled “Audit and Control”
that was created as a result of the agreement reached at the Board of Directors meeting held on February 19, 1998, when
its duties and Regulations were defined.
- March 18 (Registry No. 40687): The Company communicates the resignation of Mr. Alberto Alcocer Torra.
submitted as a Relevant Fact for the purpose of making them public.
- September 11 (Registry No. 44466): The Board of Directors of ACS, Actividades de Construcción y Servicios, S.A., in its
meeting held on September 10, 2003, agrees to convene a Extraordinary General Shareholders’ Meeting on October 13,
2003, on first call or on the following day, October 14, 2003, on second call.
- September 17 (Registry No. 44530): The Company provides additional information regarding the Extraordinary General
Shareholders’ Meeting, reiterating the right of the shareholders to examine the legal Documentation made available to them
with regards to the merger by absorption of Grupo Dragados, S.A., by ACS, Actividades de Construcción y Servicios, S.A.,
either at the corporate headquarters or by sending it to them free of charge.
190
191
ACS GROUP
ANNUAL REPORT
2003
5.5. Information and Transparency
- October 3 (Registry No. 44769): At the request of the Stock Exchange Commission (CNMV), ACS submits an Explanatory
Booklet by Price Waterhouse Coopers Auditores S.L., regarding the merger of ACS and Grupo Dragados.
- October 15 (Registry No. 44992): The Company gives notification regarding the re-election, discharge and election of
the Members of the Board of Directors, establishing a total number of eighteen members, plus the delegated Committees,
and informs of the re-election of the Chairman of the Board of Directors, Mr. Florentino Pérez Rodríguez, as CEO of
5
the Company.
- October 15 (Registry No. 44993): The Company submits the resolutions approved at the Extraordinary General Shareholders’
Meeting. On October 16 as a Relevant Fact with Registry No. 45013, the Company notified the quorums for the Meetings
CORPORATE
GOVERNANCE
IN THE
ACS GROUP
and the results of the voting on the resolutions concerning the merger with Grupo Dragados, S.A.
- December 12 (Registry No. 46379): The Company submits the information regarding the inscription brochure, the merger deeds
and the trading of the shares newly issued for the conversion of the shares of Grupo Dragados, S.A.
- December 19 (Registry No. 46493): The Company notifies the appointment of Members of the Board of Directors of ACS,
Actividades de Construcción y Servicios, S.A.
In addition, seven company presentations were made throughout the year at special events held throughout Europe, featuring
the Presentation of Company Results for the financial year 2002, on February 26, 2003, at the Madrid Stock Exchange and
the Presentation of the Project of the Merger with Grupo Dragados that was held on July 3, 2003, at the Madrid Stock Exchange
and on July 7 in London. These presentations proved to be successful, each one being attended by more than 150 people.
Numerous meetings were also held with institutional investors and information requests from our shareholders were handled
through the Investor Relations telephone line.
5.5.4. Website
The Group has progressively updated the contents of its corporate website (http://www.grupoacs.com) throughout 2003.
Special emphasis was placed on those pages related to Investor Relations through which shareholders could be informed in a
timely manner about the performance of their stocks, the Company’s general economic and financial progress and all the
corporate actions, including all reports and documents of interest to the shareholders, with the object of accommodating
accessibility.
Other than this Annual Report, it is possible to consult the following documents from our website:
- Company’s Bylaws .
- Rules of the General Shareholders’ Meeting.
- Rules of the Board of Directors.
- Annual Report on Corporate Governance.
- Audit Committee Report.
- Rules of Conduct in the Stock Market.
- The notification of the Ordinary General Shareholders’ Meetings on May 19 or 20, along with the documents and information
for this meeting.
5.5.5. Degree of observance of the recommendations for good governance
The Annual Report on Corporate Governance is available on the Group’s Website and contains a detailed explanation regarding
the execution of the above recommendations.
192
193
Project Director and Editor:
Investor Relations ACS Group
Creation and design:
Atenea Comunicación, S.A.
Photos:
ACS Group Archives
Printing:
Raro Producciones, S.L.