3 - Abengoa Solar

Transcripción

3 - Abengoa Solar

3
Annual Report 2010:
1. External Audit Report.....................................................................Page2
2. 2010 Consolidated Annual Accounts.............................................Page5
3. Consolidated Management Report............................................ Page208
4. Auditor’s PCAOB Report on Internal Control
over Financial Reporting................................................................... Page229
1
3
1. External Audit Report
2
3
2. 2010 Consolidated Annual Accounts
a) Consolidated Statement of Financial Position.......................... Page 6
b) Consolidated Income Statement ............................................... Page 9
c) Consolidated Statement of Comprehensive Income .............. Page 11
d) Consolidated Statement of Changes in Equity ...................... Page 13
e) Consolidated Cash Flows Statement ...................................... Page 15
f) Notes to the Consolidated Annual Account........................... .Page 17
g) Appendices I to X.................................................................. Page 172
4
3
a)
Consolidated Statements of Financial Position
5
3
Consolidated Statement of Financial Position of Abengoa Solar at 31/12/2010 and 31/12/09
- Figures in thousands of euros -
Assets
Note (1)
31/12/2010
31/12/2009
A. Non-current Assets
I.
Other intangible assets
Provisions and depreciation
Intangible Assets
II.
Property, plant and equipment
Intangible assets
III. Fixed Assets in Projects
4
90.584
(53.822)
36.762
69.583
(44.055)
25.528
5
181.898
(72.993)
108.905
96.905
(62.871)
34.034
6
53.218
(7.521)
1.589.608
(30.738)
1.604.567
53.355
(5.528)
925.079
(17.842)
955.064
Investments in associates
Financial assets available for sale
Financial accounts receivables
Derivative financial instruments
IV. Financial Investments
7
10
12
11
6.615
0
138.070
31.023
175.708
4.829
172
12.775
13.763
31.539
V. Deferred Tax Assets
20
60.981
93.497
1.986.923
1.139.662
8
26.804
32.149
12
69.994
107.112
177.106
40.151
105.936
146.087
To Total Non-current Assets
C. Current Assets
I.
Inventories
II.
Trade receivables for sales and services
Credits and other receivables
Clients and Other Receivables
Financial accounts receivables
III. Financial Investments
10
12
11
329.610
3.263
332.873
52
179.336
194
179.582
IV. Cash and Cash Equivalents
13
220.425
79.840
757.208
437.658
2.744.131
1.577.320
Total Current Assets
Total Assets
(1) Notes 1 to 35 and Appendices I to X are an integral part of these Consolidated Financial Statements at 31 December, 2010.
6
3
Consolidated Statement of Financial Position of Abengoa Solar at 31/12/2010 and 31/12/09
Shareholders' Equity and Liabilities
Notes (1) 31/12/2010
A. Capital and Reserves
31/12/2009
(22.752)
2.462
I.
Share Capital
21
12.060
12.060
II.
Parent company reserves
22
(34.006)
13.175
III. Other reserves
23
(40.044)
(32.363)
At fully or proportionally consolidated companies
IV. Translation differences
24
(4.934)
(4.934)
(10.366)
(10.366)
V. Other equity instruments
21
93.117
101.644
VI. Retained earnings
25
(48.945)
(81.688)
B. Non-controlling interest
26
50.874
195
28.122
2.657
14
1.192.823
821.406
707
211.359
12.025
28
224.119
Total Equity
C. Non-current Liabilities
I.
Long-term non-recourse Financing (Project Finance)
II.
Bank loans
Loans with related companies
Other loans and borrowings
Finance lease liabilities
Corporate Financing
15
12.175
532.129
45.642
32
589.978
III. Grants and Other Liabilities
16
9.844
7.958
IV. Provisions for Other Liabllities and Expenses
18
10.764
2.397
V. Deriviative Financial Instruments
11
58.055
41.873
VI. Deferred Tax Liabilities
20
7.878
10.451
VII. Employee Benefits
35
3.640
54
1.872.982
1.108.258
14
140.510
64.231
15
1.310
16.883
14.909
16
33.118
909
18.127
4.130
14
23.180
III. Trade Payables and Other current liabilities
17
654.293
374.613
IV. Current Tax Liabilities
20
12.375
4.381
V. Derivative Financial Instruments
11
2.731
0
843.027
466.405
2.744.131
1.577.320
Total Non-current Liabilities
E. Current Liabilities
I.
Short-term non-recourse Financing (Project Finance)
II.
Bank loans
Other loans and borrowings
Finance lease liabilities
Corporate Financing
Total Current Liabilities
Total Equity and Liabilities
7
3
b)
Consolidated Income Statement
8
3
Consolidated Income Statement of Abengoa Solar for the years ended December 31, 2010 and 2009
Nota (1)
Revenue
Change in inventories of finished goods and work in progress
Other operating income
Raw materials and consumables used
Employee benefit expenses
Depreciation, amortisation and impairment
Research & Development costs and impairment charges
Other operating expenses
I.
27
28
29
30
30
Operating Profit
Financial income
Financial expenses
Net exchange differences
Other net finance income/expenses
II.
31
31
32
Finanace cost net
III. Share of Profits of Associates
7
IV. Profit/(Loss) before Income Tax Expense
Corporate Income Tax
20
V. Profit/(loss) for the year from Continuing Operations
Profit attributable to non-controlling interests from continuing operations
26
VII. Profit/(Loss) for the year attributable to Parent Company
Number of ordinary shares outstanding (thousands)
VII. Earnings per share from continuing operations atributable to the
equity holders of company during the year (€ per share)
33
31/12/2010
31/12/2009
168.149
(1.922)
45.290
(79.647)
(32.058)
(41.291)
(8.791)
(20.815)
115.924
(15.235)
38.629
(80.087)
(22.343)
(84.507)
(11.661)
(3.654)
28.915
(62.934)
9.333
(52.639)
(610)
10.839
2.002
(31.680)
(40)
(13.583)
(33.077)
(43.301)
487
189
(3.675)
(106.046)
(9.074)
45.393
(12.749)
(60.653)
1.890
459
(10.859)
(60.194)
9.765
989
(1,1)
(60,9)
9
3
c)
Consolidated Statement of Comprehensive Income
10
3
Consolidated Statement of Comprehensive Income of Abengoa Solar for the years ended December 31, 2010 and 2009.
Notes (1)
31/12/2010
31/12/2009
(12.749)
(60.653)
23
(16.036)
5.432
4.825
(5.779)
1.639
(2.955)
(492)
(1.808)
23
5.042
(1.512)
3.530
1.619
1.030
(795)
1.854
(2.249)
46
(14.998)
(60.607)
1.890
459
(13.108)
(60.148)
A. Consolidated Profit/Loss) after Tax
I.
Fair Value of Cash-Flow Hedges
Currency Translation Differences
Tax effect
Net Income/(Expenses)
24
Fair Value of Availabel-for-sale Financial Assests
Fair Value of Cash-Flow Hedges
Tax effect
II. Transfers to Income Statement
B. Other Comprehensive Income
C. Total Comprehensive Income (A + B)
Total Comprehensive Income Attributable to Non-controlling Interests
D. Total Comprehensive Income attributable to Parent Company
26
11
3
d)
Consolidated Statement of Changes in Equity
12
3
Consolidated Statement of Changes in Equity of Abengoa Solar for the years ended December 31, 2010 and 2009.
Attributable to the Owners of the Company
Share Capital
Noncontrolling
Interest
Total
Total
Equity
(Notes 21,22 & 23)
(32.691)
(Note 24)
(7.411)
(Note 25)
(7.333)
(35.375)
-
-
-
(60.194)
(60.194)
(459)
(60.653)
-
1.619
2.669
(1.287)
(2.955)
-
-
1.619
2.669
(2.955)
(1.287)
-
1.619
2.669
(2.955)
(1.287)
II. Other Comprehensive Income
-
3.001
(2.955)
-
46
-
46
III. Total Comprehensive Income (I + II)
-
3.001
(2.955)
(60.194)
(60.148)
(459)
(60.607)
Distribution of 2008 profit
Convertible loan
IV. Transactions with Owners
-
10.502
101.644
112.146
-
(10.502)
(10.502)
101.644
101.644
-
101.644
101.644
V. Other Movements of Equity
-
-
-
(3.659)
(3.659)
(2.316)
(5.975)
A. Balance at 31 December, 2009
I. Consolidated Profit/(Loss) after Tax
Fair Value of Financial Assest Available-for-sale
Fair Value of Cash-flow Hedges
Currency Tranlation Differences
Tax effect
(Note 21)
12.060
Accumulated
Currency Translation Retained Earnings
Difference
Reserves & Other
Reserves
(Note 26)
2.970
(32.405)
B.Balance at 31 December, 2009
12.060
82.456
(10.366)
(81.688)
2.462
195
2.657
C. Balance at 1 January, 2010
12.060
82.456
(10.366)
(81.688)
2.462
195
2.657
I. Profit/ (loss) before Income tax expenses
-
-
-
(10.859)
(10.859)
(1.890)
(12.749)
Fair Value of Cash-flow Hedges
Convertible loan
Tax effect
-
(10.994)
3.313
5.432
-
-
-
(10.994)
5.432
3.313
II. Other Eomprehensive Income
-
(7.681)
5.432
-
(10.994)
5.432
3.313
(2.249)
-
(2.249)
III. Total Comprehensive Income (I + II)
-
(7.681)
5.432
(10.859)
(14.998)
-
(47.181)
(8.527)
(55.708)
-
47.181
47.181
-
(8.527)
(8.527)
V. Other Movements of Equity
-
-
-
(3.579)
(13.108)
(8.527)
(8.527)
(3.579)
(1.890)
Distribution of 2009 profit
Convertible loan
IV. Transactions with Owners
52.569
48.990
(4.934)
(48.945)
(22.752)
50.874
28.122
D.Balance at 31 December, 2010
12.060
19.067
13
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e)
Consolidated Cash Flow Statement
14
3
Consolidated Cash Flow Statement of Abengoa Solar for the years ended December 31, 2010 and 2009.
Note (1)
I. Consolidated after Tax Profit
Non-monetary adjustments:
Depreciation, amortisation, provisions and impairment charges
Gain/loss on financial assets available for sale
Finance income/expenses
Share of loss/ (profit) from associates
Income tax
Foreign exchange losses/ (gains) and other non-monetary items
31/12/2010 31/12/2009
(12.749)
(60.653)
41.291
33.077
(487)
9.074
-
84.507
(1.748)
43.181
(189)
(45.393)
695
70.206
20.400
(2.976)
(35.872)
159.411
(14.380)
(14.194)
(47.092)
38.351
19.038
III. Variations in Working Capital
106.183
(3.897)
Income tax received/ paid
Interest received/ paid
IV. Cash generated from Operations
14.257
(17.720)
(3.463)
(3.340)
(31.050)
(34.390)
A. Net Cash Flows from Operating Activities
172.926
(17.887)
(779.724)
(21.540)
(85.680)
(339.204)
(30.831)
-
(886.944)
(370.035)
21.512
650
1.760
64
7.983
22.162
9.807
(864.782)
(360.228)
505.987
(57.251)
339.783
(8.921)
50.057
309.421
(3.851)
26.307
101.644
-
C. Net Cash Flows from Financing Activities
829.655
433.521
Net Increase/Decrease in Cash and Cash Equivalents
137.799
55.406
79.840
2.786
24.315
119
220.425
79.840
30
31 & 32
7
20
II. Cash generated by Operations
Inventories
Clients and other receivables
Suppliers and other payable accounts
Other current assets/liabilities
Intangible assets
Acquisitions of subsidiary
5 & 6
4 & 6
I. Investments
Group, multi-group and associated companies
Intangible assets
Other assets/liabilities
5 & 6
4 & 6
II. Disposals
B. Net Cash Flows from Investing Activities
Income from loans and borrowings
Repayment of loans and borrowings
Income/repayments from corporate financing
Other financing activities / convertible loan
Contributions of non-controlling interests
Cash or cash equivalents and bank overdrafts at beginning of year
Translation differences cash or cash equivalent
13
Cash and Cash Equivalents at End of Year
15
3
f)
Notes to the Consolidated Annual Accounts
16
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Contents
Notes
Note 1.- General Information and Activities
18
Note 2.- Summary of Key Accounting Policies
22
Note 3.- Accounting Estimates and Opinions
64
Note 4.- Intangible Assets.
69
Note 5.- Property, Plant and Equipment.
71
Note 6.- Fixed Assets in Projects
76
Note 7.- Investments in Associated Companies
82
Note 8.- Inventories
83
Note 9.- Financial Risk Management and Information on Financial Instruments
86
Note 10.- Financial Assets Available for Sale
94
Note 11.- Derivative Financial Instruments
95
Note 12.- Clients and Other Receivables Accounts
103
Note 13.- Cash and Cash Equivalents
106
Note 14.- Non-recourse Financing
107
Note 15.- Corporate Financing
112
Note 16.- Grants and Other Liabilities
115
Note 17.- Trade and Other Payables
116
Note 18.- Provisions and Contingent Liabilities
119
Note 19.- Third-Party Guarantees and Commitments
120
Note 20.- Tax Situation.
122
Note 21.- Share Capital
127
Note 22.- Parent Company Reserves
128
Note 23.- Other Reserves
130
Note 24.- Translation Differences
131
Note 25.- Retained Earnings
131
Note 26.- Non-controlling Interests
132
Note 27.- Revenue
135
Note 28.- Other Operating Income
135
Note 29.- Employee Benefit Expenses
136
Note 30.- Depreciation, Amortization, Impairment Charges and Other Operating Expenses
136
Note 31.- Financial Income and Expenses
141
Note 32.- Other Net Financial Income and Expenses
141
Note 33.- Earnings per Share
142
Note 34.- Financial Information by Segment
143
Note 35.- Other Information
147
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Notes to the Consolidated Annual Accounts
Note 1.- General Information and Activities
1.1.
General Information
Abengoa Solar, S.A. is the parent of a group of companies (hereinafter, Abengoa Solar or Group),
which, at the 2010 year end, was formed by 313 companies: the parent company itself, 293
subsidiaries, 7 associated companies and 10 joint ventures. Likewise, Group companies were
participating in 3 temporary joint ventures (UTEs). Additionally, Group companies held interests of
less than 20% in other companies.
Abengoa Solar, S.A., was incorporated in Spain on 18 December, 2006 under the name Solúcar
Solar, S.A., which was changed to the present corporate name on 3 September, 2007. It is registered
in the Seville Companies Register, Folio 1-9, Volume 4,568, Sheet No. SE-71,375, 2nd entry and holds
tax identification code A-916809982. Until the 2009 year end, its registered office was in Seville, at
Avenida de Buhaira, 2, On 25 January, 2010, the Board of Directors of Abengoa resolved to move
the registered office within the municipal area of Seville and the company’s registered office was
entered in the Companies Register as Campus Palmas Altas, Parcela ZE-33, Palmas Altas, 41012
Seville, with the resulting amendment of article 2 of the Bylaws.
The controlling shareholder of Abengoa Solar is Abengoa, S.A. (a listed company), which holds
99.99% of the shares and is, in turn, a subsidiary of Inversión Corporativa, S.A. The consolidated
annual financial statements of Inversión Corporativa, S.A are filed at the Companies Registry of
Madrid, where its registered office is located.
The balances and transactions that refer to related companies refer to those companies that,
although they do not form part of the Abengoa Solar consolidated group, are consolidated with
Abengoa, S.A. and Inversión Corporativa, S.A. These balances and transactions are not, therefore,
eliminated in the consolidation process.
The Board of Directors of Abengoa, S.A. met on 23 February, 2011 to formulate the consolidated
annual financial statements of Abengoa, S.A., the Group parent, for 2010. Said financial statements
are filed at the Seville Companies Registry.
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According to its Bylaws, the corporate purpose of the company Abengoa Solar, S.A. is the
organisation and exploitation of businesses and activities related to the promotion of the use of
renewable energy sources or improvements in the energy efficiency of industrial processes in the
fields of Solar Energy, Environment and Industry, including the research and development of
applications, technologies and materials, the design, manufacture, construction, operation and
maintenance of related installations, the import and marketing of these products or derivatives
thereof, together with advisory and support services, including financial, economic, legal and
business organisation services, control and tax auditing services, human resource services and
information, commercial management, supply and risk management services.
These Consolidated Annual Financial Statements were formulated by the Board of Directors of 10
March, 2011 and are expected to be approved by the Shareholders’ Meeting without any changes.
All
public
documentation
on
Abengoa
Solar
can
be
consulted
on
our
website,
www.abengoasolar.com.
1.2.
Activities
Abengoa Solar develops and applies solar energy technologies to combat climate change and ensure
sustainable development through its own thermosolar and photovoltaic technologies.
For more than 20 years, Abengoa, S.A. has been investing
in solar project research and
development and subsequently created the Abengoa Solar business group, which engages in the
promotion, construction and operation of electricity plants and solar installations and the
development and marketing of the technologies necessary to do so (R&D).
The activities of Abengoa Solar are based on the design, development, engineering supervision,
construction and operation of electricity plants and solar energy installations. The Group is present in
two principal markets: Spain and the United States, with important international expansion through
its participation in the construction of plants in Algeria and Abu Dhabi. The Group is currently
betting on entering other markets.
Abengoa Solar has developed knowledge of different types of solar energy:
19
3
-
In the thermosolar branch, the Group builds thermosolar plants using tower and paraboliccylinder technologies and solar-cycle hybrid combined plants for electricity generation, while, for
personalized industrial installations, it uses parabolic-cylinder technology.
-
In the photovoltaic area, it constructs electricity plants with different configurations: fixed plants
with tracking (on one or two axes) and photovoltaic concentration. In addition, the Group
applies its technology in one-off projects, such as roofs and the integration into buildings.
Moreover, the Group is involved in developing projects of its own and projects in collaboration with
research institutes of recognized prestige worldwide. The Group works to develop more efficient
solar technologies.
In addition to the sales of solar energy generated by the plants it operates, the Group generates
income through the sale of certain key manufactured components for solar energy generation using
parabolic-cylinder and photovoltaic technology (for example, structure, mirrors, parabolic-cylinder
technology receivers or photovoltaic panels).
Promotion and Supervision of the Construction of Solar Energy Plants
The Group handles the promotion, design, engineering supervision, construction and start-up of its
solar plants and the construction of solar plants for third parties.
The promotion process for solar energy plants involves primarily: seeking partners and/or investors,
seeking financing, choosing a site, surface rights, obtaining solar resources, administrative processes
and obtaining the relevant authorisations and connection to the grid.
The construction of the plants is carried out by a builder, which is usually a related company, under a
turnkey contract, at market price. On occasions, the Group participates in temporary joint ventures
under turnkey contracts. Abengoa carries out a large part of the engineering work (research and
development of the technology and supervision of the plant construction, together with the startup).
The construction process of a parabolic-cylinder solar plant requires an approximate period of
between 18 and 36 months, depending on the size of the plant and whether or not it is able store
the solar energy. The construction process of a photovoltaic plant is generally shorter, approximately
6 months.
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Operating and maintaining plants
This activity includes the production and sale of electricity and the operation and maintenance of
solar energy plants. Once the plants come into operation, they can begin to generate income by the
sale of the energy produced. The production level and electricity price are two factors that have a
direct effect on the amount of income generated by the plants.
The mechanisms used to determine the electricity selling price vary in accordance with the legislation
applicable to the plant location and include regimes based on regulated tariffs and those in which a
tariff is fixed for each project. Once the plant is operational, the Group also supplies materials, tools
and workers for plant maintenance work.
Income from this business activity comes from the sale of energy.
Development of new technologies (R&D)
An important part of growth strategy is seeking, developing and innovating projects, which allows
the Group to develop technologies that can be applied to the solar sector, while costs are reduced
and solar technology is helped to come closer to conventional technologies in terms of costs. The
Group’s development activities are carried out in the Excellence Centres in Spain and the United
States, in addition to collaborating with leading-edge research centres worldwide, including
universities and technological institutions.
The following table provides a detailed summary of the Group’s projects in operation and under
construction:
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3
Project
PS10
PS20
Solnova 1
Solnova 3
Solnova 4
Helioenergy 1
Helioenergy 2
Solaben 2
Solaben 3
Helios 1
Helios 2
Solacor 1
Solacor 2
Solana
Company
Type
Mw
Tariff
type
Tower
Tower
Parabolic Cylinder Collector
11
20
50
50
50
50
50
50
50
50
50
50
50
280
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
M / RT
RT
Technology
Country
Location
Status
Operation (O) Construction (C)
Start of
operations
Estimated
years in
operation
Financing (project
finance -PF- or own
resources -OR-)
Sevilla
Seville
Seville
Seville
Seville
Écija
Écija
Cáceres
Cáceres
Ciudad Real
Ciudad Real
Córdoba
Córdoba
Arizona
(O)
(O)
(O)
(O)
(O)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
2007
2009
2010
2010
2010
2011
2012
2012
2012
2012
2012
2012
2012
2013
25
25
30
30
30
30
30
30
30
30
30
30
30
30
PF
PF
PF
PF
PF
PF
PF
PF
PF
PF
PF
PF
PF
PF
Sanlúcar Solar S.A.
Solar Processes S.A.
Solnova Electricidad S.A.
Solnova Electricidad Tres S.A.
Solnova Electricidad Cuatro S.A.
Helio Energy Electricidad Uno S.A.
Helio Energy Electricidad Dos S.A.
Solaben Electricidad Dos, S.A.
Solaben Electricidad Tres, S.A.
Helios I Hyperion Energy Investments S.L.
Helios II Hyperion Energy Investments S.L.
Solacor Electricidad Uno S.A.
Solacor Electricidad Dos S.A.
Arizona Solar One
Termosolar
Termosolar
Termosolar
Termosolar
Termosolar
Termosolar
Termosolar
Thermosolar
Thermosolar
Thermosolar
Thermosolar
Thermosolar
Thermosolar
Thermosolar
Shams - 1
Shams Power Company PJSC (1)
Thermosolar
100
RT
Sevilla Pv
Casaquemada
Linares
Las Cabezas
Copero 1 - 10
Fotovoltaica Solar Sevilla S.A.
Casaquemada Fotovoltaica S.L.
Linares Fotovoltaica S.L.
Las Cabezas Fotovoltaica S.L.
Copero Solar Huerta Uno a Diez S.A.
Photovoltaic
Photovoltaic
Photovoltaic
Photovoltaic
Photovoltaic
2-axis tracking
2-axis tracking
2-axis tracking
1-axis tracking
2-axis tracking
1,2
1,9
1,9
5,2
1
RT
RT
RT
RT
RT
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
United States
United Arab
Emirates
Spain
Spain
Spain
Spain
Spain
-
-
-
-
-
Abu Dhabi
(C)
2012
30
PF
Seville
Seville
Jaen
Seville
Seville
(O)
(O)
(O)
(O)
(O)
2006
2008
2008
2008
2007 / 2008
25
25
25
25
20
PF
PF
PF
PF
PF
Spain
Seville
In operation
2009
-
OR
Spain
Seville
In operation
2009
-
OR
-
Spain
Seville
In operation
2009
-
OR
-
Spain
Seville
In operation
2010
-
OR
-
-
Spain
Seville
In operation
2008
-
OR
-
-
United States
Colorado
In operation
2009
-
OR
Solar Technologies Demonstration Projects
Eureka
Abengoa Solar New Technologies
Planta GDV
Tes PS10
Hercules
Photovoltaic
Laboratory
Cameo
Abengoa Solar Inc.
I+D+i Termosolar High-temperature tower
Direct vapour generation parabolic
cylinder technology
I+D+i Termosolar Thermal storage in molten salts
I+D+i
Hydrogen production using solar
Fotovoltáico
energy
I+D+i
Test of FV materials
Fotovoltáico
I+D+i Termosolar
I+D+i Inst. Solares
Solar thermal installation
Industriales
(1)Percentage interest of Abengoa of 2% (see Appendix II attached)
Tariff types:
RT
Regulated tariff (fixed)
M
Market price
The Group is currently operating a total of 193 MW (43 MW in 2009).
The difference between the figures for the years 2010 and 2009 is primarily because three paraboliccylinder thermosolar plants (Solnova 1, 3 and 4) came into operation in 2010. In addition, the
construction of seven new plants commenced in 2010 and the construction of four thermosolar
plants continued.
Note 2.- Summary of Key Accounting Policies
The key accounting policies adopted in preparing the Consolidated Annual Financial Statements are
described below:
2.1.
Basis of presentation
The Consolidated Annual Financial Statements at 31 December, 2010 have been prepared in
accordance with International Financial Reporting Standards adopted for use in the European Union
(hereinafter, IFRS-EU).
Unless otherwise stated, the policies mentioned in this Note have been applied consistently to all the
years presented in these Consolidated Annual Financial Statements.
22
3
In general, the Consolidated Annual Financial Statements have been prepared on a historical cost
basis, except for those headings for which the aforementioned Standards expressly mention a
different mandatory measurement criterion.
The preparation of financial statements under IFRS-EU requires the use of certain critical accounting
estimates. It also requires Management to exercise its judgement in the process of applying the
accounting policies of Abengoa Solar. Note 3 mentions the areas that involve a higher degree of
complexity and the areas where the assumptions and estimates are most significant.
The figures contained in the documents that comprise the Consolidated Annual Financial Statements
(Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated
Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated
Statement of Cash Flows and the Notes to the Consolidated Annual Financial Statements) are
expressed in thousands of euros unless otherwise stated.
All the Group companies have their year end at 31 December.
Unless otherwise stated, the percentage interest in the share capital of the companies includes both
direct and indirect holdings.
For a better understanding of the Consolidated Annual Financial Statements, the name of the
heading “Borrowings and Loans” in the Statement of Financial Position of the Consolidated Annual
Financial Statements for the preceding year has been changed to the new name of “Corporate
Financing”. Likewise, regroupings have been made under the Corporate Financing and Trade and
Other Receivables headings and a separate heading has been created for Grants and Other Liabilities
in the Consolidated Statement of Financial Position for 2010 and 2009.
2.1.1
Going-concern Principle
These Group Consolidated Annual Financial Statements show, at 31 December, 2010, equity of
28,122 thousand euros (2,657 thousand euros at 31 December, 2009), a loss of 10,859 thousand
euros attributed to the parent company (a loss of 60,194 thousand euros at 31 December, 2009)
and negative working capital of 85,819 thousand euros (negative working capital of 28,747
thousand euros at 31 December, 2009). These Consolidated Statements have been prepared under
the going-concern principle, taking the following circumstances and mitigating factors into account:
23
3
-
The negative working capital and loss are primarily due to the solar plant project operation
activity, which currently has a significant portfolio of projects in progress. During their
construction phase, these projects are financed by own funds, loans and borrowings and funds
for settling short-term payables to suppliers and creditors for construction of the plants. Once
these assets come into operation, they will generate stable cash flows.
-
The support of the majority shareholder is demonstrated by the financing obtained through the
net debt received from Abengoa, S.A. through the Centralised Treasury System, recognized as
“Loans with Related Companies” under the Corporate Financing heading (see Note 15) and as
“Credits with related companies” under Financial Receivables with Related Companies under
the Financial Receivables heading (see Note 12), a net amount of 445,099 thousand euros of
which had been drawn at the 2010 year end. In addition, the Group has financed itself through
a convertible loan of 110,000 thousand euros from said company approved in the year 2009, as
described in Note 21.
2.1.2 Changes and amendments to accounting standards
The IASB has recently approved and published certain accounting standards, amendments to
standards that were already in force and IFRIC interpretations. In this respect, the Group has
adopted the following measures:
a) Standards, amendments and interpretations mandatory for all annual periods commencing 1 January,
2010 applied by the Group:
‐
IFRS 3 (amended) “Business Combinations” and the resulting amendments to IAS 27 “Consolidated
and Separate Financial Statements” and IAS 31 “Interests in Joint Ventures” (which it is mandatory
to apply, prospectively, to all business combinations the acquisition date of which is after the
commencement of the first annual period starting on or after 1 July, 2009).
The amended standard maintains the acquisition method for business combinations, although it
introduces important changes in comparison with the former standard. For example, all payments for
acquisition of a business are recognized at their fair value at the acquisition date and contingent
payments classified as liabilities are measured at each year end at their fair value, recognising the
changes in the profit and loss account. An accounting policy option applicable at the level of each
business combination is introduced, consisting of measuring non-controlling interests at fair value or
at the proportional amount of the net assets and liabilities of the business acquired. All transaction
costs are recognized as expenses. The Group has adopted IFRS 3 (amended) prospectively for all
business combinations as from 1 January, 2010.
24
3
‐
IAS 27 (amended), “Consolidated and Separate Financial Statements”. The amended standard
requires that the effects of all transactions with non-controlling interests be recognized in equity if
no change in control takes place, meaning that these transactions no longer generate goodwill or to
losses or gains. The standard also establishes an accounting procedure for when control is lost. Any
residual interest maintained in the entity is remeasured at fair value and a gain or loss is recognized
in profit and loss. As stated in Note 2.2.2 below, the Group has applied IAS 27 (amended)
prospectively to all transactions with non-controlling interests as from 1 January, 2010.
‐
IFRS 2 (amended), “Group Cash-Settled Share-Based Payment Transactions”. The amendments to
IFRS 2 provide a clear basis for determining the classification of share-based payment in the
consolidated and separate financial statements. The amendments incorporate IFRIC 8 “Scope of IFRS
2” and IFRIC 11 “IFRS 2 – Group and Treasury Share Transactions” into IFRS 2. They also expand the
guide of IFRIC 11 for the treatment of agreements between entities in a group that were not
considered in this Interpretation. In this respect, the amended IFRS 2 covers share-based payments
settled in cash made by a group company that does not hold contracts with the employees receiving
the payments. The Group has adopted the amendment to IFRS 2 prospectively as from 1 January,
2010, with no significant effect on the Consolidated Annual Financial Statements for the year.
‐
IFRIC 12, “Service Concession Arrangements”. This interpretation affects public-private service
concession arrangements where the grantor regulates the services which the grantee must provide
using the infrastructure and to whom and at what price the service must be provided, controlling
any significant residual interest in the infrastructure at the end of the term of the arrangement.
According to this interpretation, the infrastructure used in the concession may be classified as a
financial asset or an intangible asset, depending on the nature of the payment rights fixed in the
arrangement.
Regulation EC 254/2009 of 25 March made this interpretation mandatory for European companies,
at the latest, from the starting date of the first annual period after 29 March, 2009. Therefore, the
Group has adopted it as from 1 January, 2010.
According to this interpretation, the activities of the construction of the installation and its
subsequent operation and maintenance can be recognized separately in the accounting. It thus
recognizes the completely different business nature of the two activities and the existence of clearly
distinguishable business risks and rewards that must be recognized and measured separately.
25
3
Thus, the infrastructure construction activity and the results thereof must be recognized in
accordance with the applicable accounting method, while the operation and maintenance activity
must be recognized in accordance with the terms of its execution and the generation of effective
collection rights in favour of the grantee for provision of the services when the latter materialise as
such.
To apply this interpretation, the specific aspects of the holder of the concession must be taken into
account, provided that they meet the requirements that the definition of a concession arrangement
includes, basically delimited by the following two substantial aspects: a) the existence of an
infrastructure controlled by the grantor; and b) the operation of said infrastructure implies the
provision of a public service of an economic nature that may be operated in exchange for a price.
At the date of the first application of IFRIC 12, Abengoa Solar Management, together with the
Management of Abengoa, S.A. (parent company), made an analysis a certain agreements held by
Abengoa Solar and identified infrastructures which might potentially be classified as service
concession arrangements. These were thermosolar plants in Spain to which the special regime of RD
661/2007 was applied and which were entered in the Pre-Assignment Register in November 2009.
By mutual agreement with the regulatory body of the Spanish securities market, the Corporate
Management of Abengoa, S.A. decided to go into further depth with the analysis and delay the
application of IFRIC 12 in the accounting, to extent that this new accounting interpretation does not
yet have any precedents in other listed companies with similar installations and, especially, because,
at the 2010 year end, the arguments that support the application of this interpretation to the
accounting had not been fully verified and approved by the regulatory body, particularly in respect of
the nature of the public service provided by the thermosolar activity in Spain by entities to which the
special regime of RD 661/2007 is applied and which are registered in the Pre-assignation Register.
‐
IFRIC 15, “Agreements for the Construction of Real Estate” (applicable for annual periods
commencing on or after 1 January, 2010). This interpretation clarifies the conditions under which
revenue derived from agreements for the construction of real estate should be recognized and, in
particular, whether said agreements fall within the scope of IAS 11”Construction Contracts” or IAS
18 “Revenue”. The Group has adopted IFRIC 15 prospectively as from 1 January, 2010, with no
significant effect on the Consolidated Annual Financial Statements for the year.
26
3
- IAS 39 (amended), “Eligible Hedged Items” (mandatory for all annual periods commencing on or
after 1 July, 2009 and must be applied retroactively). This amendment makes two important changes
to IAS 39. Firstly, in prohibits the designation of inflation as an eligible component for hedging in a
fixed-rate debt. Secondly, when hedging a unilateral risk with options, it prohibits the inclusion of
the time value in the risk hedged.
As stated in Note 9 below, the general interest rate hedging policy is based on contracting options in
exchange for a premium (purchase of call option) whereby the company entering into the contract
ensures payment of a maximum fixed-interest rate.
The standard establishes that the intrinsic value and the time value of an option contract must be
separated and that only the change in the intrinsic value may be designated as a hedging
instrument, while the change in the time value is excluded. Therefore, only the intrinsic value of the
options purchased may be designated as a hedging instrument recognising the effect in equity, while
the changes in the time value of the options are recognized in the Consolidated Income Statement.
The intrinsic value of an option is defined as the result that would be obtained if exercised at a given
moment, i.e. the difference between the market value of the underlying asset and the strike price of
the option.
The application of this standard represents a change in the designation of hedges and, therefore,
there is no change in the valuation of the financial instrument. The Group has applied IAS 39
(amended) considering that the impact on the figures for the year 2009 is not significant and,
therefore, it has not re-expressed the consolidated figures for 2009 for the purposes of comparison,
given that the effect on equity in previous years totals 971 thousand euros, net of the tax effect,
which has been presented as a movement on Retained Earnings in 2010. If the Consolidated Annual
Financial Statements had been re-expressed to include the effect of IAS 39 (amended), this would
have meant an increase of 2,021 thousand euros, net of the tax effect, in the loss under the initial
Retained Earnings heading at 1 January, 2009 and a decrease of 1,050 thousand euros, net of the
tax effect, in the Consolidated Loss after Tax for the year 2009.
‐
Improvements Project for 2009, published in April 2009 by the IASB, which amends IFRS 2, 5 and 8
and IAS 1, 7, 17, 18, 36, 38 and 39, as well as IFRICs 9 and 16. The amendments introduced under
this improvement project are mandatorily applicable for annual periods beginning on or after 1
January 2010, with exception of amendments to IFRS 2 and IAS 38, which are applicable to annual
periods starting on or after 1 July 2009.
27
3
The application of these amendments and revisions has no significant effect on the Group’s Consolidated
Financial Statements, except as stated in the Notes thereto.
b) Standards, amendments and interpretations mandatory for all annual periods commencing on or after 1
January, 2010 that are not applicable to the Group:
‐
IFRS 5 (amended), “Non-current Assets Held for Sale and Discontinued Operations” (and the
related amendment of IFRS 1 “First Time Adoption of IFRS”, mandatory for all annual periods
commencing on or after 1 July, 2009).
‐
IFRIC 16, “Hedges of a Net Investment in a Foreign Operation”. (mandatory for all annual periods
commencing on or after 30 June, 2009).
‐
IFRIC 17, “Distributions of Non-cash Assets to Owners”. This interpretation is part of the IASB’s
Annual Improvements Project published in April 2009 (mandatory for all years commencing on or
after 1 July, 2009).
‐
IFRIC 18, “Transfers of Assets from Customers” (mandatory to apply prospectively to all transfers
of assets from customers received on or after 1 July, 2009).
The application of these amendments and revisions has no significant effect on the Group’s Consolidated
Annual Financial Statements.
c) Standards, amendments and interpretations available for early adoption for annual periods commencing
on or after 1 January, 2010:
‐
IAS 32 (amended), “Classification of Rights Issues” (applicable to annual periods commencing on or
after 1 February, 2010).
‐
IFRS 1 (amended), “Limited Exemption for First-time Adopters from the comparative information
required by IFRS 7” (applicable to annual periods commencing on or after 1 July, 2010).
‐
IAS 24, “Related Party Disclosures” (applicable to annual periods commencing on or after 1 January,
2011).
28
3
‐
IFRIC 14 (amended), “Prepayments of a Minimum Funding Requirement” (applicable to all annual
periods commencing on or after 1 January, 2011)
‐
IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments” (applicable to all annual periods
The new amendments or interpretations are not expected to have a significant effect on the Group’s
Consolidated Annual Financial Statements.
d) Standards, amendments and interpretations of existing standards that have not been adopted by the
European Union:
At the date of preparation of these Consolidated Financial Statements, the IASB and the IFRIC had published
the following standards, amendments and interpretations which are not mandatory for annual periods
commencing on 1 January, 2010:
‐
IFRS 9, “Financial Instruments” (applicable for annual periods commencing on or after 1 January,
2013).
‐
IFRS 7 (amendment), “Disclosures – Transfers of Financial Assets (applicable to annual periods
‐
IAS 12 (amended), “Deferred Tax: Recovery of Underlying Assets” (applicable to annual periods
commencing on or after 1 January, 2012).
‐
2010 Improvements Project. The Improvements Project for 2010 amends six standards (IFRS 1, IFRS
3, IFRS 7, IAS 1, IAS 27 and IAS 34) and IFRIC 13. The amendments generally apply to annual periods
commencing on or after 1 January, 2011, although early adoption is permitted.
2.2.
Consolidation
2.2.1. Consolidation Principles
In order to present the information on a consistent basis, the parent company’s valuation principles
and standards have been applied to all companies included in the consolidation. The methodology
used to translate the annual financial statements of foreign companies is described in Note 2.22.
The subsidiaries, associates and joint ventures / temporaryconsortia included in the consolidation in
2010 (2009) are shown in Appendix I (VI), II (VII) and III (VIII), respectively.
29
3
a)
Subsidiaries
Subsidiaries are all those companies in which Abengoa Solar has the power to govern their
financial and operating policies so as to obtain benefits from their activities.
Control is presumed when more than half of the voting rights of the entity are held, either
directly or indirectly through other subsidiaries, except under circumstances where it can be
clearly proven that such possession does not imply control.
Control will also exist when half or less of the voting right in an entity are held as well as:
-
power over more than one half of the voting rights by virtue of an agreement with other
investors, or
-
power to govern the financial and operating policies of the entity under a statute, the Bylaws
or some kind of agreement, so as to obtain benefits from its operations ; or
-
power to appoint or remove the majority of the members of the Board of Directors or
equivalent governing body when the entity is governed thereby; or
-
power to cast the majority of votes at a meeting of the Board of Directors or equivalent
governing body when the entity is governed thereby.
When the Group ceases to hold control, joint control or a significant influence, any interest
retained in the entity is recalculated to obtain its fair value, recognising the change in the net
amounts in profit and loss. The fair value is the initial net value for the purposes of subsequent
recognition of interests retained in an associated company, joint ventures or financial assets.
Furthermore, any other amount previously recognized in the Statement of Comprehensive
Income with respect to said entity is recognized as if the Group had disposed of the related
assets or liabilities. This could mean that amounts previously recognized in the Statement of
Comprehensive Income are reclassified to profit and loss.
Subsidiaries are fully consolidated as from the date on which control is transferred to the Group
and are excluded from the consolidation on the date that said control ceases.
30
3
The Group accounts for the acquisition of subsidiaries using the acquisition method. The
consideration transferred for the acquisition of a subsidiary corresponds to the fair value of the
assets transferred, the liabilities incurred and the equity instruments issued by the Group. The
consideration transferred also includes the fair value of any asset or liability that comes from a
contingent consideration agreement. Acquisition-related costs are recognized as expenses in the
years in which they are incurred. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are initially measured at their fair value at the
acquisition date. For each business combination, the Group may choose to recognize any noncontrolling interest in the acquiree at fair value or for the proportional part of the noncontrolling interest in the acquiree’s net identifiable assets.
Investments in subsidiaries are recognized at cost less accumulated impairment. The cost is
adjusted to reflect any changes in the amount of the consideration resulting from variations in
the contingent consideration. Cost also includes costs directly attributable to the investment.
Goodwill is measured as the amount by which the consideration transferred plus the amount of
any non-controlling interest in the acquiree plus the fair value at acquisition date of the interest
previously held by the acquirer in the acquiree’s equity exceed the net amount, at acquisition
date, of the identifiable assets acquired and liabilities assumed. If this amount were less than the
fair value of the net assets of the subsidiary acquired and if the purchase was made under
advantageous conditions, the difference is recognized directly in the Statement of
Comprehensive Income as a gain.
The values of non-controlling interests in the equity and consolidated profit or loss are
presented, respectively, under the headings “Non-Controlling Interest” in the equity in the
Consolidated Statement of Financial Position and the Consolidated Income Statement.
The profit or loss and each component of any other comprehensive gain or loss is attributed to
the owners of the parent company and the owners of non-controlling interests in proportion to
their percentage interest. The total comprehensive profit or loss is attributed to the owners of
the parent company and those of non-controlling interests even if this gives rise to a debit
balance for the latter.
The gains or losses on internal transactions are eliminated and deferred until they are realised
with third parties outside the Group.
31
3
Reciprocal credits and debits between consolidated Group companies are eliminated in the
consolidation process.
In Appendices I and VI hereto, the 293 and 280 subsidiaries that formed part of the
consolidated group in 2010 and 2009, respectively, are identified. The change in the
consolidated group has not had any significant effect on the consolidated figures, except as
explained in Note 2.2.2.
b)
Associated companies
Associates are all those companies over which Abengoa exercises a significant interest but does
not hold control, generally accompanied by an interest of between 20% and 50% of the voting
rights. Investments in associates are consolidated by the equity method and are initially
recognized at cost. The Group’s investment in associates includes the goodwill (net of any
accumulated impairment losses) identified on the acquisition.
The share in gains or losses subsequent to the acquisition of associated companies is recognized
in the consolidated income statement and the share in movements on reserves subsequent to
the acquisition is recognized in reserves. Post-acquisition movements are adjusted against the
carrying amount of the investment. When the share in the losses of an associate equals or
exceeds the interest held therein, including any other unsecured receivables, additional losses
are not recognized unless Abengoa has assumed commitments or made payments on behalf of
the associate.
Gains on transactions between the Group and its associates that have not been realised with
third parties are eliminated in accordance with the Group’s percentage interest in the associate.
Unrealised losses are also eliminated unless the transaction provides evidence of impairment of
the asset transferred. The accounting policies of associates are changed where necessary to
ensure consistency with the policies adopted by the Group.
Appendices II and VII hereto identify the 7 and 3 companies that, in the years 2010 and 2009,
respectively, formed part of the consolidated group and were consolidated by the equity
method. The change in the Group did not have a significant effect on the consolidated figures,
except as stated in Note 2.2.2.
32
3
c)
Joint ventures
Joint ventures are entities which are jointly managed by the company in question and by third
parties unrelated to the Group under an agreement between the parties, no party holding a
greater degree of control than any other. Interests in joint ventures are consolidated by the
proportional consolidation method.
The Group combines its share in the assets, liabilities, revenues and expenses, other
comprehensive income and cash flows of the jointly-controlled entity with the similar items in its
own accounts on a line-by-line basis.
Balances and transactions that exist between certain Group companies and joint ventures are
eliminated in the consolidation process only for the proportional part of the share in said joint
venture. Thus, balances and transactions for the part that has not been eliminated remain in the
consolidated financial statements, where they are presented as outstanding balances with third
parties, i.e. with the external partner in the present case.
The share in the profits or losses on sales of Group assets to joint ventures is recognized for the
portion that corresponds to other interest-holders. However, when profits or losses derive from
the purchase of assets of the joint venture by a Group company, the share therein is not
recognized until said assets are sold to an independent third party. A loss on a transaction is
recognized immediately if it evidences a reduction in a current asset’s net realisable value or an
impairment loss. When necessary to ensure consistency with the policies adopted by the Group,
the accounting policies of joint ventures are changed.
A business combination among entities or joint ventures is a business combination in which all
the entities or businesses combined are ultimately controlled by the same party or parties both
before and after the combination and this control is not temporary.
When the Group carries out a business combination of joint ventures, the assets and liabilities
acquired are recognized at the same carrying amount as previously and are not measured at fair
value. No goodwill is recognized on the transaction. Any difference between the acquisition
price and the net carrying amount of the net assets acquired is recognized in equity.
Appendices III and VIII hereto identify the 10 and 8 companies that, in the years 2010 and 2009,
respectively, formed part of the consolidated group. The variation in the group did not have any
significant effect on the consolidated figures, except as stated in Note 2.2.2.
33
3
Note 35.5 shows the amounts that the Group’s share represents, applying the percentage that
corresponds to it, in the assets and liabilities and revenue and profits or losses of the joint
ventures.
d)
Temporary joint ventures
A temporary consortium is defined as an entity without a separate legal personality through
which a system of collaboration between companies is established for a certain time period,
fixed or otherwise, for developing or executing a works project, service or supply..
The proportional part of the items in the temporary consortium’s
Statement of Financial
Position and Income Statement are included in the investor’s Statement of Financial Position and
Income Statement in proportion to its percentage interest. Likewise, the cash flows are included
in the Statement of Cash Flows.
Appendices III and VIII hereto identify the 3 temporary joint ventures the formed part of the
consolidated group in both 2010 and 2009.
Note 35.6 shows the amounts that the Group’s share represents, applying the percentage that
corresponds to it, in the assets and liabilities and revenues and profits or losses of the temporary
joint ventures.
e)
Transactions and non-controlling interests
The Group applies the policy of considering transactions with non-controlling interests as
transactions with holders of equity instruments in the Group’s capital. For acquisitions of noncontrolling interests, the difference between the price paid and the applicable proportion of the
carrying amount of the subsidiary’s net assets is deducted from the equity. The gains and/or
losses on the sale of an interest to a minority interest holder is likewise recognized in equity.
2.2.2. Changes in the consolidated group
Details are set forth below of those transactions that, during 2010, led to a significant change in the
consolidated group (subsidiaries, joint ventures and associates), including the reason for the change.
34
3
-
On 6 May, 2010, the share purchase/sale agreement between Abengoa Solar España, S.A., Écija
Solar Inversiones, S.A. and E.ON First Future BV was executed. Under this agreement, E.ON First
Future B.V. was sold an interest of 50% in the companies Helioenergy Electricidad Uno, S.A. and
Helioenergy Electricidad Dos, S.A. for an amount of 21,512 euros. At the transaction date, the
two aforementioned companies had only an initial investment of 50 MW each in a thermosolar
plant, construction of which commenced in May 2010, on their Statements of Financial Position.
The transaction did not generate any significant effect on the Consolidated Income Statement.
In line with the interests held and the shareholders’ agreement, joint control is exercised by the
parties and, therefore, the companies are consolidated on a proportional basis (they were fully
consolidated in 2009).
-
On 22 June, 2010, the share purchase/sale agreement between Abengoa Solar España, S.A.,
Carpio Solar Inversiones, S.A. and the Japanese company JGC Corporation was executed. Under
this agreement, JGC Corporation was sold an interest of 26% in the companies Solacor
Electricidad Uno, S.A. and Solacor Electricidad Dos, S.A. for 31 thousand euros. At the
transaction date, said companies had only an initial investment of 50 MW each in a thermosolar
plant, construction of which commenced in October 2010, in the Statements of Financial
Position. At the end of the reporting period, control over these companies was still held, with a
percentage interest of 74% (100% in 2009).
-
On 16 December, 2010, a share purchase/sale agreement between Abengoa Solar España, S.A.
and I-Solar Investment Ltd. (an Itochu Group company) was executed. Under this agreement, an
interest of 30% in the companies Solaben Electricidad Dos, S.A. and Solaben Electricidad Tres,
S.A. was sold to the latter for 36 thousand euros. The transaction did not generate a significant
effect on equity. At the end of the reporting period, control over these companies was still held,
with a percentage interest of 70% (100% in 2009).
No companies left the consolidated group during the year (subsidiaries, joint ventures and
associates).
In the year 2009, changes in the consolidated group were not significant.
2.3.
Intangible assets
This heading includes the intangible assets of companies or projects financed with own resources or
through non-recourse financing formulas. Other intangible assets are classified as “Intangible assets
in projects”, see Note 2.5.
35
3
a)
Computer software
Software licences are capitalised on the basis of the costs incurred in acquiring them and
preparing the specific program for use. Additionally, costs necessary for the installation and
implementation of computer programs are incurred and are capitalised. These costs are
amortizeamortized on a straight-line basis over their estimated useful lives, which do not exceed
10 years.
Costs associated to software maintenance are allocated directly as an expense in the year in
which they are incurred.
b)
Research and Development expenses
Research expenses are recognized as an expense for the year in which they are incurred and
there is an itemised breakdown for each project.
Expenses incurred in development projects (related to the design and testing of new or
improved projects) are recognized under intangible assets when:
‐
The project is likely to be a success (considering its technical and commercial viability) in
such a way that said project will be available for use or sale.
‐
The project is likely to generate future economic profits in terms of both external and
internal sales.
‐
‐
‐
Management intends to complete the project in order to use or sell it.
The entity is able to use or sell the intangible asset.
Appropriate technical, financial or other assets are available to complete development
and to use or sell the intangible assets; and
‐
Its costs can be reliably estimated.
The capitalised costs are amortized from the beginning of the commercial production of the
product on a straight-line basis over the period in which it is expected to generate profits, which
does not usually exceed 5 years, except in cases where the Group estimates a longer useful life
for the asset and the technical success and economic and commercial viability of the project over
the period assigned for its Amortization is duly proven, as occurs with tower-technology
thermosolar plants, which are amortizeamortized over 25 years.
36
3
Amounts received as grants or subsidised loans to finance research and development projects are
taken to profit and loss in a manner similar to the treatment and percentages of completion with
which they are capitalised or classified as operating expenses, in accordance with previouslyestablished rules, as stated in Note 2.16 below.
c)
Other intangible assets
Industrial property is measured at acquisition cost and is amortizeamortized on a straight-line
basis over the term for which its exclusive use is recognized. The Group does not have significant
amounts relating to this type of intangible asset.
2.4.
Property, Plant and Equipment
2.4.1. Presentation
This heading includes property, plant and equipment of companies or projects financed through
own resources or non-recourse financing formulas. Other property, plant and equipment is
classified as “Property, plant and equipment in Projects”, see Note 2.5.
2.4.2. Measurement
As a general rule, the assets included in property, plant and equipment are recognized at
acquisition cost less accumulated depreciation and impairment losses, except for land, which is
recognized at acquisition cost less impairment, when applicable.
Historical cost includes expenses directly attributable to acquiring the assets.
Costs subsequent to acquisition are included in the asset’s carrying amount or recognized as a
separate asset when it is likely that the associated future economic profits can be reliably
determined. Other repairs and maintenance are charged to profit and loss in the year in which
they are incurred.
Work carried out by the Group for its property, plant and equipment is measured at production
cost and appears under “Other operating income” in the Consolidated Income Statement.
Internal profits are eliminated to calculate to asset’s acquisition cost.
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For internal asset construction projects carried out for Abengoa Solar, the totality of the revenue
and expenses arising between Group companies are eliminated, so that said assets are shown at
acquisition cost.
In addition, for said internal construction projects, financial expenses accrued during the
construction period, including both specific financing obtained to fund each of the projects
undertaken and the rest of the non-commercial borrowing, are recognized as an increase in
value of the property, plant and equipment, in accordance with the procedures established in
accounting legislation. Said capitalisation of financial expenses ceases at the moment when the
initially forecast process is halted or lengthened as a result of delays or inefficiencies.
The cost during the construction period may also include gains or losses on cash flow hedges in
foreign currency relating to property, plant and equipment acquisitions and transferred from
equity.
In the case of investment in property, plant and equipment on land held in ownership or
belonging to third parties, the initial estimate of the costs of dismantling or removing the
element and restoring the site on which it stands will be included in the capitalised cost of the
asset. Obligations relating to said costs will be recognized and measured at current market
value, in accordance with IAS 37 ( see Note 18).
Surface rights are considered as an increase in the value of the associated asset. Therefore, they
are classified under the heading under which the asset is classified. They are measured at
acquisition price and depreciated on a straight-line basis over the useful life of the associated
project, which ranges from 25 to 30 years.
The annual straight-line depreciation rates applied to property, plant and equipment (including
property, plant and equipment in projects) are as follows:
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Asset
Rate
Buildings
2% - 3%
Plant
4% - 12% - 20%
Plants in operation
4%-3,33%
Machinery
12%
Tools and equipment
15% - 30%
Furniture
10% - 15%
Data-processing equipment
25%
Vehicles
8% - 20%
In the case of electricity plants in operation, the Group estimates the years of useful life for
depreciation purposes as follows, depending on the type of technology:
-
Photovoltaic technology: 20 - 25 years
-
Parabolic-cylinder thermosolar technology: 30 years
The residual value and useful life of the assets are reviewed and, if necessary, adjusted, at the
end of the companies’ reporting period.
When the carrying amount of an asset its higher than its estimated recoverable amount, its
carrying amount is immediately written down to its recoverable amount, see Note 2.7.
Losses and gains on sales of property, plant and equipment are calculated by comparing the
revenue obtained with the carrying amount and recognized in the Consolidated Income
Statement under the heading “Other operating income”.
2.5.
Fixed assets in projects
In order to manage its business, the Group classifies its portfolio of intangible assets and property,
plant and equipment in accordance with the type of financing obtained to develop them. In the case
of fixed assets in projects, the intangible assets and property, plant and equipment of consolidated
companies that are financed through “Project Finance” are included, i.e. non-recourse financing
applied to projects, as explained in Note 14 below.
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These assets with non-recourse financing usually represent the results of projects that consist of the
design, construction, financing, operation and maintenance of an owned project and are, in general
financed through the aforementioned Project Finance (non-recourse financing applied to projects).
In this type of financing, the basis of the financing agreement between the company and the bank
lies in the allocation of the cash flows generated by the project to the repayment of the principal and
interest expenses, excluding or limiting the amount secured by other assets, in such a way that the
bank recovers the investment solely through the cash flows generated by the project financed, any
other debt being subordinated to the debt arising from the Project Finance until the non-recourse
debt has been fully repaid. For this reason, fixed assets in projects are separately reported in the
Assets of the Consolidated Statement of Financial Position in the same way as the related Project
Finance is presented separately in the liabilities of the same Statement.
Intangible assets in projects and property, plant and equipment in projects are governed by the same
measurement, classification and Amortization or depreciation rules as other intangible assets and
property, plant and equipment, as explained in Notes 2.3 and 2.4 above, respectively.
2.6.
Interest expenses
Interest expenses incurred in the construction of any qualifying asset are capitalised over the period
necessary to complete and prepare the asset for its intended use, in accordance with the contents of
IAS 23. Abengoa Solar defines qualifying assets as those which meet the requirements for
capitalisation and have a construction or production period longer than one year.
Costs incurred in non-recourse factoring transactions are applied as expenses at the time of transfer
to the financial institution when the accounting treatment implies derecognition of the factored
financial assets.
Other interest costs are recognized as expenses in the year in which they are incurred.
2.7.
Impairment of non-financial assets.
Assets subject to Amortization or depreciation are tested for impairment whenever any event or
change in circumstances indicates that the carrying amount may not be recoverable. The same
analysis is made for assets under construction that have not yet come into operation.
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If there are indications of impairment, the Group carries out an impairment test to determine
whether the assets have incurred an impairment loss.
In order to determine the extent of the impairment loss, the recoverable amount of the asset is
calculated as the higher of market value less cost of sales and value in use, defined as the present
value of estimated future cash flows. If the asset does not generate cash flows independently of
other assets, Abengoa Solar calculates the recoverable amount of the cash-generating unit to which
the asset belongs. In order to calculate the value in use, the assumptions used include the discount
rates, growth rates and forecast changes in selling prices and costs. The directors estimate pre-tax
discount rates that reflect the time value of money and the risks associated with the cash-generating
unit. The growth rates and estimated changes in selling prices and costs are based on internal and
industry forecasts and on experience and future prospects, respectively. Financial projections usually
cover a period of 25 years, depending on the growth potential of the cash-generating unit. In the
specific case of development expenses, apart from the commercial and economic viability based on
the future cash flow estimates described above, the Group assesses the technical viability of each
one of the projects on the basis of internal technical reports and technical reports from external
entities.
If the recoverable amount is less than the asset’s carrying value, the relevant impairment loss is
recognized by a charge to “Amortization, depreciation and impairment” in the Consolidated Income
Statement. Impairment losses recognized on assets in previous years are reversed by crediting the
aforementioned heading when the estimated recoverable amount changes, with a limit of the
carrying amount that the asset would have had if the impairment loss had not been recognized.
2.8.
Financial Investments (current and non-current)
Financial assets are classified in the following categories, on the basis of the purpose for which they
were acquired:
a) loans and receivables;
b) Financial assets available for sale;
c) Financial assets held at fair value through profit and loss.
Group Management determines the classification of financial assets upon initial recognition and
reviews the classification at the end of the reporting period.
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a)
Loans and receivables
This category includes loans and receivables considered as non-derivative financial assets, with
fixed or determinable payments, that are not listed on an active market. They are included in
current assets except for those maturing more than 12 months after the end of the reporting
period.
Loans and receivables are included in the lines “Trade and other receivables” (also see Note
2.12), and “Financial receivables” in the Consolidated Statement of Financial Position.
They are initially recognized at fair value plus transaction costs and subsequently at their
amortized cost in accordance with the effective interest rate method. Interest calculated using
the effective interest rate method is recognized in the Consolidated Income Statement under the
heading “Other net financial expenses/income”. Balances maturing at less than one year are
measured at nominal value, provided that the effect of not discounting the flows is not
significant.
The amount of the provision for impairment is calculated as the difference between the asset’s
carrying amount and the present value of the estimated future cash flows discounted at the
effective interest rate. If, in a later period, the amount of the impairment loss decreases and the
decrease can objectively be attributed to an event that has taken place since the impairment was
recognized (such as an improvement in the debtor’s credit rating), the reversal of the previouslyrecognized impairment will be recognized in the Consolidated Income Statement.
b)
This category includes non-derivative financial assets that are not included in any other category
of financial assets. In the case of Abengoa Solar, they are primarily interests in other companies
that do not belong to the consolidated group. They are recognized as non-current assets, unless
Group Management intends to dispose of the investment within the 12 months following the
date of the Consolidated Annual Financial Statements.
They are recognized initially and subsequently at fair value plus transaction costs. Changes in
said fair value are recognized in equity.
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When securities classified as available for sale are sold or impaired, the cumulative fair value
adjustments are recognized in the Income Statement under the heading “Other net financial
income/expenses”. In order to determine whether securities are impaired, the Group considers
whether there has been a significant or prolonged decline in the fair value of the securities
below cost. The accumulated loss is the difference between the acquisition cost and current fair
value less any impairment loss previously recognized in profit and loss.
Acquisitions and disposals of investments are recognized at the trade date, i.e., on the date the
Group undertakes to acquire or sell the asset. Investments are derecognized when the rights to
receive cash flows from the investments have expired or have been transferred and all risks and
rewards of ownership have substantially been transferred.
The fair values of quoted investments are based on prevailing bid prices. If the market for a
financial asset is not active (and for unlisted securities), the fair value is established by using
valuation techniques, making maximum use of market data.
The Group’s financial assets held for sale are not significant and they are fully impaired (see
Note 10).
c)
Financial assets measured at fair value through profit and loss
This category includes both financial assets acquired for trading and those designated upon
initial recognition. A financial asset is classified in this category if it is acquired primarily in order
to be sold in the short term or if Management designates it as such. Financial derivatives are also
classified as held for trading unless designated as hedges. Assets in this category are classified as
current assets, except when held for trading or expected to be realised at more than 12 months
after the end of the reporting period, in which case they are classified as non-current assets.
They are recognized initially and subsequently at fair value, not including transaction costs.
Successive changes in said fair value are recognized in profit and loss.
Financial assets classified in this category are derecognized when the rights to receive cash flows
from the investments have expired or have been transferred and when all the risks and rewards
of ownership have been substantially transferred.
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There are no other financial assets at fair value through profit and loss, except for the derivatives
described in Notes 9 and 11.
2.9.
Derivative Financial Instruments and Hedging Activities
Financial derivatives are recognized at inception at fair value, which is adjusted subsequently. The
method of recognising the resulting gain or loss depends on whether the derivative is designated as
a hedging instrument and the nature of the item being hedged.
The ratio between hedging instruments and the items hedged, as well as the risk management
objectives and the strategy to be employed in each hedge transaction, is documented at inception.
Additionally, both at inception of the hedge and subsequently, on an ongoing basis, the
effectiveness of the derivatives is documented when offsetting changes in fair values or cash flows
from the hedged items.
The most usual methods chosen by the Group for measuring the effectiveness of the financial
instruments designated as hedges are the dollar offset method and regression analysis.
Either of the aforementioned two methods are applied by the Group to perform the following
effectiveness tests:
-
Prospective effectiveness test performed at the designation date and at the end of each
reporting period, in order to determine that the hedge ratio continues to be effective and can
be designated for the following period.
-
Retrospective effectiveness test performed at the end of each reporting period, in order to
determine the ineffectiveness of the hedge, which must be recognized in profit and loss.
The fair values of certain derivative instruments used as hedges are broken down in Note 11.
Movements on the hedging reserve included in equity are shown in Note 23. The whole of the fair
value of a hedging derivative is classified as a non-current asset or liability if the remaining period
until maturity of the item hedged is more than 12 months and as a current asset or liability if the
remaining period until maturity of the item hedged is less than 12 months. Derivatives other than
hedges are classified as current assets or liabilities or non-current assets or liabilities in accordance
with their maturity and are classified as assets and liabilities at fair value through profit and loss,
pursuant to IAS 39 (see Note 11).
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In accordance with the foregoing, the Group holds the following types of derivatives:
a) Fair value hedges of recognized assets and liabilities.
These are intended to hedge exposure to changes in the value of a recognized asset or liability
or firm commitments to transactions to be performed.
Changes in fair value are recognized in the Consolidated Income Statement under the heading
“Other Net Financial Income/Expenses”, together with any change in the fair value of the
hedged assets or liability that is attributable to the risk hedged.
b) Cash flow hedges for forecast transactions
The objective is to hedge exposure in highly probable future transactions and variations in cash
flows.
As a general rule, the effective portion of changes in the fair value of the financial instruments
designated as cash flow hedges is recognized in equity, while the gain or loss related to the
ineffective part is immediately recognized in the Consolidated Income Statement under the
heading “Other net financial income/expenses”However, when a unilateral risk is designated as the risk hedged, the intrinsic value and time
value of the financial instrument designated are separated, recognising the changes in the fair
value of the intrinsic value in equity and those of the time value in profit and loss. The time value
cannot be included in the risk hedged. The Group holds financial instruments with these
characteristics, such as the call options (caps), described in Note 11.
Amounts accumulated in equity are transferred to profit and loss in the year in which the
hedged item affects the profit or loss. However, when the forecast transaction hedged results in
recognition of a non-financial asset or a liability, the losses and gains previously deferred in
equity are transferred from equity and included in the initial measurement of the cost of the
asset or liability.
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When the hedging instrument matures or is sold, or when a hedging transaction ceases to
qualify for hedge accounting, the gains and losses accumulated in equity until that time remain
in equity and are recognized when the forecast transaction is finally recognized in profit and
loss. However, if the transaction is no longer considered probable, the gains or losses
accumulated in equity are immediately transferred to the Consolidated Income Statement under
the heading “Other net financial income/losses”.
2.10. Fair value estimation
In accordance with IFRS 7 for financial instruments, in Note 9.2 the Group breaks down by levels the
measurements of the fair values of those financial instruments that are measured at fair value in the
Statement of Financial Position.
The fair value of financial instruments traded in active markets is based on quoted market prices at
the year end.
A market is considered to be active when the quoted prices are easily and regularly available through
a stock exchange of financial intermediaries, among others, and said prices reflect current market
transactions taking place on a regular basis under arm’s-length conditions.
The fair value of financial instruments that are not listed on an active market is determined using
several measurement techniques and through assumptions based on market conditions at the end of
each reporting period. For non-current debt, market prices for similar instruments are used. Other
techniques, such as estimated discounted cash flows, are used to determine fair value of other
financial instruments. The fair value of interest-rate swaps is calculated as the present value of the
estimated future cash flows. The fair value of forward foreign exchange contracts is determined
using forward exchange market rates at the end of the reporting period.
The nominal value less estimated credit adjustments of receivables and payables are assumed to
approximate their fair values because of their short-term nature. The fair value of financial liabilities is
estimated by discounting the future contractual cash flows at the current market interest rate that is
available to the Group for similar financial instruments.
Information on the fair values of all the financial instruments is provided in Note 9.2.
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2.11. Inventories
The inventories heading includes the following:
a) The value of the items acquired that are necessary for the manufacture of parabolic mirrors for
the thermosolar energy plants and the manufacturing costs incurred in producing them.
Likewise, the production cost of the semi-finished and finished mirrors is included.
b) The value of the items acquired that are necessary for the construction, assembly and sale of all
kinds of metallic, mechanical or concrete structures, among others, together with the costs
incurred in manufacturing them.
c) The value of the costs incurred by the Group’s promotion companies in photovoltaic and
thermosolar promotion projects, such as the geotechnical study expenses, external engineering,
the approvals and costs required to obtain licences and permits, among others, when they
qualify for capitalisation.
Inventories are measured at the lower of their cost or their net realisable value. The net realisable
value is the estimated selling price in the ordinary course of business less the applicable variable sales
costs. When the net realisable value of inventories is lower than their costs, the appropriate valuation
adjustments are made and recognized as an expense in the Consolidated Income Statement under
the heading “Amortization, depreciation and impairment”. If the circumstances that caused the
value adjustment cease to exist, the amount of the adjustment is reversed and recognized as income
in the Consolidated Income Statement under the same heading where the adjustment was made.
The cost of raw materials is generally determined by the weighted average cost method. The cost of
finished products and work in progress includes raw material costs, direct labour, other direct costs
and manufacturing overheads (based on normal operating capacity).
Inventories related to work in progress in the construction and assembly of the metallic structures
mentioned in point b) above are recognized at the value of the costs directly attributable to the work
and the applicable part of the indirectly attributable costs, to the extent that said costs relate to the
production period.
Inventories related to thermosolar and photovoltaic promotions are measured at the costs incurred
that are directly attributable to said promotions and the part of indirect costs that may reasonably be
attributed to the promotions in question, to the extent that such costs relate to the period of the
promotion and are necessary in order to attain it, once the possibilities of its success have been
assessed.
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2.12. Trade and Other Receivables
Trade receivables relate to amounts due by customers for sales of goods and services carried out in
the ordinary course of operations. If debts are expected to be collected at one year or less, they are
classified as current assets. Otherwise, they are shown as non-current assets.
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost
using the effective interest rate method, less any impairment provisions. Balances maturing at no
more than one year are measured at their nominal value, provided that the effect of not discounting
the flows is not significant.
An impairment provision is recognized for trade receivables when there is objective evidence that the
Group will not be able to collect all amounts due on the original terms of the receivables.
Impairment losses on trade receivables are recognized under the heading “Amortization,
depreciation and impairment” in the Consolidated Income Statement.
The existence of significant financial difficulties on the part of the debtor, the likelihood of the
debtor entering bankruptcy or carrying out a financial reorganisation and/or non-payment or late
payment are deemed to be indications of impairment of the receivable.
Factored customer and other current receivables are derecognized when the right to receive the cash
flows has ceased and all the risks and rewards of ownership have substantially been transferred (see
Note 12).
2.13. Cash and Cash Equivalents
The cash and cash equivalents heading includes cash in hand and at bank. If any, sight deposits with
credit institutions and other highly-liquid short-term investments with initial maturities of three
months or less are classified under this heading.
2.14. Share Capital
Parent company shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown, net of tax, as a
deduction from the proceeds obtained. Any amount received from the sale of treasury stock is
shown, net of said incremental costs, in the equity attributable to the company shareholders.
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2.15. Compound Financial Instruments
Compound financial instruments issued by the Group include a loan convertible into shares, as
described in Note 21 below.
The liability component of a compound financial instrument is initially recognized at the fair value of
a similar liability without the option of conversion into equity. The equity component is initially
recognized as the difference between the fair value of the compound financial instrument
considered overall and the fair value of the liability component. Any directly attributable transaction
cost is assigned to the liability and equity components in proportion to their initial carrying amounts.
After initial recognition, the liability component of a compound financial instrument is measured at
amortized cost using the effective interest rate method. The equity component of a compound
financial instrument is not remeasured except upon conversion or maturity or, if applicable, a
subsequent modification of the instrument.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement for at least 12 months after the end of the reporting period.
2.16. Grants
Official grants relating to the acquisition of intangible assets or property, plant and equipment are
recognized as non-current liabilities at the fair value of the amount granted, under the heading
“Grants and other liabilities”. They are recognized once notification that they have been awarded is
received and no reasonable doubts are deemed to exist as to meeting the conditions fixed by the
entity awarding the grant and, therefore, the collection thereof. Grants relating to the acquisition of
assets are credited to the Consolidated Income Statement as an increase in the operating gains
under the heading “Other operating income” on a straight-line basis over the forecast lives of the
related assets.
Operating grants are deferred as non-current liabilities under the heading “Grants and other
liabilities” and are recognized in the Consolidated Income Statement under the heading “Other
operating income” over the period necessary to match them to the costs they are intended to
offset.
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2.17. Loans and borrowings
Loans and Borrowings are classified in the following categories:
a)
Non-recourse financing applied to projects (Project Finance) (see Note 14)
b)
Corporate financing (see Note 15)
Borrowings are initially carried at fair value net of transaction costs. They are subsequently measured
at amortized cost. Any differences between the funds obtained (net of the costs necessary to obtain
them) and their repayment value are recognized in the Consolidated Income Statement under the
“Financial expenses” heading over the life of the debt, using the effective interest rate method.
Commissions paid on the arrangement of credit lines are recognized as debt transaction costs
provided that it is probable that part or all of the line will be used. In this case, the commissions are
deferred until the line is utilised. Insofar as it is not probable that all or part of the credit line will be
used, the commission is capitalised as an advance payment for liquidity services and is amortized
over the period for which the facility is available.
Loans received with a lower-than-market interest rate or zero interest (“soft” loans) are recognized
at fair value in the liabilities. In the case of development project grants, the difference between the
fair value and the repayment value is recognized as a grant under the “Grants and other liabilities”
heading and is transferred to profit and loss on a straight-line basis on the “Grants” line of the
“Other operating income” heading” of the Consolidated Income Statement, in line with
the
subsidised interest that is incurred over the life of the loan that gave rise to it. If the grant is applied
to research expenses, the difference between the fair value and the repayment value is recognized in
profit and loss, on the line “Grants” of the “Other operating income” heading of the Consolidated
Income Statement, when the expenses have been incurred, or on the line “Grants and other
liabilities” of the Consolidated Statement of Financial Position when the expenses have not been
incurred.
Borrowings are classified as current liabilities unless there is an unconditional right to defer
settlement for at least 12 months after the end of the reporting period.
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2.18. Current and Deferred Taxes
Tax expense for the year consists of current and deferred taxes. The tax expense is recognized in the
Consolidated Income Statement, except insofar as it refers to items recognized in other
comprehensive income or directly in equity. In this case, the expense is recognized in equity.
Current tax expense is calculated based on the tax legislation that has been enacted or substantially
enacted at the year end in the countries in which subsidiaries and associates operate and generate
taxable income.
Deferred income tax is calculated, using the statement of financial position method, on temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts.
However, if the deferred tax arises from initial recognition of an asset or liability in a transaction
other than a business combination that, at the time of the transaction, affects neither accounting
profit or loss nor taxable profit nor loss, such deferred tax is not recognized. The deferred tax is
determined using tax rates approved or about approved at the date of the Statement of Financial
Position and expected to apply when the corresponding deferred tax asset is realised or the deferred
tax liability is settled.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be offset..
Deferred tax is recognized on temporary differences arising on investments in subsidiaries and
associates, except where the timing of the reversal of the temporary differences can be controlled
and it is probable that they will not reverse in the foreseeable future.
All the Spanish companies belonging to the Group have applied a corporate tax rate of 30% for the
years 2010 and 2009.
2.19. Employee Benefits
a) Variable remuneration plan
The Group recognizes a liability and an expense for variable compensation to managers,
depending on attainment of objectives and conditions subject to the plan, as described in Note
35.2. The Group recognizes a provision when it is contractually obliged or when past practice
has created an implicit obligation.
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b) Severance payments
Severance payments are paid to employees as a result of the Group’s decision to rescind their
employment contracts before the normal retirement age or when the employee agrees to resign
voluntarily in exchange for these benefits. The Group recognizes these benefits when it has
made a demonstrable commitment to pay severance payments or to dismiss current workers in
accordance with a detailed formal plan from which it cannot withdraw.
c) Stock option plans
The Group has acquired a series of obligations under share-based incentive programs with
management and employees, which are explained in Note 35.2 (one refers to shares of
Abengoa, S.A. –the parent company- and another the shares of Abengoa Solar, S.A.), under
which the Group receives services from the managers and employees in consideration for equity
instruments or cash, depending on certain conditions being met.
According to IFRS 2, the party that receives the goods and services in a transaction with sharebased payments must recognize the expense, even when not obliged to settle the transaction,
and it can classify said transaction as settled by equity instruments or in cash, taking into
account:
‐ the nature of the share-based payments granted; and
‐ its own rights and obligations.
The party receiving the goods and services may classify the transaction as settled by equity
instruments taking into account whether:
‐ the equity instruments granted are its own; or
‐ the entity is not obliged to settle the transaction, i.e. it does not have to hand over either
equity instruments or cash to the providers of the goods or services.
If the obligation to settle the transaction is held directly by Abengoa Solar, the transaction is
classified as settled by equity instruments only if it is settled by Abengoa Solar’s own equity
instruments. Otherwise, the transaction is classified as a transaction with share-based payments,
settled in cash.
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2.20. Provisions and Contingent Liabilities
Provisions for taxes, litigations, risks and expenses are recognized when:
‐ There is a present legal or implicit obligation as a result of past events;
‐ It is more probable than not that an outflow of funds will be necessary to settle the
obligation; and
‐ The amount has been reliably estimated.
Provisions are measured at the present value of the outflows that are expected to be necessary to
settle the obligation, recognising the increase in the provision over time as an interest expense.
Compensation to be received from a third party at the time the obligation is settled does not reduce
the amount of the debt, notwithstanding recognition of the related collection right in the assets
provided that there is no doubt that said amount will be received. The amount at which the asset is
recognized may not exceed the amount of the obligation recognized.
The Group recognizes certain specific provisions, which are mentioned below:
a) Provision for warranties::
The Group agrees the warranty cover that it will assume individually in each contract with a
customer. In the specific case of the parabolic mirrors for thermosolar energy plants, the normal
period of warranty in the national market varies between 5-6 years in relation to compliance
with technical specifications, such as the reflectivity level, geometrical precision and anticorrosion. For manufacturing defects, the usual warranty periods are from 2-3 years. However,
in the foreign market, warranties are for 10 years for all items. On the basis of requirements of
specific contracts, as well as its accumulated experience, the Group only estimates some
significant risks derived from contracts with foreign customers.
b) Dismantling provision:
The provision for obligations derived from dismantling or removing the production facilities or
restoring the site on which they stand are determined in accordance with the present value of
the outflows that are expected to be necessary to settle the obligation, applying a discount rate
before tax that reflects the evaluations of the current market and the time value of money. This
is updated each year in accordance with the financial effect of the discount, without prejudice
to any revision of the initial amount that may result from a new estimate of the cost of the
aforementioned work or the discount rate applied.
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Contingent liabilities are possible obligations with third parties and existing obligations that are not
recognized because it is either improbable that an outflow of funds will be required to settle them or
the amount involved cannot be reasonably estimated. Contingent liabilities are not recognized on
the Statement of Financial Position unless they have been acquired for a consideration within the
framework of a business combination.
2.21. Trade and Other Payables
Trade payables are payment obligations for goods or services acquired in the ordinary course of
operations and are initially recognized at fair value. Subsequently, they are measured at amortized
cost using the effective interest rate method. Other trade payables are payment obligations that do
not originate from the acquisition of goods or services and that are not considered as debt from
financing transactions.
Trade and other payables are classified as current liabilities if the payments mature at one year or
less. Otherwise, they are shown as non-current liabilities.
Customer advances received are recognized at fair value and included as liabilities under the “Trade
and other receivables” heading.
Payments to the Group’s providers and suppliers are made through reverse factoring, which is a
product based on transferring the management of the Group’s payments to the financial institutions.
For the supplier, reverse factoring is a way of collecting in cash. This procedure allows Abengoa Solar
to transfer a large part of the payment process administration, eliminating part of the costs derived
from payment management (handling documents, issuing promissory notes, mail, reconciliation,
etc.). This system allows an active commercial policy to be followed in relation to supplier financing
as well as the optimisation of the placement of cash surpluses with higher remuneration than that of
normal market conditions.
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2.22. Foreign Currency Transactions
a)
Functional and presentation currency
The items included of each one of the Group companies included in these Consolidated Annual
Financial Statements are measured in the currency of the primary economic environment in
which the Group operates (functional currency). The Consolidated Annual Financial Statements
are presented in Euros, which is the functional and presentation currency of Abengoa Solar,
S.A., the parent company.
b)
Transactions and balances
Transactions in foreign currency are translated to the functional currency using the exchange
rates prevailing at the transaction dates. Foreign currency gains and losses resulting from both
the settlement of transactions and translation at the year-end exchange rates of monetary assets
and liabilities denominated in foreign currency are recognized in the Consolidated Income
Statement under the heading “Net exchange differences”, unless they are deferred in equity, as
in the case of qualifying cash flow hedges.
c)
Translation of the financial statement of foreing companies within the Group
The results and financial position of all Group companies (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation
currency (Euro) are translated to the presentation currency as follows:
1)
All assets, rights and obligations are translated to the presentation currency using the
exchange rate prevailing at the end of the reporting period.
2)
The items on the income statement of each foreign company are translated to the
presentation currency using the annual average exchange rate, calculated as the arithmetic
mean of the average exchange rates for each of the twelve months of the year that do not
differ significantly from the rate at the transaction date.
3)
The difference between the equity, including the profit or loss calculated as in the
preceding point,, translated at the historical rate of exchange, and the equity resulting from
the translation of assets, rights and obligations in accordance with paragraph 1) above, is
shown, with a positive or negative balance, as appropriate, under equity in the
Consolidated Statement of Financial Position under the “Exchange differences” heading.
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The results of companies consolidated by the equity method are translated, where applicable, at
the average exchange rate for the year, calculated in accordance with paragraph 2) above.
2.23. Revenue Recognition
Ordinary revenues include the fair value of sales of goods and services not including the taxes on
these transactions. All discounts, returns and intra-Group sales are deducted from the amount of the
transaction.
Within the different activities carried on by the Group, ordinary revenue is recognized as follows:
a) Energy sales:
Revenues from energy sales are recognized at the fair value of the consideration to be received
and represent the amounts receivable for services provided in the ordinary course of the activity.
The principal market where the Group operates in this activity is Spain and the Group’s activity is
subject to Royal Decree 661/2007. The tariff receivable for energy sales in Spain made by the
solar plants in operation that belong to Abengoa Solar is regulated by the aforementioned Royal
Decree and the owner of the installations may choose between a fixed tariff or selling in the
electricity production market. In the latter case, the price is supplemented by a premium.
Revenue is recognized as the plant generates electricity and the latter is sold to the network.
This situation commences when the Provisional Acceptance Certificate is signed and the
installations are entered in the Register of Special-Regime Electricity-Generating Installations.
b) Mirror sales:
The Group manufactures and sells parabolic mirrors for thermosolar energy plants. Sales of
goods are recognized when the products have been delivered to the customer and no obligation
that may affect the customer’s acceptance of the products has not been met. Delivery does not
take place until the product has been sent to the specific place, the risks of obsolescence and/or
losses have been transferred to the customer and the Group has sufficient objective evidence
that all acceptance criteria have been met.
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c) Construction contracts:
For construction contracts, costs are recognized when incurred. When the profit or loss on a
construction contract cannot be reliably estimated, revenue from the contract is only recognized
up to the limit of the costs incurred in the contract that are likely to be recovered.
When the profit or loss on a construction contract can be reliably estimated and it is likely to be
profitable, the revenue from the contract is recognized over the contract term. When it is
probable that the costs of the contract will exceed the total revenue from it, the expected loss is
immediately recognized as an expense. To determine the appropriate amount to be recognized
in a certain period, the percentage-of-completion method is used. The percentage of completion
is determined in accordance with the costs incurred up to the date of the Statement of Financial
Position as a percentage of the total estimated costs for each contract. Costs incurred in the year
in relation to future activity on a contract are excluded from the contract costs when
determining the percentage of completion. They are shown as inventories, prepayments or other
assets, depending on their nature.
Partial billing that has not yet been paid by customers and withholdings are shown under the
“Trade and other receivables” heading.
The gross amounts owed by customers for work in progress where costs incurred plus
recognized profits (less recognized losses) exceed the partial billing are shown on the line
“Customers, work completed pending certification” under the “Trade and other receivables”
heading.
On the contrary, gross amounts owed to customers for work in progress where the partial billing
exceeds costs incurred plus recognized profits (less recognized losses) are shown as liabilities on
the line “Prepayments from customers” under the “Trade and other payables” heading.
Lastly, as stated in point 2.4.2 on measuring property, plant and equipment, for internal asset
construction projects, the totality of the intra-Group revenues and profits are eliminated, so that
said assets are shown at acquisition cost.
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d) Revenues from services and transfer of know-how
Service sales are recognized in the year in which the services are provided, using the completion
of the specific transaction measured as a reference on the basis of the actual service provided as
a percentage of the total service to be provided. Service revenues are recognized when the
profit or loss on the transaction can be reliably measured, considering the percentage of
completion of the service at the end of the reporting period. Consequently, revenues from
services are recognized when it is probable that the Group will have received the benefits or
economic yields derived from the transaction at the end of the reporting period and when the
revenues and costs already incurred and those to be incurred in the future can be reliably
measured.
The Group generates revenue from the sale of the promotion of projects for thermosolar plants
and installations, together with the transfer of site supervision and management and technology
know-how. These revenues are passed on internally to the Group’s plants and are recognized by
work completed certificates for the projects. As stated in point 2.4.2 on the measurement of
property, plant and equipment, for internal asset construction projects, intra-Group revenues
and profits and eliminated, so that said assets are shown at acquisition or production cost.
Notwithstanding, for the items mentioned above, the revenues accrued on the projects over
which joint control is held (see Note 35.5) are recognized for the percentage that is not
eliminated by the consolidation method applied.
e) Interest income
Interest income is recognized using the effective interest method. When a receivable is impaired,
the Group reduces the carrying amount to its recoverable amount, discounting the estimated
future cash flows at the original interest rate on the instrument and recognising the discount as
a decrease in interest income. Interest income on impaired loans is recognized when the cash is
collected or on a cost recovery basis when the conditions are guaranteed.
2.24. Leases
Leases in which the Group is the lessee and does not retain a significant part of the risks and rewards
of ownership are classified as operating leases. Operating lease payments (net of any incentive
received from the lessor) are charged to the Consolidated Income Statement under the “Other
operating expenses” heading on a straight-line basis over the lease term.
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The Group holds finance leases on assets for amounts of little significance (see Note 15).
2.25. Segment Reporting
Information on the operating segments is presented on the basis of the internal information reported
to the highest decision-making body. The highest decision-making body, which is responsible for
assigning resources and measuring the performance of the operating segments, is Senior
Management.
Senior Management considers the business from a product standpoint. At product level,
Management identifies the Solar Business Group’s principal lines of action as segments:
a) Energy refers to the management, operation, maintenance and exploitation of thermosolar and
photovoltaic plants and installations.
In this segment, Abengoa Solar obtains revenue by selling energy in the market and carrying out
operation, maintenance and exploitation tasks.
b) Technology includes both the activity of promoting new plants and the sale of technology and
components.
In the promotion phase, Abengoa Solar seeks sites for solar plants and installations and takes the
appropriate steps to obtain the permits and technical studies required to build them and bring
them into operation, as well as financing. It receives fees for all the foregoing.
As far as technology is concerned, revenue is obtained from the transfer of know-how and
technology and the sale of key components for the solar plants that are of strategic importance
to the Group.
Abengoa Solar Management has decided that, for 2010, two of the segments that were defined
separately in the 2009 financial reporting should be grouped together. Thus, the promotion and
development of technologies are grouped into the segment called “Technology”, which covers both
these activities. The definition for energy sales (“Energy”) remains unchanged. This change better
represents the real situation of the business and its day-to-day management, as well as its strategy
for the future.
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Detailed information by business segment appears in Note 34 below.
2.26. Regulatory Aspects of Electricity Activities
We set forth below the main regulatory aspects of the Spanish electricity market:
Law 54/1997 of 27 November, on the Electricity Sector, and its subsequent implementing regulations,
governs activities related to electricity supply: production or generation, transmission, distribution,
marketing and intra-Community and international exchanges, together with the economic and
technical management of the electricity system. This also includes self-producers and producers under
the special regime governed by said Law.
Royal Decree 661/2007 of 25 May, which governs electricity production under the special regime, lays
down the methodology to update and systematise the legal and economic regime of
electricity
production activities under the special regime and establishes new regulations for electricity production
under said special regime, while maintaining the basic reulatory structure.
Royal Decree 1578/2008 of 26 September, on the remuneration of electricity produced through
photovoltaic solar energy technology for installations later than the deadline for applying the
remuneration of Royal Decree 661/2007 of 25 May for said technology.
Order ITC /3519/2009 of 28 December, whereby access tolls were reviewed as from 1 January 2010, as
well as the tariffs and premiums of installations under the special regime.
Royal Decree-Law 6/2009 of 7 May, with respect to the special regime, aims to adopt an emergency
measure that guarantees investors the necessary legal security and lays the bases for the establishment
of new economic regimes that promote meeting the objectives sought: the attainment of power
objectives by technology at a reasonable cost for the consumer and the technical development thereof
to allow a gradual decrease in costs and, therefore, competition with conventional technologies, i.e. it
seeks to prevent the objectives by technology described in Royal Decree 661/2007 from being
exceeded.
In November 2009 the Resolution of the Secretary of State for Energy was published in the Official
State Gazette, which published the resolution adopted by the Council of Ministers on 13 November,
2009. This resolution concerned installations that had applied for registration in the Pre-assignation
Register.
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In 2009, Abengoa Solar entered total nominal power of 650 Mw in the Pre-assignation Register, to
be added during the period 2010-2013. These plants are located in Andalusia (7), Extremadura (4)
and Castilla-La Mancha (2).
Royal Decree 1565/2010 of 19 November, which regulates and amends certain aspects concerning the
activity of special-regime electricity production, amending certain articles of Royal Decree 661/2007 of
25 May. The annulment of the values of the regulated tariffs stated for type b.1.1. installations (in table
3 of Art. 36 of RD 661/2007) as from the twenty-sixth year should be highlighted. For Abengoa Solar,
the installations affected by this change are those with photovoltaic technology.
In Spain, the basic regulatory framework applicable to Abengoa Solar’s installations for electricity
generation using thermosolar and photovoltaic technology is established in Royal Decree 661/2007 of
25 May, which regulates the activity of electricity production under a special regime (“Royal Decree
661/2007”). Among other aspects, said Royal Decree 661/2007 fixes the remuneration applicable to
these installations (the main feature of which is the definition of regulated tariffs, premiums and upper
and lower limits). Said remuneration model divides the plant’s operations into two basic periods: (i) the
first 25 years that the plant is in operation and (ii) the period after the first 25 years that the plant is in
operation.
In the last two months of 2010, the following legislation was published regulating and amending
certain aspects of electricity production under a special regime: Royal Decree 1565/2010 of 19
November and Royal Decree 1614/2010 of 7 December, together with Royal Decree-Law 14/2010 of
23 December, which put in place urgent measures to correct the tariff deficit in the electricity sector.
International regulation:
In the United States, the Federal Government regulates some environmental issues, while the State and
local governments regulate the construction of electricity production installations, the sale of electricity
to the retail market and some aspects concerning the environment and the granting of permits.
-
Electricity wholesaling and the transmission of electricity in the inter-State market through the
Federal Energy Regulatory Commission, the competencies of which come from the Federal
Power Act and the successive amendments and changes thereto, as well as other federal laws,
such as the 1978 Public Utility Regulatory Policies Act (“PURPA 1978”), the 1992 Energy Policy
Act (“EPACT 1992”) and the 2005 Energy Policy Act (“EPACT 2005”), which, among other
things, revoked and replaced the 1935 Public Utility Holding Company Act by the 2005 Public
Utility Holding Company Act (hereinafter, the “PUHCA 2005”).
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Electricity transactions in the United States are either bilateral or take place in a single
centralised market where electricity is purchased at the spot price at any given moment.
-
In October 2008, with the promulgation of the 2008 Emergency Economic Stabilization Act
(“EESA”), which, among other things, sought to increase the flow of capital towards the
renewable energy sector in the United States by prolonging the 30% federal investment tax
credit (“ITC") for solar energy for a further eight years, until 2016, which was the first time that
a tax incentive for investment in renewable energy had been extended for so long.
The EESA also made it possible for regulated investment companies to apply for investment tax
credits and allowed these tax credits to be offset against company taxes without reference to
the upper limit on tax benefits previously fixed in the Alternative Minimum Tax rules. This trend
was reinforced by the promulgation of the 2009 American Recovery and Reinvestment Act
(“ARRA”), which was one of the first laws of the Obama Administration.
The principal elements of the current federal incentive plan for renewable energy in the United
States are described briefly below.
-
The investment tax credit (ITC): the ITC, which was created in 1978, currently offers a credit of
30% of the tax base of investments made in “eligible property” coming into operation
between 2009 and 2016. The ITC will be reduced to 10% of the tax base for eligible property
coming into operation after 31 December, 2016. The owner of this type of installations will be
able to choose whether or not to apply the ITC, depending on each specific project, and only
the owner may make this decision, i.e. nobody else may do so on its behalf.
-
A grant instead of the ITC: a project promoter may “monetise” the value of said tax incentives
in some other way, for example, by entering into transactions with tax equity investors, who
have excess tax capacity against which to use said tax benefits. Given the recent weakness of
the tax equity market, the ARRA includes a provision that allows the promoters of new
commercial solar energy projects coming into operation in 2009, 2010 or 2011 the option of
receiving the same amount as they would have been able to claim as an ITC in cash from the
United States Treasury Department. This option is also offered to solar energy projects the
construction of which commences in 2009, 2010 or 2011 provided that they will come into
operation before 2016. The Treasury cannot decide on these payments on a discretionary basis,
but any amounts thus paid will be subject to refund if the project is disqualified within a fiveyear warranty period.
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-
Accelerated depreciation: Solar energy project promoters also benefit from the accelerated
depreciation of certain solar energy equipment over a five-year period under the Modified
Accelerated Cost Recovery System (“MACRS”), as provided in the 1986 U.S. Internal Revenue
Code. Most equipment used in thermosolar energy (CSP – Concentrating Solar Power) and
photovoltaic solar energy projects meets the requirements to apply the MACRS, which means
enjoying other important tax benefits that are independent of the electricity output. The
MACRS has been in existence since 1987 and, at present, there is no reason to think it will
cease to be applied.
-
The Federal Loan Guarantee Program: the ARRA authorized the United States Department of
Energy to guarantee certain credits or security for renewable energy projects, renewable energy
production installations and electricity transport projects. Specifically, section 406 of the ARRA
added to the Department of Energy’s previously-existing guarantee programs a new program
under the provisions of section 1705 of the EPACT 2005, intended to foster the swift
commencement of construction of renewable energy projects and renewable energy transport
projects (Section 1705 Program).
-
Other: furthermore, the ARRA offers another 30% tax credit to promote the construction of
facilities that manufacture products and components used in the “green economy” and
authorised the issue of a series of new bonds with tax benefits that could be used to finance
renewable energy projects and plants of this type.
Pre-assignation Register
On 7 May, 2009, Royal Decree-Law 6/2009 of 30 April was published and came into force (hereinafter,
“RDL 6/2009”). In RDL 6/2009, certain measures for the energy sector were adopted. This new
legislation directly affects all special-regime projects (except photovoltaic projects, which are expressly
excluded because they are regulated by the specific legislation provided for in RD 1578/2008), since it
imposes a new requirement in order to obtain said remuneration regime, consisting of being entered in
the Pre-assignation Register created for this purpose, in order to acquire the right to receive the
applicable remuneration regime (currently the regime provided for in RD 661/2007).
For thermosolar projects that have not been pre-assigned, the Council of Ministers will have to approve
a new legal regime.
In accordance with the foregoing, all projects that have been registered will receive the economic
regime provided for in RD 661/2007, provided that they meet the deadlines fixed for coming into
operation. The Group has had 650 MW included in the Pre-assignation Register.
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Abengoa Solar considers that it will be able to put the MW of each phase into operation by the dates
fixed or, if applicable, will be able to apply certain measures for flexibility between phases established
in the Resolution of the Secretary of State for Energy. In Abengoa Solar’s opinion, as a consequence of
the aforementioned aspects, no significant additional liabilities will be incurred and it will not be
necessary to write down any assets for a significant amount.
Appendices IV and IX provide details of the electricity sector companies that were consolidated in 2010
and 2009, respectively.
2.27. Environmental assets
Provisions for restoring the environment, restructuring costs and litigations are recognized when the
Group has a present legal or implicit obligation as a result of past events, it is probable that an
outflow of resources will be necessary to settle the obligation and the amount can be reliably
estimated.
Note 3.- Accounting Estimates and Opinions
3.1.
Accounting Estimates.
The preparation of Consolidated Financial Statements under IFRS-EU requires the use of assumptions
and estimates that have an impact on the amount of the assets, liabilities, revenues and expenses
and breakdowns related thereto. The estimates and assumptions made are based on, among other
aspects, historical experience or other factors deemed reasonable given the events and circumstances
considered at the end of the reporting period, the result thereof representing the basis for
judgement of the carrying amounts of assets and liabilities that cannot be otherwise determined
immediately. The actual results may differ from those estimated.
An understanding of the accounting policies for these elements is vitally important in understanding
the Consolidated Financial Statements. We set forth below information on the estimates and
assumptions used for these items in accordance with IFRS-EU, which must be read jointly with the
Notes to our Consolidated Financial Statements.
The most critical accounting policies, which reflect management assumptions and estimates that are
significant in determining amounts in the Consolidated Financial Statements, are as follows:
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‐
‐
‐
‐
‐
‐
Impairment losses on fixed assets.
Useful lives of property, plant and equipment and intangible assets.
Estimates of provisions.
Derivative financial instruments and hedges.
Corporate income tax and recoverable value of deferred tax assets
Revenue from construction contracts.
Some of these accounting policies require Management to apply significant judgements in order to
elect the appropriate assumptions to determine the estimates. These assumptions and estimates are
based on our historical experience, the advice of expert consultants, forecasts and other
circumstances and expectations at the year end. Our assessment is considered in relation to the
global economic situation of the industries and regions where the Group operates, taking the future
development of our business into account. Given their intrinsic nature, these judgements are subject
to a inherent degree of uncertainty and, therefore, the actual results may differ materially from the
estimates and assumptions used. If this is the case, the values of the assets and liabilities will be
adjusted.
At the date of preparation of these Consolidated Annual Financial Statements, no significant
changes in the estimates are expected and, therefore, there are no plans for significant adjustments
to the values of the assets and liabilities recognized at the year end.
Although these estimates were made using the best information on the events analysed at each year
end, it is possible that future events will force them to be modified (increased or decreased) in
forthcoming years. In accordance with IAS 8, this would be done prospectively, recognising the
effects of the change in estimate in the relevant Consolidated Income Statement. Our key
accounting policies are described in greater detail in Note 2.
a)
Impairment losses on fixed assets
As described in Note 2.7, in accordance with the applicable accounting legislation, Abengoa Solar
tests for impairment of non-financial assets whenever any event or change in circumstances indicates
that the carrying amount may not be recoverable. These impairment tests require an estimate of the
future cash flows of the assets and the most appropriate discount rate in each individual case.
Abengoa Solar believes its estimates in this respect to be appropriate and consistent with current
market circumstances and that its discount rates reflect the risks relating to each asset appropriately.
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b)
Useful lives of property, plant and equipment and intangible assets
Abengoa Solar determines the estimated useful lives and the related depreciation or Amortization
expense for its property, plant and equipment and intangible assets (see Notes 2.3 and 2.4). For
assets related to the energy sector, this estimate is based on the forecast life cycles for use of the
solar plants and, in certain cases, independent experts’ reports. Notwithstanding, said estimates
could change significantly as a consequence of technical innovations in response to the sector’s
future development. The depreciation or Amortization charges are increased when the useful lives
are shorter than the previously-estimated lives, or technically-obsolete or non-strategic assets that
have been abandoned or sold are written down or derecognized.
c)
Estimation of provisions
As stated in Notes 2.20 and 18, Abengoa Solar recognizes certain provision for which it makes its
best estimate. In the case of dismantling provisions, it makes an annual review of the costs that, if
applicable, would be incurred in the dismantling and definitive closure of its electricity-generating
installations. For provisions for warranties on the products manufactured by the Group (mirrors), the
warranty risk associated to each contract with a customer is estimated in accordance with
experience, the term of the warranty period and the technical requirements agreed and the liability
to be recognized at the end of each reporting period is estimated.
d)
Fair value of derivatives and other financial instruments
As described in Note 2.9, the Group uses derivative financial instruments in order to mitigate
financial risks derived from exchange and interest rate fluctuations. Financial derivatives are
recognized at fair value at the commencement of the contract and said value is subsequently
adjusted in the Consolidated Statement of Financial Position at the end of each reporting period.
The method for recognising the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument and the nature of item hedged, which is explained in Note 2.9.
The data used to calculate the fair value financial derivatives are based on the use of observable
market inputs that are available, based either on quoted market prices or the application of
measurement techniques (Level 2). The measurement techniques used to calculated the fair value of
financial derivatives include the discounting of future cash flows associated thereto, using
assumptions based on market conditions at the measurement date or prices established for similar
instruments, among others. The measurement of derivative financial instruments requires the use of
considerable professional judgement.
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e)
Corporate income tax and recovery of deferred tax assets
The Group is subject to corporate income tax under various jurisdictions (see Notes 2.18 and 20). The
corporate income tax provision for the year is calculated on the basis of the tax legislation in force at
the date of the Statement of Financial Position in countries where subsidiaries and associates operate
and generate taxable income. Subsidiaries not included in the tax consolidation of Abengoa, S.A.
settle their corporate income tax under numerous tax jurisdictions all over the world.
Calculating corporate income tax requires interpretations of the tax legislation applicable to each
Group company. There are a number of factors, linked primarily, but not exclusively, to changes in
both current tax laws and the interpretation thereof, which require Group Management to make
estimates. Consequently, additional contingencies and/or liabilities might arise from, among other
items, possible different interpretations of current tax legislation as a result of an inspection by the
tax authorities.
The recoverability of deferred tax assets is assessed when they are generated and subsequently at the
end of each reporting period, in accordance with the evolution of the Group’s results forecast in its
business plan. When making this assessment, Management considers possible reversals of deferred
tax liabilities, projected taxable profits and tax planning strategy.
This assessment is made on the basis of internal projections, which are updated to reflect the
Group’s most recent operating trends.
The Group’s current and deferred corporate income tax may be affected by events and transactions
that arise in the ordinary course of business and/or by special non-recurring circumstances.
The assessment of the appropriate amounts and the classification of the corporate income tax
depend on several factors, including the estimated calendar for realisation of deferred tax assets and
payment of corporate income tax. Actual collections and payments may differ significantly from
those originally estimated as a result of changes in tax legislation or unforeseeable future
transactions that affect the corporate income tax balances.
Deferred taxes are determined using tax rates approved or about to be approved at the end of the
reporting period of each company and expected to apply when the corresponding deferred tax asset
is realised or the deferred tax liability is settled.
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As stated in Note 20, at the date of formulation of the Consolidated Annual Financial Statements,
the tax inspection of the consolidated tax group headed by Abengoa, S.A., of which the company
Abengoa Solar España, S.A. forms part, was in progress, although no proposed tax adjustments had
been notified. Parent company Directors consider that, although additional liabilities could arise from
possible different interpretations of the tax legislation as a result of this inspection, these would not
have a significant effect on the Consolidated Annual Financial Statements.
This estimate has been made using the best information available and the circumstances at 31
December, 2010 and 2009, although the final outcome of the inspection cannot be predicted with
certainty.
f)
Revenue from construction contracts
As stated in Note 2.23, revenue from construction contracts is recognized using the percentage-ofcompletion method for contracts where the result of the contract may be reliably estimated and it is
probable that it will generate profits. When the result of a construction contract cannot be reliably
estimated, the revenue from the contract is recognized only up to the limit of the contract costs
incurred that are likely to be recovered.
The percentage of completion is determined in accordance with the actual costs of the contract
incurred up to the date of the Statement of Financial Position as a percentage of the total estimated
costs for each contract. Costs incurred in the year in relation to future activity on a contract are
excluded from the contract costs when determining the percentage of completion. They are shown
as inventories, prepayments or other assets, depending on their nature.
When applying the percentage-of-completion method, estimates are made in relation to the total
estimated costs of the contract, provisions related to the contract, the period of execution of the
contract and the recoverability of claims. Over past years, the Group has established a sound project
and internal control management system, monitoring each project regularly. As far as possible, the
Group applies past experience to estimating the principal elements of construction contracts and
uses objective data, such as physical inspections or third-party confirmations, as a basis.
Although estimates relating to construction contracts are reviewed regularly on an individual basis,
significant judgements are made and not all the possible risks can be specifically quantified.
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Note 4.- Intangible Assets
4.1.
The breakdown of the movements on the main categories of intangible assets at 31 December,
2010 and 31 December, 2009, including those generated internally and other intangible assets, was
as follows:
Cost
Computer
Software
Other
Intangible
Assets
Development
Projects
Total
92
41,389
563
42,044
Increases
430
29,990
329
30,749
Decreases
(64)
Balances at 31 December, 2008
(12)
(25)
(27)
Changes in consolidation
-
-
1
1
Translation differences
-
(3,271)
124
(3,147)
Total at 31 December, 2009
Increases
Decreases
Reclasifications
Other movements
69
510
68,083
990
69,583
7,659
13,329
188
21,176
-
-
-
-
-
-
-
-
(4)
-
-
(4)
129
372
-
501
-
-
(672)
(672)
8,294
81,784
506
90,584
3
Accumulated Amortization
Computer
Software
Development
Projects
Other Intangible
Assets
Total
(84)
(41,010)
(17)
(41,111)
Increases
(35)
(6,135)
(9)
(6,179)
Decreases
-
-
-
-
-
-
-
-
-
3,221
14
3,235
(119)
(43,924)
(12)
(44,055)
Increases (provision)
(587)
(8,855)
(19)
(9,461)
Decreases
-
-
-
-
-
-
-
-
-
-
-
-
(93)
(112)
-
(205)
-
-
(101)
(101)
(799)
(52,891)
(132)
(53,822)
Net balances at 31 December, 2009
391
24,159
978
25,528
7,495
28,893
374
36,762
Reclasifications
Other movements
This heading includes the intangible assets of Group companies that do not use Project Finance to
execute their projects. Companies that use this type of finance are presented as Intangible Assets in
Projects, as stated in Notes 2.5 and 6.
Computer software includes the licence and implementation of the SAP R2 system that was acquired
by a related company of the Simosa I.T. Group (which, in turn, passed this amount on to companies
where said system has been implemented). The Group capitalised 7,349 thousand euros for this item
in the year.
Abengoa Solar makes an important R&D investment effort, intended to improve the performance of
the thermosolar and photovoltaic plants, which is classified as Development Projects. The most
significant variations in the year related primarily to development projects for an amount of 13,329
thousand euros (30,119 thousand euros in 2009). The assets are primarily related to the Solúcar
Platform in Seville. Said assets are used to operate and test both parabolic-cylinder and tower
thermosolar technologies applied at the Group’s other plants.
In addition to this investment in Development, the Group carries on other Research activities that are
recorded in the Consolidated Income Statement, the total effort in the year 2010 (including both
Research and Development) being 22,120 thousand euros (41,780 thousand euros in 2009).
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The useful economic life of Development Projects is based on the technical estimate of applicability
of this technology, used continuously during the text phase and subsequent commercial operations
of the generation plants that are or will be in operation.
As stated in Note 16, there are some intangible assets, specifically Development Projects, that have
been partially financed through official grants.
Almost all the assets under development are constructed by related companies (primarily Abener
Energía, S.A.) (see Note 35.3). At the end of the reporting period, the Group did not hold any
significant future commitments with related companies for the construction of intangible assets (see
Note 9.1.c).
The net amount of Intangible Assets outside Spanish territory is not significant.
No financial expenses arising on the financing of intangible assets were capitalised in either year.
There are no intangible assets with indefinite useful lives. Likewise, there are no intangible assets
with restricted ownership or pledged in guarantee of liabilities..
According to the information available to the Directors, it was not necessary to recognize any
impairment losses on intangible assets for significant amounts during the year.
Note 5.- Property, Plant and Equipment
5.1.
The breakdown of and movement on the different categories of property, plant and equipment at
31 December, 2010 and 31 December, 2009 were as follows:
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3
Cost
Increases
Decreases
Increases
Decreases
Reclasifications
Other movements
Accumulated Depreciation
Increases
Decreases
Reclasifications
Consolidation adjustments
Decreases
Reclasifications
Other movements
Land &
Buildings
65.831
27
8.669
74.527
15.369
4.150
12.878
402
107.326
Land &
Buildings
(996)
(27)
(15)
(1,038)
(225)
(2,030)
(104)
(3.397)
Plant &
Machinery
8.401
21
(76)
186
8.532
3.612
(211)
95
21.482
(1.730)
31.780
Prepayments
& PPE in the
course of
construction
15.153
1.529
(1.344)
(3.571)
11.767
27.258
(263)
260
39.023
Other
property,
plant &
equipment
2.030
375
(55)
(271)
2.079
515
49
1.127
3.770
Plant &
Machinery
(3,387)
(284)
5
(45)
(3,711)
(6,321)
(155)
(4,274)
(14.461)
Prepayments
& PPE in the
course of
construction
-
Other
Property,
Plant &
Equipment
(598)
(193)
6
(5)
(790)
(1,017)
65
(1.742)
Total
(4,981)
(504)
11
(65)
(5,539)
(6,546)
(155)
(2,030)
(5,395)
65
(19.600)
Other
Property,
Plant &
Equipment
Total
Total
91.415
1.952
(1.475)
5.013
96.905
46.754
(211)
4.031
35.747
(1.328)
181.898
(57,332)
(57,332)
(11,901)
20,636
(4,796)
(53,393)
-
Prepayments
& PPE in the
course of
construction
-
-
-
-
16,157
4,821
11,767
1,289
(57,332)
(57,332)
(11,901)
20,636
(4,796)
(53,393)
34,034
50,536
17,319
39,022
2,028
108,905
Impairment
Balances at 1 January, 2009
Impairment
Impairment
Reversal of impairment
Transfer
Land &
Buildings
72
Plant &
Machinery
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3
This heading includes the property, plant and equipment of the Abengoa Solar companies that do
not use Project Finance to construct their assets. The companies that have this type of financing are
presented as Property, Plant and Equipment in Projects, as stated in Notes 2.5 and 6.
Principal variations in the year 2010
The most significant variations that took place in 2010 primarily correspond to:
-
Increases due to the acquisition of land in the United States by the company Abengoa Solar
Inc. for 9,368 thousand euros.
-
The increase in the “Transfers” line as a result of the transfer made in order to improve the
presentation of certain assets that were classified as Property, Plant and Equipment in
Projects in the previous year (see Note 6.2) for an approximate amount of 53 million euros
(47 million euros net of depreciation).
-
The decrease in the “Transfers” line of the assets of the company Arizona Solar One Llc due
to transfer to Property, Plant and Equipment in Projects for 26,638 thousand euros, since the
company is now considered a project company because it has obtained new non-recourse
financing to carry on its activity (see Note 14).
-
The increase in the line “Prepayments and PPE in the course of construction” for project
promotion expenses of 7,821 thousand euros in the United States, as well 9,980 thousand
euros for the same item in companies for which the financing is expected to be concluded in
2011.
-
The increase in the line “Prepayments and PPE in the course of construction” for surface
rights of 9,457 thousand euros in companies in the project promotion phase.
No significant variations in Property, Plant and Equipment arose in the year 2009.
Impairment charges for the year 2010
The principal impairment charge recognized in the year 2010 related to the investment made in the
promotion of the Mojave project for an amount of 10,546 thousand euros. As previously occurred in
2009, problems still exist in obtaining financing for the development of said project and, considering
that the contracts signed with the electricity distribution company for construction of the solar plant
are subject to financing being obtained, the recoverability of this amount in the medium term has
been classified as doubtful.
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The amount of this impairment, together with the charge made in the year 2009, relates to the
excess of the carrying amount (37,275 thousand euros) over the recoverable amount (5,847
thousand euros), the latter being considered as the fair value less selling costs.
On 21 December, 2010, the financing of the Solana project was concluded for an amount of 1,450
million dollars, meeting the requirements of the 1603 Program sponsored by the United States
Treasury Department.
Therefore, having concluded the financing as stated in Note 14, Group Management decided that
the reasons for which the impairment of the assets acquired was considered probable to have
disappeared. Therefore, at the end of the 2010 reporting period, it reversed the impairment for an
amount of 20,636 thousand euros, which is shown in the movement “reversal of impairment” (see
explanation of the 2009 impairment charges).
The line “Transfers” includes the impairment relating to the companies transferred from the
Property, Plant and Equipment in Projects heading, as stated above, to improve the presentation of
certain assets classified under said heading in the preceding year.
Impairment charges for the year 2009
The impairment charges recognized in 2009 corresponde to a write-down of the carrying amounts
of certain items of property, plant and equipment to their recoverable amount. The circumstances
identified at the end of the 2009 reporting period as indications of possible impairment were
probable external factors relating to the legal, economic, financial and/or market environment in
which said items operated or were intended to operate.
This impairment led to the recognition of a loss in the Consolidated Income Statement under the
heading “Amortization, depreciation and impairment” for an amount of 62,128 thousand euros in
2009, distributed between 57,332 thousand euros under the Property, Plant and Equipment heading
and 4,796 euros under the Property, Plant and Equipment in Projects heading (see Note 6.2).
The amount recognized under Property, Plant and Equipment relates specifically to the impairment
of land acquired in the States of Arizona and California in the United States, for an amount of
32,616 thousand euros, and to constructions and promotion expenses for these assets, for an
amount of 24,716 thousand euros, for the development of these two projects related to thermosolar
technology electricity generation (Solana –Arizona- and Mojave –California-).
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3
The amount of said impairment is the excess of the carrying amount (79,413 thousand euros) over
the recoverable amount (22,080 thousand euros), the latter being considered to be the fair value of
the land less selling costs.
The carrying amount of the land associated to these projects is based on their industrial use. Given
the problems existing in the financing for development of the projects and considering that the
contracts signed with the energy distribution company for construction of the solar plants were
subject to financing being obtained, they were then considered as land for non-industrial use for the
purposes of estimating their fair value. Thus, the fair value of the impaired assets was calculated on
the basis of the best information available on the value of land for non-industrial use, so that it
reflected the amount that could be obtained in a sale transaction on this type of asset between
interested and informed parties, after selling costs had been deducted.
The assets related to the solar activity in the United States have not been classified as assets held for
sale because the Group does not intend to recover their value by selling them, which is a
requirement of IFRS 5. However, when determining the fair value less selling costs of said assets, the
Group has considered the sale thereof as the most probable recovery method, taking into account
the financial difficulties associated thereto and, consequently, the delays in the development of these
projects.
These solar plants are among the largest constructed to date and require a significant investment of
funds obtained through borrowings. Due to market conditions in the year 2009, the Group was not
certain that it would obtain the financing for these projects.
5.2.
As stated in Note 2.4, there are surface right options in favour of the Group on land belonging to
third parties and related parties, which are included as an increase in the value of the asset. This land
is used to exploit, operate and maintain solar plants.
5.3.
The Property, Plant and Equipment has no kind of mortgage guarantee or similar. Guarantees on
Property, Plant and Equipment are set forth in Note 6.
5.4.
Interest costs on these assets have not been capitalised because Property, Plant and Equipment
comprises assets that are not in the construction phase and do not, therefore, qualify as eligible
assets, as stated in Note 2.6.
5.5.
It is Group policy to take out all the insurance policies deemed necessary to cover any possible risks
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3
that might affect the Property, Plant and Equipment.
5.6.
The Group has no Property, Plant and Equipment outside Spain that belongs to companies whose
registered office is in Spain.
5.7.
Property, Plant and Equipment in currencies other than the euro and located outside Spain, is 24,183
thousand dollars (26,202 thousand dollars in 2009), net of accumulated depreciation and
impairment. The associated exchange differences are shown in the movement table of Note 5.1.
These assets are in the United States.
5.8.
Property, Plant and Equipment acquired from related companies did not represent significant
amounts in either of the two years. The Group did not hold significant future commitments for the
construction of Property, Plant and Equipment (other than Projects) with related companies at the
year end (see Note 9.1.c).
5.9.
In the cases of investments in Property, Plant and Equipment on owned land or land owned by third
parties, Abengoa Solar has estimated the costs of dismantling or removing the items affected and
the cost of restoring the site on which they stand (see Note 18).
5.10.
As stated in Note 16, there are items of Property, Plant and Equipment that have been financed
through official grants. The gross amount of subsidised property, plant and equipment was 9,360
thousand euros at 31 December, 2010 (8,593 thousand euros in 2009).
Note 6.- Fixed Assets in Projects
As stated in Note 2.5, in order to manage its business, the Group classifies its portfolio of intangible
assets and property, plant and equipment in accordance with the type of financing obtained to
develop them. Fixed Assets in Projects includes the intangible assets and property, plant and
equipment of those companies that have the corporate purpose of developing a project consisting of
the design, construction, financing, operation and maintenance of an owned project that is financed
through Project Finance, i.e. non-recourse financing for projects (see Note 14).
This Note provides both details of the fixed assets attached to said projects and any other relevant
information concerning the assets (excluding details of the non-recourse financing and guarantees
applied to the projects, which are described in Note 14 below).
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3
As stated in Note 1.2, Abengoa Solar uses related companies, in which Abengoa Solar, S.A. (parent
company) holds an interest, to construct its solar plants, primarily Abener Energía, S.A., Teyma
gestión de contratos de construcción e ingeniería, S.A. and Teyma USA & Abener Engineering, (See
Note 35.3)
Intangible Assets in Projects
6.1.
The breakdown of intangible assets in projects and movement on these accounts at 31 December,
2010 and 31 December, 2009 are shown below:
Cost
Increases
Decreases
Increases
Decreases
Reclasifications
Other movements
Computer
Software
127
4
131
(131)
-
(84)
(39)
70
(53)
(10)
63
-
Development
Projects
(3,267)
(2,182)
(26)
(5,475)
(2,086)
104
(64)
(7,521)
78
-
Accumulated Amortization
Increases
Decreases
Decreases
Reclasifications
Other movements
Computer
Software
Development
Projects
53,319
69
(366)
53,022
364
(168)
53,218
34
11
157
0
202
(202)
-
Other
Intangible
Assets
Total
53,480
84
157
(366)
53,355
364
(501)
53,218
0
-
Total
(3,351)
(2,221)
44
(5,528)
(2,086)
(10)
167
(64)
(7,521)
47,547
202
47,827
45,697
-
45,697
No significant variations took place in the years 2010 and 2009.
77
Other
Intangible
Assets
3
The Development Projects column includes the first tower thermosolar plant in the world, which has
been in commercial operation since May 2007 (PS10). This plant generates clean energy able to
supply 5,500 homes per year. It was built by a company related to the Group.
Development Projects guaranteed financial debt of 38,407 thousand euros in 2010 (39,774
thousand euros in 2009), included in Note 14.
As stated in Note 16, there are intangible assets in projects financed through official grants. The
gross amount of subsidised intangible assets in projects was 1,202 thousand euros at 31 December,
2010 (same amount in 2009).
There are no intangible assets in projects outside Spanish territory.
According to the information available by the Directors, it was not necessary to recognize
impairment losses for significant amounts on the intangible assets in projects during the year.
There are no intangible assets in projects with indefinite useful lives. Likewise, there are no intangible
assets in projects with restricted ownership.
Property, Plant and Equipment in Projects
6.2.
The breakdown of the different categories of property, plant and equipment in projects at 31
December, 2010 and 31 December, 2009 and movement on these accounts during the years are
shown below:
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3
Cost
Increases
Decreases
Reclasifications
Other movements
Increases
Decreases
Reclasifications
Other movements
Accumulated Amortization and
Depreciation and Impairment
Impairment
Decreases
Reclasifications
Other movements
Impairment
Decreases
Reclasifications
Other movements
Land and
Constructions
14,575
39,338
12,447
66,360
9,836
Plant and
Machinery
101,145
6,174
(132)
117,986
(8,050)
217,123
15,521
(17,235)
(238)
6,327
728,463
65,050
961,107
Prepayments
and PPE in the
course of
construction
471,312
287,312
(164)
(117,986)
640,474
707,614
Other
Property,
Plant and
Equipment
767
355
1,122
(11,078)
(1,113)
(760,938)
(11,508)
563,451
Land and
Constructions
(4,796)
(4,796)
4,931
(135)
-
Plant and
Machinery
(2,164)
(9,475)
(715)
(12,354)
(22,666)
4,282
(30,738)
Prepayments
and PPE in the
course of
construction
-
61,564
204,769
65,050
930,369
(1,124)
2
Other
Property,
Plant and
Equipment
Total
587,799
333,179
(296)
4,397
925,079
732,971
(28,313)
(1,351)
(27,272)
(11,506)
1,589,608
(247)
(445)
(692)
1,017
(325)
-
Total
(2,164)
(9,722)
(4,796)
(1,160)
(17,842)
(22,666)
10,230
(460)
(30,738)
640,474
430
907,237
563,451
-
1,558,870
Principal variations in the year 2010:
The most significant variations that took place in the year 2010 relate primarily to the increase, in the
line “Increases”, due to the execution of new thermosolar technology plant projects, basically as a
result of progress in projects located in Spain and the United States, making investments of more
than 700 million euros in the construction of the plants Solacor Electricidad Uno, S.A, Solacor
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3
Electricidad Dos, S.A., Solaben Electricidad Dos, S.A., Solaben Electricidad Tres, S.A., Helioenergy
Electricidad Uno, S.A., Helioenergy Electricidad Dos, S.A., Arizona Solar One, LLC, Solnova
Electricidad S.A., Solnova Electricidad Tres, S.A. and Solnova Electricidad Cuatro, S.A.
In 2010, the line “Transfers” shows the completion and start up of the thermosolar technology
plants Solnova Electricidad, S.A., Solnova Electricidad Tres, S.A. and Solnova Electricidad Cuatro,
S.A., which came into operation during the year.
Likewise, the line “Changes in the consolidated group” shows a 50% decrease in the balance due to
the change in the group relating to the companies Helioenergy Electricidad Uno, S.A. and
Helioenergy Electricidad Dos, S.A., which totalled 28,313 thousand euros, when these companies
changed from full consolidation to the propotional method (see Note 2.2.2).
The amounts included on the line “Transfers” in the year 2009 show primarily the transfer of
property, plant and equipment in the course of construction, due to the commencement of the
activity of PS-20, together with the purchase and sale of land between parent companies and
projects.
Additionally, the variations in the year 2009 relate basically to the progress in the construction of the
thermosolar plants, with both tower and parabolic-cylinder technology, located on the Solúcar
Platform. In the year 2009, the PS-20 Thermosolar Tower came into operation.
6.3. As stated in Note 2.4, there are surface rights in favour of the Group on land belonging to third
parties and related companies. These rights are shown as an increase in the value of the asset. This
land is used for the exploitation, operation and maintenance of solar plants.
6.4. Almost all the property, plant and equipment in projects has been contracted to related companies
under the EPC (turnkey) contracts signed with these companies. The amount of the property, plant
and equipment constructed by related companies was 1,340,800 thousand euros in 2010 (799,689
thousand euros in 2009).
6.5. Future commitments for construction of property, plant and equipment with related companies
totalled 2,004,448 thousand euros (see Note 9.1.c), relating to the contracts signed for the
construction of the plants in progress. At the 2009 year end, Abengoa Solar held signed contracts
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3
for the construction of thermosolar technology plants the execution of which was pending
completion for a total amount of 95,059 thousand euros.
6.6. According to the information available to the Directors, it was not necessary to recognize impairment
losses of significant amounts on property, plant and equipment in projects.
6.7. The property, plant and equipment in projects is placed as a guarantee for repayment of the
respective debt from the Project Finance, broken down in Note 14. The amount of the property,
plant and equipment guaranteeing such debt is the whole of Property, Plant and Equipment in
Projects.
6.8. Financial costs capitalised during the year 2010 were 31,860 thousand euros (28,387 thousand
euros in 2009), which related to interest accrued on debt with financial institutions and subordinated
debt at average rates of between 1.76% and 4.76% (3.84% and 4.57% in 2009) and the interest
on credit contracts with Abengoa, S.A. at a rate of 8.35% in 2010 (6.99% in 2009).
6.9. As stated in Note 16, there are items of property, plant and equipment in projects financed through
official grants. The amount of the subsidised property, plant and equipment in projects is 3,327
thousand euros.
6.10. Group companies follow the policy of taking out all the insurance policies deemed necessary to cover
any possible risks that might affect the property, plant and equipment in projects.
6.11. The Group does not have any property, plant and equipment in projects outside Spain that belongs
to companies whose registered offices are in Spain.
6.12. Property, plant and equipment in projects in currencies other than the euro and located outside
Spain is 199,898 thousand dollars, net of accumulated depreciation. The associated exchange
differences are shown in the movement table of Note 6.2. These assets are in the United States. At
31 December, 2009, no assets were held in currencies other than the euro.
6.13. In the cases of investments in property, plant and equipment on own land or land owned by third
parties, Abengoa Solar has estimated the costs of dismantling or removing the elements affected
and the cost of restoring the site on which they stand (see Note 18).
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3
Note 7.- Investments in Associated Companies
The breakdown of investments in associated companies at 31 December, 2010 and 31 December,
2009 was as follows:
Balance at
31.12.09
Construcciones Metálicas Mexicanas Comemsa, S.A. de
C.V.
Cedisolar, S.A.
Changes in
consolidated
group
Taken to profit
and loss
Company
2,334
Balance at
31.12.10
487
2,821
2,495
2,495
Evacuación Valdecaballeros 2009 S.L.
1,024
Evacuación Villanueva del Rey, S.L.
-
-
-
-
17
17
228
228
Shams One Company LLC
Shams Power Company PJSC
Fundación Soland
Total
4,829
Balance at
Company
Taken to profit
and loss
31.12.08
Construcciones Metálicas Mexicanas Comemsa, S.A. de C.V.
487
2,155
30
30
1,299
6,615
Changes in
consolidated
group
Balance at
31.12.09
189
(10)
2,334
-
-
2,495
2,495
2,155
189
2,485
4,829
Cedisolar, S.A.
Total
1,024
As stated in Note 2.21, the Group has 7 companies as investments in associated companies, none of
which is listed. The Group’s share in the profits or losses of its main associate, Construcciones
Metálicas Mexicanas Comemsa, S.A. de C.V., and its share in the assets thereof (including goodwill
and liabilities) are shown below:
Construcciones Metálicas Mexicanas Comemsa, S.A.
de C.V
Country of
incorporation
Assets
Liabilities
Profit/Loss
% interest
At 31 December, 2010
Mexico
13,554
11,297
487
25%
Mexico
29,600
23,440
755
25%
The rest of the associated companies do not represent amounts of sufficient significance to be
further broken down in the Consolidated Annual Financial Statements.
All the notifications necessary have been made to the companies in which an interest of more than
10% is directly or indirectly held, in compliance with Art. 155 of the Capital Companies Act.
There were no commitments to investments in associated companies in either of the years.
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3
There are no restrictions on the transfer of funds to the investor in any of the associated companies.
Note 8.- Inventories
8.1.
The composition of inventories at 31 December 2010 and 31 December, 2009 was as follows:
Amount at
31/12/2010
Items
Raw materials and other supplies
5,243
Work in progress and semi-finished goods
Projects in progress
Finished goods
Advance Payments
Impairment
Total
Amount at
31/12/2009
7,402
95
292
17,372
17,558
679
849
14,797
9,485
-11,382
-3,437
26,804
32,149
As stated in Note 2.11, the Inventories heading includes:
‐
The value of the necessary raw materials acquired for manufacture of parabolic mirrors for
thermosolar energy plants made by the companies Rioglass Solar, S.A. and Rioglass Solar
Dos, S.A., together with the manufacturing expenses incurred in the production of the
mirrors. Once the production process is completed, the mirrors are classified as finished
goods.
‐
The value of the raw materials necessary for the construction, assembly and sale of all kinds
of metal and mechanical structures or objects, among other items, made by the company
Eucomsa, S.A., together with the costs incurred in the manufacture thereof. While the asset
is in the process of construction, the Group classifies the execution thereof as work in
progress and semi-finished goods.
‐
The value of the costs incurred by the Group’s promotion companies (primarily Abengoa
Solar España, S.A. and Abengoa Solar PV, S.A.) in thermosolar and photovoltaic promotion
projects, such as the expenses of geotechnical studies, external engineering, approvals and
costs necessary to obtain licences and permits, among other items, which are classified as
projects in progress.
The principal variation in the Inventories heading in the year 2010 related to the increase in
prepayments to suppliers authorised for the commencement of the supply of tubes and turbines for
thermosolar plants.
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3
The impairment provision recognized in the year 2010 for a total amount of 7,945 thousand euros
relates primarily to projects in progress, due to the impairment of photovoltaic technology modules
and mechanisms in stock, the realisation of which is considered doubtful, for an amount of 7,244
thousand euros, as well as the impairment of promotion expenses incurred in Spain for certain
thermosolar projects, for an amount of 653 thousand euros.
The impairment loss of 3,437 thousand euros recognized in 2009 related to some photovoltaic
technology components in stock, due to a drop in their market price.
8.2.
The amount of inventories in companies outside Spanish territory was 128 thousand euros in the
year ended 31 December, 2010 (691 thousand euros at the end of 2009).
8.3.
There are no limitations on the availability of the inventories due to factors such as guarantees,
pledges or bonds, except for normal project construction guarantees, which are released as the
contractual milestones are met.
8.4.
The Group holds several insurance policies to cover the risks to which inventories are subject. The
cover of these policies is deemed sufficient.
8.5.
The Group held firm commitments of 15,353 thousand euros for the acquisition of inventories at 31
December, 2010. At 31 December, 2009, there were no significant commitments for the acquisition
of inventories.
Note 9.Financial Risk Management and Information on Financial
Instruments
9.1.
Financial Risk Factors
Abengoa Solar’s activities are exposed to various types of financial risk: market risk (including
exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.
Abengoa Solar’s Risk Management Model attempts to minimize the potential adverse impact of such
risks upon the Group’s financial performance. Risk management is controlled by the Corporate
Finance Department of Abengoa S.A., which identifies and evaluates the financial risks in close
collaboration with the Group’s operating units and quantifies them by project, area and company.
See the financial instruments employed to cover certain risk exposures in Note 11.
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The internal management rules provide written policies for global risk management and for specific
areas such as foreign exchange risk, credit risk, interest rate risk, liquidity risk, use of hedging
instruments and derivatives and investing excess liquidity.
Both internal management rules and key control procedures in the Group are drawn up in writing
and compliance is supervised by the Internal Audit Department.
Each of the financial risks to which the Group is exposed in the course of its activities is set forth
below:
a)
Market risk
The Group’s activities fundamentally are exposed to financial risks deriving from changes in
exchange rates and interest rates. In order to hedge these exposures, Abengoa Solar uses
forward options and swaps for foreign currency and interest rate futures. As a general rule, it
does not use derivative financial instruments for speculative purposes (see Note 11).
‐ Foreign exchange rate risk
The Group operates internationally and, therefore, is exposed to foreign exchange risk. This
risk arises when future commercial transactions and recognized assets and liabilities are
denominated in a currency other than the company’s functional currency. In this respect, the
Group’s main foreign exchange exposure relates to the United States dollar against the euro
(see Note 2.22).
In order to control foreign exchange risk, foreign currency forwards are used (see Note 11).
The Group uses primarily the following currencies in the course of its activity:
Average Exchange Rate
US Dollar
Mexican Peso
Closing Exchange Rate
2010
2009
2010
2009
0.7551
0.7196
0.7484
0.6942
0.0598
0.0533
0.0606
0.0537
At 31 December, 2010, if the US dollar exchange rate had varied by +/- 10% in respect of
the euro, all other variables remaining constant, the effect on the profit and loss account and
reserves would not have been significant for either of the two years.
Exchange rate hedges were not significant at 31 December, 2010 and 31 December, 2009
and, therefore, their sensitivity analysis is almost inappreciable (see Note 11).
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‐ Interest rate risk
The Group actively manages its exposure to interest rate risk to mitigate its exposure to the
variation in interest rates derived from borrowing bearing variable rates.
Interest rate risk arises primarily from financial liabilities at variable interest rates (nonrecourse financing and corporate financing, see Notes 14 and 15, respectively). In this
respect, the Group’s main exposure to interest rate risk relates to variable interest rates
indexed to Euribor.
Loans received at variable interest rates expose the Group to cash flow interest rate risk. In
relation to interest rate risk, it is managed by the Group to minimize the impact of possible
variations in the financial expense related to debt at variable interest by entering into interest
rate derivatives. To control interest rate risk, basically swaps and interest rate options (caps)
are used, which, in exchange for a premium, furnish protection against an upward evolution
of the interest rate. Loans at fixed rates expose the Group to fair value interest rate risks.
These loans are not hedged with any financial derivative.
The financing of solar plant projects has the characteristic of being linked to the projects’
own flows. In this context, the objective is to try, as far as possible, to assure the flows by
entering into hedges against possible interest rate variations, avoiding any potential
subsequent changes in the profitability of the project provoked by a variation in said interest
rates. These hedging mechanisms fall within the obligations that are often imposed by the
financial institutions. A breakdown thereof is shown in Note 11.
The interest rates used by the Group at 31 December, 2010 and 31 December, 2009 were as
follows:
Variable interest rate (Euribor 6M plus spread)
Variable interest rate (LIBOR 3M plus spread)
Fixed interest rate
31/12/2010
31/12/2009
1.44% - 4.97%
1.64% - 4.55%
0.75% - 0.80%
-
17%
17%
At 31 December, 2010, if the interest rate indexed to Euribor had varied by +/- 25 b.p., with
all other variables remaining constant, the effect on the profit and loss account would have
been +/- 3,302 thousand euros, due to the increase in the time value, and the impact on
other reserves would have been +/- 30,471 thousands of euros, due primarily to the increase
in value of the interest rate hedges with swaps and caps.
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A breakdown of interest rate derivatives at 31 December, 2010 and 31 December, 2009 is
given in Note 11.
In the year ended 31 December, 2010, Abengoa Solar held hedges for between 70% and
100% of the notional value, with maturities up to 2030 and guaranteed average rates of
1.23% and 4.87%. In 2009, hedges were held for between 70% and 100% of the notional
value, with maturities up to 2030 and insured average rates of 3.84% and 4.87%.
The amounts of the financial debt at variable interest rates that was not hedged with interest
rate derivatives at 31 December, 2010 and 31 December, 2009 were 704,974 thousand
euros and 469,954 thousand euros, respectively, representing 39% and 43% of the debt,
respectively. These unhedged amounts relate primarily to the financial liabilities, net, held
with Abengoa, S.A. through the Centralised Treasury (see notes 12, 14 and 15).
‐ Price risk
Energy sales price risk arises primarily from changes in tariffs or the selling price of energy in
the organised market. Depending on the jurisdictions, electricity selling prices are determined
(i) wholly or partially at the decision of the regulatory authorities in the form of fixed, tariffs,
administrative procedures for fixing tariffs and/or incentives, or a combination of the
foregoing; or (ii) long-term energy purchase contracts signed with distribution companies or
other purchasers. In Spain, the Group’s main market, there are currently 193 MW (43 MW in
2009) in operation that apply the national long-term tariff systems for thermosolar energy
provided for in Royal Decree 661/2007. Furthermore, there are other plants in the
construction phase that have been entered in the special register provided for in Royal
Decree-Law 6/2009 of 30 April, whereby determined measures in the energy sector were
adopted. Provided they meet the requirements established in this Royal Decree-Law, they will
also benefit from the tariff systems fixed in Royal Decree 661/2007 (see Note 2.26).
Additionally, only a limited number of suppliers are currently in a position to supply certain
specialised equipment that is used in the plants, such as mirrors, structures, tubes and steam
turbines for PCC (Parabolic Cylinder Collector) technology. Although, in general, these
suppliers supply the Group through subcontractors, Abengoa Solar is subject to the general
availability of this equipment in the market. Possible bottlenecks in supply that affect the
materials, components and equipment necessary to construct and operate the solar plants
could have a significant negative impact on the business. Notwithstanding, the key
component manufacturing activity allows Abengoa Solar to position itself favourably in
comparison with other competitors who might be affected by occasional limitations on
supply and the price volatility of certain components.
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The price risk associated to financial assets available for sale is not significant.
b)
Credit risk
The main financial assets exposed to credit risk derived from a third-party counterparty’s failure
to meet its obligations are:
a)
investments in financial assets included in the balance of cash and cash equivalents (Note
13)
b)
non-current financial assets (Note 12)
c)
derivatives (Note 11)
d)
balances relating to trade and other receivables (Note 12)
The maximum global amount of the Group’s exposure to credit risk is formed by the above
mentioned items, since the Group has not granted credit lines for significant amounts to third
parties, apart from those mentioned in Note 12 below.
In relation to credit risk on investments in financial products (included in points a, b and c
above), the counterparties are always financial institutions, with which a strict diversification
policy is followed, taking into account their credit rating according to recognized international
agencies and consisting of fixing maximum limits, which are reviewed on a regular basis.
In the specific case of the restricted cash relating to the financing of solar plant projects, the
financing agreements are most of the time the ones that fix the amounts that must be held as
restricted cash usually also fix the conditions to be met by the financial products in which said
obligations materialise.
Most receivables relate to customers in different industries with contracts that require payments
as the project progresses, upon provision of the service or upon delivery of the product. The
Group’s normal practice is to reserve the right to cancel the work in the event of material breach
of contract, especially non-payment.
For more information on the counterparty risk of the items of trade and other receivables, Note
12 below gives details of the customers’ credit ratings and an analysis of the ageing of trade
receivables, as well as the table of movement on the provision for receivables at 31 December,
2010 and 2009.
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Most collection rights form part of the guarantee granted to the financial institutions that are
taking part in long-term loans under Project Finance arrangements (see Note 14). Likewise, there
is an pledge on the project accounts, which includes the debt servicing reserve accounts
classified as “Cash and cash equivalents” (see Note 13).
The Group considers that there is no concentration of credit risks in the balances exposed to this
type of risk.
c)
Liquidity risk
Abengoa Solar’s liquidity and financing policy is designed to ensure that it has sufficient funds
available to fulfill its financial commitments. Abengoa Solar uses two main financing sources:
- Non-recourse financing applied to projects, i.e. Project Finance, which, as a general rule, is
used to finance any significant investment (see Notes 2.5 and 14). The debt repayment profile
of each project is established in accordance with the fund-generating capacity of each
business, within a range that varies according to the forecastability of the flows of each
business and project. This allows for suitable financing in terms of timing and maturity,
significantly mitigating the liquidity risk.
As stated in Note 13, these financing contracts for solar plant projects establish the need to
hold accounts (restricted cash) the availability of which is furnished as a guarantee of certain
short-term obligations concerning the payment of the interest or principal of the debt. Said
accounts are an additional guarantee against liquidity risk.
Corporate financing, intended to finance the activity of the rest of the companies that are
not financed as described above or that, although they have Project Finance, supplement
their resources when said financing does not cover the whole investment. This financing is
managed through Abengoa, S.A., the parent company of Abengoa Solar, which centralises
the cash surpluses of the rest of the companies for distribution in accordance with Group
needs (see Notes 2.17 and 15) and obtains the necessary funds in the bank and capital
markets.
To ensure a suitable level of debt repayment capacity in relation to cash-generating capacity,
both Abengoa Solar and the companies in which it holds interests fix the following criteria
and lines of action:
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3
‐
Maintaining a Debt Service Coverage Ratio (DCSR) for Group companies that hold
Project Finance credit contracts. There have been no non-compliances in the financing
contracts.
‐
The annual preparation of a Financial Plan by the Corporate Finance Department and its
approval by the Board of Directors. This Plan includes all the financing needs and the
way in which they will be covered.
‐
Fund-generating capacity to meet current and non-current financial obligation. To do
this, there are corporate working capital lines and long-term non-recourse financing
granted by different financial institutions (Project Finance). In relation to the latter, see
Note 14 for the amount granted and the balance drawn at 31 December, 2010 and
2009, including a breakdown of the new financing lines signed in 2010 that have not
yet been used.
‐
In all cases where there are commitments to new investments, said commitments are
usually covered by specific financing prior to their execution.
As set forth above, there is a diversification of financing sources, which try to avoid
concentrations that could affect the working capital liquidity risk.
Management monitors the Group’s liquidity reserve forecasts (which cover credit availability –
Note 14-) and cash and cash equivalents –Note 13-) on the basis of the expected cash flows.
The table below analyses the Group’s non-derivative financial liabilities, grouped by maturity
date considering the remaining period from the end of the reporting period to maturity of the
contract. The amounts shown in the table relate to non-discounted future contractual cash
flows at 31 December, 2010:
Financial Liability
2011
Non-recourse financing (Note 14)
Loans with credit institutions (Note 15)
2012
2013
140,510
37,096
2014
44,953
Subsequent
51,104
1,059,670
5,332
1,182
-
-
1,311
5,660
Trade and other payables (Note 17)
654,293
-
-
Purchase commitments (Note 19)
824,161
1,151,500
456,900
-
-
57,947
60,634
59,115
57,230
509,000
Estimated interest payable over the useful lives of the loans
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The contractual maturities of derivative financial liabilities that are settled for a net amount are
shown in Note 11. Derivatives settled for a net amount include the swaps that the Group uses to
manage the variable interest rate risk profile.
The above table does not show the net balance payable on the financing granted by Abengoa,
S.A. as the centralised treasury for a net amount of 445,099 thousand euros, classified as
“Corporate financing” in non-current liabilities (525,827 thousand euros) and “Financial
receivables” in non-current assets (80,728 thousand euros) (see Notes 12 and 15). Either of the
parties may end, partially or fully, the net debt from this financing, even when it does not have a
specific maturity, with three months’ prior notice. At the 2010 year end, its classification reflects
the parties’ wishes to maintain maturity at more than 12 months.
d)
Capital risk management
The Group manages its investments in capital to ensure that the subsidiaries are assured
continuity from the point of view of their equity situation, maximising the return for
shareholders by optimising the structure of equity and borrowing in the liabilities of the
respective statements of financial position.
In this respect, the Group is using the following channels for growth:
-
Cash flows generated by its conventional business (energy sales, technological components
and project promotion development);
-
Financing of new investments through non-recourse financing;
-
Corporate financing through the ultimate parent, Abengoa, S.A.;
-
Search for external partners to participate in new projects.
The Group’s optimal level of debt is not fixed on the basis of a global ratio of debt over own
resources, but by employing different criteria in accordance with the different levels into which
the debt is structured.
In the case of solar plant projects, each project has a level of debt linked to its operational
variables or prospects of future flows. In this respect, the high debt level is justified by the
existence of long-term projects with foreseeable recurring flows, always seeking borrowing that
is suitable for the project to be undertaken.
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3
Capital management is carried out by the Group’s Strategic Committee, whose approach
concentrates on the increase in the value of the business in the long term, both for shareholders
and investors and for employees and customers. The objective is a constant and sustained
attainment of results through organic growth. For this purpose, it is necessary for there to be a
balance in the business between control over financial risks, combined with the degree of
flexibility required to attain said objectives.
For activities financed by non-recourse financing, a target leverage level is assigned to each
project, based on cash-generating capacity and the existence, generally speaking, of contracts
that endow these projects with a highly recurrent and predictable cash-generating capacity. In
general, relatively high leverage levels are reached. Likewise, certain subsidiaries are obliged to
meet a series of financial ratios throughout the lives of the loans, which forces them to maintain
a certain level of own resources (Note 14).
9.2.
Information on Financial Instruments
The Group’s financial instruments consist primarily of deposits, trade and other receivables,
derivatives, suppliers and loans. The financial instruments by category, reconciled with the items on
the Statement of Financial Position, were as follows:
Category
Notes
Loans and
receivables /
payables at
amortized
cost
Assets /
liabilities at
fair value
Hedging
derivatives
Available for
sale
Total at
31.12.10
10
-
-
-
-
-
Financial derivatives
11
-
21,216
13,070
-
34,286
Financial receivables
12
467,680
-
-
-
467,680
Trade and other receivables
12
177,106
-
-
-
177,106
Cash and cash equivalents
13
220,425
-
-
-
220,425
865,211
21,216
13,070
-
899,497
1,333,333
-
-
-
1,333,333
Total financial assets
Non-recourse financing
14
Corporate financing
15
623,096
-
-
-
623,096
Trade and other payables
17
654,293
-
-
-
654,293
11
2,332
58,454
-
60,786
2,332
58,454
-
2,671,508
Total financial liabilities
2,610,722
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3
Category
Notes
10
11
Loans and
receivables /
payables at
amortized
cost
Assets /
liabilities at
fair value
Hedging
derivatives
Available for
sale
Total at
31.12.09
-
-
224
224
-
12,604
1,353
-
13,957
Financial receivables
12
192,111
-
-
-
192,111
12
146,087
-
-
-
146,087
13
Total financial assets
79,840
-
-
-
79,840
418,038
12,604
1,353
224
432,219
Non-recourse financing
14
885,637
-
-
-
885,637
Corporate financing
15
247,299
-
-
-
247,299
Trade and other payables
17
374,613
-
-
-
374,613
11
-
-
41,873
-
41,873
1.507.549
-
41.873
-
1.549.422
Total financial liabilities
The fair value of assets and liabilities measured at amortized cost is considered to be subject,
primarily, to a variable interest rate indexed to market rates and, therefore, said value is considered
to be similar to the carrying amount, except for financial liabilities indexed to a fixed interest rate, the
fair value of which is broken down in Note 14. Balances maturing at no more than one year are
measured at nominal value, provided that the effect of not discounting the flows is not significant.
Financial instruments measured at fair value are set forth below, in accordance with the following
classification for measuring the fair value:
-
Level 1: Quoted prices in active markets for identical assets or liabilities.
-
Level 2: Measured in accordance with market prices that are observable but not quoted,
either using direct prices or by applying valuation models.
-
Level 3: Measured in accordance with non-observable market data.
All the Group’s financial derivatives measured at fair value are at Level 2 of the fair value
measurement hierarchy. The measurements made by the Group are compared, on a monthly basis,
with those received from the counterparty banks in the transactions.
Financial instruments classified as Level 2 are financial assets available for sale. There were no
significant changes in the fair value of the Level 3 assets and liabilities in 2010 and 2009.
Note 10.- Financial Assets Available for Sale
10.1
The breakdown of financial assets available for sale at 31 December, 2010 and 31 December, 2009
was as follows:
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3
Financial Assets Available for Sale
Balances
18.298
Additions
197
Gains/losses transferred to equity
1,748
Disposals
(20,019)
224
Additions
‐
Gains/losses transferred to equity
-
Disposals
‐
Other movements
(224)
-
Less: non-current portion
-
Current portion
-
Available-for-sale financial assets comprise the investment in the company Heliovolt, in which shares
for an amount of 2,937 thousand euros were held (same amount for 2009). This investment
represents a percentage interest of 2.64% and was fully provided for at the end of both years. The
Group does not consider the fair value of this investment to have varied in either of the two years.
No impairment losses on available-for-sale financial assets were recognized in either 2010 or 2009.
The “Disposals” heading in 2009 shows the sale of the interest in Concentrix Solar, the registered
office of which is in Freiburg (Germany). Abengoa Solar’s interest was 17.8%, meaning a reduction
of 14,100 thousand euros in the investment portfolio. The effect is included in Note 32.
None of the available-for-sale assets is in foreign currency.
10.2
When applicable, all the necessary notifications are made to companies in which a direct or indirect
interest of more than 10% is held, in compliance with Art. 155 of the Capital Company Act.
10.3
There are no substantive circumstances that affect the financial assets on the portfolio, such as
litigations, attachments, etc., and there are no firm purchase and/or sale commitments that can be
considered significant.
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3
Note 11.- Derivatives Financial Instruments
11.1
The breakdown of the fair value of current financial derivates at 31 December, 2010 and 31
December, 2009 was as follows:
31.12.10
Item
Assets
31.12.09
Liabilities
Assets
Liabilities
Interest rate derivatives – cash flow hedges
13,070
58,454
1,353
41,873
Interest rate derivatives – non-accounting hedges
17,920
-
12,410
-
3,296
2,332
194
-
Total
34,286
60,786
13,957
41,873
Non-current part
31,023
58,055
13,763
41,873
3,263
2,731
194
-
Exchange rate derivatives – non-accounting hedges
Current part
The classification of derivatives designated as non-accounting hedges includes derivatives that, in
spite of having been acquired for the purpose of covering certain market risks (interest rate and
foreign exchange) and having initially met the requirements to qualify as hedges, do not, from an
accounting viewpoint, meet all the requirements specified in IAS 39 to be designated as hedging
instruments. The situation relates primarily to the specific case of call options (caps), where, after the
entry into force of the amendment to IAS 39, there was a change in the designation of the hedge, as
stated in Note 2.1.2, which meant that part of the classification of said financial instruments became
non-hedge accounting. Since these derivatives designate a unilateral risk as the risk hedged, their
intrinsic value and time value are separated and only the first may be designated as a hedge
accounting. Therefore, the part of the fair value assigned to the time value of the financial
instrument must be presented as a non-hedge accounting.
In 2010, there were increases in the fair value of interest rate derivatives in the assets for an amount
of 17,260 thousand euros, as well as an increase in interest rate derivatives in the liabilities of 16,182
thousand euros. The variation is primarily due to entering into contracts for new financial
instruments in the year 2010, within the framework of new financing contracts concluded during
the year (see Note 14).
The amount of losses and gains due to changes in the fair value of financial instruments designated
as hedges recognized in the reserve in the equity is broken down in Note 23. The amount of the fair
value transferred to profit and loss in the year for these financial instruments was an expense of
3,529 thousand euros in 2010 (an expense of 721 thousand euros in 2009), net of the tax effect.
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The inefficient portion recognized in the Consolidated Income Statement and originating from cash flow
hedges is not significant in either of the two years (see Note 32).
11.1.1 Interest Rate Hedges
As mentioned in Note 9, the general interest rate hedging policy is based on contracting options in
exchange for a premium (purchase of call option), whereby each company ensures payment of a
maximum fixed interest rate, and contracting swaps of variable to fixed interest.
For non-recourse financing (Note 14) and loans with financial institutions included under the
“Corporate Financing” heading (Note 15) in euros at 31 December, 2010, there was hedging
ranging from 70% to 100% of the notional value of these debts, with maturities up to 1 July, 2030
and guaranteed average rates of between 1.23% and 4.87%. At 31 December, 2009, between
70% and 100% of the notional non-recourse financing debt was hedged, with maturities up to
2030 and guaranteed average rates of between 3.84% and 4.87%.
a) a Cash flow hedges
The breakdown of the maturities of the notional amounts guaranteed by cash flow hedging
derivatives was as follows at the 2010 and 2009 year ends:
Notional 31/12/2010
Asset derivatives
2011
- Swap
2012
2013
2014
Subsequent
-
-
-
-
-
- Cap
96,909
97,710
93,824
87,620
84,858
Total
96,909
97,710
93,824
87,620
84,858
2011
2012
2013
2014
Subsequent
848,915
Notional 31/12/2010
Liability derivatives
- Swap
906,748
933,578
909,623
880,473
- Cap
-
-
-
-
-
Total
906,748
933,578
909,623
880,473
848,915
Notional 31/12/2009
2010
2011
2012
2013
Subsequent
Asset derivatives
- Swap
-
-
-
-
-
- Cap
46,116
27,439
26,489
25,434
24,350
Total
46,116
27,439
26,489
25,434
24,350
2010
2011
2012
2013
Subsequent
280,582
446,158
432,865
418,902
404,027
- Cap
-
-
-
-
-
Total
280,582
446,158
432,865
418,902
404,027
Notional 31/12/2009
Liability derivatives
- Swap
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3
The maturities of the fair values of the cash flow hedging derivatives are almost all longer than 5
years, with a fair value at 31 December, 2010 of 13,070 thousand euros for the asset derivatives
and 58,454 thousand euros for the liability derivatives (1,353 thousand euros for the asset
derivatives and 41,873 thousand euros for the liability derivatives in 2009).
The accumulated gains/losses after tax of the cash flow hedging derivatives in equity at the end
of the years 2010 and 2009 were 37,898 thousand euros and -30,216 thousand euros,
respectively (see Note 23).
b) Non-accounting hedging derivatives
The breakdown of the maturities of the notional amounts guaranteed by non-accounting
hedging derivatives was as follows:
Notional 31/12/2010
Asset derivatives
2011
2012
- Swap
2013
2014
Subsequent
-
-
-
-
-
- Cap
281,793
284,124
272,822
254,783
246,752
Total
281,793
284,124
272,822
254,783
246,752
Notional 31/12/2009
Asset derivatives
- Swap
2010
2011
2012
2013
Subsequent
-
-
-
-
-
- Cap
422,786
251,561
242,853
233,175
223,240
Total
422,786
251,561
242,853
233,175
223,240
The maturities of the fair values of the non- hedge accounting derivatives are almost all at
longer than 5 years, with a fair value at 31 December, 2010 of 17,920 thousand euros for asset
derivatives (12,410 thousand euros in 2009). The Group does not hold any non-accounting
liability derivatives..
At the 2010 and 2009 year ends, the fair value of financial derivatives recognized directly in the
Consolidated Income Statement under the heading “Other net financial expenses/income”
because they did not meet all the requirements specified in IAS 39 to be designated as hedging
instruments totalled 3,069 thousand euros (1,387 thousand euros in 2009).
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The interest rate derivatives that the Group contract include:
Interest rate swaps (IRS)
IRS are financial swaps in which the counterparties exchange, at certain future times that have
been established previously, cash flows determined in accordance with a reference rate and with
nominal amounts that are also pre-established.
There are very different type of IRS (with fixed reference against variable, with both references
variable, with fixed nominal amounts at maturity, with amortisable nominal amounts, ...), but
the valuation method is basically the same in all cases.
Any IRS is measured on the basis of the discounted value of its future flows of payments and
collections at the measurement date.
The estimate of these future flows with a variable reference is made using the forward curves
that the market quotes at the measurement date.
Each flow is discounted at the zero-coupon market rate, at the term of its settlement, that exists
at the measurement date.
Once the flows of collections and payments have been discounted, they are netted and the
amount thus obtained is the fair value of the IRS at that date.
Purchase of call options (CAP)
Through this type of financial instrument, the purchaser of a cap option acquires the right to
have the seller pay it the difference, if positive, between the reference interest rate in force in
the market at determined future dates and the interest rate fixed in the option (strike), exercise
price, by payment of a premium and for a theoretical nominal amount.
For the purchaser of a cap, its usefulness stems from the fact that it allows hedging against
possible rises in the interest rate, establishing an upper limit for the cost of his financing, at the
same time as it leaves the possibility of benefiting from a drop in the interest rate open.
In these options, the economic risk will be equal to the amount of the premium paid.
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At 31 December, 2010 and 31 December, 2009, the interest rate derivatives, expressed in thousands
of euros, were as follows:
Interest Rate Swaps:
Counterparty
Sanlúcar Solar, S.A.
Solar Processes, S.A.
Contract date
18/12/2006
18/12/2006
Maturity date
17/05/2028
17/05/2030
Notional
amount
contracted at
31/12/2010
13,007
28,368
Solnova Electricidad, S.A. Solnova Electricidad
Tres, S.A. y Solnova Electricidad Cuatro, S.A.
18/12/2007-08/08/2008
31/12/2027- 01/07/2030
635,070
09/12/2008
21/09/2015
1,725
06/05/2010
31/12/2011 - 30/06/2028
225,077
23/09/2010
31/12/2011-31/12/2029
273,269
1,176,516
Rioglass Solar, S.A.
Helioenergy Electricidad Uno, S.A. y
Helioenergy Electricidad Dos, S.A.
Solacor Electricidad Uno, S.A. y Solacor
Electricidad Dos, S.A.
Total
Fixed interest
rate
4.068%
4.070%
4.345%4.870%
3.840%
1.227% 3.821%
1.30%-3.20%
Caps:
Maturity date
17/05/2028
17/05/2030
Notional
amount
contracted
at
31/12/2010
30,351
66,192
Fixed interest
rate
4.25%
4.50%
07/04/2022-01/11/2022
5,577
4.00%-4.50%
Counterparty
Copero Solar Huerto Uno, S.A. - Copero Solar
Huerto Diez, S.A.
Contract date
18/12/2006
18/12/2006
11/04/200719/06/2007
Solnova Electricidad Tres, S.A. y Solnova
Electricidad Cuatro, S.A.
21/01/200812/08/2008
01/01/2011-31/12/2027
306,773
4.65%-4.75%
Abengoa Solar España, S.A.
Solacor Electricidad Uno, S.A. y Solacor
Electricidad Dos, S.A.
28/04/2010
09/07/2010
01/03/2014
20/05/2016
10,981
2,489
2.95%
2.50%
23/09/2010
31/12/2029
49,419
3.25%
02/12/2010
30/06/2026
65,603
2% - 3.75%
Casaquemada Fotovoltaica, S.L., Linares
Fotovoltaica, S.L. y Las Cabezas Fotovoltaica,
S.L.
Total
537,385
99
3
Interest Rate Swaps:
Counterparty
Contract date
18/12/2006
18/12/2006
Maturity date
17/05/2028
17/05/2030
Notional amount
contracted at
31/12/2009
13,007
28,368
Solnova Electricidad, S.A. Solnova
Electricidad Tres, S.A. y Solnova
Electricidad Cuatro, S.A.
18/12/2007-08/08/2008
31/12/2027- 01/07/2030
635,070
4.7625%
09/12/2008
21/09/2015
1,725
678,170
3.840%
Total
Fixed interest
rate
4.07%
4.070%
Caps:
Contract date
18/12/2006
18/12/2006
Maturity date
17/05/2028
17/05/2030
Notional
amount
contracted at
31/12/2009
30,351
66,192
11/04/2007-19/06/2007
07/04/2022-01/11/2022
5,577
4.00%
Solnova Electricidad Tres, S.A. y
Solnova Electricidad Cuatro, S.A.
21/01/2008-12/08/2008
01/01/2011-31/12/2027
306,773
4.65%
Casaquemada Fotovoltaica, S.L.,
Linares Fotovoltaica, S.L. y Las Cabezas
Fotovoltaica, S.L.
02/12/2010
30/06/2026
71,906
2% - 3.75%
Counterparty
Copero Solar Huerto Uno, S.A. Copero Solar Huerto Diez, S.A.
Total
Fixed interest
rate
4.25%
4.500%
480.799
These contracts were signed with different financial institutions, both Spanish and foreign.
The interest rates hedged by the IRS are variable interest rates accrued on the underlying to which
they are associated (see Note 14).
11.1.2 Exchange Rate Hedges
In respect of exchange rate derivatives, the Group does not hold sufficiently significant balances to
require a breakdown into notional amounts and fair values.
The most significant exchange rate derivative held by the Group is a forward contract entered into in
2010, the fair value of which was an asset of 2,895 thousand euros and a liability of 2,276
thousand euros at 31 December, 2010.
At the 2010 year end, the fair value of exchange rate derivatives recognized directly in the
Consolidated Income Statement because they did not meet the requirements specified in IAS 39 to
be designated as hedges was not significant (see Note 32).
100
3
Note 12.- Clientsand Other Receivables Accounts
12.1.
The breakdown of trade and other receivables at 31 December, 2010 and 31 December, 2009 was
as follows:
Balance at
31/12/10
Item
Trade receivables, sales to customers
Balance at
31/12/09
14.772
10.721
4.994
5.508
Trade receivables with related companies (Note 35.3)
51.983
24.438
Other receivables with related companies (Note 35.3)
12.646
18.354
Provisions for bad debts
-1.755
-516
Public Administrations
81.417
62.478
Other receivables
13.049
25.104
177.106
146.087
Trade receivables, work completed pending certification
Total
12.1.1. Trade receivables, sales to customers
The outstanding balance on trade receivables, sales to customers, was 14,772 thousand euros
(10,721 thousand euros in 2009), relating primarily to photovoltaic and thermosolar energy
sales, the prices of which are regulated in Royal Decree 661/2007 of 25 May, which regulates
the activity of electricity production under a special regime (see Note 2.26), as well as sales of
structures and mirrors. In these transactions, the customers are companies that market
electricity, together with the National Energy Commission (CNE), since they are energy sales
made either at a “regulated tariff” or to the energy production market, respectively (see Note
2.23). The credit quality is high and Group Management constantly monitors any associated risk
factor that could give rise to indications of impairment.
Most of the Group’s customers are in Spain.
As stated in Note 9.2, the carrying amount of trade and other receivables is close to its fair
value.
At 31 December, 2010, the Group had transferred non-recourse balances for a total amount of
1,233 thousand euros (16,050 thousand euros in 2009) to financial institutions (transfers of all
the rights and guarantees inherent thereto). Therefore, this amount was eliminated from the
trade receivables upon transfer of the risk to the financial institution.
101
3
The amounts of trade and other receivables in foreign currency were not significant in either of
the two years.
12.1.2. Trade receivables with related companies
The balances of trade receivables with related companies in the year 2010 related primarily to
outstanding trade receivables with the construction companies Abener Energía, S.A. y Teyma
gestión de contratos de construcción e ingeniería, S.A. for a total amount of 41,740 thousand
euros (12,493 thousand euros in 2009) for the transfer of technology know-how and site
supervision and management of the plants under construction, as stated in Note 2.23. The
variation is due to the increase in projects under construction (see Note 1.2).
12.1.3. Other receivables with related entities
The balance of other receivables with related entities in the year 2010 related primarily to the
effect of integrating temporary joint ventures (see Note 35.6). The age of these accounts does
not exceed one year.
12.1.4. Public Administrations
The breakdown of Public Administrations was as follows:
Balance at
31/12/10
Item
VAT receivables
Social Security receivables
VAT charged
Withholdings tax and income tax advance
Total
Balance at
31/12/09
67,686
33,867
15
15
11,972
28,128
1,744
468
81,417
62,478
The principal variation in the Public Administrations section relates to the increase in input VAT
to be collected due to the higher number of investments made during the year (Note 6).
As a consequence of the loans recognized under the heading “Non-recourse financing” (see
Note 14), the balances with the Public Administrations for the refund of input VAT not
reinvoiced were pledged in favour of the financial institution as security for said financing for an
amount of 57,009 euros at the 2010 year end (51,282 thousand euros in 2009).
102
3
12.1.5. Other receivables
The balance of “Other receivables” relates primarily to non-repayable grants awarded to Group
companies that had not been collected at the 2010 year end, for an amount of 11,054
thousand euros (5,638 thousand euros in 2009) (see Note 16). This amount will be collected by
the Group once the agreed investments are made.
The provisions for bad debts cover the risk of customer defaults in accordance with the age of
the balances.
12.2
The breakdown of the ageing of “Trade receivables, sales to customers”, at 31 December, 2010 and
31 December, 2009 was as follows:
Age
Up to 3 months
Balance at
31/12/10
Balance at
31/12/09
13,759
10,357
From 3 to 6 months
871
38
Over 6 months
142
326
14,772
10,721
Total
The Group does not consider there to exist any risk of late payment of its receivable balances and
expects to collect them in the ordinary course of its operations.
Movement on the provision for impairment of receivables was as follows:
Item
Initial balance
Provision for receivables impairment
Reversal of unused amounts
Other minor items
Final balance
12.3
Balance at 31.12.10
Balance at 31.12.09
(516)
(76)
(1,709)
(39)
69
0
401
(401)
(1,755)
(516)
The credit quality of the balance of “Trade receivables, sales to customers”, and “Trade receivables,
work completed pending certification” can be assessed in accordance with the following
classification:
103
3
Balance at
31/12/10
Trade and other receivables that may be factored without recourse by the bank
Balance at
31/12/09
1,147
570
-
-
Other non-categorised trade and other receivables
18,619
15,659
Total trade and other receivables
19,766
16,229
Trade and other receivables that may be factored with recourse by the bank
In the case of “Trade receivables with related companies” and “Public Administrations”, the Group
does not consider there to be any credit risk on said accounts.
There is no concentration of credit risk in the balances receivable. The Group does not hold any
guarantees to secure collection. The outstanding balances of “Trade receivables, sales to customers”
guarantee the non-recourse project finance, as stated in Note 14.
12.4
The breakdown of financial receivables at 31 December, 2010 and 31 December, 2009 was as
follows:
Item
Balance at 31.12.10
Credits with related companies (Note 35.3)
Balance at
31.12.09
140.491
22.285
35.485
-
289.271
169.519
Guarantees
1.226
307
Other financial receivables
1.207
0
Total
467.680
192.111
Non-current part
138.070
12.775
Current part
329.610
179.336
Other credits receivable
Deposits
As stated in Note 9.2, the carrying amount of financial receivables is close to its fair value.
12.4.1 Credits with related companies
The balances of credits with related companies relate primarily to:
104
3
-
Receivable balances of 80,728 thousand euros at 31 December, 2010 (15,612 thousand
euros in 2009) relating to credits that the Group holds with the majority shareholder,
Abengoa, S.A., as a result of the centralised treasury management. The rate of remuneration
applied for the year 2010 was 8.35% (6.99% in 2009). The credits are classified as noncurrent assets, since they will be collected in accordance with the availability of resources of
Abengoa, S.A., as agreed with the parent company. The interest accrued but not collected is
capitalised as an increase in the value of the credit. Note 15 shows the credit position held
with Abengoa, S.A. for this item.
-
Credit receivable granted in 2010 to the related company Shams One Company LLC for an
amount of 37,835 thousand euros as subordinated debt. This credit matures in the year
2036 and, therefore, is a non-current receivable. It is remunerated at a 0% interest rate. This
credit is granted in foreign currency and its total amount is 50,555 thousand US dollars. As
stated in Note 35.8, after the end of the reporting period, this credit became a current
receivable when Shams One Company LLC concluded its financing with financial institutions.
-
Balances receivable from the parent company, Abengoa, S.A., arising on the tax
consolidation of some Group companies, for an amount of 20,245 thousand euros at 31
December, 2010 (11,499 thousand euros at 31 December, 2009). These balances are
classified as current assets.
12.4.2 Other receivables
The balances of other receivables relate primarily to:
‐
Non-current receivables for outstanding balances due from third parties for the subordinated
debt granted in 2010 to certain joint ventures (see Note 35.4), namely the companies
Helioenergy Electricidad Uno, S.A. and Helioenergy Electricidad Uno, S.A., for a total amount
of 15,598 thousand euros, maturing at 6 June, 2030, although partial repayments are
expected before said date. This debt is remunerated at Euribor at 12 months plus a variable
spread.
-
Current receivables for outstanding balances due from third parties for financing granted in
the year 2010 to a joint venture (Total Abengoa Solar Emirates Investment Company BV
“TASEIC”, see Note 35.4) for an amount of 19,877 thousand euros, maturity of which is 10
June, 2011. It is remunerated at an interest rate of Libor at 3 months. This credit is granted in
foreign currency and the total amount is 25,582 thousand dollars.
105
3
The companies Helioenergy Electricidad Uno, S.A., Helioenergy Electricidad Dos, S.A. and
TASEIC are joint ventures for the Group (see Note 35.4) and began to be consolidated by the
proportional consolidation method in the year 2010 (see Note 2.2.2).
12.4.3 Deposits
The variation of 119,752 thousand euros in the “Deposits” line relates primarily to the increase
in the companies Solacor Electricidad Uno, S.A. and Solacor Electricidad Dos, S.A. for an amount
of 261,991 thousand euros relating to the deposits with which said companies guarantee the
reverse factoring issued and, secondly, to a decrease of 170,596 thousand euros in the balances
that the companies Solnova Electricidad, S.A., Solnova Electricidad Tres, S.A. and Solnova
Electricidad Cuatro, S.A. hold for the same purpose. The interest rate at which these deposits
are remunerated is Euribor at 6 months plus a spread which ranged between 0.40 and 0.50 in
both years. These amounts are restricted as payment guarantees for settlement of supplier
balances and are presented as current assets.
None of the financial assets pending maturity was renegotiated during the respective years. The
financial receivables balances were not placed in guarantee in either of the two years, except as
stated in this Note.
In the case of balances of “Credits with related companies”, the Group does not consider any credit
risk to exist in relation to these accounts. The deposits are placed with financial institutions with high
credit quality, as stated in Note 9.1.
Note 13.- Cash and Cash Equivalents
The cash and cash equivalents balance at 31 December, 2010 was 220,425 thousand euros (79,840
thousand euros at 31 December, 2009), representing available liquid cash and immediately-available
sight account balances with banks and financial institutions. The breakdown of these balances by the
main currencies in which they are denominated is shown below:
106
3
31.12.2010
Currency
Euro
Spanish companies
Foreign companies
Spanish companies
Foreign companies
195,582
-
42,842
101
4,084
20,528
1,544
33,962
US dollar
Dirham
Total
31.12.2009
231
-
1,391
-
199,897
20,528
45,777
34,063
The amount of cash and cash equivalents in companies with non-recourse financing (see Note 14)
was 195,152 thousand euros (38,538 thousand euros at 31 December, 2009).
The cash of the different companies that use Project Finance has to follow a strict order of priority in
payments pursuant to the contracts signed (see Note 14). In this payment cascade, operating
payments are made first, then payments of any nature to financial institutions and, finally, amounts
are transferred to the reserve accounts.
Any surpluses are distributed to the shareholders once all the requirements have been met.
For the year 2009, this heading included an amount of 11,832 thousand euros for restricted
prepayments that form part of the financing agreements with the BEI and which were for use in
payment of the assets the acquisition of which they financed. In the year 2010, this cash was no
longer restricted.
At the year end 31 December, 2010, this heading included reserve accounts for debt servicing for an
amount of 9,692 thousand euros (6,965 thousand euros at 31 December, 2009) related to project
financing. These balances secured the non-recourse financing debt, as stated in Note 14.
Cash is remunerated at the market interest rate for current accounts.
Note 14.- Non-recourse Financing
As stated in Note 2.5, the consolidated group includes interests in a number of companies the
corporate purpose of which is, in general, the development of an integrated product and which, in
general, use a Project Finance financing formula.
This Note provides both details of the non-recourse financing and other relevant information related
thereto (excluding details of the fixed assets in projects related to the financing, the information of
which is contained in Note 6).
107
3
In this type of financing, the basis of the financing arrangement with the financial institution is the
assignation of the cash flows generated by the project to repayment of the financing and settling the
financial charges, with no or limited recourse to any other assets, meaning that the financial
institution recovers the investment solely through the cash flows of the project financed, any other
debt being subordinated to the debt derived from the Project Finance until the latter has been fully
repaid.
Non-recourse financing is generally used as a means to construct and/or acquire an asset, taking
solely the assets and cash flows of the company or group of companies that carries on the activity
linked to the asset finance as security. In most cases, the assets and/or contracts are used to
guarantee repayment of the financing.
The following are the usual Project Finance guarantees:
‐
‐
‐
‐
‐
‐
Pledge on the shares of the project company (Note 19).
Transfer of collection rights (Note 12).
Cash and cash equivalents (Note 13).
Pledge on the project’s accounts (receivables and reserve account) (Notes 12 and 13).
Limitations on the availability of the project’s assets (Note 6).
Mortgage promise on all possible assets with irrevocable power of attorney in the financial
institution’s favour.
‐
Pledge of the credit rights derived from the construction and maintenance contracts and all
other contracts related to the project.
‐
‐
Meeting debt coverage ratios.
Subordination of interest payments and dividends to shareholders to meeting said ratios.
In relation to the specific conditions of each contract, there are certain debt servicing coverage ratios
that must be met, as stated in Note 9.1.c). At 31 December, 2010, there was no non-compliance in
relation to the coverage ratios and none is forecast, as stated in Note 9.1.c). Likewise, no noncompliance is forecast in relation to any other guarantee used to secure the debt.
14.1
The amounts and variations undergone in the years 2010 and 2009 by Project Finance were as
follows:
108
3
Item
Non-current nonrecourse financing
Current nonrecourse financing
Total
821,406
64,231
885,637
Increases
397,678
108,309
505,987
Decreases (repayment)
-
(57,107)
(57,107)
Translation differences (foreign currency)
-
-
-
-
-
-
(25,077)
25,077
(0)
-
-
-
(1,184)
-
(1,184)
1,192,823
140,510
1,333,333
Transfers
Transfer from held-for-sale assets
Other movements
Item
Non-current nonrecourse financing
576,663
5,227
581,890
Increases
298,762
10,659
309,421
(3,851)
(3,851)
Decreases (repayment)
Current nonrecourse financing
Total
Translation differences (foreign currency)
-
-
Transfers
(52,196)
52,196
-
Transfer from held-for-sale assets
Other movements
(1,823)
821,406
(1,823)
64,231
885,637
The most significant variations in the year 2010 were primarily due to the increase resulting from use
of the debt relating to the new financing obtained during the year, the main projects being those
related to Helioenergy Electricidad Uno, S.A., Helioenergy Electricidad Dos, S.A., Solacor Electricidad
Uno, S.A. and Solacor Electricidad Dos, S.A., included in “Increases”. Increases likewise include the
amounts drawn during the year on financing from previous years, in accordance with the degree of
completion of the projects financed.
Decreases relate to repayment of the debt of projects that are in operation or refunds of input VAT
paid during construction.
Unpaid interest accrued totalled 1,208 thousand euros at 31 December, 2010 (1,352 thousand euros
at 31 December, 2009).
109
3
At 31 December, 2010, the heading “Cash and cash equivalents” included reserve accounts for debt
servicing of 9,692 thousand euros (6,965 thousand euros at 31 December, 2009), related to project
financing (see Note 13).
The fair value of the non-recourse financing at 31 December, 2010 and 31 December, 2009 was as
follows:
For fixed-interest debt, it related basically to a loan of 61,983 thousand euros indexed to a fixed
interest rate of 17%, which is measured at amortized cost, recognising the interest accrued in
accordance with the effective interest rate, defined as the discount rate that equals the carrying
amount of the instrument to the totality of its estimated cash flows until maturity. The fair value of
said loan was 67,501 thousand euros at 31 December, 2010 (44,800 thousand euros at 31
December, 2009).
For variable-interest debt, no significant differences are considered to exist between its fair value and
its carrying amount, since the interest rate applied is indexed to a market rate (Euribor).
The portion of non-recourse financing drawn in foreign currency was 19,153 thousand euros
(25,592 US dollars) at 31 December, 2010. At 31 December, 2009, there was no non-recourse
financing in foreign currency.
14.2
The breakdown of the non-recourse financing arrangements that the Abengoa Solar companies held
with financial institutions at 31 December, 2010 and 31 December, 2009, expressed in thousands of
euros, was as follows:
110
3
Company
Transaction
Grant Date
Maturity Date
Segments
Country
%
Status (*) Abengoa Drawn 2010.12 Drawn 2010.12
Solar
Casaquemada Fotovoltáica, S.L.
Project Finance
23/07/2008
30/06/2026
Photovoltaic Energy
España
(O)
100
14.189
14.676
Copero Solar Huerta Uno, S.A.
Project Finance
15/02/2007
07/04/2022
Photovoltaic Energy
Spain
(O)
50
426
453
Copero Solar Huerta Dos, S.A.
Project Finance
15/02/2007
07/04/2022
Photovoltaic Energy
Spain
(O)
50
426
602
Copero Solar Huerta Tres, S.A.
Project Finance
15/02/2007
07/04/2022
Photovoltaic Energy
Spain
(O)
50
426
453
Copero Solar Huerta Cuatro, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
449
451
Copero Solar Huerta Cinco, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
449
475
Copero Solar Huerta Seis, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
449
475
Copero Solar Huerta Siete, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
449
475
Copero Solar Huerta Ocho, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
449
475
Copero Solar Huerta Nueve, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
574
483
Copero Solar Huerta Diez, S.A.
Project Finance
17/05/2007
01/11/2022
Photovoltaic Energy
Spain
(O)
50
574
607
Las Cabezas Fotovoltáica, S.L.
Project Finance
23/07/2008
30/06/2026
Photovoltaic Energy
Spain
(O)
100
36.414
37.858
Linares Fotovoltáica, S.L.
Project Finance
23/07/2008
30/06/2026
Photovoltaic Energy
Spain
(O)
100
14.047
14.530
Project Finance
19/12/2008
19/09/2015
Thermosolar Energy
Spain
(O)
50
-
1.839
Project Finance
17/11/2006
17/05/2028
Thermosolar Energy
Spain
(O)
88
38.546
39.902
Project Finance
17/11/2006
17/05/2030
Thermosolar Energy
Spain
(O)
100
89.899
93.485
Solnova Electricidad, S.A.
Project Finance
18/12/2007
18/12/2029
Thermosolar Energy
Spain
(O)
100
232.138
229.058
Solnova Electricidad Tres, S.A.
Project Finance
15/01/2008
30/12/2029
Thermosolar Energy
Spain
(O)
100
234.142
222.927
Project Finance
05/08/2008
05/08/2030
Thermosolar Energy
Spain
(O)
100
212.412
182.422
Solnova Solar Inversiones, S.A.
Project Finance
25/05/2009
30/06/2024
Thermosolar Energy
Spain
(O)
100
61.983
43.989
Helioenergy Electricidad Uno, S.A.
Project Finance
06/05/2010
06/05/2030
Thermosolar Energy
Spain
(C)
50
69.063
-
Project Finance
06/05/2010
06/05/2030
Thermosolar Energy
Spain
(C)
50
68.510
-
Project Finance
16/12/2010
16/12/2030
Thermosolar Energy
Spain
(C)
70
-
-
Project Finance
16/12/2010
16/12/2030
Thermosolar Energy
Spain
(C)
70
-
-
Abengoa Solar Inc.
Project Finance
21/12/2010
15/11/2038
Thermosolar Energy
USA
(C)
100
-
-
Solacor Electricidad Uno, S.A.
Project Finance
06/08/2010
06/08/2030
Thermosolar Energy
Spain
(C)
74
119.243
-
Solacor Electricidad Dos, S.A.
Project Finance
06/08/2010
06/08/2030
Thermosolar Energy
España
(C)
74
118.922
-
TASEIC
Project Finance
10/06/2010
09/06/2011
Thermosolar Energy
Arab Emirates
(C)
50
19.153
-
1.333.334
885.637
(*) Operation (O); Construction (C)
The amount of the balance drawn includes unpaid interest accrued at the 2010 and 2009 year ends,
as well as other amounts taken into account when measuring the amortized cost.
The interest rates at which non-recourse financing are remunerated range between approximately:
-
Euribor at 6 months plus a variable spread of (0.50-1.40) for a total amount drawn of
-
664,048 thousand euros at 31 December, 2010 (659,225 thousand euros at 31 December,
2009),
-
450,777 thousand euros at 31 December, 2010 (182,422 thousand euros at 31 December,
2009),
-
137,573 thousand euros at 31 December, 2010 (no balance had been drawn at 31
December, 2009),
111
3
-
Libor at 3 months plus a variable spread of 0.5 for a total amount drawn of € 19,153
thousands at 31 december, 2010 (no balance had been drawn at 31 December, 2009), and
-
Fixed interest rate of 17% for a total amount drawn of 61,983 thousand euros at 31
December, 2010 (43,989 thousand euros at 31 December, 2009).
In December 2010, new financings were concluded but remained unused at 31 December, 2010.
The most significant were the financings of Arizona Solar One Llc, Solaben Electricidad Dos and
Solaben Electricidad Tres.
14.3
The maturities of Project Finance are shown below:
At 31 December, 2010:
2011
2012
140,510
2013
2014
44,953
37,096
Subsequent
51,104
1,059,670
2010
2011
64,231
2012
2013
31,615
25,705
Subsequent
30,998
The above tables include current interest accrued but not paid at the 2010 and 2009 year end
Note 15.- Corporate Financing
15.1
The breakdown of corporate financing at 31 December, 2010 and 2009 was as follows:
112
733,088
3
Non-current
Balance at 31.12.10
Loans with credit institutions
Loans with related companies (Note 35.3)
Debentures and other loans
12,175
707
532,129
211,359
45,642
12,025
Liabilities under finance leases
Total non-current
Current
Balance at 31.12.09
32
28
589,978
224,119
Balance at 31.12.10
Loans with credit institutions
Balance at 31.12.09
1,310
909
Loans with related companies (Note 35.3)
16,883
18,127
Debentures and other loans
14,909
4,130
16
14
33,118
23,180
623,096
247,299
Liabilities under finance leases
Total current
Total corporate financing
The fair value of the financial liabilities from corporate financing at 31 December, 2010 and 31
December, 2009 were as follows:
For variable-interest debt: no significant differences are considered to exist between the fair value
and the carrying amount, since the interest rate applied is indexed to a market interest rate.
There were no financial liabilities from corporate financing for significant amounts indexed to a fixed
interest rate.
15.2. Bank Loans
Loans with financial institutions include primarily three loans signed with La Caixa in 2010 to finance
the different development projects carried out by the company Abengoa Solar New Technologies,
S.A. for a total amount of 10,992 thousand euros. Two of these loans mature in the first half of
2012 and the other matures in the first quarter of 2014. The interest that accrues during the term of
these loans is 1.95% in a first phase, which ends in the last quarter of 2010, and Euribor + 1% in
the second phase, which ends upon maturity of each one of the loans. Said interest is payable on a
quarterly basis.
Unpaid interest accrued at 31 December, 2010 was 118 thousand euros. Since this debt bears
variable interest indexed to a market rate (Euribor), no significant difference is considered to exist
between the fair value and the carrying amount.
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No security was provided and there have been no early repayment requirements in relation to the
loans with financial institutions. The contractual conditions have not been breached and no breach
thereof is foreseen. Said loans are not subject to meeting any financial ratio.
15.3.
Loans with related companies included primarily 525,827 thousand euros at 31 December, 2010
(210,138 thousand euros in 2009) relating to the debts held by the Group with the majority
shareholder, Abengoa, S.A., materialising through its central treasury system. Unpaid interest
accrued is capitalised as an increase in the value of the debt. The purpose of these loans is to cover
the financing needs associated to the construction of the different projects that the Group carries
out, as stated in Note 9. The remuneration rate applied for the year 2010 was 8.35% (6.99% for
2009). The debt is classified as a non-current liability, since it will become payable depending on the
availability of the Group’s resources, as agreed with the parent company.
Likewise, current loans with related companies included an amount of 16,883 thousand euros at 31
December, 2010 (8,356 thousand euros at 31 December, 2009) relating to the liability component of
a compound financial instrument that the Group has recognized for the conviertible loan granted by
Abengoa, S.A., as stated in Note 21.
The breakdown of loans with financial institutions and loans with related companies at 31
December, 2010 and 31 December, 2009 is estimated as follows:
2011
2012
2013
2014
2015
Subsequent
18,193
5,970
320
5,654
231
532,129
2010
2011
2012
2013
2014
Subsequent
19.036
-
-
-
-
212.066
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3
15.4.
Notes and other loans
Obligations and other non-current loans are outstanding balances due to third parties for the
subordinated debt held by certain companies in joint ventures with their external partners, primarily
the subordinated debt of the companies Helioenergy Electricidad Uno, S.A. and Helioenergy
Electricidad Uno, S.A. for a total amount of 16,009 thousand euros, maturing at 6 June, 2030,
although partial repayments are planned before said date. The interest rate accruing on this debt is
Euribor at 12 months plus a variable spread. The limit on said debt is 17,885 thousand euros.
Likewise, the subordinated debt with external partners of the companies Solaben Electricidad Dos,
S.A. and Solaben Electricidad Tres, S.A. is included for a total amount of 10,569 thousand euros,
maturing in 2030. The interest rate accruing on this debt is indexed to Euribor at one year plus the
spread applicable to senior credit plus 1%. The limit on said debt is 29,849 thousand euros.
Obligations and other non-current loans includes a credit received from Square Lake Holding, Inc.,
entered into in May 2010, with an amount of 7,189 thousand euros drawn at the 2010 year end
and a credit limit of 8,310 thousand euros. This credit has a maturity date of 20 May, 2016 and is
remunerated at a variable interest rate of Euribor plus 3.50%. For this loan, Abengoa, S.A. (parent
company) provided a joint and several guarantee in favour of the lender.
Likewise, this heading shows non-current balances payable to official entities for the repayment of
interest-free subsidised loans granted for Research and Development projects for an amount of
3,242 thousand euros at 31 December, 2010 (3,207 thousand euros in 2009), together with noncurrent debt of 3,309 thousand euros and current debt of 6,896 thousand euros with official entities
classified as grants, the conditions fixed for their recognition as grants having been met (see Note
2.16).
Also included in current debentures and other loans is a debt 8,012 thousand euros owing to third
parties for promotions acquired for thermosolar projects.
Note 16.- Grants and Other Liabilities
This heading shows the grants awarded to the Group by official entities, primarily for the
construction of thermosolar and photovoltaic plants that are now in operation and for Research and
Development projects (see Notes 4 and 6).
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The breakdown of grants received at 31 December, 2010 and 31 December, 2009 is shown below:
Entity awarding the grant
Type of
grant
Andalucian Energy Agency
Capital
Innovation & Development Agency of
Andalusia
Technological Corporation of Andalusia
Capital
Fondos Mineros
Capital
Development Institute of Andalusia
Capital
Regional Government of Andalusia
Capital
Ministry of Education and Science
Capital
European Union
Capital
Amount
awarded
(thousands of
euros)
Capital
Capital
Total
Amount not yet executed
(thousands of euros)
31/12/2010
31/12/2009
3,096
2002 & 2008
2,766
2,876
157
2010
146
-
536
2008-2010
536
-
5,149
2008 & 2009
2,461
2,614
423
114
129
2,183
2,339
335
2004
2007,2008 &
2010
2002, 2003 &
2004
310
-
2,734
2010
229
-
6,291
2010
1,099
-
9,844
7,958
2,793
Technological Industrial Development Centre
Date awarded
21,514
As stated in Note 12, there are outstanding balances that have not yet been paid on the grants
received.
Movement on grants at 31 December, 2010 and 31 December, 2009 was as follows:
Grants
31/12/2010
Initial balance
31/12/2009
7,958
Additions
Transfers to profit and loss
Derecognitions
6,477
3,660
2,735
-1,774
-1,254
-
Other movements
Final balance
9,844
7,958
Note 17.- Trade and Other Payables
17.1
The breakdown of the heading “Trade and Other Payables” at 31 December, 2010 and 31
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3
Amount at
31.12.2010
Item
Amount at
31.12.2009
Trade payables, suppliers
75,899
76,159
Trade payables with related companies (Note 35.3)
Trade payables, commercial paper payable
12,091
8,204
6,258
5,173
5,328
42,186
402,094
167,365
32,444
28,409
Payables for services received with related companies (Note 35.3)
8,085
2,859
Prepayments from customers
2,049
779
Prepayments from customers with related companies (Note 35.3)
87,929
28,999
Debts with related companies (Note 35.3)
19,180
12,669
2,936
654,293
1,809
374,613
Fixed asset suppliers
Fixed asset suppliers with related companies (Note 35.3)
Payables for services received
Other payables
Total
The Group’s main trade suppliers are companies that provide key quality components for
development of the different technologies. Likewise, the Group ensures its supply by signing
agreements with important suppliers and manufacturing some components directly through its
companies Rioglass Solar and Eucomsa.
The line “Fixed asset suppliers with related companies” includes the balance with companies that
carry out the construction of Abengoa Solar’s plants under turnkey arrangements, primarily Abener
Energía, S.A. and Teyma gestión de contratos de construcción e ingeniería, S.A. (see Note 35.3). The
increase on the preceding year is due to the higher volume of projects under construction.
As stated in Note 2.21, the Group pays its trade debts through reverse factoring, where the financial
institution can advance payment to suppliers and creditors. Among the requirements of this payment
method is that the Group had to hold deposits of 289,271 thousand euros at 31 December, 2010
(169,519 thousand euros at 31 December, 2009) with the financial institutions, recognized under
the “Financial receivables” heading (see Note 12.4.3), to cover the payment remittances to suppliers
and creditors at 180 days. The amount of the payables settled by reverse factoring under the Project
Finance scheme was 288 million euros at 31 December, 2010 (167 million euros at 31 December,
2009).
The variation in 2010 was basically due to the increase in fixed assets suppliers with related
companies, as a result of a higher volume of billing from said suppliers at the 2010 year end, which
was related to the construction of new projects.
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Additionally, prepayments from customers with related companies increased by 64,300 thousand
euros received for manufacturing key components for the construction of solar plants, as well as the
transfer of technology know-how and site supervision and management for the Group’s plants
under construction.
Trade payables in foreign currency at 31 December, 2010 were 126,260 thousand euros (168,708
thousand US dollars) and 14,007 thousand euros (20,177 thousand US dollars) at 31 December,
2009, coming from companies located in the United States. The increase on the preceding year was
due to the progress in the construction of the Solana plant (Arizona Solar One, LLC).
The fair values of the balances of “Trade and Other Payables” are equivalent to their carrying
amounts, since the effect of discounting is not significant.
17.2
In accordance with the Resolution of 29 December, 2010 of the Institute of Accounting and Account
Auditing concerning the information to be included in the Notes to the Annual Financial Statements
in relation to delays in payment to trade suppliers, companies must expressly publish information on
their payment periods to suppliers in the Notes to their Annual Financial Statements in the case of
companies incorporated in Spain that submit individual and consolidated accounts.
The disclosure duty affects commercial payment transactions, i.e. trade creditors included under the
relevant heading in the current liabilities of the statement of financial position. Therefore, creditors
or suppliers who do not hold this status in relation to the reporting entity, such as fixed asset
suppliers or creditors under lease agreements, are outside the scope of its application.
For the first year this Resolution is applied, companies must provide solely information on the
amount of outstanding balance payable to suppliers that, at the end of the reporting period, had
accumulated a delay longer than the legal payment period. Additionally, in the financial statements
for this first reporting period, no comparative information is presented in relation to this new
obligation.
The information in the Consolidated Financial Statements refers to the Group’s suppliers, the
reporting entity being the Group, once all reciprocal credits and debits with subsidiaries and, if
applicable, those with multi-group companies have been eliminated in accordance with the
applicable consolidation rules, as well as those of suppliers related to the construction of owned
assets.
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3
In this respect, details are given below of the ageing of the outstanding balance of suppliers of
companies incorporated in Spain at the 2010 year end in accordance with the procedure established
in the aforementioned Resolution:
Age
31.12.2010
Less than 85 days
71,409
Between 85-180 days
2,397
Over 180 days
381
74,187
In accordance with the foregoing, taking into account the fact that, in general, Abengoa Solar uses
reverse factoring through financial institutions as its payment management method under the
contracts signed with several financial institutions, at the 2010 year end, the outstanding balances
payable to suppliers with an accumulated delay that exceeded the stipulated legal payment period
totalled 2,778 thousand euros.
Note 18.- Provisions and Contingent Liabilities
Movement on the heading “Provisions for Other Liabilities and Expenses” at 31 December, 2010 and
31 December, 2009 was as follows:
Item
Balance at
31.12.09
Increases
Decreases
Transfers
Balance at
31.12.10
Provisions for warranties
1,000
-
-
-
1,000
Provision for liability
1,397
3,704
(15)
(3,565)
1,521
Provision for dismantling
Total
Item
-
8,243
-
-
8,243
2,397
11,947
(15)
(3,565)
10,764
Balance at
31.12.08
Increases
Decreases
Transfers
Balance at
31.12.09
-
1,000
-
1,000
-
1,205
544
(352)
1,397
Total
1,205
1,544
(352)
2,397
“Transfers” in 2010 relates to the fact that, in the year 2009, the outstanding balance payable in
relation to obligations with employees (see Note 35.2) were shown under this Provisions heading. At
31 December, 2010, this balance was reclassified to the heading “Employee benefit obligations” in
the non-current liabilities in the Consolidated Statement of Financial Position.
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3
The breakdown by type of provision at 31 December, 2010 and 31 December, 2009 was the
following:
Provision
31/12/2010
Employee benefit obligations
31/12/2009
1.000
1.000
-
1.397
1.521
-
Provision for dismantling
8.243
-
Total
10.764
2.397
Provisions for warranties:
Provisions for warranties are recognized to cover possible liabilities arising from warranties related to
contracts signed with customers, primarily for the sale of mirrors, in accordance with the Group’s
best estimate, as stated in Note 2.20.
Provision for liability:
This relates primarily to provisions made on the basis of best estimates and intended to cover mainly
future risks related to litigations, arbitrations and claims in progress in which different Group
companies are involved as defendants, fundamentally in Spain, for liability inherent to the activities
they carry on, when an outflow of funds is considered probable in the medium or long term.
Provision for dismantling:
This heading includes provisions made on the basis of best estimates and intended to cover primarily
the contractual obligations related to the expense of dismantling or removing the elements affected,
or restoring the sites on which the solar plants in production stand (see Note 6.2).
There were no contingent liabilities of sufficient significance to be reported in these Consolidated
Annual Accounts as at 31 December, 2010 and 31 December, 2009.
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3
Note 19.- Third-Party Guarantees and Commitments
Guarantees and security:
As stated in Note 14, some Group companies,which use Project Finance have pledged their own
shares to secure the debt.
The Group has different guarantee lines for the Group’s ordinary operations. Financial guarantees
are delivered, as a general rule, to the owners of the sites on which some of the plants stand, to
secure compliance with the contractual obligations for the assignment of the surface rights. The
amount drawn at the 2010 year end was 7,470 thousand euros (4,920 thousand euros in 2009).
Technical guarantees are mostly granted to public institutions as a requirement for carrying out solar
plant construction projects and are created to guarantee compliance with the obligations acquired
under such construction contracts or because they are legally mandatory. They are returned as
certain requirements are met, basically the commissioning of the plants, the connection thereof to
the grid and the dismantling at the end of their useful lives. At the year end, the amount furnished
was 232,948 thousand euros (347,537 thousand euros in 2009).
These guarantees are received from both Abengoa, S.A. (parent company) and third parties as
guarantees to customers, and public entities and third parties for the promotion of photovoltaic and
thermosolar technology plants.
Commitments:
‐
In the year 2010, Abengoa Solar acquired new commitments within the framework of its
commercial activity. The following may be highlighted:
‐
Financing agreement with HSBC France for 78,000 thousand dollars that its subsidiary Abengoa
Solar Ventures, S.A. has signed with Taseic, B.V., a company in which it is a 50% shareholder with
Total, S.A., to finance, in turn, Shams One Company, LLC, in which it holds 40% of the capital, for
construction of a thermosolar technology plant of 100 MW in Abu Dhabi.
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3
‐
Abengoa Solar, together with E.On, completed more than 70% of the construction of two plants
located on the Écija Platform. The two plants, of 50 MW each and parabolic-cylinder technology, are
scheduled to come into operation at the end of 2011 and beginning of 2012, respectively. Abengoa
Solar’s share in these two projects is 50% (Helioenergy 1 and Helioenergy 2).
‐
Together with JGC Corporation, an alliance was created to construct two thermosolar plants of 50
MW each in El Carpio (Cordoba). Abengoa’s interest in these two projects is 74% (Solacor 1 and
Solacor 2).
- Together with Itochu Corporation, an alliance was created to construct two thermosolar plants of 50
MW each in Logrosán (Cáceres), Solaben 2 and Solaben 3, in which Abengoa Solar holds a 70%
interest.
- A contract was signed with Arizona Public Service Company (New York Stock Exchange: Pinnacle
West Capital), the largest electricity company in Arizona (U.S.A.), to sell the electricity produced by
Solana for 30 years. Abengoa Solar signed an EPC contract for the construction of the project, for
which it has, in addition to its own financial capacity, the credit of 1,450 million dollars guaranteed
by the Department of Energy.
- Abengoa Solar has provided guarantees for 20 million euros of projects, as established as one of the
requirements for inclusion in the Pre-assignation Register, to the General Deposit Office of the
General State Administration in favour of the Directorate General of Energy Policy and Mines.
Total future commitments with third parties were 2,433 million euros (see Note 9.1).
Note 20.- Tax Situation
20.1. Application of Tax Tegimes and Tax Groups in 2009
For tax purposes, certain Group companies (see Appendices V and X) are included under the Special
Tax Consolidation Regime as group No. 2/97, the parent company of which is Abengoa, S.A.
Other Spanish and foreign companies not included in the Special Tax Consolidation Regime pay
corporate income tax under the general regime.
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3
To calculate the tax base for the tax group and the different individual companies included in the
consolidation, the accounting profit or loss is adjusted in accordance with any temporary or
permanent differences that may exist, giving rise to the pertinent deferred tax assets and liabilities. In
general, deferred tax assets and liabilities arise as a consequence of adjusting the accounting policies
and principles of individual companies to make them consistent with those of the consolidated
group, to which the policies and principles of the parent company are applicable.
The corporate income tax payable, under either the general regime or the Special Tax Consolidation
Regime, is the result of applying the tax rate for each taxpayer in accordance with current legislation
in each of the different territories and/or countries where the companies have their respective
registered offices. Likewise, the tax credits and allowances to which each company is entitled are
applied, relating primarily to double inter-company and international taxation and investments made.
At the date of formulation of the Consolidated Annual Financial Statements, a tax inspection of the
company Abengoa Solar España, S.A., which forms part of the consolidated tax group of Abengoa,
S.A., had commenced for the following items:
Items
Periods
Corporate income tax
2005 to 2008
Value-added tax
2006 to 2008
Withholdings/payments on account of earned income/professional fees
2006 to 2008
Withholdings/payments on account of investment income
2006 to 2008
The Directors consider that, although, as a result of this inspection, additional liabilities could arise
from possible interpretations of current tax legislation, these would not have a significant effect on
the Consolidated Annual Financial Statements. This opinion is held on the basis the best information
available and circumstances at 31 December, 2010, although the final outcome of the inspection
cannot be predicted with certainty.
At 31 December, 2010, the years 2004 to 2009 could be considered to be open to inspection for
corporate income tax and 2005 to 2010 for the rest of the applicable taxes, for all Group companies
other than the company that was undergoing the tax inspection.
20.2. Deferred Taxes
The breakdown of deferred tax assets and liabilities at 31 December, 2010 and 31 December, 2009
is shown below:
123
Deferred tax assets from tax loss carry forwards
3
Balance at
31.12.09
Balance at
31.12.10
Item
1,988
9,599
Deferred tax assets from tax credits pending application:
Export tax credits
6,921
3,104
R&D&I tax credits
23,320
22,581
0
20,873
Temporary differences:
Impairment
Stock option plans and other provisions for variable remuneration
Elimination of margins on consolidation
Other
Total deferred tax assets
947
196
17,773
13,190
8,538
21,452
1,494
60,981
93,497
Balance at
31.12.10
Item
2,502
Balance at
31.12.09
Accelerated tax depreciation
4.044
3.088
260
698
5.846
48
7.878
10.451
Elimination of margins on consolidation
Other
Total deferred tax liabilities
4.296
49
Movement on the deferred tax assets and liabilities at 31 December, 2010 and 31 December, 2009
was as follows:
Deferred tax assets
Amount
At 1 January, 2009
45,793
43,816
Increases/decreases through profit and loss
3,888
Increases/decreases in comprehensive income
93,497
(23,817)
5,889
(18,396)
Changes in consolidated group and reclassifications
3,808
Other movements in operating profit/loss (export tax credit)
60,981
Deferred tax liabilities
Amount
At 1 January, 2009
70
4,277
6,104
10,451
13,835
2,576
(18,984)
Changes in consolidated group and reclassifications
7,878
The variation in deferred tax assets relating to impairment in the Statement of Financial Position is
due to the reversal of the recoverability of the temporary difference, which, at the present time, is
not foreseeable.
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3
Variations in the consolidated group and reclassifications include the effect of certain deferred taxes
which, after calculation of the corporate income tax of the consolidated tax group, were reclassified.
- R&D tax credits: in accordance with Abengoa Solar’s policy of investing in Research &
Development, the Group applies certain tax credits pursuant to article 35 of the Corporate
Income Tax Act. Abengoa Solar has Reasoned Reports from the Ministry of Industry, Trade and
Tourism on the R&D&I projects and the treatment thereof as “research”, “development” or
“innovation”. At the 2010 year end, the amount of tax credits pending application was 22,190
thousand euros (15,663 thousand euros in 2009), all of which had been generated between the
years 2006 and 2010. These tax credits have a statute of limitations of 15 years under the
applicable legislation.
- As part of the export activity, in 2008, Abengoa Solar, S.A. decided to begin to apply the tax
benefits associated with the tax credit for export activities (DAEX) contained in Art. 37 of the
Revised Text of the Corporate Income Tax Act, for both 2008 itself and previous years that were
not yet statute-barred.
As a consequence, Abengoa Solar reflected a tax credit of 11,071 thousand euros in its corporate
income tax returns for 2010 (9,900 thousand euros in 2009, including the tax credits from
previous years that were not yet statute-barred). Notwithstanding, for tax planning reasons, given
the legally-established 10-year limit on application of this tax credit, none of the amount has yet
been deducted from the corporate income tax payable.
The Group considers that, at present, after taking into account the rest of the tax credits and
limits applicable under the Corporate Income Tax Act, it is likely that the DAEX will be applied in
future years for an amount of 6,912 thousand euros at 31 December, 2010 (3,100 thousand
euros at 31 December, 2009), having recognized income of 3,808 thousand euros in the
Consolidated Income Statement in 2010. No amount was recognized in the Income Statement
for this item in the preceding year.
- Environment tax credits: under Art. 39.3 of the Corporate Income Tax Act, Abengoa Solar has
generated tax credits for investments in new property, plant and equipment intended to make
use of renewable energy sources coming from the sun to be transformed into electricity. The
amount in 2010 was 12,205 thousand euros (8,468 thousand euros in 2009), generated between
2007 and 2010. As of today’s date, these tax credits are not capitalised on the Statements of
Financial Position of the Group companies since, taking into account the rest of the tax credits
and the limits applicable under the Corporate Income Tax Act, it was not considered likely at the
year end that these amounts could be recovered. Said tax credits become statute-barred after 10
years according to the applicable legislation.
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The Group also considers that all deferred tax assets generated will be recovered on the basis of the
tax group’s business plans or, for companies taxed under the general regime, the plans of the
company itself.
20.3. Income Tax
The breakdown of corporate income tax at 31 December, 2010 and 31 December, 2009 was as
follows:
Item
Current tax
Deferred tax
Total tax revenue/(expense)
Balance at
31.12.10
28,578
Balance at
31.12.09
(2,149)
(37,652)
47,542
(9,074)
45,393
The corporate income tax expense/income at 31 December, 2010 and 31 December, 2009,
respectively, has been recognized on the basis of Group Management’s best estimate, based on
applying the tax rate to the accounting profit or loss and recognising tax credits and allowances.
Corporate income tax expense is calculated at the tax rates in force in each of the countries: Spain
30% and United States 36%.
The reconciliation between the consolidated profit before tax and the expense (income) from
corporate income tax recognized in 2010 and 2009 would be as follows:
Item
Profit before tax
Statutory tax rate
Corporate income tax at the statutory tax rate (theoretical amount)
Income/Expenses not subject to taxation
Corporate income tax (effective amount)
-
Amount at
31.12.10
(3,675)
Amount at
31.12.09
(106,046)
30%
30%
1,103
31,814
(10,177)
13,579
(9,074)
45,393
The main adjustments to the profit before tax are primarily due to the tax effect of the
impairment recognized as described in Notes 5 and 6, as well as the effect of eliminating intraGroup margins as a consequence of the consolidation process.
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3
-
Among the reasons for these differences, we can highlight taxation in Spain under the Special
Tax Consolidation Regime: since the beginning, most of the companies in which Abengoa Solar
holds interests in Spain (see Appendices V and X) have been taxed under the tax consolidation
regime, which allows, among other aspects, the offsetting of negative tax bases of subsidiaries,
the application of higher tax credits for investments made in R&D&I and other activities, the
deferral of the tax burden in transactions carried out between companies belonging to the
same tax group, which may even, depending on the transaction, neutralise the tax effect. As of
today’s date there are no tax bases used by the consolidated group that have not yet been
offset in Group companies belonging to the Abengoa consolidated tax group and1 have not yet
been duly credited.
Note 21.- Share Capital
21.1. Share capital
The share capital at 31 December, 2010 and 31 December, 2009 was 12,060,200 euros.
31/12/2010
31/12/2009
% interest
% interest
Abengoa , S.A.
99.99%
99.99%
0.01%
0.01%
Shareholder
At 31 December, 2010, the share capital of the parent company was divided into 964,816 registered
shares (241,204 registered shares in 2009) with a face value of 12.50 euros each (face value of 50
euros each in 2009), belonging to a single class and series and numbered correlatively from 1 to
964,816 (from 1 to 241,204 in 2009), inclusive, all of which are fully paid up.
On 4 January, 2010, the parent company decided to reduce the face value of the totality of the
shares representing its own share capital from 50 euros to 12.50 euros, simultaneously increasing
the number of shares from 241,204 to 964,816. The shareholders received four new shares with a
par value of 12.50 euros each for each one of their old shares.
At the 2010 year end, Abengoa Solar, S.A. held treasury shares of 0.01% (0.01% in 2009) of its
share capital through the interest that Abengoa Solar España, S.A. (a subsidiary of Abengoa Solar,
S.A.) held in Abengoa Solar, S.A., formed by four shares with a face value of 12.50 euros each.
127
3
21.2. Other Equity Instruments
On 30 December, 2009, the parent company issued a compound financial instrument with its
majority shareholder, Abengoa, S.A., represented by an obligatorily convertible loan into shares for
an amount of 110,000 thousand euros. This loan had an initial maturity date of 31 December, 2010
and was renewed for an additional term of one year.
The liability component of this compound financial instrument is included in loans with related
companies under the “Corporate financing” heading in current liabilities (see Note 15.2).
The convertible loan recognized in the Statement of Financial Position is calculated as follows:
31/12/2010
Nominal value
31/12/2009
110,000
110,000
Equity component
93,117
101,644
Liability component
16,883
8,356
The repayment of the loan will be made at maturity by converting the principal into eight million
eight hundred thousand shares (8,800,000) of the same series and class as the existing ones.
After the explicit renewal signed at 30 December, 2010, the parties agreed that the loan would
accrue an annual rate of 8.47% (an annual rate of 8.35% for the first year) during the term thereof,
the maturity agreed being 30 December, 2011, although this could be explicitly extended by the
parties. Interest will be calculated and settled at the end of each financial year and upon maturity of
the loan.
No kind of security is associated to this loan.
128
3
Note 22.- Parent Company Reserves
22.1
The amounts of the accounts that formed part of the parent company reserves heading at 31
December, 2010 and 31 December, 2009 and movement on these accounts in the years were as
follows:
Distribution of
profit/(loss) for
2009
Balance
at 31.12.09
Item
Other
movements
Balance at
31.12.10
Parent company reserves.
- Distributable
- Non-distributable
11,984
-
-
1,191
-
-
1,191
-
(47,181 )
-
(47,181)
13,175
(47,181 )
-
(34,006 )
- Losses from previous years
Total other reserves
11,984
Balance at
31.12.08
Item
Distribution of
profit/(loss) for
2008
Other
movements
Balance at
31.12.09
Parent company reserves.
- Distributable
- Non-distributable
Total other reserves
1,264
9,452
1,268
11,984
140
1,051
-
1,191
1,404
10,503
1,268
13,175
22.2
The legal reserve, totalling 1,191 thousand euros, has been set aside in accordance with Art. 274 of
the Capital Company Act, which states that, in all cases, an amount equal to 10% of the profit for
the year must be set aside until at least 20% of the share capital is reached. The legal reserve cannot
be distributed and, if used to offset losses in the event that there are insufficient other available
reserves for said purpose, it must be replenished with future profits. At 31 December, 2010, it had
not reached the amount required by law.
22.3
The proposed distribution of the profit at 31 December, 2010 and 31 December, 2009, calculated in
accordance with the current Spanish General Accounting Plan (Spanish GAAP), and other parent
company reserves to be submitted to the General Shareholders’ Meeting is as follows:
Amount at
31.12.10
Distribution bases
Profit/(loss) for the year
56,264
Amount at
31.12.10
Distribution
Amount at 31.12.09
(47,181)
Amount at 31.12.09
Legal reserves
1,221
-
Voluntary reserves
7,862
-
Loss from previous year
47,181
(47,181)
Total
56,264
(47,181)
129
3
Art. 273 of the Capital Company Act states that the General Meeting will adopt a resolution on the
application of the profit or loss for the year, determined pursuant to general-accepted accounting
principles and standards in Spain, in accordance with the Statement of Financial Position approved,
taking the following into account:
- Once the items provided for by law or in the Bylaws have been covered, dividends charged to the
profit for the year or freely-available reserves can only be distributed if the equity is not, or will
not be as a result of the distribution, lower than the share capital. For these purposes, profits
recognized directly in equity cannot be distributed either directly or indirectly.
- If there are losses from previous years that reduce the value of the company’s equity to below the
amount of the share capital, the profit must be used to offset said losses.
- Likewise, any distribution of profit is prohibited unless the amount of available reserves is at least
equal to the amount of the Research & Development expenses shown in the assets in the
Statement of Financial Position.
- At any event, a frozen reserve equivalent to the goodwill that appears in the assets in the
Statement of Financial Position must be created, using, for this purpose, a portion of the profit
that represents at least 5% of the amount of said goodwill. If there is no profit or the profit is
insufficient, freely-available reserves will be used.
Note 23.- Other Reserves
The amount included under the Other Reserves heading shows the effect in equity arising on the
measurement of hedging transactions (derivatives), available-for-sale investments and the stock
option plan held at the year end.
The amounts of items under the heading Other Reserves at 31 December, 2010 and 31 December,
2009 and movement thereon are shown below:
Item
Hedging
reserves
Reserves
available-forsale
investments
Reserves Share
Plan
Total
Balance at 31 December, 2009
(30,216)
(2,147)
-
(32,363)
- Fair value gains/(losses) in the year
(16,036)
-
-
(16,036)
- Tax effect on fair value gains/losses
4,825
-
-
4,825
- Transfer to profit and loss
5,042
-
-
- Tax effect of transfer to profit and loss
(1,512)
- Other movements
(37,897)
130
5,042
(1,512)
(2,147)
-
(40,044)
3
Item
Hedging
reserves
Reserves
available-forsale
investments
Reserves Stock
Option Plan
Total
(32,084)
(3,280)
1,269
(34,095)
- Fair value gains/(losses) in the year
1,639
-
-
1,639
- Tax effect on fair value gains/losses
(492)
- Transfer to profit and loss
1,030
1,619
- Tax effect of transfer to profit and loss
(309)
(486)
(30,216)
(2,147)
- Other movements
-
(492)
-
2,649
(1,269)
-
(1,269)
(32,363)
(795)
For further information on hedging transactions, see Note 11.
Note 24.- Translations Differences
Translation differences arise from the translation into the presentation currency of the financial
statements of Group companies that have a functional currency other than the presentation
currency, which is the euro.
The amount of translation differences of Group and associated companies at 31 December, 2010
and 31 December, 2009 was as follows:
Companies (full/proportional consolidation)
Currency
Amount at
31/12/2010
Amount at
31/12/2009
Abengoa Solar Inc.
US $
(4,335)
(10,018)
Abengoa Solar PV, Inc.
US $
(363)
(348)
Arizona Solar One, LLC
US $
(238)
0
TASEIC
Total
2
0
(4,934)
(10,366)
The main decrease that took place in the year ended 31 December, 2010 was due to the rise in value
of the US dollar in said year.
Note 25.- Retained Earnings
The amounts of the accounts that formed part of the Retained Earnings heading at 31 December,
2010 and 31 December, 2009 and movement on said accounts during the years were as follows:
131
3
Item
Reserves in fully/proportionally consolidated
companies
Reserves in companies consolidated by equity
method
Distribution
of profit/loss
2009
Balance at
31.12.09
Profit/loss
2010
Other
movements
Balance at
31.12.2010
(21,956)
(13,202)
-
(3,579)
(38,737)
462
189
-
-
651
-
(47,181)
-
47,181
-
Total Reserves
(21,494)
(60,194)
0
43,602
(38,086)
Consolidated profit/(loss) for year
(60,653)
60,653
(12,749)
-
(12,749)
459
(459)
1,890
-
1,890
(60,194)
60,194
(10,859)
-
(10,859)
(81,688)
-
(10,859)
43,602
(48,945)
Profit/(loss) attributed to non-controlling interests
Total profit/(loss) parent company
Total retained earnings
Item
Reserves in fully/proportionally consolidated
companies
Reserves in companies consolidated by equity
method
Distribution
of profit/loss
2008
Balance at
31.12.08
Consolidated profit/(loss) for year
Balance at
31.12.2009
(22,156)
-
(986)
(21,956)
222
240
-
-
462
-
13,175
-
(13,175)
-
1,408
(8,741)
-
(14,161)
(21,494)
(9,535)
9,535
(60,653)
-
(60,653)
794
(794)
459
-
459
(8,741)
8,741
(60,194)
-
(60,194)
(60,194)
(14,161)
(81,688)
Profit/(loss) attributed to non-controlling interests
Total profit/(loss) parent company
Other
movements
1,186
Total Reserves
Profit/loss
2009
(7,333) -
Total retained earnings
Note 26.- Non-Controlling Interests
This heading shows the proportional part of the equity of fully consolidated Group companies in
which other shareholders outside the Group hold interests.
26.1
Movement on the Non-controlling Interests heading in the year 2010 was as follows:
Company
Changes in
consolidated
group & other
Balance at
31.12.09
Attribution
profit/(loss)
2010
Balance at
31.12.10
34
0
0
34
37
(0)
(1)
36
27
(1)
(3)
23
44
(1)
(2)
41
23
8
(4)
27
35
(0)
(6)
29
32
(0)
(2)
30
34
(0)
(4)
30
44
(1)
0
43
45
(6)
2
41
132
3
Fotovoltaica Solar Sevilla, S.A.
386
(15)
44
415
Helios I Hyperion Energy Investments, S.L.
512
(128)
(0)
384
Helios II Hyperion Energy Investments, S.L.
487
(147)
(0)
340
0
0
0
0
Rioglass Solar 2
0
0
0
0
669
(35)
(65)
569
Sol3G
(764)
764
0
0
Solaben Electricidad Dos
0
13,504
0
13,504
Solaben Electricidad Tres
0
15,741
0
15,741
Solacor Electricidad Dos, S.A
0
10,821
(32)
10,789
Solacor Electricidad Uno, S.A
0
12,056
(34)
12,022
Solnova Electricidad Cuatro, S.A
0
0
0
0
Solnova Electricidad Tres, S.A
0
0
0
0
Solnova Electricidad, S.A
0
0
0
0
Solnova Solar Inversiones, S.A
0
0
0
0
(1,450)
9
(1,783)
(3,224)
195
52,569
(1,890)
50,874
Elimination of intercompany balances
Total
Movements on changes in the consolidated group relate primarily to the entry of external shareholders into
the companies Solacor Electricidad Uno and Solacor Electricidad Dos and Solaben Electricidad Dos and
Solaben Electricidad Tres (see Note 2.2.2).
26.2
Movement on the Non-controlling Interests heading in the year 2009 was as follows:
Company
Changes in
consolidated
group & other
Balance at
31.12.08
Attribution
profit/(loss)
2009
Balance at
31.12.09
32 0 2 34
33
0
3
36
29 1 (3) 27
40
(1)
5
44
29
0
(5)
24
32
0
2
34
32
(1)
1
32
33
0
1
34
40 (1) 4 43
41
(1)
5
45
311 7 Helios I Hyperion Energy Investments, S.L.
0
513
0 501 Rioglass Solar, S.A
Sol3g S.L.
Eliminations of intercompany balances
Total
3,076
683 0
(1,441) 2,970
(3,076)
38 (288)
(8) (2,316)
68 386
(2)
511
(13) 488
0
(51) (476)
0 (459)
0
670
(764)
(1,449)
195
The amounts of “Other” movements were primarily generated by changes in the consolidated
group.
133
3
26.3
The list of non-Group companies that hold interests equal to or higher than 10% in the share capital
of any of the consolidated subsidiaries is as follows:
Company in which the interest is held 2010
AE&EH
Shareholder
% Interest
12
Copero Solar Uno(Diez
Solacor Electricidad Uno, S.A.
Solacor Electricidad Dos, S.A.
Almadén Solar, S.A.
I.D.A.E
Emasesa
E.On First Future Energy Holding B.V.
E.On First Future Energy Holding B.V.
JGC Corporation
JGC Corporation
Itochu Europe PLC
Itochu Corporation PLC
I.D.A.E.
20
50
50
50
26
26
30
30
20
Evacuación Valdecaballeros 2009 S.L
Evacuación Villanueva del Rey, S.L
Evacuación Villanueva del Rey, S.L
Cycon Solar, LTD
Freener(g LLC (Solar Flow Energy)
SEPIDES
Planta Solar de Extremadura, S.L
Planta Solar de Extremadura 2, S.L
Serrezuel
P&T
Acciona
Renagel Holding Ltd.
Casa Ruiz
29
25
25
10
18.3
36.6
34
24
Company in which the interest is held 2009
Shareholder
% Interest
I.D.A.E.
SEPIDES
20
29
Copero Solar Uno – Diez
Emasesa
50
I.D.A.E.
20
Sanlúcar Solar
AE&EH
12
Sol3G
Valldoreix Consulting, S.A.
Helios I Hyperion Energy Investments, S.L.
Hyperion Management, S.L.
10
Hyperion Management, S.L.
10
22.2
Freener(g
Casa Ruiz
24
Total Abengoa Solar Emirates Investment Company
Total Energie Solaire Concentrée
50
Total Abengoa Solar Emirates O&M Company BV
Total Energie Solaire Concentrée
50
Significant changes in the consolidated group are described in Note 2.2.2.
134
3
Note 27.- Revenue
The breakdown of the Revenue heading at the 2010 and 2009 years ends was as follows:
Item
Sales of Energy
Balance at
Balance at
31.12.10
31.12.09
57,529
23,666
Sales of Technology and Promotion
110,620
92,258
Net Sales
168,149
115,924
Geographically-speaking, most sales are made in national territory.
Note 28.- Other Operating Income
The heading “Other Operating Income” in the Consolidated Income Statement relates primarily to
the work carried out on fixed assets and revenue from operating grants. The breakdown is as
follows:
Item
Amount at 32.12.10
Revenue from sundry services
Amount at
31.12.2009
4,722
3,540
30,951
30,291
Grants
7,042
4,297
Other
2,575
501
Total
45,290
38,629
Work carried out on fixed assets
The amount of work carried out on fixed assets relates primarily to the capitalisation of costs as
“Development assets” and “Property, plant and equipment in projects” (see Notes 4 and 6).
The balance recognized under operating grants refers to those received from different official entities
for carrying on the R&D activity (see Note 16). At 31 December, 2010, the “Grants” line included an
amount of 3,808 thousand euros relating to the tax credits for export activities when the accounting
treatment to be applied is considered to be the treatment specified in IAS 20 (see Note 20). In 2009,
no tax credits were recognized for this item.
135
3
Note 29.- Employee Benefit Expenses
The breakdown by expense of Employee Benefit Expenses at 31 December, 2010 and 31 December,
Amount at
Amount at
Item
31.12.10
31.12.09
Wages and salaries
(23.530)
(18.521)
Staff welfare expenses
(6.024)
(4.016)
Stock option plans and other employee remuneration
(2.504)
194
(32.058)
(22.343)
Total
Note 30.- Depreciation, Amortization, Impairment Charges and Other
Operating Expenses
30.1
The breakdown of Amortization, depreciation and impairment at 31 December, 2010 and 31
Item
Amortization & depreciation
Impairment
Total
Amount at 21.12.10
Amount at 31, 10.09
(40,418)
(19,005)
(873)
(65,502)
(41,291)
(84,507)
At 31 December, 2010, impairment included provisions of 21,085 thousand euros for the year
relating to property, plant and equipment, inventories and trade and other receivables (see Notes 5,
6, 8 and 12, respectively). Likewise, it included the reversal of impairment charges in previous years
for an amount of 20,636 thousand euros, relating primarily to property, plant and equipment in the
Solana project, as explained in Note 5. At 31 December, 2009, the most significant item on the
“Impairment” line was the provision for the year in relation to property, plant and equipment for the
United States project (see Notes 5 and 6).
30.2
The breakdown of Other Operating Expenses at 31 December, 2010 and 31 December, 2009 was
follows:
136
3
Item
Amount at 31.12.10
Amount at 31.12.09
(3,206)
(1,058)
(335)
(124)
External services
(7,480)
(1,099)
Transport
(1,528)
(377)
Supplies
(4,817)
(494)
(519)
(137)
(2,930)
(365)
(20,815)
(3,654)
Leases and fees
Repairs and maintenance
Taxes
Other management expenses
Total
At 31 December, 2010, Abengoa Solar, S.A. had signed office rental contracts for its different
offices. Details of contracts signed with related parties are given in Note 35.3.
The breakdown of operating lease agreements and the annual rental expense expressed in
thousands of euros is shown below:
Company
Rental expense
2010
Use
Location
Abengoa Solar, S.A.
Offices
Madrid
534
Abengoa Solar, S.A.
Offices
Almería
93
Sol3G, S.L.
Offices
Cerdanyola del Valles (Barcelona)
27
Abengoa Solar, Inc.
Offices
Berkley (U.S.A..)
55
Abengoa Solar, Inc
Offices
Victorville (U.S.A..)
38
Abengoa Solar, Inc
Offices
Phoenix (U.S.A.
57
Abengoa Solar, Inc
Offices
Lakewood (U.S.A..)
222
Offices
Mérida
10
Abengoa Solar Engineering, Co. Ltd
Offices
Beijing (China)
14
Abengoa Solar PV
Offices
Roma (Italia)e
44
Abengoa Solar South Africa Pty Ltd.
Offices
Pretoria (South Africa)
11
Abengoa Solar India Pvt Ltd.
Abengoa Solar España, S.A., Abengoa Solar New Technologies,
S.A., Abengoa Solar PV, S.A., Abengoa Solar, S.A
Offices
Mumbai (India)
Centro Tecnológico Palmas Altas
(Seville)
7
137
Offices
1,076
3
Company
Abengoa Solar, S.A.
Use
Offices
Location
Madrid
Rental expense 2010
523
Abengoa Solar, S.A.
Offices
Almería
38
Sol3g, S.L.
Offices
Cerdanyola del Valles
(Barcelona)
32
Abengoa Solar, Inc.
Offices
Berkeley (U.S.A..)
48
Abengoa Solar, Inc.
Offices
Victorville (U.S.A..)
33
Abengoa Solar, Inc.
Offices
Phoenix (U.S.A..)
44
Abengoa Solar, Inc.
Offices
Lakewood (U.S.A..)
118
Offices
Mérida
10
Abengoa Solar Engineering (Beijing), Co. Ltd.
Offices
Beijing (China)
19
Abengoa Solar España, S.A., Abengoa Solar New Technologies,
S.A., Abengoa Solar PV, S.A., Abengoa Solar, S.A.
Offices
Centro Tecnológico
Palmas Altas (Seville)
193
The line “Other operating expenses” includes the amounts for the Group’s surface rights. The
following table gives details of said commitments:
138
3
Year 2010:
Company
Abengoa Solar New Technologies, S.A.
Annual payment
(in thousands of
euros)
Term (years)
30
60
30
12
30
Casaquemada Fotovolatica S.L.
15
30
26
30
107
30
2
30
42
30
7
25
0.3
25
0.3
25
0.3
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
139
Extension (years)
May be extended to 50
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
3
Year 2009:
Annual payment
(in thousands of
euros)
60
Term (years)
30
12
30
Casaquemada Fotovoltaica, S.L.
15
30
26
30
107
30
2
30
42
30
7
30
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
0.2
25
Company
Extension (years)
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
years
The Group has signed surface rights contracts for the land, belonging to third parties or related
companies, upon which the companies installations described above stand. During the term of these
contracts a monthly payment is made, which is updated annually in accordance with the Consumer
Price Index. At the end of the term of the contract, the grantee is obliged to return the buildings and
installations in a normal condition and without any damage other than that caused by normal use. In
relation to this obligation, the company has recognized the relevant provisions for dismantling and
removal (see Note 18). There are no contractual purchase options on these sites.
There are no future minimum payment commitments of significant amounts under finance lease
agreements.
The most significant future minimum payments under operating lease agreements due for payment
in the next five years total 8,564 thousand euros.
140
3
Note 31.- Financial Income and Expenses
The breakdown of Financial Income and Expenses at 31 December, 2010 and 31 December, 2009
was as follows:
Financial income
31.12.2010
31.12.2009
6,264
2,002
-
-
3,069
-
-
-
9,333
2,002
Amount at
Amount at
31.12.2010
(51,634)
31.12.2009
(31,447)
- Loans with financial institutions
(22,476)
(10,188)
- Other debt
Income from interest on debt
Profits on financial assets at fair value
Profits on interest rate contracts – non-accounting hedges
Profits on interest rate contracts: fair value hedges
Total
Financial expenses
Interest expense:
(29,158)
(21,259)
Losses on interest rate contracts: cash flow hedges
(1,003)
(233)
Losses on interest rate contracts: fair value hedges
(2)
Total
(52,639)
(31,680)
Net financial expenses
(43,306)
(29,678)
The “Other debt” heading includes 26,938 thousand euros (18,350 thousand euros at 31
December, 2009) relating to interest expense on debt with Abengoa, S.A., the parent company (see
Notes 15 and 35.3).
Note 32.- Other Net Financial Income / Expenses
The breakdown of Other Net Financial Income/Expenses at 31 December, 2010 and 31 December,
Other financial income
Amount at 31.12.10
Amount at 31.12.09
Other financial income
13,304
4,682
Total
13,304
4,682
Other financial expenses
Amount at 31.12.10
Other financial losses
Amount at 31.12.09
(2,465)
Total
(18,265)
(2,465)
Other net financial revenue/expenses
(18,265)
10,839
(13,583)
Other financial income basically includes the amounts for the reversal of provisions of 6,088
thousand euros, as well as 5.292 thousand euros for capitalisation of financial costs in Fixed Assets in
Projects (see Note 6).
141
3
Other financial losses includes primarily the expense of settling hedging operations carried out in the
year for an amount of 8,111 thousand euros (1,030 thousand euros in 2009), together with income
from the capitalisation of financial costs in Fixed Assets in Projects for an amount of 10,790
thousand euros (see Note 6). In 2009, an expense of 7,867 thousand euros for the sale of availablefor-sale assets (see Note 10.1) was also included, as well as the provision that was subsequently
reversed in 2010, mentioned above.
Note 33.- Earnings per Share
33.1. Basic Earnings per Share
Basic earnings per share are calculated by dividing the profit/loss attributable to the company
shareholders by the weighted average number of outstanding ordinary shares during the year.
Item
Amount at 31/12/10
Loss from continuing activities attributable to shareholders
Weighted average number of outstanding ordinary shares (thousands)
Basic earnings per share (€ per share)
Amount at 31/12/09
(10,859)
(60,194)
9,765
989
(1.1)
(60.9)
In the calculation, information relating to the obligatorily convertible loan and the split of the shares,
as described in Note 21, has been taken into account.
33.2. Diluted Earnings per Share
The diluted earnings per share are calculated by dividing the profit/loss attributable to the parent
company shareholders by the weighted average number of outstanding ordinary shares during the
year, taking into account the diluting effects inherent to potential outstanding ordinary shares during
the year. In the year ended 31 December, 2010, there were no diluting factors.
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Note 34.- Financial Information by Segments
34.1
Information by Activity
At 31 December, 2010, the segments identified for reporting purposes are the two business
segments in which Abengoa Solar operates and on which it reports internally to the highest decisionmaking authority, as explained in Note 2.25. Likewise, said Note explains the reason for the change
in segments in relation to the information presented at 31 December, 2009.
The segments of Abengoa Solar are:
‐
Energy, which refers to the management, operation, maintenance and exploitation of
thermosolar and photovoltaic plants and installations, and
‐
Technology, which includes both the new plant promotion activity and the sale of technology
and components.
a) The breakdown of the Income Statement by business segment for the years ended 31 December,
2010 and 31 December, 2009 was as follows:
Energy
Item
Thermosolar
Revenue
Photovoltaic
Technology &
Promotion
Total at
31.12.2010
47,983
9,546
110,620
168,149
6,244
5,282
17,389
28,915
II. Financial profit/(loss)
(31,775)
(5,310)
4,008
(33,077)
IV. Consolidated profit/(loss) before tax
(25,530)
(28)
21,883
(3,675)
(15,982)
(20)
5,143
(10,859)
I. Operating profit/(loss)
VII. Profit/(loss) parent company
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Energy
Item
Thermosolar
Revenue
Photovoltaic
Technology &
Promotion
Total at
31.12.2009
13,100
10,566
92,258
115,924
I. Operating profit/(loss)
1,962
6,007
(70,903)
(62,934)
II. Financial profit/(loss)
(6,992)
(2,845)
(33,464)
(43,301)
IV. Consolidated profit/(loss) before tax
(5,030)
3,162
(104,178)
(106,046)
(3,576)
2,213
(58,831)
(60,194)
VII. Profit/(loss) parent company
The data have been grouped into each one of the segments using consolidated amounts.
Sales between segments are carried out under market conditions. Ordinary revenue from external
customers which is reported to the highest decision-making authority is measured using criteria
consistent with those applied in the Consolidated Income Statement.
The amount of revenue for the two years is diversified among a number of customers.
b) The breakdown of assets and liabilities by business segment at 31 December, 2010 and 31
Energy
Item
Thermosolar
Technology &
Promotion
Photovoltaic
Adjustments on
consolidation
Total at
31.12.2010
Assets
Property, plant & equipment
Intangible assets
Financial investments
Other non-current assets
Current assets
Total assets
1,605,306
84,446
93,392
(115,369)
1,667,775
45,622
-
36,764
73
82,459
548,260
13,176
845,843
(1,231,571)
175,708
18,360
98
50,197
(7,674)
60,981
600,117
24,185
203,314
(70,408)
757,208
2,817,665
121,905
1,229,510
(1,424,949)
2,744,131
354,186
19,288
216,511
(561,863)
28,122
1,869,063
84,503
721,929
(802,513)
1,872,982
594,416
18,114
291,070
(60,573)
843,027
2,817,665
121,905
1,229,510
(1,424,949)
2,744,131
Liabilities
Equity
Non-current liabilities
Current liabilities
Total liabilities
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Energy
Item
Thermosolar
Technology &
Promotion
Photovoltaic
Adjustments
on
consolidation
Total at
31.12.2009
Assets
Property, plant & equipment
859,996
87,625
95,433
47,493
1
25,861
126,377
10,784
322,143
(427,765)
31,539
12,940
251
38,020
42,286
93,497
270,869
28,384
211,003
(72,598)
437,658
1,317,675
127,045
692,460
(559,860)
1,577,320
75,925
17,715
173,308
(264,291)
2,657
911,221
88,556
341,902
(233,421)
1,108,258
Current liabilities
330,529
20,774
177,250
(62,148)
466,405
1,317,675
127,045
692,460
(559,860)
1,577,320
Intangible assets
Financial investments
Other non-current assets
Current assets
Total assets
(101,783)
941,271
73,355
Liabilities
Equity
Total liabilities
Energy
Item
Thermosolar
Additions to non-current assets (*)
Photovoltaic
-
733,334
811,252
Energy
Thermosolar
Additions to non-current assets (*)
31.12.2010
77,918
(*) Other than financial instruments and deferred tax assets
Item
Total at
Technology &
Promotion
333,263
Total at
Technology &
Promotion
Photovoltaic
-
31.12.2009
32,700
365,963
(*) Other than financial instruments and deferred tax assets
The criteria employed to obtain the figures of assets and liabilities by business segment are described
below:
1.
The figures for each segment were grouped together using aggregated amounts for each Group
company.
2.
The “Adjustments upon consolidation” column includes adjustments that arise in the
consolidation process, basically related to eliminating internal transactions between business
segments.
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c) The breakdown of Net Debt by business segment a 31 December, 2010 and 31 December, 2009
was as follows:
Energy
Item
Thermosolar
Photovoltaic
Technology &
Promotion
Total at
31.12.2010
543,113
549,012
2,488
4,673
9,844
1,264,010
69,323
-
1,333,333
Current financial receivables
(317,380)
(5)
(12,225)
(329,610)
(177,482)
(9,949)
(32,994)
(220,425)
777,730
61,857
502,567
1,342,154
(1,264,010)
(69,323)
-
(1,333,333)
(486,280)
(7,466)
502,567
8,821
Non-current and current debt with related companies
5,899
Non-current and current debt with official entities
2,683
Non-current and current non-recourse financing
Total net debt
Total net debt (excluding non-recourse
financing)
Energy
Item
Thermosolar
Non-current and current debt with related companies
Non-current and current debt with official entities
Current financial receivables
Total net debt
Total net debt (excluding non-recourse
financing)
Photovoltaic
Technology &
Promotion
Total at
31.12.2009
275
821
228,390
229,486
2,932
2,283
2,743
7,958
660,143
223,655
1,839
885,637
(169,612)
(111)
(9,613)
(179,336)
(24,385)
(9,638)
(45,817)
(79,840)
469,353
217,010
177,542
863,905
(660,143)
(223,655)
(1,839)
(885,637)
(190,790)
(6,645)
175,703
(21,732)
The criteria employed to obtain the figures of Net Debt by business segment are described below:
1.
The figures for each segment were grouped together using aggregated amounts for each Group
company.
2.
When making the calculation, financial investments were included as a reduction in the Net
Debt, since the items that form said heading are highly liquid and should not, therefore, be
excluded from the calculation.
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Note 35.- Other Information
35.1
Average number of employees
The average number of employees at 31 December, 2010 and 31 December, 2009, distributed by
categories, was as follows:
Category
Average No. 2010
Women
Senior Management
Middle Management
% Total
Men
4
22
6%
Average No. 2009
Women
% Total
Men
5
22
7%
6
48
12%
5
38
11%
Engineers and graduates
94
155
56%
83
138
57%
Assistants and professionals
38
75
25%
34
59
24%
0
5
1%
-
4
1%
142
305
100%
127
261
100%
Workers
Total
The average number of people is distributed between 79.2% based in Spain (79.9% in 2009) and
20.8% abroad (20.1% in 2009).
To accumulate this information, the totality of the companies that form part of the consolidated
group have been considered solely in the cases where the full consolidation method is applied to
them when preparing the consolidated financial statements.
The average number of people employed in the Group’s joint ventures was 440 (434 in 2009), all of
whom were in Spain.
Of the total number of men and women at 31 December, 2010, 23 and 5, respectively, were
members of Senior Management (21 men and 1 woman at 31 December, 2009).
The distribution by sex of the employees of the Group’s joint ventures and temporary joint ventures
at the 2010 year end was 36 women and 426 men (32 women and 409 men in 2009).
The Group’s total headcount includes 4 disabled employees (2 men and 2 women).
35.2
Remuneration and Other Benefits
The position of director of Abengoa Solar is not remunerated and directors no not receive any
benefit for carrying out said function. Notwithstanding, some members of the Board of Directors
form part of the Group’s Senior Management. The remuneration they receive for their functions in
the different Group companies is described below.
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The parent company does not provide any credits, advance payments or other types of benefit to
former or current directors of the parent company or any of its subsidiaries as of the date of
formulating these Consolidated Annual Financial Statements, except for the stock option and
variable remuneration plans described below.
The parent does not hold any pension or guarantee obligations with former or current members of
the Board of Directors.
At 31 December, 2010 and 2009, the members of the Board of Directors were the following:
Miguel A. Jiménez-Velasco Mazario
Pedro Robles Sánchez
Santiago Seage Medela
Since 19 June, 2003, when Law 26/2003 came into force, amending Law 24/1988 of 28 July on the
Securities Market and the Revised Text of the Corporations Act, in order to reinforce the
transparency of corporations, the members of the Board of Directors have not held interests in the
capital of companies that carry on directly activities of a type that is the same as or analogous or
complementary to those that form the corporate purpose of the parent company. Likewise, they
have not carried on and do not carry on at present any activities, as self-employed persons or
employees, of a type that is the same as or analogous or complementary to those that form the
corporate purpose of Abengoa Solar, S.A., except for those described below:
Mr. Santiago Seage Medela, Chairman of the company’s Board of Directors and legally-empowered
representative of the company, forms part of the following companies, which, given the description
of their corporate purposes, could carry on activities that are the same as or analogous or
complementary to those carried on by Abengoa Solar, S.L.:
Chairman of the Board of Directors of Abengoa Solar España, S.A.
Chairman of the Board of Directors of Abengoa Solar New Technologies, S.A.
Chairman of the Board of Directors of Abengoa Solar PV, S.A.
Chairman of the Board of Directors of Abengoa Solar Extremadura, S.A.
Chairman of the Board of Directors of Solar de Receptores de Andalucía, S.A.
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3
Director of Hypesol Energy Holding, S.L.
Chairman of the Board of Directors of Helios I Hyperion Energy Investments, S.L.
Chairman of the Board of Directors of Helios II Hyperion Energy Investments, S.L.
Deputy Chairman of the Board of Directors of Sol3g, S.L.
Director of Abengoa Solar Internacional, S.A.
Director of Abengoa Solar Ventures, S.A.
Director of Abengoa Solar Power, S.A.
Director of Écija Solar Inversiones, S.A.
Director of Solnova Solar Inversiones, S.A.
Director of Carpio Solar Inversiones, S.A.
Director of Logrosan Solar Inversiones, S.A.
Director of Rioglass Solar Holding, S.A.
Director of Rioglass Solar, S.A.
Director of Aznalcollar Solar, S.A
Director of Almadén Solar, S.A.
Director of Sanlúcar Solar, S.A.
Director of Solar Processes , S.A.
Director of Helionergy Electricidad Uno, S.A
Director of Helionergy Electricidad Dos, S.A.
Director of Helionergy Electricidad Tres, S.A.
Director of Helionergy Electricidad Cuatro, S.A.
Director of Helionergy Electricidad Cinco, S.A.
Director of Helionergy Electricidad Seis, S.A.
Director of Helionergy Electricidad Siete, S.A.
Director of Helionergy Electricidad Ocho, S.A.
Director of Helionergy Electricidad Nueve, S.A.
Director of Helionergy Electricidad Diez, S.A.
Director of Helionergy Electricidad Once, S.A.
Director of Helionergy Electricidad Doce, S.A.
Director of Helionergy Electricidad Trece, S.A.
Director of Helionergy Electricidad Catorce, S.A.
Director of Helionergy Electricidad Quince, S.A.
Director of Helionergy Electricidad Dieciséis, S.A.
Director of Helionergy Electricidad Diecisiete, S.A.
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Director of Helionergy Electricidad Dieciocho, S.A.
Director of Helionergy Electricidad Diecinueve, S.A.
Director of Helionergy Electricidad Veinte, S.A.
Director of Helionergy Electricidad Veintiuno, S.A.
Director of Helionergy Electricidad Veintidós, S.A.
Director of Helionergy Electricidad Veintitrés, S.A.
Director of Helionergy Electricidad Veinticuatro, S.A.
Director of Helionergy Electricidad Veinticinco, S.A.
Director of Solaben Electricidad Uno, S.A.
Director of Solaben Electricidad Dos, S.A.
Director of Solaben Electricidad Tres, S.A.
Director of Solaben Electricidad Cuatro, S.A.
Director of Solaben Electricidad Cinco, S.A.
Director of Solaben Electricidad Seis, S.A.
Director of Solaben Electricidad Siete, S.A.
Director of Solaben Electricidad Ocho, S.A.
Director of Solaben Electricidad Nueve, S.A.
Director of Solaben Electricidad Diez, S.A.
Director of Solaben Electricidad Once, S.A.
Director of Solaben Electricidad Doce, S.A.
Director of Solaben Electricidad Trece, S.A.
Director of Solaben Electricidad Catorce, S.A.
Director of Solaben Electricidad Quince, S.A.
Director of Solaben Electricidad Dieciséis, S.A.
Director of Solaben Electricidad Diecisiete, S.A.
Director of Solaben Electricidad Dieciocho, S.A.
Director of Solaben Electricidad Diecinueve, S.A.
Director of Solaben Electricidad Veinte, S.A.
Director of Solargate Electricidad Uno, S.A.
Director of Solargate Electricidad Dos, S.A.
Director of Solargate Electricidad Tres, S.A.
Director of Solargate Electricidad Cuatro, S.A.
Director of Solargate Electricidad Cinco, S.A.
Director of Solargate Electricidad Seis, S.A.
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Director of Solargate Electricidad Siete, S.A.
Director of Solargate Electricidad Ocho, S.A.
Director of Solargate Electricidad Nueve, S.A.
Director of Solargate Electricidad Diez, S.A.
Director of Solargate Electricidad Once, S.A.
Director of Solargate Electricidad Doce, S.A.
Director of Solnova Electricidad, S.A.
Director of Solnova Electricidad Dos, S.A.
Director of Solnova Electricidad Tres, S.A.
Director of Solnova Electricidad Cuatro, S.A.
Director of Solnova Electricidad Cinco, S.A.
Director of Solnova Electricidad Seis, S.A.
Director of Solnova Electricidad Siete, S.A.
Director of Solnova Electricidad Ocho, S.A.
Director of Solnova Electricidad Nueve, S.A.
Director of Solnova Electricidad Diez, S.A.
Director of Solnova Electricidad Once, S.A.
Director of Solnova Electricidad Doce, S.A.
Director of Solacor Electricidad Uno, S.A.
Director of Solacor Electricidad Dos, S.A.
Director of Solacor Electricidad Tres, S.A.
Director of Casaquemada Fotovoltaica, S.L.
Director of Las Cabezas PV, S.L.
Director of Las Cabezas Fotovoltaica, S.L.
Director of Linares Fotovoltaica, S.L.
Director of Aleduca, S.L.
Director of Solúcar Andalucía FV1, S.A.
Director of Solúcar Andalucía FV2, S.A.
Director of Solúcar Extremadura FV1, S.A.
Director of Solúcar Extremadura FV2, S.A.
Director of Solúcar Castilla FV1, S.A.
Director of Solúcar Castilla FV2, S.A.
Director of Captasol Fotovoltáica 1, S.L.
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3
Director of Captasol Fotovoltáica 3 S.L.
Director of Captasol Fotovoltáica 20, S.A.
Director of Captasol Fotovoltáica 33 , S.A.
152
3
153
3
Director of Marismas PV A1, S.L.
Director of Marismas PV B1, S.L.
154
3
Director of Marismas PV C1, S.L.
Director of Marismas PV E1, S.L.
155
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Mr. Pedro Robles Sánchez, Member of the Board of Directors and legally-empowered representative
of the company, forms part of the following companies, which, give the description of their
corporate purposes, could carry on activities that are the same as or analogous or complementary to
those carried on by Abengoa Solar, S.L.:
Director of Abengoa Solar España, S.A.
Director of Abengoa Solar New Technologies, S.A.
Director of Abengoa Solar PV, S.A.
Director of Hypesol Energy Holding, S.L.
Director of Helios I Hyperion Energy Investments, S.L.
Director of Helios II Hyperion Energy Investments, S.L.
Director of Solugás Energía, S.A.
Director of Abengoa Solar Extremadura, S.A.
Chairman of the Board of Directors of Fotovoltáica Solar Sevilla, S.A.
Chairman of the Board of Directors of Écija Solar Inversiones, S.A.
Chairman of the Board of Directors of Solnova Solar Inversiones, S.A.
Chairman of the Board of Directors of Carpio Solar Inversiones, S.A.
Chairman of the Board of Directors of Logrosan Solar Inversiones, S.A.
Director of Evacuación Villanueva del Rey, S.L.
Director of Evacuación Valdecaballeros, S.L.
Chairman of the Board of Directors of Aznalcóllar Solar, S.A.
Chairman of the Board of Directors of Almadén Solar, S.A.
Chairman of the Board of Directors of Sanlúcar Solar, S.A.
Chairman of the Board of Directors of Solar Processes, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Uno, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Dos, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Tres, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Cuatro, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Cinco, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Seis, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Siete, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Ocho, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Nueve, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Diez, S.A.
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Chairman of the Board of Directors of Helioenergy Electricidad Once, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Doce, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Trece, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Catorce, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Quince, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Dieciséis, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Diecisiete, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Dieciocho, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Diecinueve, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Veinte, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Veintiuno, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Veintidós, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Veintitrés, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Veinticuatro, S.A.
Chairman of the Board of Directors of Helioenergy Electricidad Veinticinco, S.A.
Chairman of the Board of Directors of Solaben Electricidad Uno, S.A.
Chairman of the Board of Directors of Solaben Electricidad Dos, S.A.
Chairman of the Board of Directors of Solaben Electricidad Tres, S.A.
Chairman of the Board of Directors of Solaben Electricidad Cuatro, S.A.
Chairman of the Board of Directors of Solaben Electricidad Cinco, S.A.
Chairman of the Board of Directors of Solaben Electricidad Seis, S.A.
Chairman of the Board of Directors of Solaben Electricidad Siete, S.A.
Chairman of the Board of Directors of Solaben Electricidad Ocho, S.A.
Chairman of the Board of Directors of Solaben Electricidad Nueve, S.A.
Chairman of the Board of Directors of Solaben Electricidad Diez, S.A.
Chairman of the Board of Directors of Solaben Electricidad Once, S.A.
Chairman of the Board of Directors of Solaben Electricidad Doce, S.A.
Chairman of the Board of Directors of Solaben Electricidad Trece, S.A.
Chairman of the Board of Directors of Solaben Electricidad Catorce, S.A.
Chairman of the Board of Directors of Solaben Electricidad Quince S.A.
Chairman of the Board of Directors of Solaben Electricidad Dieciséis, S.A.
Chairman of the Board of Directors of Solaben Electricidad Diecisiete, S.A.
Chairman of the Board of Directors of Solaben Electricidad Dieciocho, S.A.
Chairman of the Board of Directors of Solaben Electricidad Diecinueve, S.A.
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Chairman of the Board of Directors of Solaben Electricidad Veinte, S.A.
Chairman of the Board of Directors of Solargate Electricidad Uno, S.A.
Chairman of the Board of Directors of Solargate Electricidad Dos, S.A.
Chairman of the Board of Directors of Solargate Electricidad Tres, S.A.
Chairman of the Board of Directors of Solargate Electricidad Cuatro, S.A.
Chairman of the Board of Directors of Solargate Electricidad Cinco, S.A.
Chairman of the Board of Directors of Solargate Electricidad Seis, S.A.
Chairman of the Board of Directors of Solargate Electricidad Siete, S.A.
Chairman of the Board of Directors of Solargate Electricidad Ocho, S.A.
Chairman of the Board of Directors of Solargate Electricidad Nueve, S.A.
Chairman of the Board of Directors of Solargate Electricidad Diez, S.A.
Chairman of the Board of Directors of Solargate Electricidad Once, S.A.
Chairman of the Board of Directors of Solargate Electricidad Doce, S.A.
Chairman of the Board of Directors of Solnova Electricidad, S.A.
Chairman of the Board of Directors of Solnova Electricidad Dos, S.A.
Chairman of the Board of Directors of Solnova Electricidad Tres, S.A.
Chairman of the Board of Directors of Solnova Electricidad Cuatro, S.A.
Chairman of the Board of Directors of Solnova Electricidad Cinco, S.A.
Chairman of the Board of Directors of Solnova Electricidad Seis, S.A.
Chairman of the Board of Directors of Solnova Electricidad Siete, S.A.
Chairman of the Board of Directors of Solnova Electricidad Ocho, S.A.
Chairman of the Board of Directors of Solnova Electricidad Nueve, S.A.
Chairman of the Board of Directors of Solnova Electricidad Diez, S.A.
Chairman of the Board of Directors of Solnova Electricidad Once, S.A.
Chairman of the Board of Directors of Solnova Electricidad Doce, S.A.
Director of Solacor Electricidad Uno, S.A.
Director of Solacor Electricidad Dos, S.A.
Chairman of the Board of Directors of Solacor Electricidad Tres, S.A.
Mr. Miguel Ángel Jiménez Velasco Mazario, member of the Board of Directors and legallyempowered representative of the company, does not hold any positions in companies with a
corporate purpose that is the same as or analogous or complementary to that of Abengoa Solar, S.A.
(Art. 229 Capital Company Act).
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As provided in Art. 231 of the Capital Company Act, no person related to the members of the Board
of Directors hold any interest in the share capital of or any position or function in any company or
companies with a corporate purpose that is the same as or analogous or complementary to that of
Abengoa Solar, S.A.
No situation of direct or indirect conflict of interest came into evidence in the years 2010 and 2009,
as provided for is Art. 229 of the Capital Company Act.
Remuneration of Senior Management
The total annual remuneration (primarily salaries, social security and variable remuneration) of the
General Managers of the parent company and persons performing equivalent functions in 2010 was
1,697 thousand euros of fixed remuneration and 1,043 thousand euros of variable remuneration
(1,494 euros of fixed remuneration and 442 of variable remuneration in 2009). Of these amounts,
approximately 485 euros of fixed remuneration and 843 thousand euros of variable remuneration
related to the remuneration of members of Senior Management who were Executive Directors on
the Board of Directors in 2010 (484 thousand euros of fixed remuneration and 325 thousand euros
of variable remuneration in 2009).
Group companies do not hold any obligations relating to pensions or any other type of
complementary retirement remuneration with the Senior Management personnel.
a) Stock option plans
a.1)
Plan for the acquisition of shares in Abengoa, S.A.
Abengoa Solar forms part of a Plan for the Acquisition of Shares in its parent company, Abengoa,
S.A., for Group management personnel (including that of Abengoa Solar), approved by the Board of
Directors and the Extraordinary General Shareholders’ Meeting of the parent company (Abengoa,
S.A.) on 16 October, 2005. The basic terms for Abengoa Solar are as follows:
‐
Beneficiaries: up to 6 members of Group Management (Business Group manager, Business Unit
managers, technical and R&D managers and corporate services managers) who work for
different present or future Abengoa Solar companies and who voluntarily wish to participate.
The Plan establishes certain requirements for meeting individual annual management objectives
for each manager and remaining with the Group.
159
3
‐
Volume of shares: 181,500 shares of Abengoa, S.A., representing 0.001% of the company’s
share capital.
‐
The Plan beneficiaries obtained a bank credit to purchase Abengoa shares, already issued and
outstanding, at market price, in accordance with the Securities Market Act, with the guarantee
of Abengoa, S.A. and exclusion of their personal liability, for an amount of 3 million euros
(including expenses, commissions and interest). The repayment date of this credit is 7 August,
2011.
‐
The obligation to settle the transaction is held by the Plan’s promoter, Abengoa, S.A.
On the above premises, the operation qualifies as a share-based payment transaction settled by
equity instruments, since Abengoa Solar is not obliged to settle the transaction. Under these
circumstances, the company receiving the goods and/or services must recognize the valuation of the
Plan and, as the balancing item, the corresponding effect in equity, thus reflecting the consideration
for the service rendered by the employees employed by Abengoa Solar who are subject to the Plan.
The fair value of the managers’ services in exchange for the granting of the option is recognized in
the Income Statement under the heading “Employee benefit expenses”. The total amount to be
expensed over the accrual period is determined by reference to the fair value of a hypothetical put
option granted by Abengoa, S.A. to the manager, excluding the impact of any accrual conditions
other than market conditions. For these purposes, the calculation considers the number of options
that are expected to be exercisable, which is updated at each year end, recognising the revision of
the original estimates, if applicable, in the Income Statement.
The fair value of the options granted in the year 2010 determined in accordance with the BlackScholes valuation model was an increase in expense of 278 thousand euros (expense of 695
thousand euros in 2009). The main input data in the model were the share price, an estimated yield
per dividend, an expected life of the option of 5 years, an annual interest rate and a market volatility
for the share.
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3
a.2)
Plan for acquisition of shares in Abengoa Solar, S.A.
On 22 February, 2010, Abengoa Solar, S.A., with the consent of Abengoa, S.A., agreed to
implement a Stock Option Plan that could be exercised only if the company is officially listed (or has
formally initiated the listing process at the exercise date of the options). In the event that the
company is not officially listed, Abengoa Solar will recognize extraordinary remuneration in favour of
the beneficiary, which will be paid in cash and settled by the company.
i) The principal terms of the Stock Option Plan are the following:
‐ The Stock Option Plan on shares of Abengoa Solar is addressed to a group of 44 specific people,
including executive directors, members of the management team and other Group professionals,
the total number of options granted being 44,495 (9,939 of which are for Directors and 18,819
for Senior Management). The number of options granted may be adjusted in accordance with
contractually-established variables.
‐ The options are assigned on an individual basis, depending on the responsibility, performance and
development potential of each beneficiary.
‐ The total volume of shares planned if all the beneficiaries meet their objectives represents 4.61%
of the current share capital of Abengoa Solar, S.A.
‐ The cumulative conditions of the purchase option include:
•
•
•
the need for Abengoa Solar to be officially listed or to have formally initiated the process for
listing at the exercise date of the options,
meeting annual management objectives each year,
the need to remain as an employee of Abengoa Solar for 5 years.
‐ The Plan is granted to the managers because of their employment relationship with the Group
and a purchase option on the assigned shares is granted until 30 June, 2014 (the exercise date of
the options is fixed as from 1 to 25 June, 2014). At the end of the period, provided the conditions
have been met, Abengoa, S.A. is obliged to settle the Plan as established in the contract.
‐ The beneficiary has the option of purchasing the shares at the purchase price, which will be their
nominal value (12.50 euros per share), payable in cash. If Abengoa Solar were in the process of
stock market flotation during the period in which the option may be exercised, i.e. June 2014, the
parties may agree for the beneficiary to adhere to the potential process of placing his shares on
the stock exchange and deferring payment until said process is completed.
161
3
According to Abengoa Solar’s estimate, it is considered that, for the purposes of recognising the
above mentioned Plan, certain conditions thereof cannot be classified as probable, since there are
external factors that must be taken into account when determining the probability.
ii) The principal terms of the extraordinary remuneration are:
Abengoa Solar recognizes in favour of the beneficiary extraordinary remuneration to be paid in cash
and settled by said company. In this case, the managers and directors are entitled to a fixed sum
payable in cash, provided the conditions established are met:
‐
remaining as an employee of Abengoa Solar for 5 years,
‐
‐
the meeting of annual management objectives each year,
the meeting of Abengoa Solar’s 2013 consolidated budget as per the Strategic Plan.
The total amount of the extraordinary remuneration to be settled is 3,457 thousand euros, assigned
individually among the participating managers. In this case, said amount is not related to the value of
the Abengoa Solar shares and will be recognized as a liability as the conditions are consolidated on a
proportional basis in each year.
Therefore, at the year end, since the conditions for the irrevocability of the Stock Option Plan were
not met, the liability for the extraordinary remuneration was recognized in accordance with IAS 19.
In the event that the conditions for it to qualify as a Stock Option Plan were met, it would be
recognized in accordance with the provisions of IFRS 2.
At the year end, the liability recognized under the heading “Employee benefits obligations” was
1,729 thousand euros (124 thousand euros of which related to Directors and 235 thousand euros to
Senior Management), this same amount being recognized as a personnel expense in the
Consolidated Income Statement for 2010, corresponding to the amount accrued in accordance with
the percentage consolidation of the objectives fixed. In the year 2009, no amount was recognized,
since the Plan was signed in 2010.
162
3
b) Variable remuneration plans
On 24 July, 2006 and 11 December, 2006, the Board of Directors of Abengoa, S.A., the parent
company, approved an Extraordinary Variable Remuneration Plan for managers of all the Group (Plan
Dos) at the proposal of the Compensation and Nominating Committee.
This Plan has 14 beneficiaries in Abengoa Solar for a total amount of 3,310 thousand euros, with a
duration of five years from 2007 to 2011, inclusive. Its conditions include attaining, at personal level,
the objectives set in the Strategic Plan and remaining as an employee over the period considered,
among others.
35.3
Relations with Related Companies
The transactions carried out be Abengoa Solar and its subsidiaries with the parent company,
Abengoa, S.A., and the rest of the related companies are carried out at market value. As stated in
Note 1, the balances and transactions that refer to related companies concern companies that,
although they do not form part of the consolidated group of Abengoa Solar, do belong to the
consolidated groups of Abengoa, S.A. and Inversión Corporative, S.A. and, therefore, are not
eliminated in the consolidation process.
A summary of the balances and transactions with related companies at 31 December, 2010 and 31
December, 2009 is shown below:
31/12/2010
Abengoa, S.A.
Abener Energía, S.A.
Teyma, Gest. Contratos Construcción
Ing.
Receivables
(Note 12)
Current
Financial
Debt
(Note 15)
Payables /
Creditors
(Note 17)
Noncurrent
Financial
Debt
(Note 15)
Sales &
Other
Revenue
Purchases
& Other
Expenses
Financial
Income
Financial
Expenses
104,753
11,276
16,883
526,231
277
(2,490)
4,109
(26,938)
27,682
101,258
-
5,898
63,796
(33,921)
130
(121)
21,086
16,958
-
-
50,108
(114)
76
(0)
Teyma USA & Abener Engineering
-
115,125
-
-
-
-
-
-
UTE Abener Teyma Solacor- El Carpio I
-
124,499
-
-
-
-
-
-
UTE Abener Teyma Solacor- El Carpio I I
-
136,717
-
-
-
-
-
-
37,835
-
-
-
-
-
-
-
Solar Power Plan One/SPA
-
-
-
-
23,489
-
-
-
13,764
205,120
23,546
529,379
16,883
532,129
9,875
147,545
(13,455)
(49,980)
3
4,318
(1)
(27,060)
Other related parties
Total
163
3
31/12/2009
Receivable
s (Note 12)
Payables /
Creditors
(Note 17)
Noncurrent
Financial
Debt
(Note 15)
Current
Financial
Debt
(Note 15)
Sales &
Other
Revenu
e
Purchases
& Other
Expenses
Financial
Income
Financial
Expenses
Abengoa, S.A.
26,753
36
9,745
210,137
76
(1,727)
672
(18,350)
Abener Energía, S.A.
19,066
171,753
-
1,222
85,585
(13,444)
-
(19)
8,943
9,093
-
-
25,394
-
-
-
-
5,781
-
-
11,607
-
-
-
Other related parties
10,315
33,433
8,382
0
2,006
(12,704)
-
-
Total
65,077
220,096
18,127
211,359
124,668
(27,876)
672
(18,369)
Solar Power Plan One/SPA
Abengoa Transmisión Norte, S.A.
As stated in Notes 4, 5 and 6, the Group holds fixed asset construction contracts with related
companies and, therefore, part of the fixed assets were constructed by related companies.
Transactions carried out with related companies at 31 December, 2010 and 31 December, 2009
were:
‐
In order to adapt the cash flows of the thermosolar activities within the relevant business line,
on 31 March, 2010, Abengoa Solar and Abener Energía, S.A. signed a transaction that took the
form of a Total Return Swap (TRS) within the framework of a 1992 ISDA Master Agreement,
under which Abener transferred to Abengoa Solar the economic rights derived from the 51%
interest held by Abener in the company Solar Power Plan One/SPA (SPP1/SPA). On 31 May,
2010, Abengoa Solar and Abener decided to terminate the aforementioned TRS by signing
another agreement in which the original agreement was terminated and the two parties waived
the right to make any claim against each other in this respect. During the period the agreement
was in force, no economic rights were accrued or settled and, therefore, the transaction had no
accounting impact.
‐
Abengoa Solar España, S.A., Abengoa Solar New Technologies, S.A., Abengoa Solar PV, S.A.
and Abengoa Solar, S.A. signed reciprocal current account credit contracts dated 1 January,
2009 with Abengoa, S.A. These were amended on 1 January, 2010. Under these contracts, both
Abengoa, S.A. and any of aforementioned Abengoa Solar companies can reciprocally request
funds from each other.
The contracts are long term, as agreed between the parties. The daily account balance in favour
of the company that has acted as lender accrues interest in accordance with the financing cost
of Abengoa, S.A. This interest rate is revised annually on the basis of Euribor plus a market
spread. The applicable rate during the year ended 31 December, 2010 was 8.35% (6.99% at 31
December, 2009). Interest is calculated and settled at the end of each financial year and upon
maturity of the credit.
164
3
At financial level, this structure facilitates Abengoa Solar’s access to financing for the promotion
of new projects and development of existing ones considerably, since it is not strictly necessary
to resort to external financing sources such as bank financing. Abengoa, S.A. may also use the
cash surpluses of the Abengoa Solar companies, which thus obtain a yield that facilitates the
financing of Abengoa, S.A.
At 31 December, 2010, the net debt with Abengoa, S.A. was 445,099 thousand euros (194,526
thousand euros at 31 December, 2009) (see Note 9).
In relation to current debt, at 31 December, 2010, there was 20,245 thousand euros (9,745
thousand euros at 31 December, 2009) relating to debt with Abengoa, S.A. because it was the
parent of the consolidated tax group and 16,883 thousand euros (8,356 thousand euros at 31
December, 2009) of debt with Abengoa due to the granting of the convertible loan explained in
Note 21.
‐
On 2 January, 2008, Abengoa Solar España, S.A., Abengoa Solar New Technologies, S.A.,
Abengoa Solar PV, S.A. and Abengoa Solar S.A. signed service provision agreements with
Abengoa, S.A. Under these agreements, Abengoa, S.A. provides them with general
management services (economic/financial management, legal advice, tax advice, commercial
management support, etc.) and corporate services specifically requested of Abengoa, S.A. by the
Abengoa Solar companies. The agreements were for a term expiring on 31 December, 2008,
but are extended automatically for annual periods if neither party notifies the other of its
intention to terminate. The amount of this item in the year ended 31 December, 2010 was
2,088 thousand euros (1,392 thousand euros at 31 December, 2009) as a corporate fee and the
remainder, 173 thousand euros (335 thousand euros at 31 December, 2009) was the transfer of
costs and services provided for different items.
‐
The Abengoa Solar companies have signed a service provision agreement with Gestión Integral
de Recursos Humanos, S.A. (“GIRH”), an Abengoa company, whereby GIRH provides the
Abengoa Solar companies with certain services in relation to human resource management. Said
services include the following:
165
3
o
Personnel administration (administrative management of human resources in accordance
with the legislation in force at any given time).
o
Training.
o
Recruitment.
o
Development (managing the career plans the Abengoa Solar employees and internal
promotion).
o
Prevention of risks at work.
o
Labour relations (relations between the company and the workers).
o
Human resource management system.
o
For the year ended 31 December, 2010, the fees of GIRH for providing services to all the
Abengoa Solar companies amounted approximately 236 thousand euros (193 thousand
euros at 31 December, 2009).
‐
Abengoa Solar España, S.A., Abengoa Solar New Technologies, S.A:, Abengoa Solar PV, S.A.,
Abengoa Solar Inc. and Abengoa Solar PV have signed service provision contracts for the
outsourcing of information technology, fixed and mobile IP telephony, licence support and other
corporate projects with the Abengoa company Simosa IT, S.A. The contracts have been being
signed for annual periods. The amount for this item in the year ended 31 December, 2010 was
1,419 thousand euros (1,240 thousand euros at the 2009 year end).
‐
Abengoa Solar España, S.A., Abengoa Solar New Technologies, S.A., Abengoa Solar PV, S.A.
and Abengoa Solar, S.A. have signed a long-term office rental agreement for 5 years with
Centro Tecnológico Palmas Altas, S.A. in Seville. In the year ended 31 December, 2010, the first
full year at Campus Palmas Altas, expenses were 1,208 thousand euros (193 thousand euros at
the 2009 year end).
‐
The Abengoa company Telvent Implantación de Sistemas, S.L.U. provides the Abengoa Solar
companies with SAP system implementation services, including hardware and installation,
software licences, platform construction and implementations. The amount of this item in the
year ended 31 December, 2010 was 7,349 thousand euros (405 thousand euros at the 2009
year end), which is capitalised in the intangible assets (see Note 4).
166
3
‐
Although there is no exclusivity agreement, Abengoa Solar entrusts the construction of its plants
to Abener Energía, S.A. and Teyma Gestión de Contratos de Construcción e Ingeniería, S.A.
under the turnkey system. Both of these related companies have the human, technical and
financial resources necessary to guarantee the quality and efficiency required in the installations.
As of today’s date, Abengoa Solar holds contracts with several temporary joint ventures
(“UTEs”) formed by Abener Energía, S.A. and Teyma Gestión de Contratos de Construcción e
Ingeniería, S.A. for the construction of the plants Helioenergy Electricidad Uno, S.A., Helioenergy
Electricidad Dos, S.A., Solacor Electricidad Uno, S.A., Solacor Electricidad Dos, S.A., Solaben
Electricidad Dos, S.A. and Solaben Electricidad Tres, S.A., which have work not yet executed of
560,562 thousand euros. At 31 December, 2009, the contracts signed with Abener Energía,
S.A. related to the construction of the plants Solnova Electricidad, S.A. Solnova Electricidad Tres
S.A. and Solnova Electricidad Cuatro, S.A., which had work not yet executed of 95,059
thousand euros.
‐
At 31 December, 2010, the amount included under the “Trade and other payables” heading for
the acquisition of fixed assets, primarily from Abener Energía, S.A. and Teyma Gestión de
Contratos de Construcción e Ingeniería, S.A., which was paid by the reverse factoring, was
288,071 thousand euros (205,921 thousand euros at the 2009 year end).
‐
Abengoa Solar, through its subcontractor Abener, has, as of today’s date, payment
commitments with third parties for the supply of equipment for the projects included in the Preassignation Register of Royal Decree 6/2009 of 30 April. The maturity calendar for said
commitments is: 64,767 thousand euros in 2011. Likewise, Abengoa Solar, in accordance with
the requirements of the aforementioned Royal Decree, holds orders with other related
companies for up to 50% of the equipment necessary for construction of the plants.
‐
Within the framework of its business strategy, Abengoa Solar signs agreements for the transfer
of the use of the industrial property and technology know-how, together with site supervision
and management. In return, a series of charges are made to Abener and Inabensa. Likewise, any
engineering services that are carried out are billed.
‐
Sanlúcar Solar S.A., Solar Processes, S.A., Solnova Electricidad, S.A. and Solnova Electricidad
Cuatro, S.A. hold surface rights that were signed with subsidiaries of Inversión Corporativa, the
majority shareholder of Abengoa, S.A., Abengoa Solar’s parent, for a number of sites for a total
amount of 1,648 thousand euros according to the contracts (same amount in 2009)
167
3
‐
No transactions were carried out with the Group’s Directors or members of its Senior
Management other than those disclosed above in these Notes.
35.4
Joint Ventures
Details of Abengoa Solar’s interests in joint ventures are given in Appendices III and VIII.
Details of the joint ventures and percentage interests at 31 December, 2010 and 31 December, 2009
are set forth below:
Company
31.12.2010
Europea Construcciones Metálicas, S.A.
Italgest Abengoa Solar
Rioglass Solar 2 S.A.
Rioglass Solar Holding, S.A
Rioglass Solar Inc.
Rioglass Solar S.A.
Total Abengoa Solar Emirates Investment Company BV
31.12.2009
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
-
50
100
50
100
The amounts shown below represent the Group’s share in the assets and liabilities and the sales and
profits/(losses) of the joint ventures. These amounts are included in the Statement of Financial
Position and Income Statement:
31.12.2010
31.12.2009
Assets:
Non-current assets
349,730
Current assets
38,155
61,607
41,984
Liabilities:
270,230
Current liabilities
17,951
128,047
Revenue
Expenses
Profit / (loss) after tax
36,915
76,612
80,115
(63,552)
(57,939)
13,060
168
22,176
3
There are no contingent liabilities relating to the Group’s interests in joint ventures. Likewise, there
are no commitments to invest capital in said companies.
35.5
Temporary joint ventures (UTEs)
Details of the Group’s interests in temporary joint ventures are given in Appendices III and VIII.
The amounts shown below represent the Group’s share in the assets and liabilities and the sales and
profits/(losses) of the temporary joint ventures. These amounts are included in the Statement of
Financial Position and Income Statement:
31.12.2010
31.12.2009
Assets:
Non-current assets
13,853
2,983
Current assets
15,945
31,350
Liabilities:
Current liabilities
4,185
3,651
20,699
27,990
Revenue
34,944
29,696
Expenses
(30,030)
(27,003)
4,914
2,693
Profit / (loss) after tax
There are no contingent liabilities relating to the Group’s interests in temporary joint ventures.
35.6
Audit Fees
In the year 2010, fees of 613 thousand euros were accrued (182 thousand euros in 2009) for
financial audit work, including both the year-end audit and the SOX internal control audit. Of said
amount, 592 thousand euros (166 thousand euros in 2009) relate to the Group’s main auditor
PricewaterhouseCoopers.
Additionally, in 2010, audit firms were paid 779 thousand euros (402 thousand euros in 2009) for
other work, basically for financial advisory and verification services in company purchase
transactions. 329 thousand euros of this amount was paid to the main auditor (157 thousand in
2009).
169
3
35.7
Environmental Information
Abengoa Solar, which, since its beginnings, has been committed to sustainable development and
combating climate change, manages the attainment of its business objectives through a suitable
policy that ensures the conservation of the environment while carrying on its business activity.
In accordance with its environmental management policy, Abengoa has established the
implementation of Environmental Management Systems meeting the requirements of ISO 14001 as
a strategic objective for its companies overall. The environmental certification systems promote
correct environmental management, limiting the risk associated with the environmental impact of
our activities and compliance with the applicable legislation. It is within this framework that specific
objectives are set for reducing any negative environmental impacts that the products and services
developed may have and for eliminating or minimising the risk derived.
In the permormance of the environmental management system, at the 2010 year end, the
percentage of companies with Environmental Management Systems certified under ISO 14001 was
71% in relation to the sales volume (87% in 2009).
In 2010, Abengoa Solar made an environmental investment of 32 thousand euros. In 2009, no
environmental investment was made.
35.8
Events after the end of the reporting period
On 25 February, 2011, through its United States subsidiary, Abengoa Solar made the first drawdown
on the loan granted by the United States Federal Financial Bank (FFB), guaranteed by the United
States Department of Energy (DOE), once the prior conditions had been met.
Likewise, on 3 March, 2011, Shams Power Company concluded the financing of Shams 1. The
transaction was concluded for an amount of 600 million dollars repayable over 22 years, with ten
regional and international entities participating. Abengoa holds an indirect interest of 20% in this
company.
170
3
g)
Appendices
171
3
Appendix I
Dependent companies included in the 2010 consolidation perimeter using the global integration
method
Corporate Name
Registered
Office
Cost in
Thousands
of Euro
% of
Nominal
Capital
Company Holding the Interest
(*)
Activity
(see
page 8)
Auditor
Abengoa Hellas Solar Power Systems Limited Liabilities Company
Athens (GR)
5
100,00 Abengoa Solar / Abengoa Solar PV
-
(1)
C
Abengoa Solar Australia Pty Limited
Melbourne (AU)
0
100,00 Abengoa Solar Internacional
-
(3)
A
Abengoa Solar Engeneering (Beijing), Co. Ltd.
Beijing (China)
103
100,00 Abengoa Solar
-
(3)
-
Abengoa Solar España S.A.
Seville (ES)
500
-
(5)
A
100,00 Abengoa Solar España / Abengoa Solar NT
-
(5)
-
-
(5)
A
100,00 Abengoa Solar Internacional, S.A./Abengoa Solar, S.A.
-
(3)
Abengoa Solar Extremadura S.A.
Seville (ES)
Abengoa Solar Inc.
New York (USA)
60
155.896
Abengoa Solar India Private Limited
Mahrashtra (IN)
Abengoa Solar Internacional S.A.
Seville (ES)
802
Abengoa Solar New Tecnologies S.A.
Seville (ES)
3.986
1
Abengoa Solar Power, S.A.
Seville (ES)
60
Abengoa Solar PV Inc.
Colorado (USA)
Abengoa Solar PV S.A.
Seville (ES)
Abengoa Solar Sicilia Sr.l
Rome (IT)
Abengoa Solar South Africa
Pretoria (Sudáfrica
Abengoa Solar Ventures S.A.
Seville (ES)
Aleduca S.L.
Madrid (ES)
Almadén Solar S.A.
Seville (ES)
Arizona Solar One Holding, LLC
Colorado (USA)
26.640
100,00 Abengoa Solar Inc
Colorado (USA)
26.640
100,00 Arizona Holding Company
Ashalim Solar Power One Ltd.
Tel Aviv (IS)
0
ASI Operations Inc.
Colorado (USA)
0
-
-
(1)
-
100,00 Abengoa Solar / Abengoa Solar España
-
(5)
A
(*)
(5)
-
8.971
-
(5)
-
12.846
-
(5)
A
-
15
0
60
7.000
153
-
(1)
-
(3)
-
-
(5)
-
100,00 Abengoa Solar PV
-
(5)
-
-
(1)
-
(*)
(1)
A
-
(1)
A
100,00 Abengoa Solar, S.A.
(*)
(1)
A
(*)
(1)
A
51,00 Abengoa Solar España
Aznalcóllar Solar S.A.
Seville (ES)
60
-
(1)
-
Captasol Fotovoltaica 1 S.L.
Seville (ES)
3
100,00 Abengoa Solar PV / Casaquemada Fotovoltaica
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
60
100,00 Abengoa Solar PV / Linares Fotovoltaica
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
100,00 Abengoa Solar PV / Abengoa Solar España
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
172
3
Appendix I
method.(continued)
Interest
Corporate Name
Registered
Office
Cost in
Thousands
of Euro
% of
Nominal
Capital
(*)
Activity
(see
page 8)
Auditor
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
(3)
-
Seville (ES)
3
-
Carpio Solar Inversiones, S.A.
Seville (ES)
60
Seville (ES)
2.816
-
(3)
(*)
(1)
-
-
(3)
-
Copero Solar Huerta Uno S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Dos S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Tres S.A
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Cuatro S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Cinco S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Seis S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Siete S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Ocho S.A.
Seville (ES)
44
-
(3)
A
Copero Solar Huerta Nueve S.A.
Seville (ES)
53
-
(3)
A
A
Copero Solar Huerta Diez S.A.
Seville (ES)
44
Cycon Solar, LTD
Cyprus (GR)
0
Dimange Inversiones, S.L
Madrid (ES)
3
Ecija Solar Inversiones S.A.
Seville (ES)
60
Seville (ES)
800
Freener-g, LLC
Minneapolis (USA)
Gestión Evacuación Don Rodrigo, S.L.
Seville (ES)
534
0
Harper Dry Lake Land Company LLC
Delaware (USA)
Helioenergy Electricidad Tres S.A.
Seville (ES)
1
60
100,00 Captasol Fotovoltaica 43 / Captasol Fotovoltaica 44
76,00 Abengoa Solar
99,95 Solargate Electricidad 1, 2, 3, 4, 5, y Helioenergy Electricidad 11y 12
-
(3)
(*)
(1)
-
(*)
(5)
-
-
(5)
-
-
(3)
A
(*)
(3)
C
-
-
(3)
-
-
(1)
-
Helioenergy Electricidad Cuatro S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Cinco S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Seis S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Siete S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Ocho S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Nueve S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Diez S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Once S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Doce S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Trece S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Catorce S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Quince S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Dieciséis S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Diecisiete S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Dieciocho S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Diecinueve S.A.
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Veinte S.A.
Seville (ES)
60
-
(1)
-
173
3
Appendix I
method.(continued)
Interest
Corporate Name
Registered
Office
Cost in
Thousands
of Euro
% of
Nominal
Capital
(*)
Activity
(see
page 8)
Auditor
Helioenergy Electricidad Veintiuno S.A
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Veintidós S.A
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Veintitrés S.A
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Veinticuatro S.A
Seville (ES)
60
-
(1)
-
Helioenergy Electricidad Veinticinco S.A
Seville (ES)
60
Seville (ES)
1.553
Madrid (ES)
1.553
Hypesol Energy Holding S.L.
Seville (ES)
5
Insolation 1 S.R.L.
Rome (IT)
Insolation 2 S.R.L.
85,00 Hypesol Energy Holding
85,00 Hypesol Energy Holding
-
(1)
-
-
(1)
A
-
(1)
A
-
(1)
-
15
100,00 Abengoa Solar PV / Abengoa Solar
-
(3)
-
Rome (IT)
15
-
(3)
-
Insolation 3 S.R.L.
Rome (IT)
16
-
(3)
-
Insolation Sic 4 S.R.L
Rome (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Insolation Sic 7.R.L
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Palermo (IT)
10
-
(3)
-
Insolation Sic 14 S.R.L.
Palermo (IT)
10
-
(3)
-
Rome (IT)
10
-
(3)
-
Rome (IT)
10
-
(3)
-
Rome (IT)
10
-
(3)
-
Rome (IT)
10
-
(3)
-
Rome (IT)
10
-
(3)
-
Rome (IT)
10
-
(3)
-
Khi CSP South Africa (Pty) Limited.
Gauteng (SDF)
100,00 Abengoa Solar South Africa (Pyt) Ltd
(*)
(1)
A
0
Kaxu CSP South Africa (Pty) Limited
Gauteng (SDF)
Seville (ES)
7.193
0
Las Cabezas PV, S.L.
Seville (ES)
3
Seville (ES)
3.173
Logrosan Solar Inversiones, S.A.
Extremadura
Marismas PV A1 S.L.
Seville (ES)
123
100,00 Las Cabezas Fotovoltaicas / Abengoa Solar PV
Marismas PV A2 S.L.
Seville (ES)
123
60
(*)
(1)
A
-
(3)
A
100,00 Aleduca, S.L.
-
(3)
-
-
(3)
A
(*)
(1)
-
-
(3)
-
-
(3)
-
Marismas PV A3 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A4 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A5 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A6 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A7 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A8 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A9 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV A10 S.L.
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Marismas PV B1 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B2 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B3 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B4 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B5 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B6 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B7 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B8 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B9 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV B10 S.L.
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
174
3
Appendix I
method.(continued)
Interest
Corporate Name
Registered
Office
Cost in
Thousands
of Euro
% of
Nominal
Capital
(*)
Activity
(see
page 8)
Auditor
-
Seville (ES)
123
-
(3)
Marismas PV C1 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C2 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C3 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C4 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C5 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C6 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C7 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C8 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C9 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV C10 S.L.
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Seville (ES)
123
-
(3)
-
Marismas PV E1 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV E2 S.L.
Seville (ES)
123
-
(3)
-
Marismas PV E3 S.L.
Seville (ES)
123
-
(3)
-
Marudhara Akshay Urja Private Limited
Maharashtra (IN)
8
100,00 Abengoa Solar India Private Limited/Abengoa Solar Internacional
(*)
(1)
A
Marusthal Green Power Private Limited
Maharashtra (IN)
8
(*)
(1)
A
Mojave Solar LLC
Berkeley (USA)
1
-
(1)
-
Rajathan Photon Energy
Maharashtra (IN)
0
(*)
(1)
A
Seville (ES)
Sol3G
Barcelona (ES)
7
6.762
Solaben Electricidad Uno, S.A
Badajoz (ES)
60
Badajoz (ES)
31.511
70,00 Logrosan Solar Inversiones / Abengoa Solar NT
70,00 Logrosan Solar Inversiones / Abengoa Solar NT
-
(1)
A
-
(4)
C
-
(1)
-
-
(1)
A
A
Badajoz (ES)
36.729
-
(1)
Solaben Electricidad Cuatro, S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Cinco,S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Seis, S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Siete S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Ocho S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Nueve S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Diez S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Once S.A.
Badajoz (ES)
60
-
(1)
-
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Trece S.A
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Catorce S.A.
Solaben Electricidad Doce S.A.
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Quince S.A
Badajoz (ES)
60
-
(1)
Solaben Electricidad Dieciséis S.A
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Diecisiete S.A
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Dieciocho S.A
Badajoz (ES)
60
-
(1)
-
Solaben Electricidad Diecinueve S.A
Badajoz (ES)
60
-
(1)
-
60
Solaben Electricidad Veinte S.A
Badajoz (ES)
Seville (ES)
42.069
-
(1)
-
74,00 Carpio Solar Inversiones
-
(1)
A
Seville (ES)
38.513
Solacor Electricidad Tres S.A.
Seville (ES)
60
74,00 Carpio Solar Inversiones
-
(1)
A
-
(1)
Solar de Receptores de Andalucía S.A.
Seville (ES)
60
100,00 Abengoa Solar / Abengoa Solar NT
-
-
(4)
-
Seville (ES)
15
-
(1)
A
Solargate Electricidad Uno S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Dos S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Tres S.A.
Seville (ES)
62
-
(1)
-
Solargate Electricidad Cuatro S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Cinco S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Seis S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Siete S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Ocho S.A.
Seville (ES)
60
-
(1)
Solargate Electricidad Nueve S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Diez S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Once S.A.
Seville (ES)
60
-
(1)
-
Solargate Electricidad Doce S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad S.A. AZ-50
Seville (ES)
30.986
99,99 Solnova Solar Inversiones
100,00 Abengoa Solar España / Abengoa Solar
-
(1)
A
Solnova Electricidad Dos S.A.
Seville (ES)
60
-
(1)
-
Seville (ES)
30.110
-
(1)
A
Seville (ES)
28.964
-
(1)
A
175
3
Appendix I
method.(continued)
Interest
Corporate Name
Registered
Office
Cost in
Thousands
of Euro
% of
Nominal
Capital
(*)
Activity
(see
page 8)
Auditor
Solnova Electricidad Cinco S.A.
Seville (ES)
60
100,00 Abengoa Solar España / Abengoa Solar
-
(1)
-
Solnova Electricidad Séis S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad Siete S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad Ocho S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad Nueve S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad Diez S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad Once S.A.
Seville (ES)
60
-
(1)
-
Solnova Electricidad Doce S.A.
Seville (ES)
60
-
(1)
-
Solnova Solar Inversiones S.A.
Seville (ES)
60
-
(5)
A
Solúcar Andalucía FV1 S.A.
Seville (ES)
60
100,00 Abengoa Solar PV / Abengoa Solar NT
-
(3)
B
Seville (ES)
60
-
(3)
-
Solúcar Castilla FV1 S.A.
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Solúcar Extremadura FV1 S.A.
Seville (ES)
60
-
(3)
-
Seville (ES)
60
-
(3)
-
Solugas Energía S.A.
Seville (ES)
60
100,00 Abengoa Solar NT / Abengoa Solar
-
(1)
-
Son Rivieren (Pty) Limited
Gauteng (SDF)
(*)
(1)
A
0
Activity
(1) Thermosolar Energy area of activity.
(2) Thermosolar Components area of activity.
(3) Photovoltaic Energy area of activity.
(4) Photovoltaic Components area of activity.
(5) Other activities.
(*) Companies incorporated or acquired that joined the consolidated group during the year.
Auditor
A
Audited by PricewaterhouseCoopers
B
Audited by Auditoría y Consulta.
C
Audited by Other Auditors.
176
3
Appendix II
Associated Companies included in the 2010 Consolidation Perimeter using the Participation
Method
Interest
Corporate Name
Registered Office
Cost in
Thousands
of Euros
% Capital
(*)
Art. of R.D.
1815/91
Activity
Auditor
Construcciones Metálicas Mexicanas Comemsa, SA de CV
Celaya (Mex)
2.186
25,00 Eucomsa
-
(5)
A
Cedisolar, S.A.
Galicia (ES)
4.992
28,75 Rioglass Solar Holding
-
(4)
-
Madrid (ES)
1.024
33,97 Solaben 1, 2, 3 y 6
(*)
-
(1)
-
32,82 Helioenergy 1 Helioenergy 2 Helioenergy 3
-
Seville (ES)
2
(*)
-
(1)
Fundación Soland
Seville (ES)
30,00
(*)
-
(5)
-
Abu-Dhabi
6.360
20,00 TASEIC
(*)
-
(1)
A
Shams Power company PJSC
Abu-Dhabi
84.101
20,00 TASEIC
(*)
-
(1)
A
Activity
(5) Other activities.
(*) Companies incorporated or acquired that joined the consolidated group during the year.
Auditor
A
B
C
Audited by Other Auditors.
177
3
Appendix III
Joint Ventures included in the 2010 consolidation Perimeter using the proportional integration
Method
Interest
Corporate Name
Registered
Office
Cost in
Thousands
of Euros
% Capital
15
Company Holding the Interest in the Joint Venture
(*)
Art. of R.D.
1815/91
Activity (see
page 3)
Rome (IT)
50,00 Abengoa Solar
-
-
(1)
Seville (ES)
32.687
50,00 Ecija Solar Inversiones
-
-
(1)
Seville (ES)
31.761
50,00 Ecija Solar Inversiones
-
-
(1)
Asturias (ES)
500
50,00 Abengoa Solar
-
5º 3
(5)
Rioglass Solar S.A.
Asturias (ES)
6.906
-
5º 3
(4)
Rioglass Solar Inc.
Delaware (USA
758
-
-
(4)
Rioglass Solar 2
Asturias (AU)
60
-
-
(4)
Amsterdam
105
50,00 Abengoa Solar Ventures
(*)
-
(1)
Amsterdam
50
-
-
(1)
Seville (ES)
3.500
50,00 Abengoa Solar
-
c
(5)
Ute Abener Hassi R'Mel Construction
Algiers (DZ)
-
30,00 Abengoa Solar New Technologies
-
4º2.a
(5)
Ute Inabensa-Eucomsa-Perú
Seville (ES)
450
15,00 Eucomsa
-
-
(5)
UTE Abener Hassi R´Mel O&M
Seville (ES)
0
(*)
-
(5)
Activity
178
3
Appendix IV
Companies with Electricity Operation included in the 2010 Consolidated Perimeter
Corporate Name
Activity (*)
Comments
Athens (GR)
(1)
In construction phase
Melbourne (AU)
(1)
Beijing (China)
(1)
Mahrashtra (IN)
(1)
Rome (IT)
(1)
Pretoria (Sudáfrica)
(1)
Almadén Solar S.A.
Seville (ES)
(1)
Operational
Colorado (USA)
(1)
Aznalcóllar Solar, S.A.
Seville (ES)
(1)
Registered Office
Ashalim Solar Power One Ltd.
Tel Aviv (IS)
(1)
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES
(3)
Operational
Seville (ES
(3)
Operational
179
3
Appendix IV
Companies with Electricity Operation included in the 2010 Consolidated Perimeter (continued)
Corporate Name
Registered Office
Activity (*)
Comments
Seville (ES
(3)
Operational
Seville (ES
(3)
Operational
Seville (ES
(3)
Operational
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES
(3)
Seville (ES)
(3)
Operational
Cedisolar, S.A.
Galicia (ES)
(4)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
180
3
Appendix IV
Corporate Name
Registered Office
Activity (*)
Comments
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Cycon Solar, LTD
Cyprus
Madrid (ES)
Seville (ES)
(1)
(1)
(1)
Seville (ES)
(3)
Operational
Freener-g, LLC
Minneapolis (USA)
(4)
Operational
Gestión Evacuación Don Rodrigo, S.L.
Seville (ES)
(1)
Delaware (USA)
(1)
Helioenergy Electricidad Uno S.A.
Seville (ES)
(1)
Helioenergy Electricidad Dos S.A.
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Madrid (ES)
(1)
181
3
Appendix IV
Activity (*)
Comments
Insolation 1 S.R.L.
Corporate Name
Rome (IT)
Registered Office
(3)
Insolation 2 S.R.L.
Rome (IT)
(3)
Insolation 3 S.R.L.
Rome (IT)
(3)
Rome (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Palermo (IT)
(3)
Rome (IT)
(3)
Rome (IT)
(3)
Rome (IT)
(3)
Rome (IT)
(3)
Rome (IT)
(3)
Rome (IT)
(3)
Italgest Abengoa Solar, S.r.l..
Rome (IT)
(3)
Kaxu CSP South Africa (Pty) Limited
Gauteng (SDF)
(1)
Khi CSP South Africa (Pty) Limited.
Gauteng (SDF)
(1)
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Seville (ES)
(3)
Operational
Marismas PV A1 S.L.
Seville (ES)
(3)
Operational
Marismas PV A2 S.L.
Seville (ES)
(3)
Operational
Marismas PV A3 S.L.
Seville (ES)
(3)
Operational
Marismas PV A4 S.L.
Seville (ES)
(3)
Operational
Marismas PV A5 S.L.
Seville (ES)
(3)
Operational
Marismas PV A6 S.L.
Seville (ES)
(3)
Operational
Marismas PV A7 S.L.
Seville (ES)
(3)
Operational
Marismas PV A8 S.L.
Seville (ES)
(3)
Operational
Marismas PV A9 S.L.
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Marismas PV B1 S.L.
Seville (ES)
(3)
Operational
Marismas PV B2 S.L.
Seville (ES)
(3)
Operational
Marismas PV B3 S.L.
Seville (ES)
(3)
Operational
Marismas PV B4 S.L.
Seville (ES)
(3)
Operational
Marismas PV B5 S.L.
Seville (ES)
(3)
Operational
Marismas PV B6 S.L.
Seville (ES)
(3)
Operational
182
3
Appendix IV
Corporate Name
Marismas PV B7 S.L.
Registered Office
Seville (ES)
Activity (*)
(3)
Comments
Operational
Marismas PV B8 S.L.
Seville (ES)
(3)
Operational
Marismas PV B9 S.L.
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Marismas PV C1 S.L.
Seville (ES)
(3)
Operational
Marismas PV C2 S.L.
Seville (ES)
(3)
Operational
Marismas PV C3 S.L.
Seville (ES)
(3)
Operational
Marismas PV C4 S.L.
Seville (ES)
(3)
Operational
Marismas PV C5 S.L.
Seville (ES)
(3)
Operational
Marismas PV C6 S.L.
Seville (ES)
(3)
Operational
Marismas PV C7 S.L.
Seville (ES)
(3)
Operational
Marismas PV C8 S.L.
Seville (ES)
(3)
Operational
Marismas PV C9 S.L.
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Seville (ES)
(3)
Operational
Marismas PV E1 S.L.
Seville (ES)
(3)
Operational
Marismas PV E2 S.L.
Seville (ES)
(3)
Operational
Marismas PV E3 S.L.
Seville (ES)
(3)
Operational
Marudhara Akshay Urja Private Limited
Maharashtra (IN)
(1)
Mojave Solar LLC
Berkeley (USA)
(1)
Rajathan Photon Energy
Maharashtra (IN)
(1)
Rioglass Solar 2, S.A.
Asturias (ES)
(2)
Operational
Rioglass Solar, S.A
Asturias (ES)
(2)
Operational
Seville (ES)
(1)
Operational
Shams Power company PJSC
Abu-Dhabi
(1)
Sol3G
Barcelona (ES)
(4)
Operational
183
3
Appendix IV
Activity (*)
Comments
Solaben Electricidad Uno, S.A.
Corporate Name
Badajoz (ES)
Registered Office
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Solaben Electricidad Cinco, S.A.
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Badajoz (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(4)
Operational
Seville (ES)
(1)
Operational
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
184
3
Appendix IV
Activity (*)
Comments
Corporate Name
Seville (ES)
Registered Office
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Operational
Seville (ES)
(1)
Seville (ES)
(1)
Operational
Seville (ES)
(1)
Operational
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(1)
Seville (ES)
(3)
Seville (ES)
(3)
Seville (ES)
(3)
Seville (ES)
(3)
Seville (ES)
(3)
Seville (ES)
(3)
Son Rivieren (Pty) Limited
Gauteng (SDF)
(1)
Marusthal Green Power Private Limited
India
(1)
Activity
185
3
Appendix V
Companies Taxed under the Special Regime for Company Groups at 31.12.2010
Corporate Name
Abengoa Solar S.A
Abengoa Solar Internacional, S.A.
Abengoa Solar España
Abengoa Solar Extremadura, S.A.
Abengoa Solar Power, S.A.
Abengoa Solar PV, S.A.
Abengoa Solar Venture, S.A.
Aleduca, S.L.
Aznalcollar Solar, S.A.
Tax Address
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Abengoa / Abengoa Solar España
Abengoa Solar / Abengoa Solar PV
Abengoa Solar España / Abengoa Solar NT
Abegoa Solar / Abengoa Solar España
Abengoa Solar PV
Abengoa Solar / Abengoa Solar España
Abengoa Solar PV / Casaquemada Fotovoltaica
Abengoa Solar PV / Linares Fotovoltaica
186
3
Appendix V
Companies Taxed under the Special Regime for Company Groups at 31.12.2010 (continued)
Corporate Name
Carpio Solar Inversiones, S.A.
Ecija Solar Inversiones S.A.
Eucomsa
Tax Address
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Abengoa Solar PV / Abengoa Solar España
Abengoa Solar PV
Abengoa Solar / Abengoa Solar España
Abengoa Solar
187
3
Appendix V
Corporate Name
Logrosan Solar Inversiones, S.A.
Marismas PV A1 S.L.
Marismas PV A2 S.L.
Marismas PV A3 S.L.
Marismas PV A4 S.L.
Marismas PV A5 S.L.
Tax Address
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Extremadura (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Hypesol Energy Holding
Hypesol Energy Holding
Aleduca S.L.
Abengoa Solar PV
Abengoa Solar España, Abengoa Solar NT
Las Cabezas Fotovoltaica / Abengoa Solar PV
188
3
Appendix V
Corporate Name
Marismas PV A6 S.L.
Marismas PV A7 S.L.
Marismas PV A8 S.L.
Marismas PV A9 S.L.
Marismas PV B1 S.L.
Marismas PV B2 S.L.
Marismas PV B3 S.L.
Marismas PV B4 S.L.
Marismas PV B5 S.L.
Marismas PV B6 S.L.
Marismas PV B7 S.L.
Marismas PV B8 S.L.
Marismas PV B9 S.L.
Marismas PV C1 S.L.
Marismas PV C2 S.L.
Marismas PV C3 S.L.
Marismas PV C4 S.L.
Marismas PV C5 S.L.
Marismas PV C6 S.L.
Marismas PV C7 S.L.
Marismas PV C8 S.L.
Marismas PV C9 S.L.
Tax Address
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
189
3
Appendix V
Corporate Name
Marismas PV E1 S.L.
Marismas PV E2 S.L.
Marismas PV E3 S.L.
Sol3G
Solaben Electricidad Uno, S.A
Solaben Electricidad Cinco,S.A.
Tax Address
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Valles (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Badajoz (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Abengoa Solar
Abengoa Solar / Abengoa Solar NT
Solnova Solar Inversiones
Abengoa Solar España / Abengoa Solar
190
3
Appendix V
Corporate Name
Tax Address
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Seville (ES)
Abengoa Solar España / Abengoa Solar
Abengoa Solar PV / Abengoa Solar NT
Abengoa Solar NT / Abengoa Solar
191
3
Appendix VI
method
Interest
Corporate Name
Cost in
% of
Registered Office Thousands Nominal
of Euro
Capital
Athens (Greece)
4
Melbourne (AU)
0
(*)
Activity
Auditor
(1)
-
(*)
(3)
-
(*)
(3)
-
(5)
A
Beijing (China)
103
Sevilla (Spain)
500
99,99 Abengoa Solar
Abengoa Solar Extremadura S.A.
Sevilla (Spain)
Abengoa Solar Inc.
New York (USA)
S.A)
Sevilla (Spain)
60
Abengoa Solar New Tecnologies S.A.
Sevilla (Spain)
3.986
Mahrashtra (IN)
60
122.399
7
(5)
-
(5)
A
(3)
-
100,00 Abengoa Solar Internacional / Abengoa Solar
(*)
(1)
-
99,99 Abengoa Solar
(5)
A
Abengoa Solar PV Inc.
Sevilla (Spain)
4.684
(5)
-
Abengoa Solar PV S.A.
Sevilla (Spain)
9.060
(5)
A
(1)
-
Pretoria (South Afric
Abengoa Solar Ventures S.A.
Sevilla (Spain)
Aleduca S.L.
Madrid (Spain)
Almadén Solar S.A.
Sevilla (Spain)
Arizona Solar One
Colorado (USA)
Rome (Italy)
10
100
60
7.000
153
1
(*)
(3)
-
(5)
-
(5)
-
(1)
-
(1)
-
Aznalcóllar Solar S.A.
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
192
3
Appendix VI
method.(continued)
Interest
Cost in
% of
of Euro
Capital
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Sevilla (Spain)
3
(3)
-
Casaquemada Fotovoltaica S.L. (formerly Egeria Densam S.L)
Sevilla (Spain)
2.816
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Sevilla (Spain)
44
(3)
A
Ecija Solar Inversiones S.A (formerly Copero Solar S.A.)
Sevilla (Spain)
60
(5)
-
Sevilla (Spain)
800
(3)
A
Freener-g, LLC
Minneapolis (USA)
534
(3)
C
Delaware (USA)
Sevilla (Spain)
Corporate Name
1
60
(*)
80,00 Abengoa Solar España,S.A.
76,00 Abengoa Solar
(*)
100,00 Abengoa Solar España / Écija Solar Inversiones
Activity
Auditor
(3)
-
(1)
-
Sevilla (Spain)
60
100,00 Abengoa Solar España / Écija Solar Inversiones
(1)
-
Helio Energy Electricidad Tres S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Cuatro S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Cinco S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Seis S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Siete S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Ocho S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Nueve S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Diez S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Once S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Doce S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Trece S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Catorce S.A.
Helio Energy Electricidad Quince S.A.
Sevilla (Spain)
Sevilla (Spain)
60
60
(1)
(1)
-
Helio Energy Electricidad Dieciséis S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Diecisiete S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Dieciocho S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Diecinueve S.A.
Sevilla (Spain)
60
(1)
-
Helio Energy Electricidad Veinte S.A.
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(*)
(1)
-
Sevilla (Spain)
60
(*)
(1)
-
193
3
Appendix VI
method.(continued)
Interest
Cost in
% of
of Euro
Capital
Sevilla (Spain)
60
(*)
(1)
Sevilla (Spain)
60
(*)
(1)
-
Sevilla (Spain)
60
(*)
(1)
-
Corporate Name
(*)
Activity
Auditor
-
Sevilla (Spain)
1.497
80,00 Hypesol Energy Holding, S.L.
(*)
(1)
B
Madrid (Spain)
1.497
80,00 Hypesol Energy Holding, S.L.
(*)
(1)
B
Sevilla (Spain)
5.353
(1)
-
Insolation 1 S.R.L.
Rome (Italy)
0
(3)
-
Insolation 2 S.R.L.
Roma (taly)
0
(3)
-
Insolation 3 S.R.L.
Roma (Italy)
0
(3)
-
Palermo (Italy)
10
(3)
-
(*)
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Palermo (Italy)
10
(*)
(3)
-
Las Cabezas Fotovoltaica S.L. (formerly Orjinella S.L.)
Sevilla (Spain)
7.193
(3)
A
Sevilla (Spain)
3
Linares Fotovoltaica S.L. (formerly Stellata World S.L. )
Sevilla (Spain)
3.173
100,00 Aleduca, S.L.
(3)
-
(3)
A
Marismas PV A1 S.L. (formerly Andalucita Uno S.L)
Sevilla (Spain)
Marismas PV A2 S.L. (formerly Abelsonita Dos S.L.)
Sevilla (Spain)
7.000
100,00 Las Cabezas Fotovoltaica / Abengoa Solar PV
(3)
-
123
(3)
Marismas PV A3 S.L. (formerly Andersonita Tres S.L.)
-
Sevilla (Spain)
123
(3)
-
Marismas PV A4 S.L. (formerly Aquilarita Cuatro S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A5 S.L. (formerly Akermanita Cinco S.L. )
Sevilla (Spain)
123
(3)
-
Marismas PV A6 S.L. (formerly Alabandina Seis S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A7 S.L. (formerly Alactita Siete S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A8 S.L. (formerly Alargento Ocho S:l.)
Sevilla (Spain)
123
(3)
-
Marismas PV A9 S.L. (formerly Alforsita Nueve S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A10 S.L. (formerly Armangita Diez S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A11 S.L. (formerly Aloclasita Once S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A12 S.L. (formerly Aspidolita Doce S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A13 S.L. (formerly Alvanita Trece S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A14 S.L. (formerly Amakinita Catorce S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A15 S.L. (formerly Amicita Quince S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A16 S.L. (formerly Anandita Dieciséis S.l.)
Sevilla (Spain)
123
(3)
-
Marismas PV A17 S.L. (formerly Antarticita Diecisiete S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV A18 S.L. (formerly Avicenita Dieciocho S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B1 S.L. (formerly Barquillita Uno S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B2 S.L. (formerly Bernardita DosS.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B3 S.L. (formerly Barilita Tres S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B4 S.L. (formerly Barrerita Cuatro S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B5 S.L. (formerly Batiferrita Cinco S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B6 S.L. (formerly Batisita Seis S.L.)
Sevilla (Spain)
123
(3)
Marismas PV B7 S.L. (formerly Bememntina Siete S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B8 S.L. (formerly Benavidewsita Ocho S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B9 S.L. (formerly Benjaminita Nueve S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B10 S.L. (formerly Benleonardita Diez S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B11 S.L. (formerly Bergenita Once S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B12 S.L. (formerly Barilonita Doce S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B13 S.L. (formerly Bianchita Trece S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B14 S.L. (formerly Bermanita Catorce S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B15 S.L. (formerly Borcarita Quince S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B16 S.L. (formerly Braunita Dieciseis S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B17 S.L. (formerly Boulangerita Diecisiete S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV B18 S.L. (formerly Brucita Dieciocho S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C1 S.L. (formerly Cafetita Uno S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C2 S.L. (formerly Calcomenita Dos S.L.)
Sevilla (Spain)
123
(3)
-
194
3
Appendix VI
method.(continued)
Interest
Marismas PV C3 S.L. (formerly Calcosina Tres S.L.)
% of
Cost in
of Euro
Capital
Sevilla (Spain)
123
Marismas PV C4 S.L. (formerly Caldenorita Cuatro SL)
Sevilla (Spain)
123
Corporate Name
(*)
Activity
Auditor
(3)
-
(3)
-
Marismas PV C5 S.L. (formerly Caracolita Cinco S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C6 S.L. (formerly Catarmacaita Seis S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C7 S.L. (formerly Cerolita Siete S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C8 S.L. (formerly Choloaita Ocho S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C9 S.L. (formerly Cavoite Nueve S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C10 S.L. (formerly Chambersita Diez S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C11 S.L. (formerly Charoita Once S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C12 S.L. (formerly Chorlo Doce S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C13 S.L. (formerly Cervanita Trece S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C14 S.L. (formerly Clinoclaja Catorce S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C15 S.L. (formerly Coffinita Quince S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C16 S.L. (formerly Confrodita Dieciséis S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C17 S.L. (formerly Cordeorita Diecisieta S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV C18 S.L. (formerly Cuspidina Dieciocho S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV E1 S.L. (formerly Eclarita Uno S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV E2 S.L. (formerly Efremovita Dos S.L.)
Sevilla (Spain)
123
(3)
-
Marismas PV E3 S.L. (formerly Elpasolita Tres S.L.)
Sevilla (Spain)
123
(3)
-
Mojave Solar LLC
Berkeley (USA)
(1)
-
Sevilla (Spain)
7.378
(1)
A
Sol3G
Barcelona (Spain)
2.443
77,78 Abengoa Solar
(4)
C
Solaben Electricidad Uno
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Solaben Electricidad Cuatro
Badajoz (Spain)
60
(1)
-
Solaben Electricidad Cinco
Badajoz (Spain)
60
(1)
-
Solaben Electricidad Seis
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Badajoz (Spain)
60
(1)
-
Sevilla (Spain)
2.874
(1)
-
Sevilla (Spain)
2.874
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
100,00 Abengoa Solar / Abengoa Solar NT
(4)
-
Sevilla (Spain)
14.578
(1)
A
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
1
Sevilla (Spain)
60
Sevilla (Spain)
30.986
Sevilla (Spain)
60
Sevilla (Spain)
30.110
Sevilla (Spain)
23.266
Sevilla (Spain)
60
Sevilla (Spain)
60
Sevilla (Spain)
Sevilla (Spain)
(*)
(*)
(1)
-
(1)
A
(1)
-
(1)
A
(1)
A
(1)
-
(1)
-
60
(1)
-
60
(1)
-
195
3
Appendix VI
method.(continued)
Interest
% of
Cost in
of Euro
Capital
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(1)
-
Sevilla (Spain)
60
(5)
B
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
(3)
-
Sevilla (Spain)
60
100,00 Abengoa Solar NT /Abengoa Solar
(1)
-
Corporate Name
Activity
(1) Thermosolar Energy.
(2) Thermosolar Components
(3) Photovoltaic Energy.
(4) Photovoltaic Components.
(5) Other
(*) Companies incorporated or acquired and added to consolidation during the year
Auditor
A
B
C
Audited by other auditors.
196
(*)
(*)
Activity
Auditor
3
Appendix VII
Associated Companies included in the 2009 Consolidation Perimeter using the Participation
Method
Interest
Corporate Name
Registered
Office
Cost in
% Capital
Thousands
Construcciones Metálicas Mexicanas Comemsa, SA de CV Celaya (Mex)
2.187
50,00 Eucomsa
Cedisolar, S.A.
Evacuación Villanueva del Rey, S.L., Nudo Villanueva del
Rey, S.L., Gestión de Evacuación Villanueva del Rey, S.L.
4.992
Helioenergy Uno / Helioenergy Dos /
55,24 Helioenergy Tres
Asturias (Spain)
Sevilla (Spain)
1
Activity
(2) Thermosolar Components
(4) Photovoltaic Components.
(5) Other
(*) Companies incorporated or acquired and added to consolidation during the year
Auditor
A
B
C
Audited by other auditors.
197
(*)
Activity
Auditor
(5)
A
(*)
(4)
-
(*)
(1)
-
3
Appendix VIII
Joint Ventures included in the 2009 consolidation Perimeter using the
Proportional Integration Method
Participación
Denominación Social
Domicilio
Seville (ES)
Coste en % Sobre
Sociedad Socio en la Entidad
Miles de € Nominal
3.500
50,00 Abengoa Solar
Huadian Abengoa Solar Development (Beijing) Co. Ltd ("HASD")Beijing (China)
105
Rome (IT)
10
50,00 Abengoa Solar
Rioglass Solar 2 S.A.
Asturias (AU)
60
Asturias (ES)
500
Rioglass Solar Inc.
Delaware(USA)
Rioglass Solar S.A.
Asturias (ES)
Amsterdam
Ute Abener Hassi R'Mel Construction
Algiers (DZ)
Ute Inabensa-Eucomsa-Perú
Seville (ES)
-
450
(2) Thermosolar Components.
(3) Photovoltaic Energy
(4) Photovoltaic Components
(5) Others
(*) Companies incorporated or acquired and added to consolidation during the year.
198
30,00 Abengoa Solar New Technologies
7,50 Eucomsa
Actividad
(2)
(*)
(3)
(1)
(*)
50,00 Abengoa Solar
7.365
50
Actividad
(*)
(4)
(5)
(*)
(4)
(*)
(3)
(4)
(5)
(5)
3
Appendix IX
Companies with Electricity Operations included in the 2009 Consolidated Perimeter
Corporate Name
Registered Office Activity (*)
Comments
Atenas (GR)
1
Under construction
Melbourne (AU)
3
Under construction
Beijing (China)
3
Under construction
Mahrashtra (IN)
3
Under construction
Abengoa Solar Internacional S.A. (formerly Abengoa Solar China S.A)
Sevilla (Spain)
1
Under construction
Roma (Italy)
3
Under construction
Under construction
Pretoria (Sudáfrica)
3
Almadén Solar S.A.
Sevilla (Spain)
1
In operation
Arizona Solar One
Colorado (USA)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
In operation
Sevilla (Spain)
3
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
In operation
Sevilla (Spain)
3
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
Under construction
Under construction
Sevilla (Spain)
3
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
z Captasol Fotovoltaica 48 S.L.
Sevilla (Spain)
3
Under construction
199
3
Appendix IX
Companies with Electricity Operations included in the 2009 Consolidated Perimeter (continued)
Corporate Name
3
Sevilla (Spain)
Comments
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Casaquemada Fotovoltaica S.L. (formerly Egeria Densam S.L)
Sevilla (Spain)
3
In operation
Cedisolar, S.A.
Asturias (Spain)
4
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
In operation
Sevilla (Spain)
3
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Evacuación Villanueva del Rey, S.L., Nudo Villanueva del Rey, S.L.,
Gestión de Evacuación Villanueva del Rey S L
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
In operation
Sevilla (Spain)
Sevilla (Spain)
1
3
In operation
In operation
Under construction
Freener-g, LLC
Minneapolis (USA)
4
Victorville (USA)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Tres S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Cuatro S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Cinco S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Seis S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Siete S.A.
Sevilla (Spain)
1
Under construction
Under construction
Helio Energy Electricidad Ocho S.A.
Sevilla (Spain)
1
Helio Energy Electricidad Nueve S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Diez S.A.
Sevilla (Spain)
1
Under construction
Under construction
Helio Energy Electricidad Once S.A.
Sevilla (Spain)
1
Helio Energy Electricidad Doce S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Trece S.A.
Sevilla (Spain)
1
Under construction
200
3
Appendix IX
Corporate Name
1
Comments
Sevilla (Spain)
Under construction
Helio Energy Electricidad Quince S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Dieciséis S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Diecisiete S.A.
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Dieciocho S.A.
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Helio Energy Electricidad Veinte S.A.
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Madrid (Spain)
1
Under construction
Huadian Abengoa Solar Development (Beijing) Co. Ltd ("HASD")
Beijing (China)
3
Under construction
Insolation 1 S.R.L.
Palermo (Italy)
3
Under construction
Insolation 2 S.R.L.
Palermo (Italy)
3
Under construction
Insolation 3 S.R.L.
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Palermo (Italy)
3
Under construction
Italgest Abengoa Solar, S.r.l..
Rome (Italy)
3
Under construction
Las Cabezas Fotovoltaica S.L. (formerly Orjinella S.L.)
Sevilla (Spain)
3
In operation
Sevilla (Spain)
3
Under construction
Linares Fotovoltaica S.L. (formerly Stellata World S.L. )
Sevilla (Spain)
3
In operation
Marismas PV A1 S.L. (formerly Andalucita Uno S.L)
Sevilla (Spain)
3
In operation
Marismas PV A2 S.L. (formerly Abelsonita Dos S.L.)
Sevilla (Spain)
Marismas PV A3 S.L. (formerly Andersonita Tres S.L.)
Sevilla (Spain)
3
3
In operation
In operation
Marismas PV A4 S.L. (formerly Aquilarita Cuatro S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A5 S.L. (formerly Akermanita Cinco S.L. )
Sevilla (Spain)
3
In operation
Marismas PV A6 S.L. (formerly Alabandina Seis S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A7 S.L. (formerly Alactita Siete S.L.)
Sevilla (Spain)
3
In operation
In operation
Marismas PV A8 S.L. (formerly Alargento Ocho S:l.)
Sevilla (Spain)
3
Marismas PV A9 S.L. (formerly Alforsita Nueve S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A10 S.L. (formerly Armangita Diez S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A11 S.L. (formerly Aloclasita Once S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A12 S.L. (formerly Aspidolita Doce S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A13 S.L. (formerly Alvanita Trece S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A14 S.L. (formerly Amakinita Catorce S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A15 S.L. (formerly Amicita Quince S.L.)
Sevilla (Spain)
3
In operation
In operation
Marismas PV A16 S.L. (formerly Anandita Dieciséis S.l.)
Sevilla (Spain)
3
Marismas PV A17 S.L. (formerly Antarticita Diecisiete S.L.)
Sevilla (Spain)
3
In operation
Marismas PV A18 S.L. (formerly Avicenita Dieciocho S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B1 S.L. (formerly Barquillita Uno S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B2 S.L. (formerly Bernardita DosS.L.)
Sevilla (Spain)
3
In operation
201
3
Appendix IX
Corporate Name
Comments
Marismas PV B3 S.L. (formerly Barilita Tres S.L.)
Sevilla (Spain)
3
Marismas PV B4 S.L. (formerly Barrerita Cuatro S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B5 S.L. (formerly Batiferrita Cinco S.L.)
Sevilla (Spain)
3
In operation
In operation
Marismas PV B6 S.L. (formerly Batisita Seis S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B7 S.L. (formerly Bememntina Siete S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B8 S.L. (formerly Benavidewsita Ocho S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B9 S.L. (formerly Benjaminita Nueve S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B10 S.L. (formerly Benleonardita Diez S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B11 S.L. (formerly Bergenita Once S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B12 S.L. (formerly Barilonita Doce S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B13 S.L. (formerly Bianchita Trece S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B14 S.L. (formerly Bermanita Catorce S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B15 S.L. (formerly Borcarita Quince S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B16 S.L. (formerly Braunita Dieciseis S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B17 S.L. (formerly Boulangerita Diecisiete S.L.)
Sevilla (Spain)
3
In operation
Marismas PV B18 S.L. (formerly Brucita Dieciocho S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C1 S.L. (formerly Cafetita Uno S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C2 S.L. (formerly Calcomenita Dos S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C3 S.L. (formerly Calcosina Tres S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C4 S.L. (formerly Caldenorita Cuatro SL)
Sevilla (Spain)
3
In operation
Marismas PV C5 S.L. (formerly Caracolita Cinco S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C6 S.L. (formerly Catarmacaita Seis S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C7 S.L. (formerly Cerolita Siete S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C8 S.L. (formerly Choloaita Ocho S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C9 S.L. (formerly Cavoite Nueve S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C10 S.L. (formerly Chambersita Diez S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C11 S.L. (formerly Charoita Once S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C12 S.L. (formerly Chorlo Doce S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C13 S.L. (formerly Cervanita Trece S.L.)
Sevilla (Spain)
3
In operation
In operation
Marismas PV C14 S.L. (formerly Clinoclaja Catorce S.L.)
Sevilla (Spain)
3
Marismas PV C15 S.L. (formerly Coffinita Quince S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C16 S.L. (formerly Confrodita Dieciséis S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C17 S.L. (formerly Cordeorita Diecisieta S.L.)
Sevilla (Spain)
3
In operation
Marismas PV C18 S.L. (formerly Cuspidina Dieciocho S.L.)
Sevilla (Spain)
3
In operation
Marismas PV E1 S.L. (formerly Eclarita Uno S.L.)
Sevilla (Spain)
3
In operation
Marismas PV E2 S.L. (formerly Efremovita Dos S.L.)
Sevilla (Spain)
3
In operation
Marismas PV E3 S.L. (formerly Elpasolita Tres S.L.)
Sevilla (Spain)
3
In operation
Mojave Solar LLC
Berkeley (USA)
1
Under construction
In operation
Rioglass Solar 2
Asturias (Spain)
2
Rioglass Solar, S.A
Asturias (Spain)
2
In operation
Sevilla (Spain)
1
In operation
Sol3G
Barcelona (Spain)
4
In operation
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
202
3
Appendix IX
Corporate Name
Comments
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Solar de Receptores de Andalucía, S.A.
Sevilla (Spain)
4
In operation
Sevilla (Spain)
1
In operation
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
1
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Sevilla (Spain)
3
Under construction
Amsterdam (Hol)
3
Under construction
Activity
(1)Thermosolar Energy
(2)Thermosolar Components.
(4)Photovoltaic Components.
203
3
Appendix X
Companies Taxed under the Special Regime for Company Groups at 31.12.2009
Abengoa Tax Group 02/97
Corporate Name
Abengoa Solar Extremadura, S.A.
Abengoa Solar Internacional S.A. (antes Abengoa Solar China S.A)
Abengoa Solar New Tecnologies SA
Abengoa Solar PV, S.A.
Abengoa Solar S.A
Abengoa Solar Ventures S.A
Aleduca, S.L
Tax Address
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Madrid (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Abengoa Solar
Abengoa Solar España / Abengoa Solar New Technologies
Abengoa Solar
Abengoa Solar
Abengoa / Abengoa Solar España
Abengoa Solar
Abengoa Solar PV
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Abengoa
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
PV
/ Linares Fotovoltaica
204
3
Appendix X
Corporate Name
Casaquemada Fotovoltaica S.L. (antes Egeria Densam S.L)
Ecija Solar Inversiones S.A (antes Copero Solar S.A.)
Eucomsa, Europea Const. Metálicas, S.A.
Helio Energy Electricidad Uno, S.A.
Helio Energy Electricidad Dos, S.A.
Helio Energy Electricidad Tres, S.A.
Helio Energy Electricidad Cuatro, S.A.
Helio Energy Electricidad Cinco, S.A.
Helio Energy Electricidad Seis, S.A.
Helio Energy Electricidad Siete, S.A.
Helio Energy Electricidad Ocho, S.A.
Helio Energy Electricidad Nueve, S.A.
Helio Energy Electricidad DIez, S.A.
Helio Energy Electricidad Once, S.A.
Helio Energy Electricidad Doce, S.A.
Helio Energy Electricidad Trece, S.A.
Helio Energy Electricidad Quince, S.A.
Helio Energy Electricidad Dieciseis, S.A.
Helio Energy Electricidad Diecisiete, S.A.
Helio Energy Electricidad Dieciocho, S.A.
Helio Energy Electricidad Veinte, S.A.
Helioenergy Electricidad Veintiuno, S.A
Helioenergy Electricidad Veintidos, S.A
Helioenergy Electricidad Veintitres, S.A
Helioenergy Electricidad Veinticuatro, S.A
Helioenergy Electricidad Veinticinco, S.A
Las Cabezas Fotovoltaica S.L. (antes Orjinella S.L.)
Las Cabezas PV S.L.
Linares Fotovoltaica S.L. (antes Stellata World S.L. )
Marismas PV A1 S.L. (antes Andalucita Uno S.L)
Marismas PV A2 S.L. (antes Abelsonita Dos S.L.)
Marismas PV A3 S.L. (antes Andersonita Tres S.L.)
Marismas PV A4 S.L. (antes Aquilarita Cuatro S.L.)
Marismas PV A5 S.L. (antes Akermanita Cinco S.L. )
Marismas PV A6 S.L. (antes Alabandina Seis S.L.)
Marismas PV A7 S.L. (antes Alactita Siete S.L.)
Marismas PV A8 S.L. (antes Alargento Ocho S:l.)
Marismas PV A9 S.L. (antes Alforsita Nueve S.L.)
Marismas PV A10 S.L. (antes Armangita Diez S.L.)
Marismas PV A11 S.L. (antes Aloclasita Once S.L.)
Marismas PV A12 S.L. (antes Aspidolita Doce S.L.)
Marismas PV A13 S.L. (antes Alvanita Trece S.L.)
Marismas PV A14 S.L. (antes Amakinita Catorce S.L.)
Marismas PV A15 S.L. (antes Amicita Quince S.L.)
Marismas PV A16 S.L. (antes Anandita Dieciséis S.l.)
Tax Address
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
Abengoa Solar
Abengoa Solar España / Écija Solar Inversiones
Abengoa Solar España / Écija Solar Inversiones
Aleduca S.L.
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Appendix X
Corporate Name
Marismas PV A17 S.L. (antes Antarticita Diecisiete S.L.)
Marismas PV A18 S.L. (antes Avicenita Dieciocho S.L.)
Marismas PV B1 S.L. (antes Barquillita Uno S.L.)
Marismas PV B2 S.L. (antes Bernardita DosS.L.)
Marismas PV B3 S.L. (antes Barilita Tres S.L.)
Marismas PV B4 S.L. (antes Barrerita Cuatro S.L.)
Marismas PV B5 S.L. (antes Batiferrita Cinco S.L.)
Marismas PV B6 S.L. (antes Batisita Seis S.L.)
Marismas PV B7 S.L. (antes Bememntina Siete S.L.)
Marismas PV B8 S.L. (antes Benavidewsita Ocho S.L.)
Marismas PV B9 S.L. (antes Benjaminita Nueve S.L.)
Marismas PV B10 S.L. (antes Benleonardita Diez S.L.)
Marismas PV B11 S.L. (antes Bergenita Once S.L.)
Marismas PV B12 S.L. (antes Barilonita Doce S.L.)
Marismas PV B13 S.L. (antes Bianchita Trece S.L.)
Marismas PV B14 S.L. (antes Bermanita Catorce S.L.)
Marismas PV B15 S.L. (antes Borcarita Quince S.L.)
Marismas PV B16 S.L. (antes Braunita Dieciseis S.L.)
Marismas PV B17 S.L. (antes Boulangerita Diecisiete S.L.)
Marismas PV B18 S.L. (antes Brucita Dieciocho S.L.)
Marismas PV C1 S.L. (antes Cafetita Uno S.L.)
Marismas PV C2 S.L. (antes Calcomenita Dos S.L.)
Marismas PV C3 S.L. (antes Calcosina Tres S.L.)
Marismas PV C4 S.L. (antes Caldenorita Cuatro SL)
Marismas PV C5 S.L. (antes Caracolita Cinco S.L.)
Marismas PV C6 S.L. (antes Catarmacaita Seis S.L.)
Marismas PV C7 S.L. (antes Cerolita Siete S.L.)
Marismas PV C8 S.L. (antes Choloaita Ocho S.L.)
Marismas PV C9 S.L. (antes Cavoite Nueve S.L.)
Marismas PV C10 S.L. (antes Chambersita Diez S.L.)
Marismas PV C11 S.L. (antes Charoita Once S.L.)
Marismas PV C12 S.L. (antes Chorlo Doce S.L.)
Marismas PV C13 S.L. (antes Cervanita Trece S.L.)
Marismas PV C14 S.L. (antes Clinoclaja Catorce S.L.)
Marismas PV C15 S.L. (antes Coffinita Quince S.L.)
Marismas PV C16 S.L. (antes Confrodita Dieciséis S.L.)
Marismas PV C17 S.L. (antes Cordeorita Diecisieta S.L.)
Marismas PV C18 S.L. (antes Cuspidina Dieciocho S.L.)
Marismas PV E1 S.L. (antes Eclarita Uno S.L.)
Marismas PV E2 S.L. (antes Efremovita Dos S.L.)
Marismas PV E3 S.L. (antes Elpasolita Tres S.L.)
Sanlucar Solar, S.A.
Sol3G
Solaben Electricidad Siete, S.A.
Solaben Electricidad Ocho, S.A.
Solaben Electricidad Nueve, S.A.
Solaben Electricidad Diez, S.A.
Solaben Electricidad Once, S.A.
Solaben Electricidad Doce, S.A.
Solaben Electricidad Trece, S.A
Solaben Electricidad Catorce, S.A
Solaben Electricidad Quince, S.A
Solaben Electricidad Dieciseis S.A
Solaben Electricidad Diecisiete, S.A
Solaben Electricidad Dieciocho, S.A
Solaben Electricidad Diecinueve, S.A
Solaben Electricidad Veinte, S.A
Solacor Electricidad Tres, S.A.
Solar de Receptores de Andalucía, S.A.
Solargate Electricidad Uno , S.A.
Solargate Electricidad Dos , S.A.
Tax Address
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Barcelona (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Badajoz (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Sevilla (Spain)
Abengoa Solar
Abengoa Solar / Abengoa Solar NT
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Appendix X
Corporate Name
Solargate Electricidad Tres , S.A.
Solargate Electricidad Cuatro , S.A.
Solargate Electricidad Cinco , S.A.
Solargate Electricidad Seis , S.A.
Solargate Electricidad Siete , S.A.
Solargate Electricidad Ocho, S.A.
Solargate Electricidad Nueve , S.A.
Solargate Electricidad Diez , S.A.
Solargate Electricidad Once , S.A.
Solargate Electricidad Doce , S.A.
Solnova Electricidad Dos, S.A.
Solnova Electricidad Tres, S.A.
Solnova Electricidad Cinco, S.A.
Solnova Electricidad Séis , S.A.
Solnova Electricidad Siete , S.A.
Solnova Electricidad Ocho , S.A.
Solnova Electricidad Nueve , S.A.
Solnova Electricidad Diez , S.A.
Solnova Electricidad Once, S.A.
Solnova Electricidad Doce, S.A.
Solnova Solar Inversiones, S.A
Solúcar Andalucía FV1, S.A
Solúcar Andalucía FV2, S.A
Solúcar Castilla FV1, S.A
Solúcar Castilla FV2, S.A
Solúcar Extremadura FV1, S.A
Solúcar Extremadura FV2, S.A
Tax Address
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
Sevilla
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
(Spain)
Abengoa Solas España
Abengoa Solar NT / Abengoa Solar
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3. Management Report
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Consolidated Management Report for the year 2010
1.-
Organisational structure and activities
Abengoa Solar, S.A. is the parent of a group of companies, which, at the 2010 year end, included
the following:
•
The parent company itself
•
293 subsidiaries
•
7 associated companies and 10 joint ventures; likewise, Group companies participate in 3
temporary joint ventures (UTEs).
Apart from the above legal composition of the company group, Abengoa acts through the
organisational structure described below for management and operating management purposes.
Abengoa Solar develops and applies technologies for producing electricity using the sun, constructing
and operating generation plants and installations with thermosolar and photovoltaic technologies.
2.-
Strategy
In spite of the economic context, the year 2010 meant the consolidation of the solar power generation
market worldwide, due to the attainment of numerous projects in existing markets and the appearance
of new opportunities in emerging markets.
The changes in the energy sector in general have led to a considerable increase in competition between
the different sources of renewable energy, increasing the pressure that existed between the different
technologies. In this respect, thermosolar energy maintains a competitive position due to value-addeds
such as manageability, scalability or the multiple technological options that reinforce its strategic
position.
In spite of the financial uncertainty that exists and the limitations of the debt markets, the sector’s
development has been reinforced by governmental support, as in the case of Spain, with the
confirmation of the current regulatory framework in December, which allowed the existing uncertainties
to be eliminated, the assignment of federal credit guarantees on the part of the United States
Administration, or the publication of stable and attractive regulatory frameworks in new markets.
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The principal consolidated figures in the years 2010 and 2009 were as follows:
Solar (millions of
€)
2009
2010
Sales
Ebitda (*)
Ebitda/ Sales
Var (%)
168.1
115.9
45.0%
70.2
21.6
225.0%
41.8%
18.6%
(*) Ebitda calculated as operating profit/(loss) plus Amortization, depreciation and impairment.
In the sales evolution for year 2010, we can see the growth in our business resulting from energy sales,
which reached the amount of 58.0 million euros, coming from the 193 MW that we have in operation
with both thermosolar and photovoltaic technology (we highlight the fact that 150 MW came into
operation during the year), in addition to the sales of technology components, the transfer of knowhow to third parties and solar promotions, all of which totalled 110.1 million euros.
We have strengthened our strategic position in the industry and, at the end of the 2010 reporting
period, had a total of 3,448 MW on our portfolio, including 193 MW in operation, with both tower and
parabolic-cylinder technology, 930 MW under construction, and 2,325 MW in the promotion phase.
At product level, Management identifies Energy and Technology as the Group’s principal lines of
action:
a) Energy refers to the management, operation, maintenance and exploitation of thermosolar and
photovoltaic plants and installations
In this segment, Abengoa Solar obtains revenue from the sale of energy in the market and
carrying out tasks of operation, maintenance and exploitation.
b) Technology includes both our new plant promotion activity and the sale of technology and
components.
During the promotion phase, we seek sites for the solar plants and installations and manage the
obtaining of the permits and technical studies necessary for constructing the plant and putting it
into operation as well as the financing. We receive fees for all of the foregoing.
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Regarding technology, we receive revenue for the transfer of technology know-how and the sale of
key components for the solar plants that are strategic for us.
If we analyse our business according to the three-horizon scheme, we see that:
H3
H2
H1
•
Constructing and bringing into
•
operation plants in Spain,
Operating TS plants on the
Solúcar platform and PV plants
193 MW in
operation
‐
USA, North Africa and the Middle East
•
Promoting new solar plants in Spain, USA
and internationally
•
Developing new solar electricity-generating
technologies
•
Developing more efficient components
Selling solar technology
930 MW under
construction
More than 2.000 MW
under promotion
At Abengoa Solar, our Horizon 1 businesses concentrate on running the plants in operation in the
south of Spain (thermosolar and photovoltaic) efficiently.
‐
In the Horizon 2 businesses (profitable growth over forthcoming years), our objective is to invest
and grow profitably. We are among the world leaders in size, capacities and technology, which
allows us to continue growing, even in an economic environment like the one that is expected. In
this respect, our priorities are:
‐
1.
To construct and bring into operation, gradually until 2013, the 10 pending plants for a
total of 500 MW that are included in the Register created by the Ministry of Industry,
Tourism and Trade under RD 6/2009 of 30 April, as well as the USA plant, Solana, the
construction of which began in the last month of the year.
2.
To continue with our efforts to promote projects in Spain and the rest of the world,
especially the United States, north Africa and the Middle East.
3.
To manufacture and supply certain, more efficient, key technology elements.
In the Horizon 3 businesses (future growth generators), we are getting ready for the efficient and
“storable” solar energy of the future and, to do this, we are betting on R&D&I investment. We
firmly believe that the creation of value in the long term will depend, in our market, on the success
of R&D&I and, therefore, we will use the time available to prepare our next generation of new
technologies.
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Additionally, in 2010, our number of employees increased by an average of almost 60 professionals.
This increase was mainly due to the increase in activities and expansion of the company’s project
portfolio in a number of countries. Furthermore, we carried out almost thirty-three thousand hours of
training and developed a scholarship programme with participants in collaboration with universities and
educational institutions.
We manage our greenhouse gas emissions, anticipating the entry into force of more stringent
regulations, in the geographical markets where we operate, which will encourage technologies and
business models that give rise to less pollution.
From Abengoa Solar, in 2010 we continued to bet on smooth communication with all the interest
groups and the new communication channels as part of our commitment to transparency and proper
management. To do this, we have internal control systems that help the company’s activities and
processes to be carried on effectively, efficiently and transparently.
Any procedure intended to identify and eliminate business risks is put into operation through this
system, which represents a common culture in the business management of Abengoa Solar.
Compliance with the Common Management Systems is mandatory for the whole organisation and,
therefore, they are known to all its members. Furthermore, they are continually being updated.
The model developed in the Sarbanes Oxley Act, which establishes greater control procedures for
financial information, completes the Common Management Systems, the main objective of which is the
control and mitigation of business risks.
Following the doctrine of the Institute of Internal Auditors and its Spanish chapter, the Instituto de
Auditores Internos, the ultimate purpose of this structure is to endow ourselves with an additional line
of “control” information, running parallel to the usual hierarchical line, with criteria of clearness and
transparency, and to safeguard the confidential information involved.
3.-
Business Trends
3.1.
Recent Trends
3.1.1. Assets in operation
Spain
At Abengoa Solar, we currently have ten plants in operation, all of which are in Spain, representing a
total of 193 MW of installed power. The five thermosolar plants represent 181 MW, while the
remaining five plants, with photovoltaic technology, account for the other 11.7 MW.
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We set forth below details of each one of the plants that the Company has in operation, to which the
regime established in RD 661/2007 is applied (see Note 2.26).
PS10 plant (11MW)
The thermosolar plant PS10 of Abengoa Solar, located on the Solúcar Platform, came into operation in
March 2007. The plant, with 11 MW of installed power, consists of a solar field with 624 heliostats of
120 m2 each, which concentrate the solar radiation on to the receiver located at the top of a 115m
high tower, in order to produce steam and operate a turbine connected to the electricity generator that
is connected to the grid. The plant has a storage system of almost one hour, which allows occasional
cloudy periods to be managed without having to stop the plant and then start it again. This is the first
plant in the world to include a storage system.
The plant generates energy equivalent to the needs of 5,500 homes and saves 6,700 tonnes of CO2 per
year.
Since it came into operation in 2007 to date, it has attained the expected results. Since that time, PS10
has served to test the viability of the tower concept and as a learning and improvement tool for future
plants with this technology.
PS20 plant (20MW)
The thermosolar plant PS20 was the second plant with this technology to be put into operation by
Abengoa Solar on the Solúcar Platform. Commencing its activity in February 2009, it benefits from the
experience accumulated by Abengoa Solar in the construction and operation of the PS10, which
allowed it to include several improvements in the design and operation of the plant, leading to greater
efficiency and less self-consumption during the almost two years it has been in operation. Among these
improvements, we can highlight a more efficient receiver and a number of improvements in the control
and operation system and the thermal energy storage system.
The plant has installed power of 20 MW, composed of 1,255 heliostats of 120m2, which concentrate
the solar radiation on to the receiver located at the top of a 165m-high tower, in order to produce
steam and operate a turbine connected to the electricity generator that is connected to the grid.
It generates energy equivalent to the needs of 10,000 homes and saves 12.100 tonnes of CO2 per year.
Solnova, Solnova 3 and Solnova 4 plants (150MW)
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In 2010, Abengoa Solar began to operate the first three plants with parabolic cylinder collectors on the
Solúcar Platform (Seville): Solnova, Solnova 3 and Solnova 4, with 50MW each. With the coming into
operation of these plants, we now have plants in operation with the two commercial thermosolar
technologies.
The technology consists of concentrating the solar radiation using high-precision curved mirrors on to a
heat-absorbing tube inside which a fluid that reaches high temperatures is circulating. This fluid allows
steam to be produced, which is sent to a turbogenerator, where it expands in order to produce energy.
Each plant consists of 54,000m2 of collectors distributed over 120 hectares, which allows energy to
supply 26,000 homes to be produced and saves the emission of approximately 31,000 tonnes of CO2.
A collector has 6m2 of aperture and almost 150m2 of surface.
Sevilla PV plant (1.2 MW)
It is the first commercial plant with low-concentration photovoltaic technology in the world. With
nominal power of 1.2 MW, it stands on the Solúcar Platform, in Sanlúcar La Mayor.
Sevilla PV has 154 trackers that occupy an area of 12 hectares.
This plant is able to generate sufficient energy to supply around 650 homes, avoiding the emission of
more than 1,800 tonnes of CO2 per year.
Copero PV plant (1MW)
This is a series of ten photovoltaic installations with total nominal power of 1 MW, constructed within
the boundaries of the Wastewater Purifying Station (EDAR) that Empresa Metropolitana de
Abastecimiento y Saneamiento de Aguas de Sevilla, S.A (hereinafter, “Emasesa”) has in El Copero, in
the municipal area of Dos Hermanas (Seville). 50% of these plants belongs to the company.
Las Cabezas PV (5.2MW)
Photovoltaic plant with 5.2 MW of power and single-axis trackers, standing in an area with high
radiation in the province of Seville.
Casaquemada PV (1.9MW)
Plant with 1.9 MW of nominal power and photovoltaic double-axis tracking technology, standing on the
Solúcar Platform. It includes 19 high-concentration installations of 100 kW each, constructed with
leading edge technology.
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Linares PV (1.9MW)
Photovoltaic plant with 1.9 MW of nominal power and double-axis trackers, located in Jaén. It includes
19 high-concentration installations of 100 kW each, constructed with leading edge technology.
3.1.2 Industrial installations
Abengoa Solar carries out the promotion, design and construction of personalised installations of all
sizes.
Industrial solar installations use parabolic-cylinder technology to produce thermal energy (heat and
steam) for industrial processes. The main advantages of this technology are its adaptation to
different needs, its swift implementation and the contribution to the reduction of CO2 emissions,
since one of the principal sources that produce this gas is industries.
Three industrial solar installation projects put into operation by Abengoa Solar in 2010 can be
highlighted:
•
The solar thermal installation integrated into a coal electricity plant belonging to Xcel Energy
(Colorado). This project, which began its operations at the beginning of 2010, increase the
plant’s thermal efficiency, while reducing CO2 emissions due to the decrease in the consumption
of coal.
•
A new industrial solar system was installed at the Correctional Institution of Englewood,
Colorado. The installation has an integrated storage tank that allows the supply of hot water
during the whole day. The system supplies 50% of the hot water consumed by the building.
•
Also in 2010, the industrial solar air-conditioning installation of the Palmas Altas building came
into operation, allowing the electricity needs of the Palmas Altas complex, where Abengoa has
its offices, to be minimised.
3.1.3. Assets under construction
In 2010, Abengoa Solar began the construction of most of the plants that were entered in the
Spanish Ministry of Industry’s Pre-assignation Register in 2009. Each of this plants will produce
electricity equivalent to the supply of 26,000 homes and reduce the emission of more than 31,000
tonnes of CO2 per year.
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Furthermore, construction activities of Solana in the United States and Shams in Abu Dhabi
commenced.
Spain
Écija Solar Platform (Helioenergy Plants 1 and 2 -100 MW-)
Helioenergy Plants 1 and 2 stand in the municipal area of Écija (Seville). They are parabolic-cylinder
technology plants of 50 MW each. To construct and operate these two plants, the company
incorporated a joint venture at 50% with E.ON Climate and Renewables.
The construction work is progressing satisfactorily and both plants are planned to come into operation
during 2011. Currently, the main work at both of them is concentrating on installing mirrors in the solar
field.
Extremadura Platform (Solaben 2 and Solaben 3 Plants -100MW-).
Two of the four thermosolar plants of 50 MW each that comprise the Extremadura Solar Platform are in
the construction phase. A collaboration agreement with Itochu has been signed for the construction
and operation of these two plants.
The construction of both plants is progressing satisfactorily as planned.
El Carpio Platform (Solacor 1 and Solacor 2 Plants -100 MW-)
To construct and operate the two 50 MW parabolic-cylinder technology plants, Abengoa Solar
entered into an alliance with JGC Corporation, where Abengoa Solar holds an interest of 74%.
Non-recourse financing has now been obtained.
The construction of these two plants, which began in summer 2010, continues to progress
satisfactorily. Currently, the work is concentrating on the foundations of the solar field.
Castilla-La Mancha Platform (Helios I and Helios II -100 MW-)
Abengoa Solar is constructing two thermosolar solar plants in the province of Ciudad Real (CastillaLa Mancha). They use parabolic-cylinder technology and are of 50 MW each.
The initial construction phase has concluded successfully and work on the foundations of the power
island of the two plants is very well advanced.
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International
Solana
Solana, located 70 km to the south-east of Phoenix, Arizona, is one of the largest thermosolar plants
under construction in the word and has 280 MW gross (250 MW net) of leading-edge paraboliccylinder technology. Solana will produce sufficient energy to supply 70,000 American homes,
avoiding the emission of 475,000 tonnes of CO2 per year. This energy will be sold to APS, the
largest electricity company in the State of Arizona, under a 25-year electricity purchase agreement.
Solana will include six hours of storage using molten salt technology, which will allow energy to be
supplied during cloudy intervals and after sunset. With these storage capacities, Solana will be able
to generate electricity to meet the peak in the demand last thing in the evening in summer.
Abengoa Solar has received a federal guarantee for a value of 1,450 billion dollars from the United
States government, which has helped it to conclude the financing and commence construction.
Currently, earth is being moved and the foundations of the assembly building are in progress.
The construction and operation of Solana will bring huge benefits, among which the creation of
1,600-1,700 jobs during the construction phase and 85 permanent jobs to operate the plant may be
highlighted.
Hybrid combined-cycle solar plant in Algeria (150 MW)
The first hybrid parabolic-cylinder and combined-cycle plant in the world in Hassi- R´mel (Algeria). The
plant will have 150 MW of installed power, 20 MW of which will come from a solar field that will have
more than 180,000 m2 of useful reflective surface. This plant belongs to a related company in the
Engineering and Industrial Construction business group.
The plant is in the final phase of construction and is expected to come into operation during 2011.
The Engineering and Industrial Construction business group, Abengoa Solar and Neal (New Energy
Algerie) are collaborating on this project.
Abu Dhabi Solar Plant (100 MW)
The Shams-1 plant, which began construction in mid-2010, stands on 300 hectares in the Abu Dhabi
desert and will have power of 100 MW, thanks to its 600,000 m2 of parabolic-cylinder collectors.
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The project originates with a consortium formed by Abengoa Solar, Total Energie Solaire Concentreé
and Masdar, which entered into association to develop and operate the largest solar plant in the Middle
East. This first Middle Eastern solar energy project, awarded in an international call for tenders,
represents one of the Abu Dhabi government’s first steps to introduce renewable energies in a region
that, today, still shows great dependence on hydrocarbons. For Abengoa Solar, it represents a strategic
milestone, given the great development potential of the whole Middle Eastern region.
Shams-1 has the most advanced leading-edge parabolic-cylinder technology. In this respect, we can
highlight, among other innovations, the plant’s dry cooling system and the existence of an auxiliary
heating boiler. The dry cooling system reduces the plant’s water consumption considerably, while the
auxiliary boiler, which allows the temperature of the water steam to be increased at the turbine
entrance, increases the efficiency of the cycle considerably. These two new features place Shams-1 in
the vanguard of parabolic-cylinder technology.
Construction work is progressing satisfactorily and the plant is planned to come into operation in
summer 2012.
3.1.4 Assets under promotion
Abengoa Solar has an important portfolio of future projects of almost 4 GW at an advanced stage of
the promotion phase.
Abengoa Solar has a team of more than 100 people, located in Spain, the United States and the rest
of the markets in which it operates, engaged in promotion. Over recent years, Abengoa Solar has
made a great effort in the promotion of solar plants. As a result, it has an extensive portfolio in
different phases of promotion with both thermosolar and photovoltaic technology.
Spain
Abengoa Solar has more than 1300 MW in thermosolar plants prioritised by the different
autonomous regions. Most of these plants will be constructed when there is a new regulatory
framework, from 2014 onwards.
United States
Abengoa Solar has a specialised team that has been carrying on promotion activities since 2006
and that has allowed the Group to have two large projects in Arizona and California with signed
supply contracts. Abengoa Solar currently has other projects in the promotion phase in several
States, with both thermosolar and photovoltaic technology.
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Other countries
Outside Spain and the United States, Abengoa Solar has teams able to offer the best solution to
meet any need in the markets considered most attractive due to the existence of high solar
radiation and a certain regulatory framework. At present, Abengoa Solar has several projects at
various stage of the promotion phase with both thermosolar and photovoltaic technology.
3.1.5 The evolution of the key figures in the Statement of Financial Position and Income Statement in
the last two years, in millions of euros, was as follows:
Item
Δ%
2009
Total equity
28.1
980.7%
2.6
Total assets
2,744.1
74.0%
1,577.3
Item
Sales
Gross Flows (1)
Profit attrib. parent
company
(1)
2010
2010
Δ%
2009
168.1
45.0%
115.9
97.6
33.5%
73.1
(10.9)
(81.8%)
(60.2)
Profit before interest, taxes, Amortization and depreciation and provisions, adjusted by the flows on the work carried out on
own fixed assets.
3.1.6 Highlights of the Statement of Financial Position:
Towards the end of 2010, we signed the extension of the loan signed on 28 December, 209
for one hundred and ten million euros (110,000,000 euros), obligatorily convertible into
shares of Abengoa Solar upon maturity, which will take place on 31 December 2011, unless
expressly agreed otherwise between the parties. This provoked a decrease of the equity
component of this instrument and an increase in its liability component.
Even so, in spite of need to enter into new interest rate derivatives, the valuation of which is
reflected in the equity for the year, the entry of new partners who contributed capital in
some of the plants and the reversal of part of the impairment provisions for our projects in
the United States meant that equity increased in 2010 by 25.5 million euros in comparison
with 2009.
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Our total assets grew by 74%, totalling 2,744 million euros, where the weight of Fixed
Assets in Projects (1,605 million euros) may be highlighted and we can observe the
investment effort made in the first few years of operating and bringing into operation plants
that guarantee future cash generation.
Investments in plants were made by Project Finance, a financing formula arranged with
financial institutions so that the latter recover the credit through the funds generated by the
operation of the projects themselves, with no further security. There is, therefore, no
recourse to the shareholders in this type of financing.
The balancing item of these investments is shown in the liabilities in the Statement of
Financial Position under the heading Project Finance structure, which, at the 2010 year end,
represented 1,192.8 million euros under the non-current heading and 140.5 million euros
under the current heading, in comparison with 821.4 million euros and 64.2 million euros,
respectively, in 2009.
Consolidated sales at 31 December, 2010 were 168.1 million euros, an increase of 45% on
the preceding year. This increase was due mainly to:
The sale of solar energy for an amount of 58.0 million euros, which came from the 193 MW
in operation.
The sale of technology components, the transfer of know-how to third parties and solar
promotions, for 110.1 million euros. In this section, we highlight solar plant components and
industrial heat-generating systems with various applications, such as air conditioning, water
or industrial processes.
The Gross Cash Flows from Operating Activities (earnings before interest, taxes, Amortization,
depreciation and provisions, adjusted by the flows from the work carried out on own fixed
assets) was 97.6 million euros, 33.5% up on 2009. In euros, the contribution rose by 24.5
million euros.
Since 2007, Abengoa Solar has invested 147.5 million euros in R&D, which includes projects in
Europe and the United States in collaboration with institutions and universities that are leaders
in solar energy. The impact on the 2010 Income Statement was 8.8 million euros.
Furthermore, during the year 2010, some of the impairment recognized on certain Property,
Plant and Equipment, especially in the United States on the Solana project, was reversed.
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Even so, the recognition of impairment of certain Group assets represented an expense of
21.0 million euros in the Income Statement, as a result of the assessment carried out on the
existence of indications of impairment of said assets due to probable external factors that
had either taken place or would take place in the near future in relation to the legal,
economic, technical and/or market environment in which the Group operates or the market
in which the assets are located.
In relation to the preceding paragraph, the most significant amount to be highlighted is the
impairment of land and constructions acquired in the United States for developing projects in
the promotion phase for an amount of 11.9 million euros, together with the impairment
caused by a number of photovoltaic technology components capitalised at 31 December,
2010 (7.2 million euros). Nevertheless, the indications of impairment of certain assets have
disappeared due, primarily, to the conclusion of the financing for Solana. This has allowed an
amount of 20.6 thousand euros to be reversed.
The financial loss improved from -43.3 million euros in 2009 to -33.1 million euros in 2010,
primarily as a result of the reversal of the impairment of financial credits and the positive effect
on the Income Statement of the measurement of derivatives, with the effect of the time value
of call option purchases on profit and loss, as stated in IAS 39 (see Note 11 to the 2010
Consolidated Financial Statements of Abengoa Solar).
The loss before tax attributable to the parent company is -10.8 million euros, in comparison
with the -60.9 million euros of 2009.
3.1.7
The comparative situation in respect of the average number of employees is as follows:
Average Number of
2010
%
2009
%
Spain
353
78.9%
310
79.9%
Abroad
94
21.0%
78
20.1%
Total
447
100.0%
388
100.0%
Employees
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4.-
Information on the Forecast Evolution of the Group
-
In Spain, at first, we are continuing with the construction of 400 MW in thermosolar plants and,
during 2011, will commence the remaining 100 MW, until the 650 MW included in the PreAssignation Register published in the year 2009 are completed. Secondly, in the twelve months
of 2010, we brought 150 MW into operation on our Solúcar Platform, thus reaching a total, for
thermosolar, of 181 MW in operation, which, combined with the photovoltaic energy of 11.7
MW, make up our installed capacity.
-
In the United States, close to 3,785 billion dollars have been furnished in federal credit
guarantees, 1,450 billion dollars of which were granted to Abengoa Solar for the Solana project,
thus providing definitive support to the plant’s financing.
-
Continuing with our activity abroad, in June 2010, we began the construction in Abu Dhabi of
what will be the largest plant in the Middle East in operation in 2012. Shams 1, as it is called, will
have an installed capacity of 100MW and is the result of our strategic alliance with Total Energie
Solaire Concentrée and ADFEC. In addition, new opportunities have arisen in markets in north
Africa and the Middle East, for example in the United Arab Emirates and Morocco.
-
With the foregoing, Abengoa Solar has reinforced its strategic position in the industry, holding a
total of 3,448 MW on its portfolio, including: 193 MW in operation, with both tower and
parabolic-cylinder technology, 930 MW under construction and 2,235 MW in the promotion
phase.
-
The changes in the energy sector in general have led to a considerable increase in competition
between the different sources of renewable energy, increasing the pressure that existed between
the different technologies. In this respect, thermosolar energy maintains a competitive position due
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to added values such as manageability, scalability or the multiple technological options that
reinforce its strategic position.
-
In spite of the financial uncertainty that exists and the limitations of the debt markets, the sector’s
development has been reinforced by governmental support, as in the case of Spain, with the
confirmation of the current regulatory framework in December, which allowed the existing
uncertainties to be eliminated, the assignment of federal credit guarantees on the part of the United
States Administration, or the publication of stable and attractive regulatory frameworks in new
markets.
-
At Abengoa Solar, we are experiencing a high growth rate in Spain due to the 13 projects
included in the current Pre-assignation Register, which will benefit from the economic regime
established in RD 661/2007.
-
We began activities in the United States in 2006 and have a project with a gross installed
capacity of 280 MW under construction (Solana) and a second project in the promotion phase
(Mojave).
-
Since 2009, we have been participating in "Desertec Industrial Iniciative", a European project to
construct thermosolar and other renewable energy plants in north Africa and the Middle East,
which could cover 15% of the energy demand of Europe and a substantial part of the electricity
of north Africa and the Middle East by 2050.
-
From 2015 onwards, practically all our investment plan will be converted into profits, once that
all the assets that are currently under construction come into operation. Our objective for that
time is to reach an EBITDA of 412 million euros.
This geographic diversification of the business gives us significant competitive advantages, such as
less dependence on one specific regulatory environment, thus helping us to achieve greater stability
in the business and less exposure to one specific market and its economic context.
Likewise, we carry on our activities in a market showing high growth all over the world and with
prospects of maintaining that trend, due to the global need for energy solutions that combat climate
change, the need de reduce countries’ energy dependence and the increase in cost and price
volatility of fossil fuels.
In addition, from the start, Abengoa Solar has positioned itself throughout the different stages of the
value chain of the thermosolar business. This vertical integration allows us to attain synergies
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between the activities of energy sales, promotion and development of new technologies, such as the
design of optimal solutions, the control of key components and the supply thereof and the increase
in cost competitiveness.
Lastly, the experience accumulated in internationalisation processes has allowed us to adapt to
different geographies with varying types of regulations. This knowledge has been necessary and
useful in expanding into new markets with thermosolar or photovoltaic energy potential, facilitating
a swifter adaptation than that of the competition.
5.-
Financial Risk Management
The activities we carry on are exposed to a number of risks.
Abengoa Solar’s Risk Management model attempts to minimise any potential adverse effects on the
Group’s financial profitability.
Internal management rules provide written policies for global risk management and also for specific
areas, such as exchange rate risk, interest rate credit risk, liquidity risk, the use of hedging
instruments and derivatives and the investment of surplus liquidity.
•
Market risk: the Group’s activity exposes it primarily to the financial risks derived from
variations in the exchange rate and interest rates. To hedge this exposure, Abengoa Solar
uses options and swaps for foreign currency and interest rate futures.
•
Credit risk: the principal financial assets exposed to credit risk derived from the third-party
counterparty’s failure to meet its obligations are investments in the financial assets
included in the balances of cash and cash equivalents, non-current financial assets,
derivatives and balances relating to trade and other receivables.
•
Liquidity risk: Abengoa Solar’s liquidity and financing policy is intended to ensure that the
company keeps sufficient funds available to meet its financial commitments.
•
Capital risk management: The Group manages its investments in capital to ensure that
the subsidiaries are assured continuity from the point of view of their equity situation,
maximising the return for shareholders by optimising the structure of equity and
borrowing in the liabilities of the respective statements of financial position.
For further information, see Note 9 to the Consolidated Financial Statements.
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6.-
Research and Development Information
Abengoa Solar continued to increase its R&D&I efforts in 2010 (in spite of the prolongation of the
worldwide technological crisis), convinced that, in order for these efforts to bear their fruits, they
require a continuity that cannot be interrupted by crises or economic cycles.
Furthermore, it has reinforced its presence and, in some cases, leadership in different public and private
institutions and forums in which cooperation between large technological companies is promoted and
the short- and long-term future of the R&D&I activity is decided.
The programme established for this type of activity has substantially been met. Following the different
lines of research, we make, on a day-to-day basis, every effort to attain the highest degree of
innovation in our products, as required by the characteristics of our activities.
Among the objectives of the company’s R&D&I programme, we can highlight, for both tower and
parabolic-cylinder technology, the attainment of higher operating temperatures that increase the
efficiency of the power cycles, an improvement in the plants’ control and operating systems, the
reduction of investment and operating costs for each technology, the optimisation of storage systems
and, in addition, the development of new, more efficient, photovoltaic technologies.
In line with these challenges, the company continued to operate several pilot plants on the Solúcar
Platform during 2010, which allowed it to consolidate several key innovation concepts:
‐
The operation, since April 2009, of a tower with overheated steam generated in a second receiver,
reaching temperatures of over 500ºC.
‐
Confirmation of water as an alternative to oil as the heat-bearing fluid is the loops of paraboliccylinder technology. The Direct Steam Generation Plant (DSG) that also came into operation at the
beginning of 2009 is serving to ratify the control system developed by Abengoa Solar in direct
steam generation systems.
‐
Validation of thermal storage. The operation of a demonstration molten salt plant since 2009 has
allowed great experience to be gained in using this fluid to store energy in the form of sensible
heat and quantify the global performance of this type of storage.
‐
Development of new photovoltaic technologies due to the experience acquired in the photovoltaic
laboratory that has been operating since 2008 on the Solúcar Platform.
As a result of this R&D&I activity, Abengoa Solar has its own technology, which it protects under
patents. Thus, the company holds priority right over a number of crucial inventions that, in 2010, gave
rise to 33 patent applications, making a total of 80 patent applications over recent years.
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At present, Abengoa Solar is carrying on both its own Research and Development projects and projects
in collaboration with institutions and universities. In this respect, the company collaborates closely with
prestigious institutions, such as the National Renewable Energy Laboratory (NREL), the main renewal
energy laboratory in the United States, the Centro de Investigaciones Energética, Medio Ambientales y
Tecnológicas (CIEMAT), an official research entity into excellence in matters related to energy and the
environment, or the Thermodynamics Department of the German Aerospace Centre (DLR).
From all this combined effort, we can highlight the fact that, in 2010, we conducted the Research and
Development activity in accordance with the needs that arose. Most of the projects fall within the R&D
lines promoted by the Spanish Administration (actions by the Ministry of Industry and Energy), the
European authorities (R&D Framework Programmes) and the United States Administration (Department
of Energy).
In the year 2010, the investment in R&D&I was 24.2 million euros, in comparison with 32.4 million
euros in2009. Since 2007, Abengoa Solar has invested 147.5 million euros in R&D, including projects
in Europe and the United States in collaboration with the leading institutions and universities in solar
energy.
7.-
Environmental Information
Abengoa Solar, which, since its beginnings, has been committed to sustainable development and
combating climate change, manages the attainment of its business objectives through a suitable
policy that ensures the conservation of the environment while carrying on its business activity.
In accordance with its environmental management policy, Abengoa has established the
implementation of Environmental Management Systems meeting the requirements of ISO 14001 as
a strategic objective for its companies overall. The environmental certification systems promote
correct environmental management, limiting the risk associated with the environmental impact of
our activities and compliance with the applicable legislation. It is within this framework that specific
objectives are set for reducing any negative environmental impacts that the products and services
developed may have and for eliminating or minimising the risk derived.
In implementing the environmental management system, at the 2010 year end, the percentage of
companies with Environmental Management Systems certified under ISO 14001 was 71% in relation
to the sales volume (87% in 2009).
Climate change, greenhouse gas emissions and other environmental impacts.
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In 2008, Abengoa Solar brought into operation a complete system for measuring greenhouse gas
emissions in an internal standard, which was comparable to international standards and audited by
an independent external entity.
As a result of the foregoing, the 2010 Greenhouse Gas Emissions Inventory has provided us with a
realistic photo of the CO2 emissions of each one of our activities, which will allow us to identify
points for improvement in the sustainability of all our activities and to generate value added for our
customers.
Thanks to the experience and good results obtained after putting this Greenhouse Gas Emissions
Inventory into operation, Abengoa Solar will implement a system of sustainability indicators in 2011,
which will allow us to measure and fix quantified improvement objectives, adding a valuation of all
possible environmental dimensions in carrying on our business activities. The combination of these
two initiatives places Abengoa Solar as the world leader in sustainable development management.
8.-
Treasury Shares
At the 2010 year end, Abengoa Solar, S.A. held treasury shares of 0.01% (0.01% in 2009) through
the interest that Abengoa Solar España, S.A. (a subsidiary of Abengoa Solar, S.A.) holds in Abengoa
Solar, S.A., formed by four shares with a face value of 12.50 euros each.
9.-
Information on important events that have taken place since the end of the reporting
period
On 25 February, 2011, through its United States subsidiary, Abengoa Solar made the first drawdown
on the loan granted by the United States Federal Financial Bank (FFB), guaranteed by the United
States Department of Energy (DOE), once the prior conditions had been met.
Likewise, on 3 March, 2011, Shams Power Company concluded the financing of Shams 1. The
transaction was concluded for an amount of 600 million dollars repayable over 22 years, with ten
regional and international entities participating. Abengoa holds an indirect interest of 20% in this
company.
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ABENGOA SOLAR
www.abengoasolar.com
ABENGOA SOLAR
Informe Anual 2010

3 - Abengoa Solar

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