ACCIONA, S.A. AND SUBSIDIARIES (Consolidated Group ...

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Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 38). In the event of a discrepancy, the Spanish-language version prevails. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011 OF ACCIONA, S.A. AND SUBSIDIARIES (Consolidated Group) 1.- Group activities Acciona, S.A. (“the Parent” or “the Company”) and its subsidiaries compose the Acciona Group (“Acciona” or “the Group”). Acciona, S.A.'s registered office and headquarters are in Alcobendas (Madrid), at Av. Europa, 18. The Acciona Group companies operate in several industries, including most notably: - Acciona Infrastructure: including mainly construction and engineering activities and transport and hospital concessions. - Acciona Real Estate: real estate portfolio, property development and car park operation. - Acciona Energy: including the various industrial and commercial activities of the electricity business, ranging from the construction of wind farms to the generation, distribution and retailing of various energy sources. - Acciona Logistics and Transport Services: this division is an integral provider of passenger and cargo transportation services (land, sea and air). - Acciona Urban and Environmental Services: carries on activities relating to urban services and environmental protection, and also performs all kinds of activities, work and services, specific or related to the water cycle. - Other businesses: businesses relating to fund management and stock market brokerage, wine production and other investments. Note 28 to the accompanying consolidated financial statements “Segment Reporting” includes detailed information relating to the assets, liabilities and transactions carried out in each of the above business divisions that compose the Acciona Group. On 24 March 2011, the managing bodies of Acciona, S.A., Grupo Entrecanales, S.A., Servicios Urbanos Integrales, S.A., Tivafen, S.A. (Sole-Shareholder Company) and Ósmosis Internacional, S.A. (Sole-Shareholder Company) approved the common plan for the merger by absorption of Grupo Entrecanales, S.A., Servicios Urbanos Integrales, S.A., Tivafen, S.A. (Sole-Shareholder Company) and Osmosis Internacional, S.A. (Sole-Shareholder Company) (all known together as the absorbed companies) by Acciona, S.A. (absorbing company), with the dissolution without - Page 11 -
liquidation of the absorbed companies and the transfer en bloc of all their assets and liabilities to the absorbing company, which would acquire, by universal succession, the rights and obligations of the absorbed companies. This merger plan was registered at the Mercantile Registry on 29 March 2011. Since in aggregate net terms the only assets of the absorbed companies are shares of the absorbing company, there was no capital increase at Acciona, S.A. in order to cover the exchange of shares. Also, the shareholders at the Annual General Meeting held on 9 June 2011 approved the aforementioned merger by absorption. On 10 June the related notice for opposition by creditors was published, pursuant to Article 44 of Law 3/2009, of 3 April, on structural changes to companies ("LME"). The merger by absorption became effective, pursuant to Article 46 of the LME, on the filing thereof at the Mercantile Registry on 14 June 2011. 2.- Basis of presentation of the consolidated financial statements and basis of consolidation 2.1 Basis of presentation The consolidated financial statements for 2011 of the Acciona Group were prepared by the directors of Acciona, S.A. at the Board of Directors Meeting held on 23 February 2012, and present fairly the Group's consolidated equity and financial position at 31 December 2011, and the results of its operations, the changes in the consolidated statement of comprehensive income, the changes in the consolidated equity and the consolidated cash flows in the year then ended. These consolidated financial statements were prepared in accordance with the regulatory financial reporting framework applicable to the Group and, in particular, with International Financial Reporting Standards (IFRSs) as adopted by the European Union, in conformity with Regulation (EC) no. 1606/2002 of the European Parliament and of the Council. The main mandatory accounting principles and measurement bases applied, the alternative treatments permitted by the relevant legislation in this connection and the standards and interpretations issued but not yet in force at the date of formal preparation of these consolidated financial statements are summarised in Note 3. These consolidated financial statements were prepared on the basis of the accounting records kept by the Parent and by the other Group companies. These records include the figures relating to the joint ventures, groupings and consortia in which the Group companies have interests, which are proportionately consolidated through the inclusion of the proportion of the assets, liabilities and transactions of these entities relating to the Group's ownership interest therein, after the appropriate eliminations of asset and liability balances and intra-Group transactions in the year. - Page 12 -
Page 1: ACCIONA, S.A. AND SUBSIDIARIES (Con
Page 4 and 5: 17. PROVISIONS 18. BANK BORROWINGS
Page 6 and 7: Translation of consolidated financi
Page 8 and 9: Translation of consolidated financi
Page 10 and 11: Beginning balance at 01/01/10 Adjus
Page 14 and 15: The Acciona Group's consolidated fi
Page 16 and 17: The financial statements of jointly
Page 18 and 19: Standards, amendments and interpret
Page 20 and 21: 3.2 Accounting policies The princip
Page 22 and 23: The assets and liabilities acquired
Page 24 and 25: - The infrastructure is operated by
Page 26 and 27: Goodwill of companies The Acciona G
Page 28 and 29: The rates used, by division and cou
Page 30 and 31: - The concession operator receives
Page 32 and 33: - At fair value when it is possible
Page 34 and 35: Group policy on hedging: At the inc
Page 36 and 37: These assets are valued at the cost
Page 38 and 39: At 31 December 2010, Acciona, S.A.
Page 40 and 41: For each of the plans, any positive
Page 42 and 43: Machinery whose useful life exceeds
Page 44 and 45: The deferred tax assets and liabili
Page 46 and 47: These assets or disposal groups are
Page 48 and 49: - The results for tax purposes of t
Page 50 and 51: At 31 December 2011, the Group comp
Page 52 and 53: 6.- Goodwill The changes in 2010 in
Page 54 and 55: In 2011, as in 2010, the main addit
Page 56 and 57: The Acciona Group's interests in as
Page 58 and 59: - Page 57 - Non-current Current Bal
Page 60 and 61: In 2011, since the lease expired, t
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At 31 December 2011, the Group comp
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The breakdown, by type of customer,
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c) Treasury shares The changes in 2
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The changes in the balance of this
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Leverage Millions of euros 2011 201
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isks and uncertainties which, inevi
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Provision for other longterm employ
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of obtaining the related waivers, d
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Foreign currency risk 31/12/11 +0.5
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Economic risk vs. budget variances
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In 2011, through its subsidiary Com
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Summary of effects on valuation adj
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22.- Other non-current and current
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On 12 February 2009, this Tribunal
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Reconciliation of the accounting pr
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At 2011 year-end, the period for of
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- Merger by absorption of Grupo Ent
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The detail of the cumulative income
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The breakdown, by geographical area
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27.- Expenses The detail of the Gro
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2011 (thousands of euros) Vessel Da
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2011 Infrastructure Real Estate Ene
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The detail of certain of the Group'
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C) ENERGY. In addition to the costs
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Expenses and income Significant sha
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35.- Remuneration and other benefit
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a) For each director belonging to t
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Beneficiaries: those persons who, a
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Vicente Santamaría de Paredes Cast
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36.- Other disclosures concerning t
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APPENDIX I GROUP COMPANIES The subs
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Group company Auditor Location Main
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Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Group company Auditor Operadora de
Page 134 and 135:
Page 136 and 137:
APPENDIX II JOINTLY CONTROLLED ENTI
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Page 140 and 141:
Page 142 and 143:
Company Location Main business line
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APPENDIX V DETAIL OF CONSOLIDATED R
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Translation of a report originally
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% EBITDA Jan-Dec 10 Jan-Dec 11 Ener
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- The volume of business of the Rea
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ACCIONA Energy’s revenue increase
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Acciona Real Estate (Millions of eu
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Thanks to the positive performance
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Investments Net investments in 2011
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18 April 2011: sale of Chilean conc
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30 June 2011: ACCIONA submitted the
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Stock Market Data Share Capital Pri
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Before a decision is made to invest
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enhance environmental efficiency. I
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166 ongoing R&D+i projects were con
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However, the fall in growth has bee
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For the purposes of Royal Decree 13
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