ACS, Actividades de Construcción y Servicios, S.A. (ACS) Earnings Call Transcript & Summary

May 8, 2020

Bolsa de Madrid ES Industrials Construction and Engineering shareholder_meeting 76 min

Earnings Call Speaker Segments

Florentino Pérez Rodríguez

executive
#1

Good morning, everyone. I'd like to start by welcoming all shareholders who are following this remotely. I'd like to thank those of you who haven't been able to attend but have exercised their voting rights remotely or chosen a proxy to vote for them. And I'm here with our Deputy Chairman, our CEO, Secretary, Mr. José Luis Del Valle Pérez. And I'm listening to myself. Also attending this meeting by video conference are the other members of the Board of Directors, so Director Agustín Batuecas Torrego, Mr. Antonio Botella García, Mr. Javier Echenique Landiribar; Mrs. Carmen Fernández Rozado; Mr. Emilio García Gallego; Mr. Joan-David Grimà i Terré; Mr. Mariano Hernández Herreros, Mr. Pedro López Jiménez; Mrs. Catalina Miñarro Brugarola, Mrs. María Pérez Rodríguez; Mr. Miquel Roca i Junyent; and Mr. José Eladio Seco Domínguez. I would also like to mention our Corporate Director General, [indiscernible] is here with us and also the Head of Industrial Services, Mr. Eugenio Llorente Gómez. Also with us Madrid notary public, Mr. Gonzalo López-Muller Gómez, who is attending in order to draft the minutes of this General Shareholders' Meeting. Also and as we duly announced last April 25, this General Shareholders' Meeting is being held under these exceptional circumstances without the shareholders and the representatives physically present. We have established the necessary platforms to enable remote attendance of said shareholders and representatives to this general shareholders' meeting. Shareholders have also been able to exercise their voting rights before this meeting. If we were to have a problem with these electronic platforms, the General Shareholders' Meeting would be suspended for the necessary time until everything is up and running again. And we would resume as soon as the platform is back online, which we would announce on ACS' website, providing all the information about the suspension and the reestablishment of the electronic systems and services. Let's hope that none of this will happen. In order to find out whether there is enough quorum to hold this General Shareholders' Meeting, I'm going to give the floor to our Secretary, who's going to read out a list of shareholders who have registered to attend this General Shareholders' Meeting through the link on our website. I would now -- giving the floor to the Secretary.

José Luis Del Valle Pérez

executive
#2

Thank you, Chairman. According to the list of participants, total capital present following us remotely, 71 shareholders of whom 26 are following this now, and the remainder have voted before. We have a total of 0.29% of the share capital represented capital is a total of 462 shareholders with 166,128,763 shares, which represent 52.796% of the social capital. And therefore, the total capital present or represented is 537 shareholders with a total of 169,047,032 shares, which represent 53.723% of the share capital.

Florentino Pérez Rodríguez

executive
#3

And so therefore, we have a validly constituted [ ordinated had on the second call ]. And I'm now giving the floor back to the Secretary.

José Luis Del Valle Pérez

executive
#4

Following the notaries instructions, we would like to inform this General Shareholders' Meeting that if you have any complaints or queries with respect to the valid constitution of this General Shareholders' Meeting and the number of shareholders that are either present in person or represented and their holdings of share capital, you can expressly communicate it by sending a note to [Audio Gap] All right. And now I'd like to refer to the call for the meeting, which was announced [ El Mundo ABC La Razon ] [Foreign Language] newspapers, also in the official news letter of the Mercantile Registry, where the call announcement was published on [ April ] with a complementary notice, on April 25, 2020, where as a result of the extension of the state of alarm. We announced that you would only be able to attend this General Shareholders' Meeting remotely. Since these announcements have been posted on the company's website, I don't think I need to read them. I would also like to point out according to Chapter 6 of the call, shareholders or their proxies who would like to participate in this general shareholders' meeting remotely and ask for clarification on any items on the agenda or questions on the information available to the public that the company has provided to the CNMV since the last General Shareholders' Meeting or with respect to the auditor's report have been able to do so in writing and to send their comment, question or proposal electronically or attaching their written question or note to the link remote attendance, which has been opened on our corporate website from 9 a.m. this morning until the time when this meeting was validly constituted. We've received no such requests for comments or questions. If you wanted to participate you should have written it down clearly and expressly in the text of your question, which would have been read out by the Secretary during the Q&A. And any request for information or clarification formulated or sent in will be replied by us today or in writing in the next 7 days. But as we've pointed out, we have not so far received until the General Shareholders' Meeting was validly constituted a few minutes ago, we've received no questions or comments, and therefore, we will not be reading out any questions or comments.

Florentino Pérez Rodríguez

executive
#5

Ladies and gentlemen, shareholders. For the very first time in the history of the ACS Group, we are here today holding our General Shareholders' Meeting virtually given the painful and difficult circumstances at the whole world, in particular, Spanish society are experiencing right now. This is an unprecedented situation for almost the whole of the world's population over the last 100 years since the wrongly named Spanish Flu expanded globally at the end of the first World War. It was so virulent that it killed more than 40 million people then. The current pandemic which has been caused by COVID-19, the coronavirus, is taking on a society that is much more advanced and better prepared. We are at the moment at the peak of its expansion with so many uncertainties, but the scientific and industrial capability we have globally will allow us through treatments and vaccines to control the pandemic completely. On behalf of all of the members of the Board of Directors and the whole ACS Group, I would like to convey my most sincere condolences to all of the families or the people who have lost their lives in this health tragedy. This situation has been made worse by the fact that it's painful to say that we can't even be with them or say a proper goodbye to the victims of the virus, also the ACS Group, with its 190,000 workers all over the world has been affected by a loss of employees and their family members. My sincere condolences go out to their families. I'd also like to remember very especially our Vice Chairman, José María Loizaga Viguri, who devoted a huge amount of his life to developing the ACS Group. His participation was crucial in the group's projection and expansion as a world-leading infrastructure. At the ripe old age of 83, he demonstrated enviable vitality and was keen to continue to make a contribution to the group with his valuable experience, vision, his strategy and his hopes and dreams. He has been -- he was a valuable friend to me, a loyal colleague and partner in the project that we started 1983. With the acquisition of Construcciones Padrós. José María Loizaga joined the project 6 years later in 1989. José María Loizaga started off his professional career in a bank, Banco Vizcaya, where he was an executive. In 1968, he was appointed the Director of Zardoya, which is a company, that he was linked to quite especially for the whole of his life. He was a director, and he was also the Vice Chairman, and he continued to hold those posts at the time of his death. In 1972, he promoted and piloted the merger with Schneider Otis to build -- to create the most -- the biggest, the most important lift elevator maintenance and manufacturing companies being Zardoya Otis. His business activity was also prestigious because of his participation in the financial sector in 1980, he founded Banco Industrial, which was a subsidiary of Banco Hispano American in '82. He was appointed the Vice Chairman and the CEO of Banco Union. That was a bank that later merged with [ Banco Urquijo ], and he was also the top executive of that bank until [ 1985 ]. In those difficult years, he showed himself to be a highly creative person. He was tireless and he piloted the industrial projects in the banks and the adaptation of companies in crisis. In 1985, he founded Mercapital, which was a pioneering company. He's built venture capital company. José María Loizaga was the Chairman of Mercapital for 23 years until 2008, and he was very important in the financial modernization of Spain, creating a school for management of this type of funds. His business and financial track record was reflected in many, many companies where he sat on the Board, such Banque Privée Edmond de Rothschild, Suez International, Otis International and other national, international companies. His tremendous strategic vision helped to make the ACS Group grow, thanks to successive mergers and acquisitions that have taken place throughout our history and have been part of our track record. I'd like to remember him here. The acquisition of the Grupo Cobra in 1989, the merger of OCISA and Construcciones Padrós in 1992 to create OCP Construcciones. The merger of OCP, AUXINI and Ginés Navarro to create ACS, Actividades de Construcción y Servicios in 1997, the initial acquisition of the Dragados Group in 2002 and the subsequent takeover and merger in 2003. The initial purchase of 25% of HOCHTIEF in 2007, and the subsequent takeover of the majority stake in 2011. And lastly, the acquisition of 50% of Abertis in 2018. Thank you, José Maria. We have had a long career together going down more than 30 years, and your legacy forms part of this group. That's why it would be impossible to forget you. Your endeavors, determinations, your sense of excellence, your loyalty, your honesty and above all, your humanity will remain with us, your family, and we would express our most sincere condolences to your family. And all of our fond affection is a living example of your values. So for those emotional words of remembrance, I'd like, first of all, to highlight the professionalism, the endeavors and the commitment of the more than 190,000 employees of the ACS Group, who, together with our organizational structure, which is efficient, and our sound financial capacity in our balance sheet is allowing us to deal confidently with the challenges of this situation. We're still creating value for society in general and for our shareholders, in particular. As you can see in the results that we obtained in 2019 in the different facets, operational, financial, social and environmental facets. Those results are still putting us up there as a benchmark company worldwide and in our sector. For the eighth consecutive year, the ACS Group was the top of the world ranking that is established by Engineering News Record, ENR, in the category of international contractors. That's a position that we have achieved as an outcome of our track record that you are familiar with through the expansion of our businesses, acquisition of leading companies and sector nationally, internationally. The positioning of those companies that are also market leaders and their long experience in the infrastructure sector has been enriching our own offering of products and services, improving our competitive edge and also a consulting position in the most developed economies in the world, mainly North America, Europe and Australia. And as you probably heard, in the commonplace, the hardest part is not getting there. It's staying there. That's why in 2012, when we did -- reached the top position in that world ranking of international contractors, we started off that transformation process to consolidate that leadership based on 3 key pillars: one, extending our corporate culture in the companies that we had acquired recently, implementing our own management systems to help them to improve the operational efficiency and generate cash from operations. Two, streamline our offering of products and services, adjusting our structure and improving our competitiveness, focusing on the essential core activities in the group that would allow us to continue to grow sustainably and profitably. And three, the third pillar, reduce dramatically, drastically, the debt of the ACS Group, which has fallen to an all-time low at close to 2019. Also, I want to point out to you that, that transformation took place during the years of the great financial crisis when the financial crisis shook the whole world in recent years. And once we had achieved those targets that we set, we've concentrated on [ entailing ] the group with greater stability by better integration, more integration of the whole value chain in our infrastructure business, right from design and construction of new projects to operation maintenance of the projects by introducing new models of contractual relationships with our clients that allow us to have better balance and transparency in the management of our new projects and focusing on more developed markets that offer a stable framework, legally, financially, operationally, the continuity of our highly decentralized flexible dynamic organization model that allows us to adapt to the needs of the sector. The acquisition of Abertis in 2018 that took place with Atlantia represents an essential step in that direction. The company's cooperation in the ACS Group has increased our operational diversification, our competitiveness in the sector globally. That partnership with Atlantia allows us to join forces to combine our capabilities to develop a global and project that enriches us all. In just 2 short years, Abertis has performed positively, improved its operational efficiency, increased its capacity to generate cash and also broadens its asset base as well as extending its portfolio of concessions, the recent acquisition of -- our for controlling stake in the Mexican company, RCO is a good example of that. Furthermore, Abertis is continuing to explore new opportunities for investment in projects to diversify its portfolio and its source of revenues. In addition, all of our top listed companies that develop greenfield infrastructure such as Iridium, HOCHTIEF, PPPs and Pacific Partnership continue to analyze new opportunities in our strategic markets such as North America, Europe and Australia. And that will allow us to have access to the most exciting projects that are coming up for tender. Furthermore, the group is still committed to developing renewable energy projects, which is an important part of the decarbonization of the economy and combating climate change. In Green Technologies, the group through its industrial services area led by Cobra has a broad-ranging experience through its more than 180 projects that have been developed already and investment managed that is more than EUR 14.5 billion. All in all, over the last 5 years, we have devoted major resources developing new businesses to investing in new projects and to technological innovation to allow us to continue to grow sustainably. Specifically, we've invested more than EUR 1.5 billion of our own equity in the development of concession projects such as transport infrastructures and also energy installations, mainly in the field of renewable energy. We have earmarked EUR 4.5 billion to acquire companies to supplement our offering and to add value to the group and I would highlight of course, here the acquisition of 50% of Abertis. We've invested almost EUR 200 million in innovation development projects amongst the different companies in the group. We have grown the number of patents and application of new technologies. Essentially, the ACS Group has demonstrated its capability to evolve, to move forward, to adapt itself to changing cycles and to tackle new challenges that reality has thrown at us. Evolution, though, is -- does not stop here. The group continues to adapt. It continues to try and be one step ahead of the needs of the sector, the circumstances of the macroeconomic environment in which we do business, always with the objectives ahead of us to defend our leadership globally and to consolidate to the sustainable profitability of the group. And year after year, this -- we do this. Let me remind you, if I could, of the key figures. If we look at the 20 years of this century, since 2000 and up to 2019, including both of those years, the ACS Group's production, our sales totaled EUR 435.4 billion, and the accumulated net profit was EUR 14.2 billion. During that same period, that's the period from 2000 to 2019, ACS Group has generated funds from its operation totaling approximately EUR 27 billion. That's equivalent to more than EUR 1.3 billion every single year. And it has distributed, paid out to its shareholders and minority partners in the groups of the company's more than EUR 11 billion in the same period. Now these figures have been achieved, thanks to the commitment of our clients, their trust in us and their demands. Many of them have been with us right from the very beginning. These clients have allowed us to carry out 10,000 major works throughout our history. And we have been able to count on them for collaboration, our partners, our providers. And they've helped us with rigor professionalism. Our operational and financial evolution, our performance has obviously been reflected in the creation of market value. Specifically, if a shareholder had bought 1,000 shares in ACS at the end of the last center on December 31, 1999, and the price -- at a price of EUR 7.85 per share, then 20 years later on, 31st of December 2019, the value would be EUR 35,650. And if we add to that figure, the dividends received by that shareholder over that period, more than EUR 25 per share. The total return for the shareholder would be 7.8x the original investment. That's 10.8% in terms of annual average profitability or a yield compared to 3.1% average for the IBEX 35 for the same period of time. With regard to ACS' performance on the capital market in 2019, our share price appreciated in value by 5.4% with -- if we add, of course, the EUR 1.89 per share paid out as dividends, that is total shareholder returns of 11%. This figure is pretty much in line with the profitability obtained over the last 4 years, which is 46.4% in cumulative terms compared to 13.6% of the IBEX 35. However, over the last couple of months, this year, 2020, March and April, the stock markets and the listed companies have, of course, suffered from a complete shake-up of their share prices because of the world's pandemic. We're in a phase in which the market is highly volatile. And we hope that this is the share, which has of course suffered too will recover its fundamental value as the uncertainty disappears. And we are -- we trust in the validity of our economic fundamentals of our group. We can be and should be optimistic. Our group has solid foundations on which we continue to build our future, our business model with a strategic positioning, which is highly defined a solid block book, healthy balance sheet and capabilities and commitment of 190,000 employees in our consolidates culture. Although Marcelino Fernández Verdes, the CEO of the group, will be talking to you in more detail about the operational and financial results that we obtained in 2019. I would myself too, if I could, like to briefly summarize them for you. In 2019, the ACS Group obtained net profit of EUR 962 million, up 5.1% compared to the previous year with all of the activities, demonstrating a favorable performance right across the board in all the operational terms. However, as we explained early on this year, the results have been marked by the decision by our Australian subsidiary, CIMIC to terminate activities, construction activities in the Middle East. The growing deterioration of the market conditions in that region made it difficult largely to develop viable plans in the case of a [ big ] -- and that's the company, the CIMIC held a 45 -- held a 45% stake in -- without management control. That meant that CIMIC had to make a provision to cover the possible risk, and that was covered in 2019. In that financial year, the impact of that provision on the ACS results was EUR 420 million. However, ACS' balance sheet has provisions for international risk of which EUR 170 million cover that impact. So those provisions, together with the EUR 250 million in profit obtained by selling off our renewable energy assets in 2019, have fully offset the negative impact of the termination of operations in the Middle East. As for the group sales in financial year 2019, they totaled EUR 39.049 billion, up 6.5% compared to the previous year. 50% of the sales were obtained in North America, 20% in Europe, 19% in Oceania, and that's basically Australia. Asia represented 5% of our sales. And South America, once again, 5%, where Africa takes up the remaining 1% of our sales. On a country-by-country breakdown, I would say the most important countries continue to be the United States, Australia, Spain, Canada and Germany. Those 5 countries together account for 82% of the group's total sales. Turning to our operational results. Our EBITDA totaled EUR 3.14 billion, 7% up on the previous year. And our EBIT figure totaled EUR 2.126 billion. That's growth of 3.7%. The strong capacity to generate -- funds from operations and activities, which totaled EUR 2.37 billion in 2019 before CapEx. And the sound financial position of the company, the group as a whole, will allow us to tackle this situation quite firmly. At close of 2019, our net debt was barely EUR 54 million despite having made total investments during the financial year of more than EUR 1 billion, mainly in developing our renewable energy assets. In this brief summary of the key figures, I should highlight for you the volume in our backlog at close of 2019, totaled EUR 77.756 billion. That's accumulative to 2 years of production, and it had grown by 7.7% compared to the previous year. Now that backlog, that portfolio is highly diversified in geographical terms in terms of activity and duration, which means that we have balance, certainty and visibility for the generation of future revenues. So on the basis of those results, we're asking today for your approval to pay out a total dividend of EUR 1.99 per share. And as usual, over the last few years, we've done this, this will be paid out with a flexible option for you to either receive the amount in cash or in ACS shares. In 2019, the ACS Group also achieved very good financial results, making major progress in the environmental, social and corporate governance areas, which have been recognized by the main organizations and media specialized in this area of both ACS Group as well as the listed subsidiary, HOCHTIEF and CIMIC, have been included in the Dow Jones Sustainability Index, which is the prestigious world index. Turning to the environment. In 2019 we managed to reduce our total emissions, both direct emissions and indirect emissions, by more than 6%, reasserting our global targets for energy efficiency and combating climate change. In the social area, we continue to reinforce our health and safety at work policies. Training and prevention plans are crucial there in our activity. In this respect, in 2019, we increased the number of training hours here by 58% compared to the previous year. We're also taking our gender diversity policy further. With a female workforce that is already more than 40% of the total workforce, the number of women in management posts increased by 6.9% compared to the previous year. I also really must mention with great delight, the one -- 10,000 people, that's 5.3% of our employees that belong to vulnerable social groups. Now these are workers who come from disadvantaged groups and society, people with disabilities, people at risk of social exclusion, victims of gender violence, victims of terrorism and even long-term unemployed. Only -- and this year alone, we have increased our workforce by 600 people from those different groups. They've been taken on open-ended contracts, and that's 16% of all of the new hiring in our services areas. Lastly, our governance model has also been reinforced over the period. I'm talking about -- we've increased our training in ethics, integrity and decreased the number of employees that have received these courses and have been considered compliance trained by 26%. With regard to our corporate social responsibility, all of the contributions of all of the companies in the group matter. Although they define their own action policy independently, they always do it -- do that by following the principles and objectives that are common to the group and are set out in the 2020 plan. This year, our intention is to renew those goals with a new plan for this decade. And our plan will be aligned with the contribution the ACS Group is making to the United Nations Sustainable Development Goals. We're totally committed to those goals. But our commitment to society can't only be seen in the figures from the financial year. It goes beyond our in-house policies, our annual targets and results. It's a general commitment right across the board that we, as people who form part of the ACS Group believe in, we are a committed to society that we belong to, and we serve all over the world as essential part of our culture. Over the last few weeks, now that commitment has taken the material form in different activities and initiatives linked to the current pandemic. The men and women working for the ACS Group are being involved in those activities all over the world. And many of them -- quite selflessly. Let me just highlight some of the more significant activities for you. We've collaborated in the construction of the field hospital in Madrid. Cobra has donated the installation for the whole and network there, the supply of oxygen and medical gases for patients. We've also increased our resources and means in the health assistance services through our class A subsidiary. These are essential services that continue to be provided with top safety and health prevention conditions. We've also reinforced and ensured that we will continue with our cleaning activity in hospitals, in police facilities and other restructures to show that they can operate at full level. In the United States, our subsidiary Turner is actively participating and designing construction urgently. There was temporary hospitals as well as expanding the health centers that are all over the country with -- in a very few short weeks, the health administrations have been able to have additional capacity of 4,000 beds. Different financial contributions have also been made by the different companies in our group, including our joining the [ Fondo solidario de respuesta de impress Espanyol is ] the Solidarity Fund set up by a Spanish company. So with an [ entitlement of ] EUR 3.5 million from ACS to buy medical equipment and protection measures. We -- with regard to the future prospects, the world is still immersed in a period of uncertainty. The fight against COVID-19 continues and its impact on the economies of countries all over the world is still difficult to quantify. We -- only when we control the pandemic and restrictions are lifted will the economy start to recover a little by little gradually, and that will be when we'd be able to evaluate the total impact to quantify the situation as well as changes at an economic and social level in consequence with the pandemic. The near future will continue to need reforms, new projects for toll roads, highways, railways, airports, bridges, canals, dams, we'll require hospitals, schools and sports facilities, offices and housing units, energy installations that are more efficient, communication systems, quicker transport and safer systems so on and so forth. All of these things that will improve the quality of life of citizens. Of course, there are many different ideas about what will happen with the economic recovery in the phase subsequent to the pandemic. The IMF, for instance, is projecting developed economies to suffer the biggest impact in the short term, and the emerging economies with a fall of GDP in 2020, 6.1% compared to the 1%, respectively, in emerging economies. Developed companies -- countries, rather, the most effected economies [ include ] Spain. The GDP reduction is estimated for 2020 is 9.1% virtually, and 8% for the Spain. Although the government, the European Union and other bodies say that the fall will be above 9% for France. Germany, the impact on GDP will be 17.2% and 7% respectively. North America, slightly lower figure with a forecast fall off in GDP in Canada and states at 6%. Other estimates for Australian continent, a fall of 6.7% for 2020. But after that immediate impact, the IMF is forecasting a recovery for 2021 with 4.5% growth for developed economies. Now that figure is probably the figure in which Spain will achieve, a 6.6%. For emerging economies, all of these estimates about the economic recovery, coincide with regard to the important points all of the major companies are announced -- countries are announcing figures to be able to get out of this economic standstill as a response to the pandemic extraordinary programs and schemes that will help to generate business activity, investment in infrastructure and also to bail out companies in devastated sectors and to ensure there is financing to avoid the destruction of our business fabric because of a lack of working capital. So in the face of this panorama, we should consider what our particular situation is. And with regard to our group, firstly, the ACS Group has a very healthy financial position and a comfortable liquidity position in all of its companies with more than EUR 12 billion together with our available cash and different lines of credit that we have set up. Secondly, we have a backlog that has already been contracted, as I said before, totaling EUR 78 billion, highly diversified by activities and geographically in regions with stable political frameworks. In addition to that current backlog, the group has identified a whole set of potential projects for infrastructure, transport, social and hydraulic concessions for a total volume of investments of EUR 230 billion over the next few years, particularly in the U.S.A., Canada, Europe and Australia. Now these countries are only announcing in their own extraordinary ad hoc plans as an important part of their measures to reactivate the economy after the pandemic but they will be speeding up those projects. Specifically, the United States has announced that a mega investment of $2 trillion. That's equivalent to 10% of its GDP for infrastructure projects to be able to offset the fall off that they're expecting in the U.S. in demand. As regards combating climate change, the ACS Group is maintaining its outlook for the development of renewable energy through the Cobra Group, which currently has a renewable asset portfolio totaling 2,700 megawatts to be built over the next 3 years and more than 6,000 megawatts in development. Those figures put us up there as one of the most dynamic companies in the sector. We do hope that this will, of course -- happened as well as increased investment in green energies to support the decarbonization process for the economy and the fight against climate change globally. I would also like to highlight to you the fact that because of the characteristics of our businesses and in the countries that we're working in, we are maintaining a relatively stable level of activity. Most of our projects, the ones that we are participating in continue to go ahead being implemented and the most conservative outlook simply says that there will be a slight delay in activity over the next few months. Let me conclude. But first, let me say that we are ready to deal with the situation and overcome this current challenge. Besides our financial position and our strategic positioning, we also have a flexible efficient coordinated operating structure. But above all, we have our key asset. The more than 190,000 people who work for us, the engineers, architects, university graduates, technical staff, site managers, operators and so on and so forth from different origins and specialties that are committed to our project. Our professionals are working day in, day out with greater hopes for the future dedication and an excellence culture in our group. I'd like to thank them for their efforts, their endeavor, their commitment in these adverse circumstances also for their capability, their ability to adapt and their solidarity as required. This environment will change. The pandemic will come to an end. And despite the magnitude of its direct and collateral effects, which today are difficult to quantify, the economy will recover. And for that to happen, it will need the joint work of all of the companies in the business fabric and institutions and society as a whole. As for the ACS Group, we will be underpinned by our strength, our geographical diversification of our business activities, our high percentage of revenue streams from countries with a high demand for infrastructure or recurring services that will help us to keep our sales volume and our backlog stable. As always, we're continuing to act with the same hope and bring to the future and professionalism. We will do what we know how to do best, build infrastructures that will help us to achieve a better world. Thank you. And now I'm going to give the floor to Marcelino Fernández Verdes.

Marcelino Fernández Verdes

executive
#6

Thank you, Chairman. Ladies and gentlemen, shareholders, good morning, and thank you very much for joining us today. Before I begin, on behalf of everyone at ACS, I would like to extend my deepest sympathies to all those who have lost friends or relatives due to coronavirus. I'd particularly like to remember our departed Vice Chairman, Mr. José María Loizaga and to express our deepest condolences to his family. I'd also like to thank all of our employees and suppliers for the work that they have done and are still doing today to help fight the effects of this pandemic, in many cases, selflessly. The coronavirus crisis has impacted our activities and operations in terms of health and safety in the workplace. We've had to adapt our processes and our activities both towards our clients, but also towards our employees and the whole chain of suppliers and subcontractors. In this context, we have reinforced all of our protocols with specific actions in order to carry out our activities safely. Health and safety is a central element in ACS' culture, an absolute essential priority for our activities. These specific protocols include preventative measures adapted to the routines and the different activities in line with WHO recommendations. They include our thorough cleaning controls, personal protection equipment, social distancing and flexible working hours, including working from home. In connection with our clients, we've introduced measures to keep serving them as normally as possible, managing the continuity of our activities and preserving the quality of our services. In construction, in our strategic markets, we have an essential activity which is, therefore, only impacted by essential restrictions. Also, a very significant part of our industrial services activity has also been deemed an essential service. And finally, our services activity through Clece has been impacted in different ways. On the one hand, we have seen a significant reduction in the cleaning and maintenance activities of social infrastructures, which are now closed, including schools and leisure facilities, nonessential facilities and air transport. However, we have increased our activity in hospitals and public institutions and have been able to reallocate part of our staff. Currently, Clece is providing services to 108 hospitals and 1,850 medical centers in all over Spain with a team of over 11,000 professionals. Also, as our Chairman has pointed out, ACS has contributed resources both human and financial to help alleviate the impacts of the health crisis in our country. ACS' business model is based on a decentralized, agile structure with over 1,000 companies sharing the same values in a single corporate strategy, which is customer-centric and focused on integrity management and the creation of sustainable value. In the last few years, we've allocated significant resources diversifying our business profile, increasing the visibility in the generation of cash flow and promoting sustainable and profitable growth of our businesses. Our strategic approach, which is now reflected in our turnover and backlog, 25% of our turnover in 2019 came from our civil works and industrial projects. Business, which is a segment that is evolving towards alliance-type contracts, concessional or public projects or public-private partnerships, which are an already 8% of our turnover. These types of contracts include mechanisms to increase flexibility, transparency and efficiency, aligning the interest of all parties involved and reinforcing the trust between them. 42% of our turnover comes from construction management and building. The type of activity which has high contract volumes with very limited risks since most of the profit is obtained from fees that are preestablished over and above the cost of the project. It's an activity that takes place mostly in the U.S. through Turner. Our service businesses represent the remaining 25% of our turnover, and the breakdown is as follows: 14% from infrastructure, operation and maintenance; 7% from service -- mining services; and 4% in community services. The group's net cash generation in 2019 was EUR 1.358 billion, of which 36% from construction whilst concessions brought in 32%. Our industrial services businesses brought in 23%, and the remaining 9% came from other activities and services. We should also speak about our investment in Abertis, which is a tremendously strategic asset for our group since it significantly increases the recurrence and visibility of our revenue and enables a fully integrated value chain for infrastructure. Specifically, financially, Abertis has contributed EUR 245 million to our net attributable profit in 2019. Also, the company paid out a total of EUR 875 million in dividends to its shareholders. Also, in 2020, the same quantity will be paid out EUR 875 million. 50% has already been paid, and the other half will be paid out subject to the impact of the coronavirus on the company's earnings. As you know, Abertis is global leaders in toll road management with a strong presence in Spain, France, Chile and Brazil, amongst other countries, with over 8,500 kilometers of toll roads under management. In the coming weeks, we will complete the acquisition of the Red de Carreteras de Occidente Concession Company. We will incorporate the Mexican toll roads, which will contribute an additional 876 kilometers to our portfolio, increasing Abertis' geographic diversification. On the other hand, our infrastructure development companies, Iridium, HOCHTIEF, PPPs and Pacific Partnerships are still solidly positioned in the greenfield project segment with a strong presence in the North American, European and Australian markets. Currently, have a portfolio of 94 concession assets, transport and social infrastructures, of which almost 70% are now in operation. These assets represent a total managed investment of over EUR [ 57 billion ], and ACS' committed investment in these projects is over EUR 1.2 billion, of which 2/3 have already been invested. Through our industrial services area, we have a very competitive position in the energy and water sectors. We currently have a backlog of 70 projects for renewable energy assets, transmission lines, desalination, irrigation and water treatment projects as well as other energy assets. Our renewable energy assets are up to almost 2,700 megawatts. ACS' contribution to these projects of EUR 1 billion with a total investment overall of more than EUR 5.7 billion. ACS had a turnover of EUR 39.049 billion in 2019. That's 6.5% more than the previous year. Revenue, which is very geographically diversified, coming mostly from developed markets. Our EBITDA was EUR 3.15 billion, that's 7% more than the previous year with an EBITDA margin of 8.1%. Our EBIT of EUR 2.126 billion, which is a 3.7% increase versus the previous year. Net attributable profit was EUR 962 million, that's 5.1% more than in 2018. As our Chairman has pointed out, in 2019, we have seen the impact of our exit from Middle East with CIMIC through its subsidiary, BICC, where it had a financial stake of 45%. Because of the worsening of conditions in the markets of the region after an in depth strategic analysis, we decided to exit those markets. The impact on the group's attributable profit is [ of ] EUR 420 million, which have been fully offset by [ EUR 170 million ] of part of the provisions allocated to international risks as well as EUR 250 million in profit from the sale of energy -- renewable energy assets in 2019. And by deputies infrastructures earned EUR 613 million. That's 4.6% more than in 2018. And Abertis contribution to the group's net profit was of EUR 245 million. Industrial Services, EUR 350 million, up 7.8%. In services, net profit rising 3.3% to EUR 38 million. This excellent trend in our businesses in 2019 met strong cash flow generation. Specifically, our gross cash flow from operations before variations in working capital and operating investments was EUR 2.596 billion. Fluctuations in our operating working capital represented cash outflows of EUR 193 million, whilst the combination of operating investments and payment for operating leases was of EUR 1.045 billion, basically in mining, which are more capital-intensive activities. Therefore, our operating free cash flow was EUR 1.358 billion, EUR 975 million attributable to ACS after discounting the [ cash ] flows attributable to minorities in HOCHTIEF and CIMIC or 101% of our consolidated net profit. A significant part of these funds, EUR 1.054 billion, have been allocated to shareholder remuneration, of which EUR 285 million corresponding to the minority shareholders in HOCHTIEF and CIMIC. The group has also continued to invest in concession and PPP projects. Specifically, net financial investments and in projects during 2019 were EUR 619 million, essentially in renewable energy projects. Excellent trend in our cash flow generation has enabled us to keep our net debt at practically 0. In fact, ACS closed 2019 with a net financial debt of EUR 54 million, EUR 87 million in net cash if we exclude project finance. Also, ACS has a project backlog of EUR 77.756 billion backlog, which has been growing annually at over 7% since 2015. 86% of this backlog is in developed economies. Specifically, the U.S.'s backlog was of EUR 28.3 billion. That's up 17.6% with significant awards both for building and civil engineering projects. Our Australian backlog is at EUR 19.4 billion, that's up 7.7%. And our Spanish backlog is at EUR 7.5 billion. Amongst the different projects awarded in 2019, I would highlight the PPP Cross River Rail project, which is a 10-kilometer underground line in Brisbane, Queensland, Australia for EUR 1.683 billion; project for the extension of the tunnel on I-64 in the Hampton Roads area in Virginia, the U.S. for EUR 1.236 billion; the extension and improvement of Houston Station in order to adapt it to the new high-speed rail line in London in the U.K. for EUR 1.054 billion; the extension of the mining service contract for the Curragh Mine in Queensland, Australia for EUR 806 million; construction of a plant and a tunnel for the treatment of polluted wastewater in L.A. for EUR 558 million; extension improvements of the Monash Highway in the state of Victoria, Australia for [ EUR 548 million ]; the building of an automated logistics center accessory offices for Amazon in Seville, Spain for EUR 118 million. And as for renewable energy projects, I would highlight our floating marine wind farm in Kincardine with a nominal power of 50 megawatts in Aberdeen, Scotland for EUR 363 million; and 2 PV plants in Japan for EUR 76 million, amongst others. Let's talk about health and safety and our prevention culture which is the fundamental principle at ACS. It applies to all our activities and operations in all of our companies. For that purpose, we invested over EUR 150 million a year in training, protection measures and safety systems. Our accident rates show downward trends in all of our activity areas, as you can see in these curves. We deeply regret the deaths of 4 of our group's workers in 2019, and we would like to extend our deepest condolences to their families. I would also like to repeat our commitment to continue striving in order to prevent these sorts of fatal accidents. I'd like to say a few words about innovation. Our investment in innovation and digitization is key in order to reinforce and maintain our competitive strengths in an economy which is undergoing a deep technology transformation. In our sector, digitization enables us to improve the safety of our workers and also improve our own operating efficiency, minimizing the risks that are inherent to our activities. Currently, the group is involved in multiple innovation projects in different areas connected to infrastructures. In this context, I could mention Nexplore, which is our digital incubator and accelerator, which I announced last year. It's a digital platform that creates value from current technology, exploring how our business model will evolve in the future. Recently, we've added new research and innovation centers, new one in Hong Kong, and we will soon be opening another in Singapore. We've also opened technology innovation and research centers in cooperation with various prestigious universities and research institutions as well as with high-tech companies, centers that are developing new industry standards and optimizing construction processes using artificial intelligence, the Internet of Things, sensor technology and blockchain, to name just a few. Apart from Nexplore, we are developing other innovative applications in renewable energies, transport and energy storage as well as mobility, driven by the accelerated technology evolution that we are experiencing and the group's commitment in the fight against climate change. We're currently involved in over 80 R&D projects in the areas of mobility, sustainable energy and smart cities. We're also intensifying our use of building information modeling, or BIM, which we have been working with for years. And that's a process to generate and manage data for a building during its life cycle using dynamic modeling software, 3D, in realtime in order to save time and resources in its design and construction. And to finish, I'd like to say that it's still early to fully estimate the impact of the pandemic on our economies and societies, but I do want to repeat our confidence in ACS' future. We are not just leaders globally in the infrastructure sectors, as our Chairman has pointed out, but also with a backlog of over EUR 77 billion and our solid financial structure with practically 0 debt and a very solid liquidity position with over EUR 12 billion. But above all, of course, we count on the commitment, dedication and excellence of over 190,000 employees scattered all over the world who are the ones that make our group a global leader in infrastructure development. And with that, I would like to say goodbye to you until next year and hope to see you in person in our next Ordinary General Shareholders meeting. Thank you very much for your attention. On behalf of all our team at ACS, our very best to you and your loved ones.

Florentino Pérez Rodríguez

executive
#7

Thank you very much, Marcelino. Let me now ask the Secretary to read out the proposed resolutions that the Board is [ setting ] to this shareholders meeting for a decision to be taken on them.

José Luis Del Valle Pérez

executive
#8

Well, just as on earlier occasions of this meeting, of course, the proposals have be published on the CNMV's website or the company's website. I don't want to tie you by reading out at length the proposed resolution as they are quite long. I will just summarize them, and the first item to be approved, is approval of the financial statement and the application of the results. Item 2, the second proposal is the approval of the consolidated nonfinancial information statement for financial year 2019, including -- that is part of the management report, the consolidated report that has been distributed to -- the third proposal to the meeting is to approve the performance of the Board of Directors during financial 2019. The fourth, the reelection of Mr. Javier Echenique Landiribar, Mr. Mariano Hernández Herreros, both as just proprietary directors. And to establish a number of members of the Board of Directors, 16. Five, approval of the remuneration policy of the Board of Directors for the 2021-2023, 3-year period, because in 2020, the current policy expires. And so we are putting to the General Shareholders' Meeting to the shareholders for their approval the next 2021-2023 policy. Six, it's the annual report and directors remuneration corresponding to financial year 2019. That has been submitted to you, ladies and gentlemen, for an advisory vote. The following proposal 7 is detailed an amendment of the rules and procedures of the General Shareholders Meeting in order. We have members [ offers ] 1 and 2, 6 and 7. We have 10 and 11, 12, 13, 14. The suppression of 13 a new Article 16. Fifth, it will be modification of 15, 16, 17, 18, 19, 20, 21. And a corporation of new articles, 18 and 23. The 7.6 is the amendment of articles 26, 22, 23 and the approval of new articles 26, 7.7 is amendment of articles 25, 26, 28 29 and corporation of new articles 28, 29 and 33 and the deletion of the current data 24, 27 and 30. The item or proposed 7.8 is a corporation new Article 31 and 32 under a new title of 6. At 7.9 is the approval of consolidating as there are many amendments. Proposal 8, item 8 is, as we have done before, to submit to you a capital increase charge for [ each ] reserves and authorization of a capital reduction in the same amount in order to amortize the reserve. So that is the scrip dividend that the Chairman has already told you in his address so that you can choose the option of a cash dividend or a scrip dividend freely allocated. In fact, will be done exactly at the time. The system will be set up to execution processes. So one usually in July, and the second phase will be in 2021 Q1. Item 9, proposal 9 to authorize us to buyback treasury shares, rather, and to reduce our capital in order to amortize those treasury shares. Proposal 10 is the delegation to the Board of Directors of the power to increase the capital stock up to a maximum of 50% of the subscribed capital stock within the maximum period of 5 years and to agree to exclude the preemptive subscription rights to limit at 20% of the capital stock. That is as a consequence of the fact that the current power expires this [ financial year ]. 11 is the usual delegation of powers for entering into [ a signing ] agreements. The last proposal #12, acknowledgment of the member to rules and procedures of the Board of Directors, which has, of course, been made available to all shareholders' on the website. Now as indicated to me by the Chairman. And for the purposes of including the statement in the notary's proceeding of this meeting, I need to -- I want to tell you that ACS has continued to permanently update its Corporate Governance system. In this respect, in 2019, the Board of Directors revised its ACS and group divested policy and amended the rules of procedures of the Board to incorporate the principles of criteria of the basic ones of the Guide 3/2017 of CNMV on Audit Committees. Also, in the early months of 2020, the Board has amended its policy on communication contacts and involvement with the shareholders, institutional investors, asset managers, financial intermediaries and proxy advisers, to bring it into line with the basic principles of the EU Directive 2017/828 on the encouragement of long-term shareholder engagement, the Board has also amended its own rules and procedures to incorporate the basic principles of criteria of GAG 1/2019 of CNMV on the appointment of Remuneration Committee and modified the regulation and conduct of the stock market to make it to come into line with the procedures and communications were established recently by CNMV as well as certain provisions of the EU regulation 596/2014 on market views. And with regard to this GSM, we're presenting to you the proposal for the full review of the rules and procedures -- those regulations, I did summarize those changes for you, to be able to incorporate essentially, the basic principles of the Directive 2017/2028 on the encouragement of long-term shareholder engagement and certain aspects regarding good practices and good governance. We have made available to the shareholders with the publication of the call of the General Shareholder Meeting, the reports on how the appointments of Remuneration Committee operates as well as the report on the Audit Committee.

José Luis Del Valle Pérez

executive
#9

With regard to the questions, there have been no questions that have been come -- that are coming to us today. There was just one question in the electronic forum, which is a question and a word of thanks to -- from [indiscernible] to the Chairman. Good morning to the shareholders and Chairman. My name is [indiscernible]. He gives the [indiscernible] eventually documented 3 considerations. I want to [ of that ] because I was very familiar with him, and I would like to send my condolences for [indiscernible] very much linked to this company. The second comment is a comment about [indiscernible] to really get away from them because they will only hurt us. And the third remark is about the uncertainty with regard to the coronavirus COVID-19 SARS-Cov-2. I've seen that ACS is taking measures. I think they are absolutely right. But I am more worried about the impact when the pandemic comes to an end. What can ACS do to deal with the situation?

Florentino Pérez Rodríguez

executive
#10

Well, thank you very much, Mr. [indiscernible]. I got it to. And well, actually, I've really answered that question in my own speech. What we have been doing and how we've contributed over these months, I explained what we've been doing in the U.S. with record -- with hospitals that we've built -- field hospitals in record time, here, we've contributed to the FEMA field hospital. Clece has been doing everything humanly possible to intensify cleaning services in the hospitals they serve. And as for the future, as I have said, what are our strengths. Our strengths are very solid backlog. We have a very strong financial position and the corporate culture, which means that the 190,000 employees are really our greatest asset. So being geographically diversified as well as diversified in different sectors in the top markets in the world is also a source of confidence. As I said before, most of our projects are still ongoing. We might mention a few delays here and there, but it is really currently impossible to predict what the future of the pandemic will be, but at least we are definitely in a better position to face whatever future is ahead of us this year and to have a good year in spite of all the uncertainty in the current situation. But anyway, we are optimistic. As I said before, we're convinced that with everyone's help, this will end. And as for our own position in the countries where we operate and with the backlog we have and with the employees that we have, we feel very optimistic.

José Luis Del Valle Pérez

executive
#11

Okay. With your permission, Chairman, let me now -- well, let's take a few minutes so that we can be certain of the counting of the votes of the shareholders that are following this General Shareholders Meeting. And after a very few minutes, I'm sure we will read out the results of the votes. [Voting]

Florentino Pérez Rodríguez

executive
#12

We've been able to count all the votes that have been sent in remotely. So I will now read out the propositions and the votes that have been received now as well as especially the votes that have been sent beforehand for the proxy cards and the attendance cards. The first item, the approval of the annual accounts with 2 subitems, approval of the following reports to the application of results from corresponding statements and with the votes in favor, against and the abstentions, it has been approved. Second, 1.2 is the application of results and also given all the votes that have been received in favor, against the abstentions, also approved by a majority of the vote. Next, Item 2, the approval of the consolidated nonfinancial information statement, which has also been approved by a majority of the votes. Now that we've counted all votes for, against and the abstentions; 3, approval of the performance of the Board of Directors, also approved by a majority of the vote. Four, election of Director of the company and the establishment of a number of members of the Board. Point 4, Point 3, also approved by a majority. The reelection. First of Mr. Javier Echenique Landiribar, also approved by a majority of the vote and the reelection of Mr. Mariano Hernández Herreros, who's also been approved. Article 5 has to do with the approval of the remuneration policy for the Board of Directors for the 3-year period '21-'23, also after counting the votes, approved. Six, approval of the remuneration report of the Board of Directors, that's also majority vote, although it's only a consultative vote. Point 7, which is about the regulations for General Shareholders' Meeting with several subitems. Subitem 1, verification of Article 1 and 2, approved. Subarticle 2, Articles 5, 6 and 7, chapter 1, also proved. Three, modification of Articles 8, 9 and 3, chapters 1 and 2, which also is approved by the majority. The amendment of articles 11, 12 and 14, deletion of Article 13 and incorporation of new Article 16, also approved by a majority vote. 7.5, amendment of Articles 15, 16, 17, 18, 19, 20 and 21 incorporation of new Articles 18 and 23 also approved. 7.6 of this Item 7, amendment of Articles 22 and 23 and incorporation of new Article 26 also approved. 7.7, amendment of Articles 25, 26, 28, 29, incorporation of new Article 28, 29, 33 and deletion of current Articles 24, 27 and 30, also approved. 7.8, incorporation of new Articles 31 and 32. [ Continue ] Title VI also approved. And 7.9, approval of the consolidated global [ text ] given the many amendments, that have been approved. Also itself approved. Item 8, capital increase and authorization or capital reduction, same amount. That's the authorization for the scrip dividend, which we apply every year. After counting the votes for, against and the abstentions, also approved. Item 9, authorization to buy back treasury shares or for a capital reduction. So we're talking about treasury shares, also approved. Item 10, delegation on the Board of Directors for power to increase capital for up to 50% of the current subscribed capital for a period of 5 years to exclude preemptive subscription rights up to a limit of 20%, also approved. 11, we always have ligation of powers for the entering into and signing of agreements, also approved. And finally, just for your information, the acknowledgment of the amendment of the rules procedure of the Board of Directors, which does not require a vote. And so all the items have now been approved. Okay. So with that, all the proposed resolutions have been approved. And following the notary's indications, I'd like to inform you that if you have anything to say with respect to these results or if you are opposed to any of these proposed resolutions, you should do so through the link Remote Attendance, so that it can be reflected in the minutes. And with that -- oh, I'm going to give the floor to the Secretary for...

José Luis Del Valle Pérez

executive
#13

Yes, it's purely formal announcement since we have reelected 2 independent directors. One is Mr. Mariano Hernández Herreros and the other one is Mr. Javier Echenique Landiribar, and they are attending this General Shareholders' Meeting remotely. And you can see them now on the screen. I'd like to ask Mr. Javier Echenique Landiribar to say whether he accepts this appointment and whether there's any incompatibility that might prevent him from accepting this position?

José Javier Echenique Landiribar

executive
#14

Yes, I do accept the appointment. And no, there are no incompatibilities. Thank you.

José Luis Del Valle Pérez

executive
#15

Right. Same question for Mr. Mariano Hernández Herreros? Do you accept your appointment? And are there any incompatibilities that might prevent you from accepting?

Mariano Hernández Herreros

executive
#16

Yes, I do accept the appointment. And no, there are no incompatibilities.

Florentino Pérez Rodríguez

executive
#17

Well, thank you very much. Duly reflected by the notary in the minutes. Okay. Then with that, after having discussed and voted on the proposed resolutions on the agenda of this General Shareholders' Meeting, I'd like to thank you once again for attending this General Shareholders' Meeting and for the trust that you have placed in as Board of Directors. And with that, I will close the session. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

This call discussed

For developers and AI pipelines

Programmatic access to ACS, Actividades de Construcción y Servicios, S.A. earnings transcripts and 32,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.