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Annual Report Annual Report Annual Report Annual Report CONFIDENCE IN BRAZIL Board of Directors Name Position Date of Election Eduardo Borges Andrade Chairman of the Board 6/7/00 Luis Fernando Souza Villar Vice Chairman 6/7/00 Amin Farid Safatle Director 6/7/00 Fernando Márcio Queiroz Director 7/4/01 João Pedro Ribeiro de Azevedo Coutinho Director 6/20/01 Julio César Borges Director 1/17/02 Manoel Ailton Soares dos Reis Director 6/7/00 Paulo de Tarso de Camargo Opice Director 6/7/00 Ricardo Bisordi de Oliveira Lima Director 6/7/00 Ricardo Coutinho de Sena Director 7/31/01 Vitor Paulo Saltão da Silva Director 6/20/01 Executive Board Name Age Position End of Mandate Renato Alves Vale 53 CEO 2002 Former CEO of AutoBAn and Engineering Director at NovaDutra. Before starting to work in the highway concessions business in 1995, Mr. Vale held several administrative positions at big national construction companies. He holds a degree in civil engineering from the Federal University of Minas Gerais. Antonio Linhares da Cunha 43 Director of Business 2002 For ten years, Mr. da Cunha worked with the developing concession and Technology business and groups of Andrade Gutierrez. Prior to that, he worked Development for ten years in national construction companies. He holds a civil engineering degree from the Federal University of Minas Gerais. Líbano Miranda Barroso 37 Chief Financial Officer 2002 From 1997 to 2000, a member of the project finance group of and Investor Relations Andrade Gutierrez. Mr. Barroso worked in the financial markets for Director over 17 years at Banco Safra, Banco Nacional and Banco Real. He holds a degree in economics from the Federal University of Minas Gerais and also an Executive MBA in Finance from the Brazilian Institute of Capital Markets (IBMEC). Mr. Barroso also holds a post- graduate degree in business law from the Fundação Getúlio Vargas. Manuel Eduardo Henriques de Andrade Lamego 45 Chief Operations Officer 2002 Mr. Lamego was previously the head of the department of corporate planning studies at Brisa Auto-estradas de Portugal S.A., beginning in 1988. Prior to that, he worked in the department of corporate and planning studies of Centralcer (Portugal) from 1984 to 1987 and, from 1981 to 1984, in the Central Planning Department of the Portuguese Ministry for Planning. He holds a degree in economics from the Instituto Superior de Economia, in Lisbon. Massami Uyeda Junior 32 Director of Legal Affairs 2002 Mr. Uyeda previously worked for the law office firm of Clifford Chance in New York for one year, and, in Brazil, worked for seven years, as an internal lawyer in Brazil for the Companhia Brasileira de Projetos e Obras (CBPO), a construction company belonging to the Odebrecht group. He holds a degree in law from the University of São Paulo and in business administration from the Fundação Getúlio Vargas. Rui de Souza Oliveira 59 Director of Planning 2002 Former planning and control director of Camargo Corrêa. Previously and Control held several positions within the Camargo Corrêa group, where he worked for 35 years. He has degrees in civil engineering from the University of São Paulo and Stanford University. Index Letter to Shareholders 13 Overview of the Toll-Road Sector in Brazil 16 CCR’s Strategy 18 The Macro-economic Scenario in Brazil 22 Corporate Governance Framework 24 CCR’s Five Toll-Road Concessions 29 Management’s Analysis of Results for Fiscal Year 2001 41 Social and Environmental Report 52 Acknowledgements 56 Financial Statements (Brazilian Corporate Law) 59 Investor Information 84 Financial Statements (U.S. GAAP) see appendix Company Profile Companhia de Concessões Rodoviárias (CCR) was incorporated in September 1998 by the common partners of the consortiums that won the concessions to operate the federal and state highway concessions for AutoBAn, NovaDutra, Rodonorte, Ponte Rio-Niterói and Via Lagos. The objective of consolidating these assets into CCR was to develop a centralized portfolio management strategy that would open the way to better operational practices, reduce risks, capture synergies, create value for shareholders and efficiently access the capital markets, which is an important alternative source of financing in the infrastructure business. CCR is currently the largest holding company for highway concessions in Brazil and the entire Latin America as well as one of the top in the world. In Brazil, the company manages nearly 1,300 kilometers of highway concessions with remaining terms ranging from 13 to 20 year, representing in 2001 14% of the length and 31% of the revenues of highways under concession 1 in the country. CCR was the first company to list on the New Market (Novo Mercado) of the São Paulo Stock Exchange (Bovespa), with an initial public offering of 16,963,601 common shares, or 20% of the company’s registered capital. The company’s shares started trading on February 1, 2002, under the stock symbol CCRO3. The offering of CCR’s only class of shares exceeded the issuer commitments set forth by the New Market and insured proper rights and representation to the new shareholders through a uniquely advanced corporate governance framework, which was previously unheard of in the Brazilian capital markets. (1) Source: Brazilian Association of Highway Concessionaires (ABCR), 2000 Corporate Structure CCR’s five concessions are currently managed by special purpose vehicles. CCR also holds shares in Parques, a limited liability company that provides services. ANDRADE CAMARGO 2 GUTIERREZ BRISA CORRÊA ODEBRECHT SERVENG SVE OUTROS 16% 17% 17% 17% 12% 5% 16% NEW RELATED CONCESSIONS CONCESSIONS BUSINESS AUTOBAN NOVADUTRA RODONORTE PONTE VIA LAGOS PARQUES NOVOS 100% 100% 74%1 100% 100% SERVIÇOS NEGÓCIOS 74%1 1. Remaining 26% belongs to local partners 2. 51% Brazilian investors; 39% North American investors and 10% European investors Financial Highlights (information according to Brazilian Corporate Law) 900 870.3 CAGR Net Income = 27.1% 800 CAGR EBITDA = 24.0% CAGR Cash Earnings = 21.4% 700 698.5 600 590.8 545.0 500 417.9 400 372.4 354.4 300 281.4 230.4 200 100 0 (R$ million) 1999 2000 2001 Cash Earnings EBITDA Net Revenue CAGR = compounded average growth rate EBITDA = earnings before interest, tax, depreciation and amortization Equivalent Vehicles 250 CAGR = 6.0% 223.4 198.9 200 197.1 150 100 50 Equivalent vehicles are light vehicles, such as passenger cars, with two axles. Heavy vehicles, such as trucks and buses are converted into 0 equivalent vehicles by a multiplier applied to the (million) 1999 2000 2001 number of axles of the vehicle. 10 | Annual Report 2001 80 70 60.0 59.8 62.6 60 50 42.8 39.0 40.3 40 33.6 30 26.8 24.6 20 10 0 (%) 1999 2000 2001 Operating Profit Margin Cash Earnings Margin EBITDA Margin On December 31, 2001, CCR had 1,714 full-time employees, of whom 21 were employed by the holding company and the rest at the concessionaires. Employees per Category 1999 2000 2001 Administration 339 412 383 Operations 1,304 946 1,269 Maintenance 75 84 62 Total CCR 1,718 1,442 1,714 CCR Companhia de Concessões Rodoviárias | 11 Letter to Shareholders The year 2001 was particularly rewarding for CCR. Our five concessionaires surpassed our own expectations in terms of financial results and the progress made in modernizing our capital structure. Despite the countless challenges encountered during the years and that impacted us directly and indirectly, the determination and persistence of our management team and all employees allowed us to achieve important results. For the year, we posted consolidated revenues of R$931.7 million, reflecting a year-over-year increase of 25.5% that results in a compounded annual growth rate of 23.3% for the three years from 1999 to 2001. At the same time, operating costs for the year grew year-over-year at a lower rate (14.0%) than revenues. Consolidated EBITDA for the year rose to R$545 million, up by 30.4% over 2000, resulting in a compounded annual growth rate of 24.0% for the 1999 – 2001 period. EBITDA margin for the period was a record 62.6%, reflecting our efforts to reduce operating costs. During the year, we invested a total of R$511.9 million, or 10.1% more than in 2000. During the past six years, we invested over R$2 billion in our five highway concessionaires, of which the company’s shareholders had contributed over R$450 million through December 2001. As a provider of a public service, we are aware of our social responsibilities. Thus, we work to continuously improve our highway network to exceed the expectations of users in terms of comfort and safety. With respect to this, we are particularly proud of two statistics: the 24.8% decline registered between 1999 to 2001 in the number of deaths on the highways that we manage, and a significant reduction in the number of assistance calls handled. We are also sponsors to several social and educational programs tailored for the users of our highways and the communities of the areas surrounding our concessions. Additionally, the preservation of the environment is a constant concern in everything that we do. From a corporate point of view, the advances were even more significant. Immediately after our incorporation in September 1998, we started taking all the necessary steps to one day become a publicly traded company. One of these steps was the acquisition in January 2001 of 20% of our capital by Brisa Auto-estradas de Portugal S.A., the largest Iberian highway operator. This was a very important event for our company because Brisa contributes important operating experience acquired in nearly three decades of managing highways in Europe.
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