corporate governance
Transcripción
corporate governance
123456 7/8/03 09:54 Página 1 ANNUAL REPORT 2002 INDEX Letter from the Chairman 03 Corporate Governance 07 Approval of Proposals by the Board of Directors 13 Financial Information 17 Auditor’s Report 25 Industrial Activity and Strategies 29 Corporate Structure 44 Activities of the Business Lines 47 Directory 75 123456 7/8/03 09:54 Página 2 123456 7/8/03 09:54 Página 3 LETTER FROM THE CHAIRMAN Dear Shareholders: As Chairman of Duro Felguera it is a great satisfaction for me to appear before you once again to inform you of the company’s results, the most relevant events of the last financial year and the outlook for the future. Firstly, I would like to point out that the favourable effects of having implemented the 20022004 Strategy Scheme have already started to show. Consequently, the company’s core business has been perfectly defined and this has allowed us to: · Mantain and improve our business turnover. · Reinforce our technological alliances. · Re-order the markets in cooperation with other relevant companies. · Optimise our resources by improving the professional, financial and industrial profile of Duro Felguera, all of which places us at the third stage of planned development, already announced in my letter to you in last year’s Annual Report. 2002 YEARLY RESULTS Having said this and as all of you have been able to verify by the documentation handed to you at the start of this meeting as well as by the information made public by the company over the last months, the results of Duro Felguera during the last financial year, although not optimum, may be qualified as reasonably favourable given the special developments of the markets where the company is present. Consolidated profits have risen by 7% with respect to the previous financial year. The most significant increase has been made by the Parent Company, which more than triples last year’s results. This great difference is due to the fact that a large portion of business undertaken by companies which make up the group, is now concentrated in the Parent Company. It is equally important to note that general business has experienced a growth of 179%, rising from 4.4 million euros in 2001 to 12.3 million in 2002. ORDER INTAKE & BACKLOG Possibly the most outstanding aspect of Duro Felguera over the last year has been the great increase registered in orders, showing a growth of 66% with respect to the previous year. It is also noteworthy that at last year’s closure, orders to the amount of 430 million euros were expected in comparison to the previous year’s 303 million euros; an overall increase of 42%. Apart from the importance of this rise, the previously mentioned 430 million euros assure not only the company’s activities over a continuous period of time, but are also a favourable reflection on the profit and loss accounts. All Duro Felguera subsidiaries that have reached business expectations and results foreseen in the Strategy Scheme, as gathered in their respective accounts, contribute to the Profit and Loss Account except those who are still in an adaptation phase. The subsidiary Duro Felguera, S.A. de C.V. in Mexico and its engineering subsidiary Pycorsa have begun to make a profit, if modestly. Over 2002, order intake has been orientated in favour of the domestic market mainly due to the fact that better business opportunities have been appraised and as a consequence of the contracts that have been awarded and their proximity to production centres, streamlining costs more effectively. All of this can be observed in greater detail throughout this report. The fact that an increase in orders has been maintained during 2002 is especially significant bearing in mind the enormous difficulties that the international markets have gone through, in a climate of industrial, financial and political uncertainty. 3 123456 7/8/03 09:54 Página 4 LEADERS IN TURNKEY PROJECTS You will remember that during our previous meeting we insisted that our strategy was to make Duro Felguera a company focused towards turnkey projects and that it should have its own technology or technology in consortium with others. Well, our primary aspirations have come true during 2002: Duro Felguera has become a leader in turnkey industrial projects. Among our principal successes is having become the first Spanish company in history to be awarded, as Main Contractor, the construction and commissioning of two gas combined cycle power generation plants for our client Endesa, namely Son Reus II and Barranco de Tirajana. Having achieved this objective drives us even more to double our efforts for the future. STRATEGIC ALLIANCES Last year when we talked about our own technology or technology in consortium with others, we referred, in the latter supposition, to the procedure by means of which to acquire this technology, by securing alliances with the most appropriate technological partners in each case. But, this would always be based on the fact that the Duro Felguera name should be sufficiently attractive to the large multinationals in possession of the technology. Well, the solid performance of Duro Felguera in years past and confirmed throughout 2002, has allowed us to further increase our prestige in the capital goods sector and to consolidate our strategy. We are present in each of the business sectors where the Company carries out its purpose backed by stable, long-term alliances with large multinationals thereby complementing our strengths. This has been applied with great success till now and we will continue to do so in the future. In previous General Meetings I have informed you of the various agreements signed with international and foremost companies in the power generation sector where Duro Felguera is at the forefront. During this fiscal year we have added another technological alliance. This was signed with the English construction company Balfour Beatty to develop high-speed railway track components. In addition, a joint venture has been set up with the prestigious Japanese industrial group Mitsubishi Heavy Industries to undertake joint ventures in Europe. This is the first time that the Japanese company creates a joint venture in Europe to open up new markets. Although initially this enterprise is foreseen to market, design and manufacture tunnel boring machines, it will later extend its activities, employing other commercially viable technologies developed by the Japanese multinational in Europe and South America. It is thanks to these agreements that Duro Felguera has taken a step forward into the infrastructure sector. The alliances with important Mexican partners aimed at strengthening activities in the petrochemical engineering sector are also worth noting. A majority share in the engineering company Pycorsa has meant a significant entrance into the Mexican Oil industry. A major qualitative leap forward has also been made into the of Petrochemical Product Storage sector, which is carried out by Felguera-IHI. This advance opens up improved perspectives for the future in this field. Without having to abandon its traditional role of construction and engineering, Felguera-IHI has evolved towards crude storage management as logistical operator. In addition, the significant achievements in construction of cryogenic storage tanks have consolidated Duro Felguera’s position in the regasification of increasingly demanded liquid gas. It is a great pride for us that top international companies accept alliances with Duro Felguera to further penetrate into various markets. Even more so when you consider that these alliances are established without any significant limits for business expansion. These important developments go to fulfil one of Duro Felguera’s needs and apparent weaknesses, interpreted by some analysts as being the possible lack of technology in the Company. As I already informed you in my previous letter, at last year’s closure the needs expressed in the Company’s Strategy Scheme to reinforce engineering and manufacturing capacity of capital goods and turnkey plants have been covered. Duro Felguera is currently focused towards power systems, petrochemical, infrastructure, engineering, erection and start-up of industrial installations. 4 123456 7/8/03 09:54 Página 5 | LETTER FROM THE CHAIRMAN INVESTMENTS Another major objective for Duro Felguera during 2002 was to pay particular attention to its tangible assets, in order to maintain the highest quality and to assure delivery schedules whilst at the same time optimising production costs and results of the multiple business units. Therefore, in order to improve productivity more than 5 million euros have been invested in modernising machinery, work centres and environments of various industrial and administrative installations in the certainty that this initiative will favour Duro Felguera’s competitiveness. Attention has also been focused on the corporate Image. Significant financial resources have been allocated to increase communication capacity, to make Duro Felguera known both internally and externally among clients, suppliers, and shareholders, to institutions of all kinds and the social setting where the Company carries out its activities. The magnificent opportunities that Internet has to offer have been acknowledged as one of the methods to achieve this objective. The permanently updated Duro Felguera website contains information considered of general interest and is available to the shareholders and to anybody that wishes to make us a virtual visit. At the same time, the Shareholders Bulletin hosted on the website is updated every three months. This substitutes the traditional hardcopy format and includes a summary of the mandatory report that is periodically sent to the Comisión Nacional del Mercado de Valores (CNMV). HUMAN RESOURCES In the Company’s Human Resources area the process to optimise resources has continued. This has been developed in the usual climate of understanding and good relations with the only exception of the conflicts which arose just before the union elections at Felguera Calderería Pesada and Felguera Calderería Pesada Servicios causing some tension, though this has gradually eased. The Training schemes, which have been of such success to Duro Felguera have continued. These have included both occupational and continuous training and are being developed in cooperation with the National Institute for Employment (Instituto Nacional de Empleo), taking place at Duro Felguera Training Centres. Different types of professional courses are offered geared to the needs of the Company’s activities. Trained personnel have been taken on in the various workshops and departments of the Company and its subsidiaries. We are also pleased to inform you that last 25 September, in a letter to the United Nations Secretary General, Kofi Annan, Duro Felguera expressed its deep interest in adopting, supporting and promoting within its area of influence the fundamental values in the fields of Human Rights, Labour Relations and respect for the Environment sponsored by the Global Compact. Duro Felguera has expressed a wish to include the commitment in its objectives to comply faithfully with the nine Fundamental Principles on which the Global Compact stands. The necessary internal measures will be taken to carry this out. GOOD GOVERNANCE The incorporation of Duro Felguera shareholders onto the Board of Directors representing major companies from diverse sectors within Asturias has aided certain business transactions affording successful cooperation from these incorporations. Following the Code of Good Governance these transactions have been checked and approved by the Board without intervention of the interested parties. Actions taken in these types of operations are already regulated in the Board’s Rules of Conduct to ensure greater transparency of information throughout Duro Felguera’s activities. I would also like to refer to Duro Felguera’s constant concern in responding to the demands of industrial modernity as well as adapting to the business environment where its activities take place. The study to update the Code of Good Governance, which been in force in Duro Felguera since 2000 started in 2002. The Board of Directors Advisory, Audit and Strategy Committees were set up in the year 2000. It is in this manner that Duro Felguera was one step ahead of what today is a reality and, in some cases, legally mandatory for companies whose shares are traded on the stock markets, as is our case. 5 123456 7/8/03 09:54 Página 6 Subsequently, when the Finance Act (Ley Financiera) of November 2002 came into force, Duro Felguera already had an Audit Committee with its own rules of governance. It is foreseen that in 2003 the study will continue so that the Board may approve the updated Code of Governance. In addition, Corporate Management Procedures regulating the Company’s Governing Bodies are to be established, adapted to the obligations and recommendations of the European Community Directives that are or will come into force, as well as the already mentioned Finance Act and other legal requirements within Spanish legislation. POST FINANCIAL CLOSURE EVENTS Even though these events occurred after the year’s financial closure, they commenced before it finalised. It is necessary to refer to the call received from the Sociedad Estatal de Participaciones Industriales (SEPI) in which Duro Felguera was requested to study the possibility of acquiring shares in Babcock Borsig España, S.A., a company resulting as the product of the privatisation process of Babcock Wilcox Española, S.A. During this process, a confidentiality agreement was subscribed to whilst looking into this possibility and the examining the documentation required to come to a decision. It is public knowledge that once this documentation was examined and the circumstances surrounding the process were taken into account, Duro Felguera’s Board of Directors desisted from acquiring the previously mentioned shares. We have come a long way since 1994, when I first had the honour of presiding over the Board of Directors of this great Company. There have been several obstacles, some of them quite large. We can now see that the strategic objectives we had at the time were sound, and I am pleased to say that they have been met in their totality. As a consequence, we look to the future with optimism; aware of the efforts that have to be made, but convinced that the Company’s team of people and our approach to the business will bear the fruits that our Shareholders expect. I would like to take this opportunity in addressing you, the Shareholders, to convey our utmost appreciation for placing your trust on this Board of Directors and its Chairman. To end, I wish to transmit our optimism for the Company’s future, the Shareholders and Personnel, as well as our commitment to make every effort and sacrifice to achieve our greatest expectations for the future. Many thanks to you all. Ramón Colao Caicoya CHAIRMAN 6 123456 7/8/03 09:54 Página 7 CORPORATE GOVERNANCE 123456 7/8/03 09:54 Página 8 CORPORATE GOVERNANCE Duro Felguera, S.A. was set up for an indefinite period of time on 22 April 1900 under the name of Sociedad Metalúrgica Duro Felguera, S.A. On 25th July 1991 the company changed its name Grupo Duro Felguera, S.A. and on 26th April 2001 it subsequently adopted its current name, DURO FELGUERA, S.A. To sum up, the Company’s corporate purpose is to carry out engineering activities, construction, manufacturing, erection and assembly in the steelworks, boilermaking, smelting and capital goods areas and to construct Industrial Plants awarded on a turnkey basis, as well as provide services, market and create industrial, commercial and service companies. It may also acquire and hold fixed or variable income securities. In 1991 Duro Felguera, S.A. completed the process of transforming the various divisions via which it carried out the company’s multiple business activities into legally independent companies, reordering the human, material and financial resources of the Industrial Group. The company structure has currently been reorganised establishing an organisation chart divided into the different lines of business, illustrated in the chart on pages 44 and 45 of this report under the heading “Corporate Structure”. The most important Lines of Business are constituted by: the Power Systems Line operating as Duro Felguera, S.A. under the umbrella of the Parent Company; Duro Felguera Plantas Industriales, S.A., Duro Felguera Equipos y Montajes, S.A., both of which have the same Board of Directors as the Parent Company; the Mining and Handling Line and the Storage Line. As it has always done, the Parent Company continues to coordinate and support the financial activities of its subsidiaries both in their relationships with the credit entities and in centralising the treasury of all the subsidiaries. This report includes data relative to the consolidated group, providing a breakdown of business and information on the companies that go to make up the group as well. Duro Felguera, S.A shareholders’ equity as at 31 December 2002 consisted of 14.877.421 fully subscribed and paid registered shares represented by account entries, each with a par value of three euros. All the shares are listed on the Madrid, Barcelona and Bilbao stock exchanges and carry the same voting and dividend rights. As at 31 December 2002, according to the data submitted to the Comisión Nacional del Mercado de Valores (CNMV), the following parties hold a substantial interest of 3% or more in the Company shareholders’ equity: TSK, Electrónica y Electricidad, S.A. IMASA, Ingeniería Montajes y Construcciones, S.A. Duro Felguera, S.A., management holding tied shares Cartera de Inversiones MELCA Morgan Stanley International Caja de Asturias 15.87% 9.53% 5.66% 5.00% 5.00% 5.00% The rest of the Company’s share interests are less significant being lower than 3%, and of which there is no real reference until the Annual General Meeting takes place, the shareholders being the Company’s ultimate governing body. 8 123456 7/8/03 09:54 Página 9 | CORPORATE GOVERNANCE | BOARD OF DIRECTORS (From left to right) Standing Mr. Juan Carlos Torres Inclán, Mr. Marcos Antuña Egocheaga, Mr. José Manuel Agüera Sirgo, Mr. Guillermo Quirós Pintado, Mr. Gonzalo Álvarez Arrojo, Mr. José Manuel Cuesta Viña, Mr. Acacio Rodríguez García Seated Mr. Sabino García Vallina, Mr. Saturnino Martínez Zapico, Mr. Florentino Fernández del Valle, Mr. Ramón Colao Caicoya, Mr. Tomás Casado Martínez, Mr. José Luis García Arias A representative from each of the previously mentioned substantial shareholding interests is a member of the Company’s Board of Directors, and thus TSK Electrónica y Electricidad, S.A., is represented on the Board as well as PHB Weserhütte, S.A., being a company controlled by the former. In the same manner IMASA, Ingeniería Montajes y Construcciones, S.A. is Board member of the company and Proyectos Modulares PMP, S.A., company controlled by the former. Also making up the Board are Inversiones EL Piles, S.L. represented by Mr José Luis García Arias. Mr. Juan Carlos Torres Inclán and Mr. José Manuel Cuesta Viña are members of the group of management holding tied shares. Mr. Ramón Colao Caicoya Chairman Mr. Florentino Fernández del Valle Director. General Manager Mr. José Manuel Cuesta Viña Director Mr. Juan Carlos Torres Inclán Director Mr. Marcos Antuña Egocheaga Director IMASA, Ingeniería Montajes y Construcciones, S.A. Director. Represented by Mr. Saturnino Martínez Zapico PROYECTOS MODULARES, PMP, S.A. Director. Represented by Mr. Tomás Casado Martínez T.S.K. Electrónica y Electricidad, S.A. Director. Represented by Mr. Sabino García Vallina P.H.B. Weserhütte, S.A. Director. Represented by Mr. Acacio Rodríguez García Mr. José Luis García Arias Director INVERSIONES EL PILES, S.L. Director. Represented by Mr. Gonzalo Álvarez Arrojo Mr. José Manuel Agüera Sirgo Director Mr. Guillermo Quirós Pintado Secretary (Non Director) Mr. Secundino Felgueroso Fuentes Assistant Secretary (Non Director) Mr. Agustín Tomé Fernández Legal Advisor The Board of Directors, in accordance with its regulations, met once a month last year except during the month of August when it does not usually meet, and twice in February to examine and approve the interim accounts and the current year’s budget. A further five meetings have also been held to deal with urgent matters. 9 123456 7/8/03 09:54 Página 10 CORPORATE GOVERNANCE RULES Since February 1999 Duro Felguera, S.A. has an Internal Code of Good Governance which was drawn up to comply with Article 1 of Royal Decree 629/1993 dated 3 May and with the Comisión Nacional del Mercado de Valores (CNMV) Circulars 12/1998 and 14/1998, relative to management criteria of treasury stock on the market and to Relevant Events, and to its communication to the CNMV and the market. The Company adopted a series of Procedures in February 2000, laid out in the Board’s declaration of acceptance, stating its intention to establish and regulate good corporate management to adapt to market demands which it started with the creation of three Committees. The Committees that were set up and their respective members are as follows: | BOARD COMMITTEES Audit Committee Mr. Ramón Colao Caicoya INVERSIONES EL PILES, S.L. Mr. José Manuel Agüera Sirgo Mr. Secundino Felgueroso Fuentes Chairman Member. Represented by Mr. Gonzalo Álvarez Arrojo Member Secretary Strategy Committee Mr. Marcos Antuña Egocheaga Mr. Florentino Fernández del Valle Mr. Juan Carlos Torres Inclán Mr. José Luis García Arias IMASA, Ingeniería Montajes y Construcciones, S.A. P.H.B. Weserhütte, S.A. Mr. Secundino Felgueroso Fuentes Chairman Member Member Member Member. Represented by Mr. Saturnino Martínez Zapico Member. Represented by Mr. Acacio Rodríguez García Secretary Advisory Committee Mr. Florentino Fernández del Valle T.S.K. Electrónica y Electricidad, S.A. Mr. José Manuel Cuesta Viña Mr. José Luis García Arias IMASA, Ingeniería Montajes y Construcciones, S.A. Mr. Guillermo Quirós Pintado Chairman Member. Represented by Mr. Sabino García Vallina Member Member Member. Represented by Mr. Saturnino Martínez Zapico Secretary All of the Board Committees met periodically throughout 2002. A Committee meeting was held every month last year and there were some months when several meetings took place. In line with Law 44/2002 of 22 November 2002, the Board of Directors has started to update the good corporate governance procedures, which are also to include Internal Code of Governance to regulate the financial relations between the company and some of the shareholders who are present on the Board. On the same vein, it also intends to commit itself to updating these Internal Codes and to inform those who are a part of the company’s organisation of their content. In addition, the Board also wishes to propose, for approval in the Annual General Meeting of Shareholders, a modification to be incorporated in the Company’s statutes, i.e. the existence of an Audit Committee. Also to be approved are the updated Code of Governance. 10 123456 7/8/03 09:54 Página 11 | CORPORATE GOVERNANCE | REMUNERATION OF BOARD MEMBERS Each of the Board directors receives 601 euros before taxes for expenses to attend the meetings held by the Board. Once a year and after the company’s accounts have been approved, each director receives a statutory remuneration, which in 2002 reached the sum of 14,664.70 euros before taxes. The company’s financial report shows the sum of what each of the directors actually received for all concepts. In compliance with legal requirements, remuneration of the Chairman and three of the Board directors, who are in turn employed by the Company, has also been included. Consequently, the financial report shows a total amount received by the Board directors of 1,016,368 euros before taxes by the end of the financial year. | ECONOMIC RELATIONS WITH THE SHAREHOLDERS PRESENT IN THE COMPANY BOARD In 2002 certain Shareholders conducted business transactions with Duro Felguera, S.A., which were considered of mutual benefit. The Board examined these operations and once they were proved to be licit, that they did not go against Duro Felguera’s or the Shareholders’ interests but were in fact of real benefit to the Company, they were approved. The business operations mentioned above in 2002 were as follows: COMPANY TSK, Electrónica y Electricidad, S.A. P.H.B. Weserhütte, S.A. ARS, S.A. ARSIDE, C.M. IMASA, Ingeniería Montajes y Construcción, S.A. AMOUNT IN EUROS 8,577,313.64 201,000.00 12,146.34 750,438.90 3,423,256.10 | AUDITORS AND THEIR REMUNERATION The Company’s accounts were audited in 2002 by Pricewaterhouse Coopers, Auditores, S.L., who were appointed in the Annual General Meeting held on 19 June 2002. Auditors Remuneration: During 2002 the auditors received a total amount of 188.800 euros for their work. Said amount is broken down as follows: Audit of Duro Felguera, S.A. & consolidated group Advisory services to Finance Management, daily allowance & travel expenses Audit of Subsidiaries’ accounts 37,576 euros 30,800 euros 120,424 euros | COST OF ORGANISING THE ANNUAL GENERAL MEETING The Annual General Meeting was published in the Official Bulletin of the Register of Companies (Boletín Oficial del Registro Mercantil) and in the Asturias newspapers; La Nueva España, La Voz de Asturias and El Comercio, as well as in the national, financial daily, Expansión. Costs for publishing the announcement came to 16,054.26 euros. The hire cost of the auditorium to hold the meeting, audiovisual means, the installations required as well as the attentions bestowed on the Shareholders that attended the meeting came to a total of 20,865.40 euros. 11 123456 7/8/03 09:54 Página 12 Within the Company’s good corporate management procedures, the creation of a series of work committees was agreed. These have several goals and have been especially active throughout 2002. The members of each work committee are shown below. Management Committe Mr. Florentino Fernández del Valle Mr. Mariano Blanc Díaz Mr. Eduardo del Valle Dago Mr. Javier González Canga Mr. Guillermo Quirós Pintado Mr. José Manuel Cuesta Viña Mr. Pedro García Fernández Mr. Félix García Valdés Mr. Juan Carlos Torres Inclán Mr. Antonio Martínez Acebal Mr. Ángel Peña Menéndez Mr. Gaspar Antuña Suárez Director. General Manager Finance Manager Organisation & Human Resources Manager Development & Marketing Manager General Secretary and Legal Manager Duro Felguera Plantas Industriales, S.A. General Manager Duro Felguera Equipos y Montajes, S.A. General Manager Mining and Handling General Manager Power Systems General Manager Chief Executive Officer Felguera – I.H.I., S.A. Duro Felguera México, S.A. de C.V. General Manager Management Control Manager Image Committee Mr. Florentino Fernández del Valle Mr. Eduardo del Valle Dago Mr. Javier González Canga Mr. Guillermo Quirós Pintado Mr. Joaquín Olay Rodríguez Mr. Jaime de Pablo Torrente Director. General Manager Organisation & Human Resources Manager Development & Marketing Manager General Secretary and Legal Manager Equity Manager Advisor- Dos Folios y Medio, S.A. Risk Committee Mr. Florentino Fernández del Valle Mr. Gaspar Antuña Suárez Mr. Mariano Blanc Díaz Mr. Javier González Canga Mr. Guillermo Quirós Pintado Director. General Manager Management Control Manager Finance Manager Development & Marketing Manager General Secretary and Legal Manager Project Management Control Committee Mr. Florentino Fernández del Valle Mr. Gaspar Antuña Suárez Mr. Mariano Blanc Díaz Mr. Guillermo Quirós Pintado 12 Director. General Manager Management Control Manager Finance Manager General Secretary and Legal Manager 123456 7/8/03 09:54 Página 13 APPROVAL OF PROPOSALS BY THE BOARD OF DIRECTORS 123456 7/8/03 09:54 Página 14 APPROVAL OF PROPOSALS BY THE BOARD OF DIRECTORS Report submitted by Mr. Guillermo Quirós Pintado, Secretary of the Board of Directors, stating that the Members of the Board signed hereto at the end of the meeting held on 27 March 2003 in approval of the Balance Sheet, Profit and Loss Account, Financial Report and Management Report related to the fiscal year closed on 31 December 2002. This has been initialled by me in its entirety and countersigned by The Chairman and includes a page signed by the Directors stating their name, surname and office after their signatures which I declare are bona fide. In Oviedo on 27 March 2003 Guillermo Quirós Pintado (Secretary of the Board of Directors) Mr. Ramón Colao Caicoya Mr. Florentino Fernández del Valle Mr. José Manuel Cuesta Viña Mr. Juan Carlos Torres Inclán Mr. Marcos Antuña Egocheaga IMASA, Ingeniería Montajes y Construcciones, S.A. PROYECTOS MODULARES, PMP, S.A. T.S.K. Electrónica y Electricidad, S.A. P.H.B. Weserhütte, S.A. Mr. José Luis García Arias INVERSIONES EL PILES, S. L. Mr. José Manuel Agüera Sirgo Chairman Director. General Manager Director Director Director Director. Represented by Mr. Saturnino Martínez Zapico Director. Represented by Mr. Tomás Casado Martínez Director. Represented by Mr. Sabino García Vallina Director. Represented by Mr. Acacio Rodríguez García Director Director. Represented by Mr. Gonzalo Álvarez Arrojo Director | PROPOSAL OF APPLICATION OF PROFITS OF DURO FELGUERA, S.A. At the Board of Directors meeting on 27 March 2003 it was agreed to apply profits and distribution of dividends (year profits plus the previous year’s retained earnings) as follows: To Legal Reserve To Voluntary Reserve Retained Earnings Dividends (in thousand euros) The distribution of dividends was approved at 0.25 euros per share. The General Meeting attendace bonus is proposed at 0.02 euros per share. 14 506 586 298 3,719 123456 7/8/03 09:54 Página 15 | APPROVAL OF PROPOSALS BY THE BOARD OF DIRECTORS | AGREEMENTS PROPOSED BY THE BOARD OF DIRECTORS TO THE SHAREHOLDERS GENERAL MEETING The Company Board Meeting held on 27 March 2003 and attended by the Legal Advisor, agreed to convene the Annual General Meeting of Shareholders at 12:00 on 25 June 2003 to be held at the Auditorio Príncipe Felipe in Oviedo. If the legally required quorum was not met, then the meeting would be held on the following day, 26 June 2003 at the same place and same time in order to deliberate and agree upon, if such was the case, the following items: | AGENDA FIRST | Analysis and approval, if such is the case, of the management report and annual accounts which include Balance Sheet, Profit and Loss Account and Financial Report for Duro Felguera Sociedad Anónima and Duro Felguera, Sociedad Anónima and its dependent companies (Consolidated) for the fiscal year 2002, as well as the proposed application of profits for the year and the General Meeting attendance bonus. SECOND | Approval of the Board of Directors Management over 2002. THIRD | Confirmation, re-election and appointment of Board Members, if such is the case. FOURTH | Authorisation to the Board to acquire shares in the company or its subsidiaries in accordance with Art. 75, First Additional Clause and conformities of the Revised Company Law (Texto Refundido de la Ley de Sociedades Anónimas), specifying the ways and means of acquisition, maximum number of shares, maximum and minimum prices and duration of the authorisation. FIFTH | Appointment or re-election of the Auditors as per Art. 204 of the Revised Company Law. SIXTH | Delegation of authority indistinctly in favour of the Chairman, the Secretary of the Board of Directors or his vice-secretary to legalise and execute the agreements reached, to file the Annual Accounts and the Auditors Report with the necessary authorities. 15 123456 7/8/03 09:54 Página 16 123456 7/8/03 09:54 Página 17 FINANCIAL INFORMATION 123456 7/8/03 09:54 Página 18 RESULTS 18 123456 7/8/03 09:54 Página 19 | FINANCIAL INFORMATION The 2002 financial year has been marked by yet another increase in business turnover which mainly corresponds to the completion of the Combined Cycle Power Generation Plants awarded at the end of 1999, the start of construction of two new Combined Cycle Plants awarded this year and the development of a chloride products plant for PEMEX. In addition, two tunnel boring machines for Mitsubishi Heavy Industries are currently being manufactured. It is expected that the Company’s presence in this sector will increase as a result of the agreement reached with this multinational. The Profit from Ordinary Activities amply surpasses those of 2001, going from 4,364 thousand euros to 12,261 thousand euros. The Consolidated Profit before taxes however, is only slightly improved. This is due to provisions made in prudence for costs and expenses inherent to two cases currently in the courts. Nevertheless, the Company expects satisfactory resolutions of these cases. CONSOLIDATED Year 1999 Year 2000 Year 2001 Year 2002 183,763 227,970 356,476 463,996 828 9,432 4,364 12,261 Profit before taxes 6,631 11,021 8,193 8,588 Profit after taxes 4,903 8,524 5,859 6,320 419 1,124 750 627 4,485 7,400 5,109 5,693 In Thousand Euros Net Turnover Profit from Ordinary Activities Profit attributable to minority shareholders Profit attributed to the Parent Company As to the financial situation, capital and reserves are 67,204 thousand euros, working capital is 75,858 thousand euros and cash is 35,403 thousand euros. 19 123456 7/8/03 09:54 Página 20 CONSOLIDATED BALANCE SHEETS SUMMARY Data expressed in thousand ¤ ASSETS Formation expenses Intangible Fixed Assets Tangible Fixed Assets Investments Long-term Debt TOTAL ASSETS Goodwill on Consolidation Deferred expenses Inventories Debtors Current Asset Investments Cash at bank and in hand Prepayments and accrued income TOTAL CURRENT ASSETS TOTAL ASSETS LIABILITIES Share capital Reserves Consolidated Profit and Loss Minority Profit and Loss Payable Dividend CAPITAL AND RESERVES Minority shareholders Negative difference on consolidation Deferred income Provisions for liabilities and charges Creditors: amounts falling due after more than one year Issue of Bonds Bank loans Other Creditors Creditors: amounts falling due in less than one year Bank loans and overdrafts Trade Creditors Other Creditors Provisions for liabilities and charges and other trade provisions Accruals and deferred income TOTAL LIABILITIES 20 1996 1997 1998 1999 2000 2001 2002 247.77 152.57 336.46 294.06 612.68 453.35 351.39 1,620.18 1,857.40 1,370.55 1,394.73 1,421.97 1,501.58 10,276.72 31,933.70 33,731.98 35,259.69 40,724.72 47,862.13 53,102.19 41,662.35 19,826.69 6,376.32 12,393.67 15,228.26 13,851.75 15,664.75 10,904.86 7,172.24 5,440.86 2,427.30 8,548.85 2,038.06 0.00 0.00 60,800.58 47,559.13 51,787.67 66,190.62 65,786.59 70,721.87 63,195.32 629.74 10.70 4.75 0.09 0.07 104.86 87.74 94.72 11.06 9.72 4.03 3.19 1.12 407.90 32,290.69 25,640.95 24,047.59 19,802.87 23,412.57 46,175.96 17,899.86 77,052.40 96,478.19 89,225.04 84,215.98 140,970.24 122,137.84 257,402.86 45,437.64 108,315.58 78,225.93 52,890.44 17,273.88 36,436.72 25,745.10 8,189.55 12,024.37 9,322.01 6,810.84 7,627.54 12,837.67 9,657.60 639.94 207.37 231.51 207.31 231.62 58.49 200.81 163,610.22 242,666.46 201,052.08 163,927.44 189,515.85 217,646.68 310,906.23 224,516.22 290,241.40 252,849.56 230,122.16 255,410.49 288,457.41 375,139.19 1996 1997 1998 1999 2000 2001 2002 36,497.65 36,497.65 44,283.55 44,632.26 44,632.26 44,632.26 44,632.26 1,015.41 3,490.31 10,388.90 14,397.12 15,008.97 16,974.78 16,879.99 2,998.78 8,046.73 7,770.49 4,903.32 8,524.22 5,859.56 6,319.21 -576.70 -272.35 -316.04 -418.79 -1,124.52 -750.25 -626.70 0.00 -1,459.91 0.00 0.00 0.00 0.00 0.00 39,935.14 46,302.43 62,126.90 63,513.91 67,040.93 66,716.35 67,204.76 1,465.41 1,737.85 2,053.89 2,472.68 3,755.41 3,989.38 4,878.03 116.18 114.25 109.86 109.86 110.03 0.99 0.95 817.08 948.58 5,334.14 6,628.04 6,041.66 6,890.86 7,198.40 34,508.69 34,946.46 48,965.20 13,457.50 7,255.81 6,863.14 12,171.67 30,460.45 57,663.35 23,951.21 11,282.74 11,820.49 12,005.77 48,637.64 24,040.48 1,552.65 632.62 632.62 0.00 0.00 31,992.99 21,391.07 9,731.27 10,389.57 11,956.13 48,608.79 27,545.17 2,915.28 1,629.88 1,007.49 918.85 798.30 49.64 28.85 117,213.27 148,528.48 110,308.36 132,657.43 159,386.16 191,990.92 235,047.74 28,486.75 58,608.78 27,127.75 33,362.32 25,718.08 27,483.52 54,099.80 75,206.39 71,569.15 65,697.66 56,945.07 101,657.25 141,768.03 149,675.55 10,108.55 11,460.72 12,686.18 38,423.30 22,436.64 18,271.34 25,508.04 3,178.77 6,343.82 4,665.87 3,872.34 9,531.88 4,420.66 5,745.71 232.81 546.01 130.90 54.40 42.31 47.37 18.64 224,516.22 290,241.40 252,849.56 230,122.16 255,410.49 288,457.41 375,139.19 123456 7/8/03 09:54 Página 21 | FINANCIAL INFORMATION CONSOLIDATED PROFIT AND LOSS ACCOUNTS SUMMARY Data expressed in thousand ¤ Mean Sales National Mean Sales Exports TOTAL SALES Reduction in inventories of finished goods and work in progress Work for Fixed Assets Other Operating Revenue Production Raw materials and consumables Added Value Staff Costs Other operating charges EBITDA Fixed Asset Depreciation Changes in Trade Provisions Operating Profit Financial Revenue Financial Expense Consolidated share in company losses Good will arising on consolidation written off Profit from ordinary activities Extraordinary Income Extraordinary Expense Consolidated profit before taxes Company Tax Profit for the year Profit attributable to minority shareholders Profit for the year attributed to the Parent company 1996 1997 1998 1999 2000 2001 2002 139,482.72 110,387.48 95,165.97 105,687.47 159,946.94 265,882.48 309,821.56 78,474.14 150,241.94 104,628.03 78,075.15 68,022.55 90,593.61 154,173.00 217,956.86 260,629.42 199,794.00 183,762.62 227,969.49 356,476.09 463,995.56 9,384.65 -7,326.42 3,051.61 -5,904.10 4,709.99 22,641.53 -30,918.40 601.22 959.82 1,336.04 993.35 5,225.61 4,057.42 1,641.97 1,179.77 2,155.44 868.24 1,247.05 2,224.12 3,046.07 884.38 229,122.50 256,418.26 205,049.89 180,098.92 240,129.21 386,221.11 435,603.51 131,939.15 154,991.91 106,419.01 85,645.69 124,844.70 234,943.46 257,818.77 97,183.35 101,426.35 98,630.88 94,453.23 115,284.51 151,277.65 177,784.74 54,262.39 55,786.59 63,910.17 63,456.47 71,335.74 105,689.16 106,703.75 28,212.21 29,820.12 27,973.38 23,802.30 24,720.85 35,253.45 44,267.78 14,708.75 15,819.64 6,747.33 7,194.46 19,227.92 10,335.04 26,813.21 2,708.44 2,960.63 2,800.75 2,796.82 3,408.83 3,970.04 4,986.44 97.54 3,482.00 -819.76 -207.22 1,966.04 659.22 3,961.44 11,902.77 9,377.01 4,766.34 4,604.86 13,853.05 5,705.78 17,865.33 4,952.63 9,413.69 9,862.09 7,313.24 3,262.88 2,740.02 4,649.07 11,308.48 11,387.68 12,857.01 11,077.46 7,639.19 4,061.81 10,316.64 1,904.38 1,853.09 15.80 0.07 0.06 23.10 136.28 168.01 25.91 52.77 13.08 44.46 43.60 71.74 7,283.29 9,230.20 1,734.45 827.63 9,432.34 4,363.49 12,262.30 1,425.58 4,062.63 3,629.50 8,696.51 2,598.69 7,189.91 3,856.17 4,917.63 3,651.18 2,180.12 2,893.40 1,009.66 3,360.07 7,530.78 3,791.24 9,641.65 3,183.83 6,630.74 11,021.37 8,193.33 8,587.69 792.46 1,594.92 -4,586.66 1,727.42 2,497.15 2,333.77 2,268.48 2,998.78 8,046.73 7,770.49 4,903.32 8,524.22 5,859.56 6,319.21 576.70 272.35 316.04 418.79 1,124.52 750.25 626.70 2,422.08 7,774.38 7,454.45 4,484.53 7,399.70 5,109.31 5,692.51 21 123456 7/8/03 09:54 Página 22 STOCK EXCHANGE INFORMATION DURO FELGUERA (MDF.MC) Quotation at 31 December Year’s High Year’s Low Year Average Average Market (million ¤) Trading days Quotation Frequency Average Volume (n. of shares) Profitability per dividend 2000 5.85 8.34 5.37 6.65 98.93 249 100 % 52,369 4.62% 1998 1999 1997 1996 6.90 7.15 9.80 7.96 8.29 13.04 14.00 8.26 6.25 5.53 6.49 2.58 7.11 9.50 10.16 3.99 48.47 123.44 115.38 105.78 250 248 252 253 100 % 100 % 100 % 100 % 72,406 138,459 102,258 45,159 - 3.36% 3.91% - 2001 2002 6.80 5.60 8.10 7.6 5.10 4.56 7.14 6.49 106.22 96.55 249 250 100 % 100 % 24,534 8,050 5.44% 4.82% (paid dividend of the year / closing quotation) During the 2002 trading year, figures have been unusually low. Some of the significant factors that we believe have contributed to share behaviour are: the size of the company, the holding of substantial stakes in the company which have remained stable throughout the past few years and the stock market environment in general. We can safely say that 2002 was not a good year for share investment and, as was to be expected, our values did not escape the general tendencies of the markets. However, the behaviour of Duro Felguera shares in comparison with the Madrid Stock Exchange General Index is worth noting: whilst the Index marked a fall of 23.1%, Duro Felguera only decreased by 17.65%. If we look at the PER, the market average was 16.17 whilst Duro Felguera reached 16.47. As is becoming usual over the last few years, during the early months of 2003, the quotation experienced a sharp rise when approaching the Annual General Meeting date and the average quote value during the first week of May 2003 reached 6.6 euros per share. DURO FELGUERA 90 periods moving average Madrid Stock Exchange Gen. Index 8.0 7.5 7.0 6.5 6.0 5.5 5.0 4.5 4.0 Volume (thousands) 100 90 80 70 60 50 40 30 20 0 10 0 22 Dec-01 Jan-02 Feb-02 Mar-02 Apr-02 May-02 Jun-02 Jul-02 Aug-02 Sep-02 Oct-02 Nov-02 Dec-02 Jan-03 Feb-03 Mar-03 123456 7/8/03 09:54 Página 23 | FINANCIAL INFORMATION PERFORMANCE RECORD Data expressed in million euros 35.00 11.00% 10.00% 30.00 26.81 8.01% 6.42% 6.17% 20.00 7.00% 19.23 6.16% 15.82 14.71 6.00% 5.00% 15.00 3.99% 10.34 3.29% 10.00 9.00% 8.00% 25.00 9.23 7.28 7.77 8.05 5.86 8.52 1.73 3.00 6.32 0.83 1996 1997 1998 Profits from Ordinary Activities Fiscal Year Profits 1999 2.00% 1.00% 4.36 4.90 0.00 4.00% 3.00% 2.68% 7.19 6.75 5.00 12.26 9.43 0.00% 2000 2001 2002 EBITDA EBIDTA (% s/Production) LIQUID ASSETS & BANKING DEBTS Data expressed in million euros 140.00 120.34 120.00 102.71 100.00 90.60 87.55 80.00 59.70 56.03 60.00 49.27 43.09 40.00 36.11 53.63 35.40 48.52 39.44 20.00 24.90 0.00 1996 1997 1998 1999 2000 2001 2002 Current asset investments + Treasury Banking Debt WORKING CAPITAL & NET BANKING DEBT Data expressed in million euros 100.00 90.74 94.14 75.86 80.00 60.00 67.31 46.40 40.00 30.13 25.66 31.27 20.00 11.21 2.40 0.00 -20.00 -9.83 -16.61 -39.03 -29.74 -40.00 -60.00 1996 1997 1998 1999 2000 2001 2002 Working Capital Net Banking Debt PRODUCTION VS. PERSONNEL COSTS Data expressed in million euros 70.00% 500.00 435.60 450.00 386.22 400.00 60.00% 350.00 55.00% 300.00 50.00% 256.42 240.13 250.00 200.00 65.00% 45.00% 205.05 180.10 229.12 150,00 31.17% 35.23% 100.00 54.26 29.71% 106.70 24.50% 63.91 23.68% 63.46 71.34 27.36% 21.76% 0.00 1997 35.00% 30.00% 55.79 50.00 1996 40.00% 105.69 25.00% 20.00% 1998 1999 2000 2001 2002 Production Personal Costs % Personal Costs Vs Production 23 123456 7/8/03 09:54 Página 24 123456 7/8/03 09:55 Página 25 AUDITOR’S REPORT 123456 7/8/03 09:55 Página 26 AUDITOR’S REPORT 26 123456 7/8/03 09:55 Página 27 | AUDITORS REPORT 27 123456 7/8/03 09:55 Página 28 123456 7/8/03 09:55 Página 29 INDUSTRIAL ACTIVITES & STRATEGIES 123456 7/8/03 09:55 Página 30 INDUSTRIAL ACTIVITIES | COMMERCIAL ACTIVITY EVOLUTION OF ORDER INTAKE (in millions euros) Total Order Intake Domestic International 1999 2000 2001 2002 386.49 295.40 91.09 300.37 244.07 56.30 335.99 149.00 186.99 558.17 473.08 85.09 Order intake in 2002 surpassed predictions by almost 75 % and, as may be observed in the table attached, by over 66% with respect to 2001. This, among other reasons is due to, the materialisation of contracts which were previously considered as intentional and to the slight advance made in the power systems sector in which two important combined cycle projects have been awarded. By Business Lines, order intake during 2002 has been as follows: EVOLUTION OF ORDER INTAKE (in millions euros) 558.17 600.00 550.00 500.00 300.37 400.00 350.00 335.99 386.49 450.00 200.00 203.10 185.50 300.00 250.00 The Power Systems Line, which since 2001 operates as a department within the parent company, has seen its leadership materialise after surpassing the figure of 7.600 MW for constructed gas power generation plants as a result of two considerable turnkey contracts in Spain; Barranco de Tirajana Combined Cycle Plant on the Canary Islands and Phase II of Son Reus. The Power Systems Department is on the sidelines and in an excellent position to deal with those projects that are pending their launch, both abroad and in Spain. They are mindful of the opportunities in the European power systems sector resulting in the necessary revamping of currently operating power generation plants, and for which this Department is fully experienced and offers total guarantees. Mompresa maintains its traditional business in the assembly, erection, maintenance and overhaul of generation units made up fundamentally of steam and gas turbines operating in power generation plants for the most relevant companies in the sector. Its almost permanent presence in these works and the constant effort made in re-training its technicians and operators has afforded the confidence of technological companies and clients, which is also a 150.00 100.00 50.00 0.00 1997 30 On the other hand, Duro Felguera, S.A. has not been exempt from suffering, in part, the grave consequences of the international economic situation. This has led on the one hand, to having to support considerable delays in signing contracts that were ready to be consolidated, and on the other, having to wait for those projects which suffered delays in their launch, in the hope that this is only temporary. Notwithstanding, our experience and flexibility has allowed us to sustain our presence and secure our future in foreign markets, whilst at the same time reinforcing our capacity to take on contracts on the domestic market and in specialised sectors, as well as stabilising our leadership. 1998 1999 2000 2001 2002 123456 7/8/03 09:55 Página 31 | INDUSTRIAL ACTIVITES & STRATEGIES % ORDER INTAKE PER BUSINESS LINES 59% POWER SYSTEMS MEXICO 3% STORAGE 8% leaders in the logistic systems and automated warehouse storage sector. 22% EQUIPMENT & ERECTION 5% MINING 3% & HANDLING INDUSTRIAL PLANTS positive factor in consolidating its presence in new projects. Fruit of this confidence by equipment manufacturers has been the award of contracts in 2002 by new clients, and in European countries where new markets opened up to them thereby offering new expectations. Despite the recession suffered in the steelworks industry, the experience and knowledge of Duro Felguera Plantas Industriales, S.A. has aided them to win an engineering and construction contract for a gasholder for USINOR in Dunkerque. They have also been awarded the execution of a contract for the SOLAC Atlantic installations in Dunkerque, consisting of engineering upgrading, development and manufacture of what can be considered one of the largest “torpedo wagons” for transporting pig-iron. These have an effective load capacity of 450 Tn and are more than 35 m in length overall, conferring experience and expectations for similar projects in the future. For the steel rolling mill belonging to Aceralia, Avilés, they were awarded the turnkey project to modify the Temper III mill. In the civil works for large infrastructures sector, in 2002 Duro Felguera Plantas Industriales, S.A. was awarded the engineering and supply of a complete Back Up for a Tunnel Boring Machine, a TBM, by MITSUBISHI HEAVY INDUSTRIES. The Logistic Systems Unit operating within Duro Felguera Plantas Industriales, S.A., has managed to gain three substantial contracts for Nireo Corp. General of Toledo, Izar in Ferrol and Sika in Madrid, respectively, with which this unit consolidates its position among the In the Mining and Handling area, also within Duro Felguera Plantas Industriales, S.A., the efforts made to penetrate the North American market were rewarded. Felguera Parques y Minas, S.A. obtained a contract for the Port Management at Long Beach, which consisted of the design, construction, and supply of ship loading equipment for bulk cargo. On the domestic market, contracts similarly worth featuring include a circular mineral stockyard and shiploader for HOLCIM, in Almería and the services and supply contract for “Medusa Phase I”, project belonging to UNION FENOSA, in La Coruña. During the business year, the Crane Department was awarded a contract for two overhead cranes by VA Stahl-Linz, in Austria. Once again, the Equipment and Erection Business Line has managed to close the business year with an excellent order intake, improving by more than 17 % on the figure forecasted for 2002. The subsidiaries making up this line of business have made steady efforts resulting in achieving their objectives of order intake for the year by a wide margin, and consolidating their presence in some of the new markets where they had established strategies, such as in heavy machinery for road infrastructures, railways, energy, large laboratories, etc. Felguera Melt, S.A. has surpassed order intake expectations by almost 20% for 2002, continuing its trajectory of securing technology and market expansion, sustained by its product developments in railway track materials and components for wind power generators. The company maintains its position as one of the leading suppliers of these products in Europe. Felguera Construcciones Mecánicas, S.A., has based good part of its order intake success on the aforementioned new markets for Capital Goods in 31 123456 7/8/03 09:55 Página 32 the Public Works sector. Specifically, in the manufacture of tunnel boring machines, it was awarded a contract to manufacture two machines by MITSUBISHI HEAVY INDUSTRIES, destined to bore tunnels on the new high-speed railway lines in Spain. This experience not only goes to demonstrate once again the capabilities of Felguera Construcciones Mecánicas, but also maintains the confidence placed by the principal technological companies in the sector with new industrial and commercial projects in their sights. Business in the heat recovery steam generator sector, in the large European laboratories and hydraulic generation sectors has continued to be a keynote for this subsidiary. DISTRIBUTION DISTRIBUTION OF INTERNATIONAL BUSINESS OF INTERNATIONAL BUSINESS PER BUSINESS LINES PER BUSINESS LINES 65% EQUIPMENT & ERECTION MEXICO 20% 2% POWER SYSTEMS 13% MINING & HANDLING EVOLUTION OF ORDER INTAKE PER BUSINESS LINES AS A % OVER THE WHOLE GROUP Felguera Calderería Pesada, S.A., has achieved good order intake results in 2002 despite a slight imbalance in the order intake over the year, which may cause irregularities in following business periods. It is worth noting however, that over 80% of order intake was due to foreign contracts of which those awarded by prestigious engineering and petroleum product companies stand out. 100% 6.9% 9.6% 90% 7.1% 5.9% 80% 22.2% Foster Wheeler Ibérica, requested several reactors for the Petrox Refinery in Chile and for Bulgaria the equipment required to revamp an FCC was also manufactured. 70% 40% 2.6% 60% PDVSA (Venezuela) awarded a contract for an FCC unit and for LINDE in Norway, several Pressure Vessels were manufactured, all of which went over the 25 million euros figure. 4.8% 50% 40% 30% 29.3% 56.4% MEXICO STORAGE 20% EQUIPMENT & ERECTION 1.5% INDUSTRIAL PLANTS 10% 13.7% MINING & HANDLING POWER SYSTEMS 0 2001 32 2002 Técnicas de Entibación, S.A. (Tedesa) responded to its strategies to overcome the business decline in the mining sector and surpassed by 14,6 % its order intake forecasts for 2002, consolidating its position in sectors of notable growth such as are communications and energy. Tedesa has become a major supplier of aerials and pylons for high voltage transmission lines. In the Public Works sector, there are two fundamental activities where Tedesa excels. On the one hand is the manufacture of support components and formwork for tunnels, and on the other is the manufacture of back-up structures for tunnel boring machines. For the latter, Tedesa carried out a whole 123456 7/8/03 09:55 Página 33 | INDUSTRIAL ACTIVITES & STRATEGIES series of detailed investigations that are now having a significant bearing in opening up new business opportunities for this subsidiary. EVOLUTION OF ORDER INTAKE VS. PRODUCTION (Mil. euros) ORDER INTAKE The most noteworthy contracts in 2002 among others related to its field, are those signed for Libya, consisting of the manufacture of a process tank to the sum of 1.7 million euros, or for Spain, for the execution of two 5,000 m3 tanks and especially a 100,000 m3 capacity tank for over 6.9 million euros. Due to its technical complexity, a special mention should be made to the contract for the design and construction of a total retention tank to store liquefied gas at –170ºC at a regasification plant belonging to ENAGAS. 4% F-IHI 43% POWER SYSTEMS MINING & HANDLING 4% 14% INDUSTRIAL PLANTS 558.17 300.37 300.00 200.00 383.20 335.99 386.50 400.00 434.89 500.00 100.00 0.00 1999 2000 2001 2002 Apart from the internal and external piping and accessories, the tank was manufactured in reinforced concrete with internals made of 9% nickel-steel alloy. PRODUCTION IN 2002 PER BUSINESS LINES EQUIPMENT 25% & ERECTION 600.00 239.64 Felguera-IHI, S.A., has once more amply surpassed its expectations of order intake for the year 2002 with an increase of 79 %, reaffirming its position in the storage sector of Petrochemical products and continuing to actively cooperate in the modernisation of major refineries and storage plants in Europe and further afield. PRODUCTION 179.29 Felguera Montajes y Mantenimiento, S.A. has reinforced its growing business in the integral maintenance services sector and has achieved acceptable levels of order intake. Given the highly competitive nature of this line of business, it is notable that the company has been able to maintain its presence principally in the fields of power systems, petrochemicals, and steelworks. Its levels of specialisation and experience have allowed the company to reorganise and adapt to the immediate future. 10% INTERNATIONAL Duro Felguera México, S.A. de C.V., continues to lead the way in a sector as relevant as it is the construction and erection of power generation plants in Mexico whilst at the same time opening up new business opportunities in other sectors, e.g. the Petrochemical Industry. Last year order intakes at Duro Felguera México, S.A. de C.V. continued to increase. The new contracts for the PEMEX Chloride Products Plant and the SOLUZIONA construction and erection contract for the gas-fired power plant in Naco Nogales were among its most notable businesses in 2002. 33 123456 7/8/03 09:55 Página 34 CONSOLIDATED PRODUCTION FIGURES (Mil. euros) 383.20 450.00 434.89 500.00 400.00 200.00 179.29 250.00 205.00 300.00 239.64 350.00 150.00 Finally, worth mentioning as proof of the consolidation of Duro Felguera, S.A. in Mexico, is the investment in a 51% stake of the Mexican engineering company PYCORSA. This engineering company has been working since 1947 in both the public and private sectors of the energy, petrochemical, gas, steelwork, and mining businesses. It has a solid organisation, technical and human resources and a notable presence in the previously mentioned industrial sectors in Mexico. Pycorsa’s contribution is clearly positive for the already existing organisation of Duro Felguera, S.A. in Mexico. By adding engineering to support services in executing and managing turnkey projects, this undoubtedly expands possibilities and fields of action, not only for the organisation in Mexico, but also for the Subsidiaries in Spain, as it has been the case in the PEMEX project for the Pajaritos refinery. 100.00 50.00 0.00 1998 1999 2000 2001 2002 % SPREAD OF ORDER INTAKE IN 2002 OUTSIDE SPAIN EU 29.4% NORWAY 2.6% AZERBAIJAN 9.4% U.S.A. 11.2% JAPAN 12.2% MEXICO 21.7% AFRICA 0.5% SOUTH AMERICA 13% 34 123456 7/8/03 09:55 Página 35 | INDUSTRIAL ACTIVITES & STRATEGIES STRATEGIC MEASURES The Board of Directors of Duro Felguera, S.A., conscious of the changes produced in the business environment where the Company operates and the previous 1999-2001 Strategy Scheme having expired, after internal debate to establish new ideas, concepts and guidelines, came up with the 20022004 Strategy Scheme. In order to provide a framework and orientate this Plan, the Board set up a Strategy Committee, which, after several debate sessions and constant interchanges with the Management team of Duro Felguera, S.A., defined the Strategy Guidelines. These are sufficiently wide to cover the diverse aspects of the market and the general objectives that the Scheme had to contemplate. By defining objectives, tracing models of organisation and management, attending to the market environment and its development, trying to assure stability of business margins and income, focusing it towards customer service, and making it both demanding and critical, it is clearly differentiated from the concept of a mere plan of action. The main Strategy Guidelines orientating the 2002-2004 Scheme are: | With reference to the various businesses, to bear out vocation and know how in Plant turnkey construction, supported by equipment manufacture and the provision of services, based on progressive specialisation and concentration on these matters, making the most of the advantages provided by the current markets and diversifying the business within these markets or in those which are closely related. | To fix increase in value for the shareholder as main objective by sustaining profit, continuing with a balanced policy of self-financing along with stable dividends and referenced on the capital markets. Contributing to all of this are the various Business Units with their know how in safeguard while increasing their productivity and rate of return. | To re-define the model of adapting organisation to integral management based on the Business Units, making provisions for business cycles to be covered by growth and minimising incurred risks in a controlled manner. | To build up durable alliances with international technological companies in each of the business areas, looking to complement activities and create added value for the customer. | To further focus R&D activities towards improving production processes and project execution, development of management expertise, creation of new products or improvement of already existing ones, and optimising the use of applied resources. 35 123456 7/8/03 09:55 Página 36 ORGANIZATION & HUMAN RESOURCES As from 2002, DURO FELGUERA, S.A. is committed to managing its group of companies as an ethical and socially responsible organisation by subscribing to the United Nations Global Compact. The Global Compact is a platform for companies to encourage and promote good corporate practices, within their respective spheres of influence, in the areas of human rights, labour and the environment. The Global Compact is not a regulatory code of conduct nor does it have legal force. It is a voluntary initiative that provides a basis for promoting social responsibility from committed and creative corporate management. C.T.LADA (Asturias 1942) It is based on nine basic principles to reach the objective “a global compact of shared values and principles, which will give a human face to the global market” (Kofi Annan, Secretary General to the United Nations). These principles are: | Human Rights · Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights within their sphere of influence; and · Principle 2: make sure that they are not complicit in human rights abuses. | Labour Standards · Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining; · Principle 4: the elimination of all forms of forced and compulsory labour; · Principle 5: the effective abolition of child labour; and · Principle 6: eliminate discrimination in respect of employment and occupation. | Medio Ambiente · Principle 7: Businesses should support a precautionary approach to environmental challenges; · Principle 8: undertake initiatives to promote greater environmental responsibility; and · Principle 9: encourage the development and diffusion of environmentally friendly technologies Company participation in the Global Compact means issuing a statement showing an ethical commitment which has always been present in the internal policies of the Company but which acquires greater bearing when it is made public and ratified on a global scale in this third millennium. As a result of this commitment to responsible management, there were a series of aspects relating to Organisation and Human Resources that gained priority in 2002. 36 123456 7/8/03 09:55 Página 37 | INDUSTRIAL ACTIVITES & STRATEGIES LABOUR RELATIONS The year 2002 was marked by an intensive collective negotiation. Four collective bargaining agreements were signed at Felguera Melt, S.A., Duro Felguera Plantas Industriales, S.A., Felguera Calderería Pesada, S.A. and Felguera Construcciones Mecánicas, S.A., as well as an Earnings Agreement in Felguera Montajes y Mantenimiento, S.A. These collective bargaining agreements will be in force until 31.12.2004 (except for the Felguera Montajes y Mantenimiento, S.A. agreement which will be valid until 31.12.2002 and the companies that have subscribed to the Metal Workers agreement which must be negotiated in 2003). It is worth pointing out that within the Duro Felguera Collective Agreements the denominated replacement contracts are gaining more ground and linked to the strategy plan for staff planning. TRAINING Professional Training: The Duro Felguera training programs, which have been in effect in the last few years within the Vocational Training area, are carried out at five Training Centres certified by the Instituto Nacional de Empleo, INEM (National Employment Service). Courses held are aimed at the unemployed and fall within the framework of the Plan F.I.P, i.e. Plan de Formación e Inserción Profesional (Professional Training & Integration Scheme) and are financed by the Instituto Nacional de Empleo and by the European Social Fund. Of the five Training Centres, two are in Langreo, two in Gijón and the other (created in 2002) is in the central area of Asturias, on the Silvota Industrial Estate in Llanera. The centres are managed and coordinated by company technicians and specialist courses are held on the following: boiler making, welding, fitting, machine tools with numerical control, smelting and insulation processes. The alumni receive practical training and theory from DURO FELGUERA professionals. C.T.LADA (Asturias 2002) These courses are set out in the Annual Cooperation Agreements that DURO FELGUERA subscribes to on a national scale with the General Management of the Instituto Nacional de Empleo. Continuous Training The Continuous Training Programme developed throughout 2002 has as main objective to improve personnel expertise in order to subsequently improve competitiveness and production at the different business units on a national and international level. Therefore, Duro Felguera, S.A. defines a training process that is geared to achieve, via a learning process: | Multi-purpose, | Improvement in quality, | Innovation in procedures, techniques and technologies, and | Diversification of professional scopes The 2002 Training Programme includes the following areas of priority: | Graduate Training. | Labour Health & Safety. | Quality and Environment. | Computing. | Technical and technological areas. Therefore, the Continuous Training Programme for 2002 carried out a total of 82 training courses over 34,000 training hours and in which over 1,300 workers participated. 37 123456 7/8/03 09:56 Página 38 CORPORATE COMMUNITY In observance of the principles of the ethical commitment made by DURO FELGUERA, S.A., in subscribing to the Global Compact in 2002, the Annual Duro Felguera Prize was set up for “Duro Felguera Employee of the Year”. The objective is to acknowledge those workers who have stood out during their career, in a single, notable act or for excellence in human, ethical and professional values orientated towards improving the working environment, their surroundings and Company progress. The first prize last year was awarded to Mr. Fernando Argüelles Pando, member of staff at Felguera Montajes y Mantenimiento, S.A., whose professionalism, constant research, creativity, dedication and humanity have been, among others, the values praised by more that 250 of his colleagues, and whose signatures came from all over Spain to second his candidature for this prize. The JURY, made up of employees from the various subsidiaries, in turn acknowledged these values and on 11 December 2002 they decided to award him with the Employee of the Year Prize for 2002. The prize was given in December at a ceremony in which the Gold Awards for Service were also presented. These went to Mr. José Ramón Gutiérrez Ceñera (Felguera Calderería Pesada, S.A.) and Mr. Pedro Manuel Antuña Suárez (Felguera Construcciones Mecánicas, S.A.). Also presented were the Prizes for the II ANNUAL PRIZE FOR SPECIALISED PUBLICATIONS. The first prize went to Mr. Angel Pelegry Cuesta (Felguera Parques y Minas, S.A.) for his work “Tailor made solutions vs. project net cost”, published in the magazine “World Coal”. Second prize was awarded to Ms. Montserrat Santamarina Menéndez (Duro Felguera, S.A.) for her work titled “¿Hacia dónde camina la evaluación de la formación?” (Where is training evaluation headed?), published in the magazine “Capital Humano”. 38 123456 7/8/03 09:56 Página 39 | INDUSTRIAL ACTIVITES & STRATEGIES ORGANISATION AND INFORMATION SYSTEMS Among the activities carried out by the Information Systems Management for this year, the following are of note for their strategic importance within the “Duro Felguera Technological and Information Systems Plan”. Advisory and Development Area | SEGOBRA Project “Work Follow-up and Management” for Felguera Montajes y Mantenimiento, S.A., developed in graphic applications, and with consolidation module in head office. This tool served as a base for the “Overall Project Management”. | Development and implementation of the Logistics Project (Phase I), in Felguera Calderería Pesada, S.A., which also includes quality management. | Automatic issue of the Human Resources reports and graphics for the Boards monthly meetings (IMG – RR.HH.). | GGP Project “Overall Project Management”. Using the SEGOBRA tool, this is a project control tool. | Implementation of the new corporate reporting tool ACTUATE. Systems, Networks and Communications Area | Renewal and technological integration of the corporate mobile and fixed telephone system, which includes the solution “MoviStar Intranet” by means of GPRS. | Implementation of Corporate Antivirus. | Implementation of the “Stonegate” firewall, which allows total management of resources and safety between the Corporate Network and Internet. This also affords VPN (access to the Corporate Network via Internet), Multilink (redundancy Internet line) and load balance. | Change in the typology of the LAN network and the Corporate Network, affording increases in flow and electronic renovation. This includes extension of the Corporate Network to link up with the work centres in Madrid and Tirajana (Canary Islands) for the Power Systems Line, and start-up of 2 MB ADSL line at the CPI (Project and Engineering Centre) in order to reinforce network security. 39 123456 7/8/03 09:56 Página 40 Logistics, Micro computing and New Products Area | Process and implement corporate security protocols. | Software and hardware standardisation (S.O., office tools, equipment). Included migration to Server 2000 for NT servers and installation of Windows and Office 2000 as standard software in Duro Felguera. With reference to hardware, this was updated. DISTRIBUTION OF THE WORKFORCE BY PROFESSIONAL GROUPS The average number of staff at Duro Felguera, S.A., during 2002 including subsidiaries and companies with majority share interest amounted to 3.276 employees. The following graph shows the distribution of the workforce per professional groups, by categories as they exist in the industrial group. The denomination “Technicians” groups higher, medium and lower qualified technical staff. “Clerical” groups administration personnel and other subordinate staff. “Workers” groups the various skilled and non-skilled staff members. | In order to carry out the previous actions, an Enterprise Agreement was negotiated with Microsoft, for all the company’s licenses. TECHNICIANS 24.10% PREVENTION OF OCCUPATIONAL HAZARDS A most significant reduction in work accidents was achieved in 2002, resulting from the Prevention and Safety and Health policies established by DURO FELGUERA based on four priority areas of action: analysis of accidents/incidents, application of corrective measures, making staffing and material improvements and annual continuous training programmes. In 2002, accidents causing labour layoff fell by 20,6% with respect to the previous year. During 2002, DURO FELGUERA, S.A. has signed an external Health at Work agreement (Mutual Health Service Company - IBERMUTUAMUR), to carry out health check-ups required on the work sites in the various Autonomous Communities. In the same manner, an ambitious agreement on Prevention of Hazards was subscribed to, specialising in Industrial Health also, and which ends on 30 June 2003. WORKERS 70.47% 5.43% CLERICAL STAFF DISTRIBUTION OF STAFF OVER THE BUSINESS LINES The following graph shows the distribution of average staff in % throughout 2002 in the different Business Lines and Units of the industrial group. EQUIPMENT & ERECTION 46% 5% STORAGE Finally, a Joint Service for Prevention of Hazards was undertaken by DURO FELGUERA, S.A. coming into force at the beginning of 2003. INDUSTRIAL PLANTS 3% MINING & 2% HANDLING 35% MEXICO 7% POWER SYSTEMS 40 2% DURO FELGUERA, S.A. 123456 7/8/03 09:56 Página 41 MARKETING & DEVELOPMENT Following the plans traced and as a complement to our growing business in Mexico, the engineering business had to be reinforced which is why the Mexican engineering company PYCORSA was bought, as previously mentioned. The constant search to add technology to our company and the need to further specialise and concentrate on new markets with our own means of productions, has led us to reach the necessary agreements to develop and manufacture Tunnel Boring Machines. Having completed the first phase and after having been contracted to manufacture two of these machines, led us to sign a Memorandum of Understanding with the Japanese technological company MITSUBISHI HEAVY INDUSTRIES. This agreement refers to setting up a joint venture in Spain in the future aimed at the previously mentioned market in Europe and Latin America. Business concerning equipment for high speed railway track material is being developed as well as other businesses, which are expected to consolidate during 2003. The agreements with 53 Agents working in 31 countries remain in force for any of our subsidiaries, on four continents. To add to these, a non-exclusive Agent has been incorporated in Chile where the economic stability, industrial growth and ever greater presence of Spanish companies in the Energy, Civil Works and Communications sectors, as well as prospections made in this area are more than sufficient grounds to take an interest in this market. Our offices and subsidiaries in USA, India, Brazil, Venezuela, and Mexico have carried on regardless with their marketing task for all of the companies that go to make up Duro Felguera, S.A. The Development activities carried out from Duro Felguera, S.A. over 2002 were focussed mainly on the analysis of the different opportunities which the market situation has allowed to explore in the sense of evaluating strategically and financially the advantages of investing in companies. This has led to the possibility in the short-term of participating in companies whose business activities are similar to ours or that have their own markets. INVESTMENTS Quality, cost reduction and assurance of delivery schedules have been, among others, the main objectives that have justified the investments made during 2002. Significant volumes of investment were required to maintain operability and modernise our industrial installa- tions and workshop machinery. In addition, adhering to the policy of developing engineering and production processes up to date, both hardware and software was invested in, all of which has meant an approved and executed investment of over 5 million euros, of which the most noteworthy are as follows: Felguera Melt, S.A. The Environment and working conditions are a steady concern for Felguera Melt, S.A., which is why some of their main investments are made in equipment to mitigate aggressive effects. Such is the case for the recently acquired induction equipment to Silica Sands to reduce the amount of dust at workstations. Other investments in 2002 were directly made in improving production processes and capacity, such as the two recently acquired 100t Silos to store sand or the Automatic Shotblast machine for parts up to 15 t. The 3D software for Dynamic Modelling of track components “CoCreate One Space Designer Modelling” also formed a part of the investments made by Felguera Melt, S.A. in 2002. Técnicas de Entibación , S.A., (TEDESA) In order to diversify markets by incorporating new products, TEDESA has added a cutting and drilling line for rolled beams to its production chain, assisted by state of the art numerical control. This has allowed them to fulfil the needs of major contracts such as the construction of steel structures for industrial warehouses of large dimensions or for the manufacture of back ups for Tunnel Boring Machines belonging to two major technological companies in this field. It has also made other minor investments to maintain and upgrade its current production equipment. Felguera Construcciones Mecánicas, S.A. Major investments were made in this subsidiary to improve and extend manufacturing processes. Of note is the new machining lathe, an automatic welding robot, and a Helium leakage detector. In addition, several modifications and modernisation of existing machine equipment was made to guarantee operability and increase capacity. Felguera Calderería Pesada, S.A. The nature of the Felguera Calderería Pesada, S.A. production process requires constant renovation of production equipment and the update of work techniques and procedures to adapt to quality and profitability. With this aim in mind, some of the main investments made by this subsidiary in 2002 were in acquiring a skid for large 41 123456 7/8/03 09:56 Página 42 parts, a new oxy-cut machine, various welding machines, tools, ancillary manufacturing and transport equipment, and modifications to infrastructures. Felguera Tecnologías de la Información, S.A. This is a subsidiary undergoing rapid expansion and with a promising future. It has to necessarily invest periodically in developing its activity in the computing and applied computing sector. To meet its demands for space, quality and image improvement, it has made a significant investment in constructing a building on the Parque Tecnológico de Asturias (Asturias Technological Estate) in Llanera, which will be its headquarters as from September 2003. The other investments made during 2002 were spread throughout the various subsidiaries and business units destined to modernise and adapt technology equipment (hardware and software), tools, machinery and basic infrastructures, among others. RESEARCH & DEVELOPMENT It has become usual over the past few years and certainly no different in 2002, that several R&D projects are developed by the subsidiaries in Duro Felguera, S.A. These works are generally destined to improve the quality of products and services offered on the market or to optimise manufacturing processes applied in the production of these with the double aim of increasing customer satisfaction on the one hand, an on the other to have greater options in increasing new market shares. Duro Felguera, S.A. partly relies on the stable and fluid relations maintained over the years with Public Bodies, both national and European, who are competent in the area by means of the different lines of action which, in supporting the R&D activities in companies, are sponsored by these Public Bodies. 42 Felguera Melt, S.A. Development of a casing for an aerogenerator made out of one smelted piece instead of the traditional method of design and manufacture by mechanised welding. This is being done in collaboration with Gamesa Eólica, S.A. and Oviedo University. Design and development of a prototype crossovers with mobile heads installed on a diagonal for Metro Madrid, S.A. Felguera Calderería Pesada, S.A. Of note for their incidence on improvement of productivity and cost, the following projects developed by this company over 2002 are: | Weldability Study and Mechanical Properties of New Consumables for Coated Electrodes Type E8018B2, of application on alloy steels 1 _ Cr _ Mo used in reactors in the chemical and petrochemical industries. | Analysis of Productivity Increase by use of 90 mm wide band in submerged arc welding in pressure vessels. | New build up in one sole Layer, of application on carbon steel materials for alloy type 316L using the ESW process or SAW process as an alternative. | Research of the influence on mechanical properties of low temperature impact and increase in hardness of deposited metal and on the ZAT as a consequence of the reduction of the amount of time during the post-welding heat treatment, compulsory in the manufacture of pressure vessels of large diameter and thicknesses below 50 mm, using 2 _ Cr-1Mo type materials. | ECOPRESS: Economic and Safe Design of Pressure Vessels applying new DUPLEX type steels. Project co-financed by the European Commission. Duro Felguera continues to maintain a presence as a noted member of the main decision and design policy making organisations in the R&D sectors of the region, such as, FICYT (Foundation for Scientific and Technological Development), CLUB DE LA INNOVACIÓN (The Innovation Society), CLUB DE LA CALIDAD (The Quality Society), ITMA (Technological Institute for Materials), etc. The Technological Institute of Materials, ITMA, of Asturias has participated in all the above projects and studies. Continuing with this policy and given that these types of projects often surpass the financial year in time, these R&D projects have continued to be developed, published and presented whether they are just starting out, finalised, or realisable in the near future. Some of these are: | Project for the Standardisation of Transfer Mechanisms, which allows for accumulated knowledge and experience in this area to be transformed into competitiveness by simplifying designs and thereby improving manufacturing costs and the advantages of unifying spares and maintenance. Mining & Handling Line During 2002 the Mining & Handling Line developed various projects framed within the R&D policy to optimise to the maximum its competitive resources, such as: 123456 7/8/03 09:56 Página 43 | INDUSTRIAL ACTIVITES & STRATEGIES | Project for the Standardisation of Conveyor Belt Drums, with the same objectives as the previously mentioned project. | Calculation Programme to Design Transfer Structures, Bridges and Crane Trolleys, which allows dimensions and weights to be optimised and consequently costs. CORPORATE IMAGE The purpose of making the company known internally and to clients, suppliers, shareholders, institutions or even the social setting where business is developed, is closely linked with communication capacity. In this sense Duro Felguera has continued to promote the use of the channel that Internet affords to its always increasing number of users, to transmit via public announcements on its website “www.gdfsa.com “ a wide and clear image of its capacities, activities, results and objectives. The following information may be accessed Via its website on the Internet: | General Information on the company and executive organisation charts | Detailed information of each of the business lines and the companies that go to make them up. | Main projects of reference | Stock exchange information, which substitutes the periodically edited Shareholder Bulletin, including periodic reports, financial calendars, financial information, news and the newly incorporated direct access to the stock exchange . | Information related to the Human Resources Department, such as job offers, prevention policies, labour information, etc. | A suggestion box | Localisation of the international commercial network, etc. To sum up, this annual report may soon be accessed from the website which will be incorporated as information addressed mainly to the Shareholders, Clients, Collaborators and the Finance Corporations. During the last edition of the Asturias Trade Fair in which Duro Felguera repeated by being present yet another year running, the company participated in the First Forum for Employment held by the University of Oviedo, by interviewing young graduates aspiring to their first job, all of whom presented their Curriculum Vitae. It is also an honour to mention the presence of Duro Felguera on the boards of trustees and executive committees of renowned forums, regional and national, which are important focal points for communication and interchange of cultural and business experiences. Some of these are: The Board of Trustees for the Prince of Asturias Foundation (Patronato de la Fundación Príncipe de Asturias), the Board of Trustees for the Asturias Business School Foundation, the Executive Committee of the Principality of Asturias Metal Federation, (Federación del Metal del Principado de Asturias), the Executive Committee of the Asturias Business Federation (Federación Asturiana de Empresarios), the Executive Committee of the National Association of Capital Goods Manufacturers (Asociación Nacional de Fabricantes de Bienes de Equipo), etc. Based on its roots in Asturias and the commitment that the company has made to the social setting, a presence has been maintained in the different bodies and institutions of the region during 2002. Whether they were of a social, cultural or business nature, the company has collaborated on occasion in a financial way or by lending out premises or infrastructures. 43 123456 7/8/03 09:56 Página 44 CORPORATE STRUCTURE To 31 December 2002 DURO FELGUERA, S.A. POWER SYSTEMS INDUSTRIAL PLANTS DURO FELGUERA Energía DURO FELGUERA Plantas Industriales, S.A. Montajes de Maquinaria de Precisión, S.A. (MOMPRESA) OPEMASA * Felguera Tecnologías de Información, S.A. * EQUIPMENT & ERECTION DURO FELGUERA Equipos y Montajes, S.A. Felguera Calderería Pesada, S.A. / FCP Servicios, S.A. Felguera Construcciones Mecánicas, S.A. Felguera Melt, S.A. Técnicas de Entibación, S.A. (TEDESA) Felguera Montajes y Mantenimiento, S.A. / FERESA 44 123456 7/8/03 09:56 Página 45 | INDUSTRIAL ACTIVITES & STRATEGIES FINANCIAL AREA Acervo, S.A. MINING & HANDLING STORAGE INTERNATIONAL ACTIVITIES FELGUERA Parque y Minas, S.A. FELGUERA - IHI, S.A. * DURO FELGUERA México, S.A. de C.V. PYCORSA * FELGUERA Grúas y Almacenaje, S.A. DURO FELGUERA do Brasil (Ltda.) DURO FELGUERA, S.A. India Office [FOREIGN COMPANIES] * Major Shareholding 45 123456 7/8/03 09:56 Página 46 123456 7/8/03 09:56 Página 47 ACTIVITIES OF THE BUSINESS UNITS 123456 7/8/03 09:56 Página 48 MINING & HANDLING Managing Director: Mr. Félix García Valdés The Mining and Handling Line is formed by two separate companies, Felguera Parques y Minas, S.A., and Felguera Grúas y Almacenaje, S.A., subsidiaries of Duro Felguera Plantas Industriales, S.A. both of which have their own independent means and human resources. They are located in the building known as the Centro de Proyectos e Ingeniería (Centre for Projects and Engineering) or CPI, in La Felguera. The main aspects of both companies throughout 2002 are broken down below. PRODUCTS Felguera Parques y Minas, S.A. Turnkey plant engineering and supply for: | Seaport terminals for bulk handling | Bulk handling and stockyards at power plants, steelworks, mines, cement plants, etc. | Bulk stackers and reclaimers | Grab unloaders and shiploaders | Equipment and installations for underground mining | Mineral Processing Plants Design, supply, installation and after-sales service of environmental maintenance systems: | Chain Conveyors | Screw Conveyors Equipment for solids, slag, ash and lye extraction systems for: | Waste water treatment plants | Incineration Plants | Cement Plants | Power Generation Plants Quality: Lloyd´s Register Quality Assurance Certificate, ISO 9001 / 2000 Felguera Grúas y Almacenaje, S.A. Design, development, production, installation and after-sales services for: | Industrial, steelworks and nuclear overhead cranes and gantry cranes | Dockside and gantry cranes for port services | Overhead and gantry cranes for containers, general and bulk loads Quality: Lloyd´s Register Quality Assurance Certificate ISO 9001 / 2000 48 FELGUERA PARQUES Y MINAS, S.A. This subsidiary has made great efforts to penetrate certain markets that up to now were very difficult to access, characterised for having their own technology or by the consolidated presence of other competitors among other reasons. However, during 2002 these efforts were rewarded as Felguera Parques y Minas, S.A., competing with major international, technological companies in the sector, was awarded the design, manufacture and supply of a bulk cargo ship loader at Long Beach (USA). This project is currently being executed and will open up further opportunities in this market. 123456 7/8/03 09:56 Página 49 Order intake and works in progress Among others, the following stand out: | Within the Cement sector, the contract signed for HOLCIM in Almeria, for the design, manufacture and supply of a circular mineral yard, including conveyors and ship loader. | Of note also, it is the participation in Phase I of the Medusa Equipment Project, which Unión Fenosa is carrying out at the port in Corunna and for which Felguera Parques y Minas has a contract for the design, manufacture and supply of the silos including car loader, transfer conveyors and transfer towers. Felguera Parques y Minas has submitted a bid for Phase II that includes a complete storage yard. Phase III remains pending and consists of a shipunloader for which the corresponding bid will also be presented. | Considerable efforts have been made over a period of time to opt for the extension of the mining complex belonging to Ferrominera del Orinoco, in Venezuela. In the first phase, a contract was awarded to partially develop the basic engineering of this project, which offers great hopes for the future. | As already mentioned, in 2002, a shiploader of up to 70.000 DWT was awarded for the port at Long Beach (USA). This loader has special technical characteristics. It is designed to manage two very different products that demand different treatment; Sulphur (2.700 Tn/h) requires fire protected transfer systems and electrical equipment and also environmental protection measures when it is discharged for which a telescopic chute is used. The other product is Petroleum Coke (2.400 Tn/h) and for this an innovative system is used to cushion the fall of the product into the ship’s hold. The mechanism has a telescopic jib with up to 45-metre turning radius. and containers. Its list of references is extensive and it has equipment operating in a large number of countries Order intake and works in progress Among others, the following are of special relevance: | Supply of two 40-ton overhead cranes for internal transport of reels on the Tin Line belonging to the company Voest Alpine in Linz, Austria. | The manufacture of two overhead cranes of 30 and 80-ton capacity respectively was completed during 2002 for Aceralia, and destined for the rolling mill in Avilés. | Another lot of overhead cranes for the steelworks plant belonging to the SMS-DEMAG consortium in Egypt was also finished and delivered in 2002. R & D Activities During 2002 the Mining & Handling Line has developed various projects in the framework of its R&D activities, such as: | Project for the Standardisation for Transfer Mechanisms, to simplify designs and reduce manufacture and maintenance costs. | Project for the Standardisation of Conveyor Belt Drums with the same objectives as the previously mentioned project. | Calculation Programme to Design Transfer Structures, Bridges and Crane Trolleys, which allows dimensions and weights to be optimised and consequently costs. FELGUERA GRÚAS Y ALMACENAJE, S.A. With wide experience in the industrial sector, this company is specialised in the design, manufacture and supply of overhead cranes and gantry cranes for industrial processes, steelworks and nuclear installations, as well as cranes for dockyards, general and bulk loading, 49 123456 7/8/03 09:56 Página 50 INDUSTRIAL PLANTS LINE Managing Director: Mr. José Manuel Cuesta Viña This business Line is formed by two companies: Duro Felguera Plantas Industriales, S.A. and Felguera Tecnologías de la Información, S.A., in which Duro Felguera holds a majority share interest. At the same time, this line is occupied with three Business Units: | Steelworks & Industry. Specialised in the sectors of steelworks and heavy industry in general. | Petrochemicals, Gas & Environment, acting in the petrochemical sector and heavy industry in general. | Logistical Systems, focussing its activities towards automated storage. PRODUCTS Steelworks & Industry | Electric Steel Mills and B.O.F. | Secondary metallurgy – ladle furnaces | Process Lines (pickling, tin plating, galvanizing, etc.) | Pelleting Plants | Continuous casting | Rolling Mills Petrochemical, Gas & Environment. | Petrochemical Plants | Refineries | Liquefied Gas Storage & Filling Stations | Non-ferrous metallurgy | Acid regeneration plants | Environment – Incineration Plants | Water Treatment Plants Logistical Systems | Automated physical distribution, logistics and storage.Turnkey installations and systems | Loader-transport equipment OTHER ENGINEERING PROJECTS | “Back-ups” for Tunnel Boring Machines Quality: Lloyd’s Register Quality Assurance Certificate, ISO 9001 / 2000 50 The Industrial Plants Line has engineering services for its own projects and provide assistance to other Duro Felguera subsidiaries. Its main advantage is its know-how, gained over many years of experience, with the addition of high-grade capacity and permanent re-training of the technical personnel among its employees. Over the last 10 years, this line has supplied notable installations and turnkey plants (EPC), both in Spain and abroad. Among these projects, it is worth pointing out that in 2002, 50% of the contract signed with PEMEX for a total amount of 7.5 million dollars, the “Chlorinated Products III Project” in its Pajaritos refinery in Mexico was carried out. At the same time others of lesser dimensions were carried out in Europe. A summary of the main activities of the units making up this Line can be found below. 123456 7/8/03 09:56 Página 51 | ACTIVITIES OF THE BUSINESS UNITS DURO FELGUERA PLANTAS INDUSTRIALES, S.A. Order intake and works in progress The following orders and works in progress during 2002 stand out among others: | For the USINOR steelworks in Dunkirk, a contract was awarded to develop engineering, construct and supply a 60.000 m3 gas tank to store gas from Coke batteries. It is 53 metres in diameter and made up of three bodies, two of which are mobile. | For the Aceralia rolling mill in Avilés, it was awarded a turnkey contract to revamp the Temper Mill III, to go from 1,016 to 1,300 mm wide strips to be milled. This project was particular in that the engineering and manufacturing stages had to be coordinated with the very tight erection schedule, which had to be done during a programmed outage of only four weeks. Despite this difficulty, it was completed satisfactorily. | The design and manufacture of a torpedo wagon for the transport of pig iron for the SOLLAC Atlantic factory in Dunkirk was completed in 2002. This had special dimensions, a 450t capacity and was more than 35 m in length. | The construction and start up project for COGERSA (Asturias Waste Management Consortium) in conjunction with another company consisting of a waste incineration plant with gas treatment and heat recovery for power generation continued in 2002. | The Steelworks and Industry Unit was charged with developing the necessary engineering for the construction of a complete “Back-up” for a Tunnel Boring Machine that is currently being constructed at the Felguera Construcciones Mecánicas, S.A. workshops. | The Logistics Platform. NIREO Corporación awarded a contract in 2002 for the design, manufacture and supply of a “Logistics Platform” for its warehouse in Toledo. | An automated warehouse was developed and supplied for IZAR for its shipyard in Ferrol. | SIKA awarded a contract for an automatic transport system for its cement additives plant in Madrid. | The contract for Petróleos Mexicanos, PEMEX for the Pajaritos chloride derived products plant continued in 2002. 51 123456 7/8/03 09:56 Página 52 FELGUERA TECNOLOGÍAS DE INFORMACIÓN, S.A. As a subsidiary of Duro Felguera Plantas Industriales, S.A., in its task to develop information technology products and place them in service, Felguera Tecnologías de Información in 2002 continued to go deeper into adapting to a business model of turnkey contracts of larger dimensions. ADTIVITIES Felguera Tecnologías de Información, S.A. | Own software and integration products with corporate systems | Project study and analysis services | Execution of turnkey projects | Supply of equipment and systems | Customer service and technical assistance (SAT) PRODUCT | Logistic Systems: Warehouse Management Software (SGA) capable of operating with radio frequency terminals and orientated to automation of maintenance systems with loader-transport equipment whose technology belongs to Duro Felguera. | Management Systems: ERP Integralia© application operating in web environments or client-server and Automation of Sales Force (AFV) on PDA/PDT terminals. | Internet Projects: Corporate websites, ecommerce, Internet security and other developments using Web platforms by the use of tools for dynamic contents (EVA/HADA). 52 Particular interest has been placed on management processes with a greater projection towards the client and taking special care in providing solutions suited to the client needs, from the point of view of a specialised service company. Its position in the market is based on a diversity of business options, via project solutions based on standard products with an important added component of service analysis and adaptation to parameters and the needs of the client. 123456 7/8/03 09:56 Página 53 | ACTIVITIES OF THE BUSINESS UNITS Technology Major advances have been made in consolidating products based on JAVA/J2EE technology which were developed in previous years and which now constitute one of the company’s main strengths. But in 2002 work has also continued on research and gaining more technological knowledge required for new projects. Worth mentioning are the works carried out on the IPSec standard to operate using the Telefónica GPRS communication system. | A major experience during 2002 and which has allowed Felguera T. I. to rub shoulders with the most prestigious European competitors in the sector, was the bid made for the main Pharmacy Cooperative in Andalusia (CECOFAR), where they reached the last selection phase with its replacement and traceability software as main advantage. Order intake and commercial activities: In its mission to capture, offer and negotiate Logistics Systems, alongside Duro Felguera Plantas Industriales, S.A., the work carried out to be finally awarded with the Distribution Platform for Nireo Corporación in NoblejasToledo to the value of 3 million euros is highly commendable. | Within the information and management systems area, commercial activities have been spread out over the different lines of products: Integralia© (ERP) with contracts awarded by; El Rodamiento, Cerámicas del Principado, Derlain, etc.; la Automatización de Fuerza de Ventas. In addition, applications for mobile terminals in general (RF/PDT/PDA) have been implemented for Distribuciones Arbesú, Efmo, Distribuciones Mapa, Enri 2000, etc., and with Sales Point Terminals (Terminales Punto de Venta – TPV) the installation of a medium sized DIY and Hardware store for Manuel Bernardo, S.A. in Portugal. | The Internet projects go from a major extension of the tourism website “Infoasturias.com” for the Regional Tourist Board (SRT), through corporate websites such as Asturiana de Perfumería, NireoFerrobox, and catalogue management systems such as Ortoibérica, to Network security platforms for various clients. | The marketing work carried out, mainly during this financial year, in conjunction with Duro Felguera Plantas Industriales, S.A. is worthy of note, to reactivate the bid made to automise the future warehouse of Real Casa de la Moneda (the Royal Mint) in Madrid. This project of special characteristics is particularly relevant given the possibility of repeating with other warehouses in the EC. 53 123456 7/8/03 09:56 Página 54 EQUIPMENT & ERECTION LINE Managing Director: Mr. Pedro García Fernández During the last financial year, the Equipment & Erection Line belonging to Duro Felguera, S.A. continued to create and deliver first quality products and services to markets of diverse industrial activity throughout the world, making the most of the advantages afforded by its installations such as Felguera Calderería Pesada, S.A., in Gijón. Felguera Calderería Pesada, S.A is capable of shaping, welding and constructing equipment to the most demanding quality and design standards, manufacturing in alloy steels and of almost limitless dimensions given the capacity of its facilities and the special characteristics of its expediting centres. It has its own dock that is located within its installations making it possible to carry out complex expediting by ship. Within this Line, Felguera Construcciones Mecánicas, S.A., the mechanical/welding factory belonging to Duro Felguera in Barros (Langreo), has made great efforts in 2002 to maintain its activities by entering new markets and improving on the traditional ones whilst at the same time successfully maintaining its policies of improving on cost, quality and schedule; objectives which are demanded by the markets where Felguera Construcciones Mecánicas, S.A. competes, such as the power systems market (hydraulic, fossil-fuelled and wind), the large multinational laboratories, or the promising turnkey construction of Tunnel Boring Machines for civil works on major infrastructures, where it has been awarded two important contracts in 2002. 54 123456 7/8/03 09:56 Página 55 Fruit of the efforts made during past years which were focussed on making new developments and consequently providing greater added value products by its capacity to attend to more complex technical and technological requirements, Felguera Melt, S.A., has met its objectives to sustain growth. It is constantly incorporating modern production means to its manufacturing processes and its R&D team takes great care in obtaining appropriate technologies and strategic alliances with partners who complement their activities in the specialised markets where they operate, such as wind power generation or railway track material (crossings and turnouts, basically) for the high speed railway expansion projects both in Europe, and the domestic market namely with the development of the AVE lines. This line of business also includes two important service companies Felguera Montajes y Mantenimiento, S.A. and Felguera Revestimientos, S.A. These two companies have continued to grow, carrying out a complimentary role of significant importance with respect to finalising turnkey projects and cooperating in project commissioning not only for this line of business but also for Duro Felguera companies belonging to other lines, i.e. the Power Systems Line, with whom they have cooperated in the erection and commissioning of the latest combined cycle power generation projects. And all of this without abandoning their traditional markets where they have continued to provide their services, i.e. engineering, steelworks, mining, power generation, petrochemicals, etc. Growth shown by TEDESA in 2002 is basically due to a reorientation of its commercial strategies which started in past years and is geared to new products and equipment for the construction of public infrastructures and which are complementary to those of more traditional characteristics (although in constant innovation) such as mine framing, consolidation and shoring up of tunnels and trenches. To do this TEDESA has made significant investments in modern production equipment and has established decisive commercial agreements by which it has successfully opted for the manufacture of steel structures for large industrial buildings and the construction of back-ups for Tunnel Boring Machines, among other activities of note. 55 123456 7/8/03 09:56 Página 56 FELGUERA CALDERERÍA PESADA, S.A. Managing Director: Ms. Esperanza Gutiérrez Sánchez-Escalonilla The activities of Felguera Calderería Pesada, S. A., during 2002 are summed up in the main contracts explained below: PRODUCTS | Equipment for the chemical & petrochemical industries · Large scale crude and vacuum columns · Reactors · Exchangers · High-pressure separators · Desalinators · Spherical storage tanks · Digesters · Mounded vessels · Converters | Heavy equipment for industry in general · Steelworks · Power Systems · Cellulose and paper · Cement · Transport of liquefied gases | Off-shore equipment | In general, all types of heavy boilers Quality: Stamps ASME: U, U2 and S National Board: R (for alterations and overhauls of ASME equipment in service) S.Q.L. (for equipment destined for the People’s Republic of China) Certificates ISO 9000 / 2000 ISO 14001 / 2000 TUV: AD-Merkblatt HP0 / TRD 201 / DINEN 792-2 56 | Continuing with traditional activities, which have more than consolidated in the specialised market of heavy boiler making which is their speciality, by mainly supplying equipment to the petrochemical industry, fully dressed and manufactured with their special capacities: shaping of great thicknesses, of more than 200mm, high technology welding for steel Chrome, Nickel, Molybdenum and Vanadium alloys, and expedition of pieces and equipment of large dimensions and weights, directly from its own dock which is integrated in its facilities and which can be used by several types of ships: roll on – roll off, self-loaders, barges and floating cranes high enough to undergo ocean voyages. | It is notable that they have obtained a surplus order intake over 7% with respect to the forecast at the beginning of the year despite the adverse conditions of the international petrochemical sector and the competition offered by companies in certain Southeast Asia countries. This has once more demonstrated the capacity of Felguera Calderería Pesada, S. A. to respond and adapt to market environments. | It is the export capacity of its products that has made it possible for more than 85% of its contracts to have come from abroad in 2002, from England, Chile, Azerbaijan, Norway, Venezuela and Bulgaria, adding to its already extensive list of references of the most notable engineering and technological companies, both national and international working within the industrial and petrochemical sectors. To sum up, the main contracts awarded to Felguera Calderería Pesada, S.A. in 2002 were, among others: | Various gas-crude oil separators for a refinery in Azerbaijan. | A set of reactors for Foster Wheeler for the PETROX refinery in Chile. 123456 7/8/03 09:56 Página 57 | Also awarded by Foster Wheeler was the revamping of an FCC unit at a refinery in Bulgaria. | An FCC reactor for PDVSA in Venezuela. | For Linde and destined for an installation in Norway, the construction of several pressure vessels. Of the works carried out in 2002, worth pointing out are: | Within the package awarded by the Ameriven Group in Venezuela, the manufacture of a vacuum column of 12 metres in diameter. | The construction for Halliburton in the U.K. of 11 separators for a B.P. Exploration refinery in Azerbaijan. These works were performed along with the process design engineering which were included in the scope of the contract | The construction of 4 Unicracking reactors, made of alloy steel Cr-Mo-V for the PETROX refinery in Chile. Training Mindful of the high value placed on the human factor, Felguera Calderería Pesada, S.A., the same as other Duro Felguera business units, has spared no material or economic expense to continue training and professionally updating its personnel, always conscious of the fact that well trained and motivated personnel increase resource values and achieve high rates of performance. With this aim in mind and making the most of the professional training centre within its installations (certified by the National Employment Agency), in 2002 Felguera Calderería Pesada, S.A. organised an extensive Welding course. A screening process established that 15 professionals were eligible for the course of 924 man-hours, and Duro Felguera, S.A. made the commitment to employ 60% of those who successfully finished the course. The usual internal courses to update its own personnel were carried out in 2002, not only for labourers but also middle management and administration staff, paying special attention to Safety at Work. R&D Activities Of the activities carried out by Felguera Calderería Pesada, S. A., in the field of Research and Development, and in which the Asturias Technological Institute of Materials (ITMA) participated, the following stand out: The emergency brigade, permanently established at Felguera Calderería Pesada, organised first aid courses, imparted by the Duro Felguera Medical Service, in keeping with the Prevention of Labour Risks policy and in order to maintain updated its technology and intervention capacity. Increase of Productivity Study by use of 90 mm wide band in ES welding of pressure vessels. New build up in one sole Layer, of application on carbon steel materials for alloy type 316L using the ESW process or SAW process as an alternative. Investigation of the influence on mechanical properties of low temperature impact and increase in hardness of deposited metal and on the ZAT as a consequence of the reduction of the amount of time during the post-welding heat treatment, obligatory in the manufacture of pressure vessels of large diameter and thicknesses below 50 mm, using 2 _ Cr-1Mo type materials. ECOPRESS: Economic and Safe Design of Pressure Vessels applying new highly elastic steels. Project co-financed by the European Commission. 57 123456 7/8/03 09:57 Página 58 FELGUERA CONSTRUCCIONES MECÁNICAS, S.A. Managing Director: Mr. Cristino González León PRODUCTS | Equipment for the steelworks industry · Rolling mills, continuous casting, ladles · Boom Shears, milling towers, coilers | Cranes · Overhead, gantry, dockside · Mineral unloaders, containers | Hydraulic · Turbines and generators · Gates and cofferdams · Penstocks | Off-shore · Swivel, central pipe, mechanical parts, turrets and Sea platforms | Thermal Power · Boilers (HRSG) for combined cycle power plants · Exchangers, condensors · Kilns and mills · Fans · Dearators and heaters | Wind Power · Shafts for aerogenerators · Components for aerogenerators Felguera Construcciones Mecánicas, S.A. has not only maintained its collaborating, production unit role in turnkey contracts with other Duro Felguera lines, mainly in the power generation area, but has also revalidated its position as primary supplier of components and heavy equipment in sectors as diverse as power generation of different types (thermal, hydraulic, wind power), particle physics research or public works, among others. These have been spread over different areas of the globe, which only goes to confirm the confidence of our national and foreign customers in the quality and grade of compliance shown by Felguera Construcciones Mecánicas, S.A. The result has been to maintain a significant volume of order intake, once again surpassing the year’s forecast. It should be pointed out that foreign order intake in 2002 constituted 73% of the year’s total. Commercial Activities In addition to capturing new clients, which has allowed it to extend its commercial presence in many countries, it has also successfully opted for new and interesting products in growing sectors such as public works where two contracts were awarded to manufacture the same number of tunnel boring machines for Mitsubishi Heavy Industries. This not only adds a positive workload but also opens up possibilities for future negotiations, falling in line with its policy to expand technological assets, to establish stable agreement for further actions. This has been reflected in 2002 in the establishment of a commitment to set up future strategic alliances. The capabilities of Felguera Construcciones Mecánicas, S.A. and confidence in its quality of work as shown by its customers are proved once more. | Equipment for mining and mineral yards | Equipment for large civil works infrastructures, Tunnel boring machines | Industrial Equipment in general · Cement industry · Chemical & Petrochemical · Desalination Plants · Presses | Components for large research prototypes Quality: Stamps ASME: U, U2, S and NB PECAL/ AQAP 120 S.Q.L. (for equipment destined to the People’s Republic of China) Certificates: ISO 9000/2000 TUV: HP0 / TRD 201 58 Contracts awarded and executed in 2002 The following contracts were executed in 2002 or are still in progress for the previously mentioned new markets and customers: | Eight cryostats for the Atlas Project at the European Centre for Nuclear Research (CERN). | Three hundred and thirteen cryostats for the LHC Project at the European Centre for Nuclear Research (CERN). | Twenty-four boiler modules for CMI heat recovery steam generators (HRSG) destined for the Termorrio Power Generation Plant in Brazil, awarded in 2002. 123456 7/8/03 09:57 Página 59 | ACTIVITIES OF THE BUSINESS UNITS | Various components for wind power generators, such as masts, hubs, shaft supports, frames and shafts, within the contract to supply GAMESA with 100 units per year. | Various components for Francis and Pelton turbines belonging to Alstom Power Hydro, France. | Bodies and components for butterfly and spherical valves. | Complete pump bodies for Flor Serve destined for various petrochemical projects. | A coal mill for Claudius Peters for the pulverised coal injection system at ACERALIA blast furnace in Gijón. Of the order intake in 2002 by Felguera Construcciones Mecánicas, S.A. that was far beyond expectations, the following contracts are worth mentioning: | Two tunnel boring machines, TBM, for Mitsubishi Heavy Industries, for the construction of the Córdoba-Málaga high-speed railway line, also known as AVE. | One hundred and fifty “Service Modules” for the LHC Project at the European Centre for Nuclear Research (CERN). | One HRSG for the 1 x 400 MW power generation plant Cristóbal Colón. | Twenty-four boiler modules for CMI heat recovery steam generators (HRSG) destined for the Termorrio Power Generation Plant in Brazil. | Seven CH tanks for the Chicoasen Project in Mexico. Another year running the excellent capacities of Felguera Construcciones Mecánicas, S.A. are confirmed, offering great expectations for their future as one of the major centres of construction and machining of Capital Goods on the national and international markets. 59 123456 7/8/03 09:57 Página 60 FELGUERA MELT, S.A. Managing Director: Mr. Celedonio Rodríguez Riesco Felguera Melt fixed objectives mainly on its two core businesses in 2002: railway track material and foundry components for aerogenerators. As a result of its innovations, experience and high quality achieved in making components for the wind power industry, in conjunction with exhaustive commercial work in the sector, Felguera Melt maintains and constantly expands its list of clients: NEG – MIKON, LAGERWEY, GAMESA Eólica, IZAR, NKK, ENERCON, EHN, etc. Also praiseworthy are its constant efforts to innovate on the railway track material side of the business, using its experience and knowledge gained over that last few years as a basis. The consequence of all this is that in 2002 there was a significant increase in order intake going over the year’s budget by 20%. Part of the Felguera Melt success story is due to initiatives and actions which go to reinforce its commercial side, effectively improving and reconditioning its production installations which are ever more respectful with the environment, where new, modern systems of production are implemented, increasing capacities by incorporating new sand storage silos, automatic shot blasting equipment for pieces of up to 15 Tn, or silica sand aspiration equipment which reduces pollution levels at work stations and favours the working environment. PRODUCTS | Manufacture of iron and steel foundry parts · Foundry of grey iron – maximum weight per piece 40 t. · Foundry of iron modules - maximum weight per piece 25 t. · Foundry of carbon and manganese steel. Maximum weight per piece 3,5 t. · Foundry of wind power generator components | Manufacture of railway track material · Moulded manganese steel crossings · Sidings · Complete pre-mounted trappings on wood or concrete · Disconnecting gears · Double crossovers (scissors) · Rail bearers (sleepers) · Expansion joints · Split joints Quality: Certificates: AENOR: ISO 9001 60 123456 7/8/03 09:57 Página 61 | ACTIVITIES OF THE BUSINESS UNITS R&D Activities Felguera Melt is without a doubt ever more conscious of the difficulties to shore up business in highly competitive, growing, diversified modern markets which is why over the past years it has set its sights on constant innovation and development of its products and processes, patent in its R&D activities to date, such as: | Design, development and manufacture of a foundry made Frame for the Gamesa Eólica G52 aerogenerator. | Design and development of two prototype crossings with mobile heads installed on a diagonal for Metro Madrid. | Design and development of a prototype turnout for High Speed Railway lines at over 350 Km / hour. | Contract for the Metallurgy Department at Oviedo University to improve the metallurgy process when smelting either iron or steel. | Contract for the University of Corunna to carry out simulations and tests on the project of a prototype turnout design for High Speed Railways. Main contracts awarded in 2002 Throughout 2002 Felguera-Melt has been awarded several contracts of which the following stand out: | Design, manufacture and supply of various turnouts for ERGOSE destined for the Greek Railways. | Design, manufacture and supply of various turnouts and crossovers for FERROVIAL-AGROMAN, destined for the Spanish National Railway System. | Design, manufacture and supply of various turnouts and crossovers directly to Spanish National Railway System. | Design, manufacture and supply of various turnouts and crossovers for SACYR, destined for the Spanish National Railway System. | Design, manufacture and supply of various turnouts and crossovers for the METROLAM joint venture. | Design, manufacture and supply of various turnouts for Portugal. | Design, manufacture and supply of various turnouts for the Buenos Aires Metro (Argentina). | Supply of diverse material to the Morocco railways. | Supply of rotors, shafts, casings and other components for GAMESA, for the construction of wind power generators. | Supply of rotors, shafts, casings and other components for NEG-MICON (Denmark), for the construction of wind power generators. | Supply of rotors, shafts, casings and other components for NKK (Japan), for the construction of wind power generators. | Supply of rotors, shafts, casings and other components for IZAR, for the construction of wind power generators. 61 123456 7/8/03 09:57 Página 62 FELGUERA MONTAJES Y MANTENIMIENTO, S.A. Sole Administrator: Mr. Pedro García Fernández The high levels of quality and competitiveness demanded today by the large industrial projects necessarily leads for service companies to make permanent efforts to keep a foot in the markets. In this sense, Felguera Montajes y Mantenimiento, S.A. relies on vast experience, human and professional, and is equipped with the most modern techniques to handle specialised work in different areas competitively, such as: | Energy – Power Generation: this Line has much long standing experience which added to the erection contracts of combined cycle steam generators places the company in a privileged position on a national level in this sector. | Steelworks and Metallurgy: maintaining its presence in this area with extensive references for blast furnaces, coke batteries, sintering plants, rolling mills, continuous casting, structural mills, strip mills, rod mills, zinc production plants, etc. | Industrial Plants: Felguera Montajes y Mantenimiento, S.A., has participated in the erection of all types of industrial installations but mainly in the cement, chemical, petrochemical and naval sectors with wide experience in these fields. | Maintenance: throughout the last year, Felguera Montajes y Mantenimiento, S.A. has not only continued with maintenance contracts but has also reinforced activities in this field by extending into the integral maintenance field in the energy, chemical and petrochemical sectors. PRODUCTS | Engineering, management and development of erection projects for: · Power generation plants · Metallurgy and steelworks industries · Cement, paper, sugar, etc. plants · Car industry, naval sector, etc. · Chemical & petrochemical industries | Metal-mechanical and electrical erections for large installations to high levels to technical demand for industry in general | Revamping and maintenance Quality: Certificates AENOR: ISO 9002 / 1994 ASME: A. STAMP 62 123456 7/8/03 09:57 Página 63 | ACTIVITIES OF THE BUSINESS UNITS To carry out its usual works, the company has a great variety of material resources: truck-mounted cranes and lifting equipment, modern heat treatment equipment, non-destructive testing, etc. These are constantly being updated and modernised and adapting erection techniques to each specific situation on the field. The company also has a skilled and semi-skilled labour force which is highly qualified and experienced, but which undergoes regular training, specialising in planning, expediting, design of special tools, manoeuvres, safety, etc. Commercial Activity The capacity to adapt to different market conditions and the commercial performance of Felguera Montajes y Mantenimiento, S.A. have permitted it to dedicate great part of its resources to the power generation sector in which the projects for the Duro Felguera Power Systems Line and for other customers have demanded serious attention. Notwithstanding, it has also participated in other sectors such as the paper industry, steelworks, petrochemical plants, as well as in other activities in which it specialises, namely integral maintenance. References for 2002, finalised or ongoing Among others the following contracts and ongoing works worth pointing out: | Works on the programmed outage at the Coal fired Power Generation Plant in Lada, belonging to IBERDROLA. | Revamping works on the MEGASA SIDERURGICA infrastructure in Ferrol. | Maintenance works at the FERTIBERIA plant in Palos (Huelva) | Maintenance works at wood storage yard of the factory belonging to Empresa Nacional de Celulosa, ENCE, in Huelva. | Mechanical maintenance works at the Asturiana de Zinc plant in Asturias. | Revamping works on the coke gas and raw water systems at the ACERALIA factory. | Maintenance works at the coal fired Power Generation Plant in Lada, belonging to IBERDROLA. | Mechanical equipment erection on the Tin Line at the ACERALIA factory in Avilés | Maintenance works on the fluids systems of the Tin Line III at ACERALIA in Avilés. 63 123456 7/8/03 09:57 Página 64 FELGUERA REVESTIMIENTOS, S.A. FERESA Sole Administrator: Mr. Pedro García Fernández FERESA has carried on its activities in 2002, mainly in the power systems sector, but maintaining and expanding into different industrial sectors where its experience and grade of compliance stand out with major customers, such as: Foster Wheeler Iberia, FLS Miljo, CEPSA, SINAE, ALIBESA, SMURFIT, etc. Contracts executed or in progress in 2002 Of the contracts executed by FERESA in 2002, the most relevant are listed below: | Internal and external insulations on different equipment: boilers, ducts, valves, collectors, turbines, steam and water piping, etc for the combined cycle power generation plants Son Reus I and Besós. | Heat insulation works for HIDROCANTABRICO at the Aboño and Soto de Ribera Power Plants (Asturias). | Heat insulation works for IBERDROLA, at the Lada (Asturias) and Guardo (Palencia) Power Plants. PRODUCTS | Industrial Thermal Insulation | Refractory Linings | Maintenance and reconstruction of all types of thermal and acoustic linings Quality: Certificates AENOR: ISO 9002 / 1994 | Heat insulation works for SINAE on the whole of the purine treatment plant. | Supply and erection of tank lining for SINAE-Foster Wheeler Iberia at the Alperujo de Enemansa (Ciudad Real) and La Loma (Jaén) plants. | Heat insulation works for FLS-MILJO on the electrostatic precipitator at the SMURFIT-Nervión plant in Durango. | Heat insulation works for ALIBESA on asphalt tar tanks at its plant in Puerto Real. | Heat insulation works for CEPSA in various tanks at its plant in Algeciras. 64 123456 7/8/03 09:57 Página 65 | ACTIVITIES OF THE BUSINESS UNITS TÉCNICAS DE ENTIBACIÓN, S.A. TEDESA Managing Director: Mr. Carlos Ruiz Cornejo The traditional market of underground mining and especially in the Asturias region, has suffered considerable decreases over the last few years that were accentuated in 2002. TEDESA had already taken steps to reorient its business by focussing on two main activities; firstly to obtain the means and conditions necessary to manufacture new products and secondly to enter new markets with these products. Consequently, promoting and marketing efforts outside Asturias and strategic agreements to develop technologies needed to be increased. These efforts are already proving effective and they have contributed to the fact that TEDESA reached a considerable turnover figure in 2002, amply surpassing the established budget. The investments made in modern production units have provided the option of manufacturing structural elements and equipment for diverse sectors of industry, such as structures for industrial buildings or auxiliary equipment for large public works machines (tunnel boring machines) and above all the manufacture of formworks for tunnels, placing the company in an excellent position on the market. PRODUCTS | Mining: · Steel arches in TH, HEB, IPN sections · Hydraulic and friction props · Link bars · Lining sheets · Grating | Underground works: · Metal arches in TH, HEB, IPN sections · Lattice and rolled girders · Formworks · Bernold-type sheet · Anchor pins for resin | Trench Screen framing | Electricity Pylons Main contracts awarded and executed in 2002 | Manufacture of electricity pylons for SEMI Y S.R.F. MOYANO | Manufacture and supply of formworks for tunnels for DRAGADOS OBRAS Y PROYECTOS S.A. | Manufacture and supply of formworks for tunnels for the joint venture constructing the Lleida-Barcelona AVE line. | Manufacture and supply of formworks for tunnels for the LIERES joint venture, FERROVIALNECSO-ACS on the Cantábrico Motorway. | Mobile Phone Antenas | Steel structures Quality: Certificates AENOR: ISO 9001 Commercial Management The incorporation of new production methods has allowed new markets to be explored in the building and industrial structure sectors by focussing mainly on heavy machinery components of large dimensions whilst marketing of traditional products continues at the same time. Already incorporated into the production process are the new lattice girders, which as they grip to shotcrete with ease and with their weight characteristics and resistance, are being particularly successful on the market. The same goes for the formwork equipment developed and manufactured by TEDESA. | Manufacture and supply of formworks for tunnels for the MONTORNÉS joint venture. | Manufacture and supply of formworks for tunnels for the GUADALHORCE joint venture. | Manufacture and supply of the “back-up” structure for the Herrenknecht A.G. Tunnel Boring Machine, working on the Guadarrama tunnels for the new High Speed Railway. | Manufacture and supply of the back-up structure for the Mitsubishi Heavy Industries Tunnel Boring Machine, working on the Abdalajis tunnel for the new High Speed Railway. | Steel structure for the new Tin Line III building at the ACERALIA factory in Avilés. | Various steel casing systems for mining and public works in Spain and other countries. 65 123456 7/8/03 09:57 Página 66 THE POWER SYSTEMS LINE DURO FELGUERA, S.A., ENERGÍA Manager: Mr. Juan Carlos Torres Inclán Power Systems Line The Power Systems Line relies upon its long trajectory backed by over forty years experience in the power generation sector and this has led to the fact that in 2002 its aspirations were fulfilled when GESA and UNELCO both belong to ENDESA awarded the company with two combined cycle power generation projects Son Reus II (1 x 218 MW) and Barranco de Tirajana (1 x 219 MW) as Main Contractor, the first time in Spain that a national company is awarded a contract in this way. This has been the reward for the hard work of its highly qualified personnel and which shows the confidence placed on the company by leading customers and technological companies in the sector. CORE BUSINESS DURO FELGUERA, S.A. ENERGIA | Execution of Turnkey Projects for Gas Fired Power Generation Plants (Open and Combined Cycle) | Turnkey projects for conventional power plants Main Scope: | Project Management | Engineering | Supplies | Construction | Erection | Commissioning | Operation Quality Certificates Lloyd´s Register Quality Assurance, EN / BSEN / DIN EN- ISO 9001 / 2000, applicable to design, engineering, supply and construction of projects and services for industrial installations on a turnkey basis in the industrial and power generation sectors. 66 In a sector where contractual demands are highly stringent, as is the power generation sector, where equipment, work quality and compliance to schedules are directed towards quick and effective plant operation, a company like MOMPRESA is essential. This company not only supports Duro Felguera Energía in its new projects, but also with its ample experience and knowledge of the market, it has become a leading company in the erection and overhaul of power island, working on major power generation plants in Spain, Latin America and other countries in Europe. By adding OPEMASA, Duro Felguera Energía reinforces its already diverse capabilities to deal with power generation plant construction projects as main contractor, widening its scope to include Operation and Maintenance services. Below is a summary of the main works carried out by this Line throughout 2002. DURO FELGUERA, S.A., ENERGÍA The activities carried out by DURO FELGUERA ENERGÍA in 2002 to further develop their business are fundamentally based on its experience and on widening its capacity. It has continued to explore new business opportunities within the power market, as is the case with the future projects to adapt traditional coal fired power generation plants to environmental legislation, supported by their more than sufficient experience and the major technological companies in the sector. Duro Felguera Energía, always within its field of specialisation, has continued to maintain its presence in other 123456 7/8/03 09:57 Página 67 countries such as Portugal, Peru and Mexico where it has participated in various bids, which are soon expected to materialise. Also worth mentioning are the works carried out last year to finalise some of the projects awarded in previous years in which other Duro Felguera business lines have cooperated such as Felguera Construcciones Mecánicas, S.A. in manufacture and supply of the heat recovery steam generators (HRSG) among others, Felguera Montajes y Mantenimiento, S.A., MOMPRESA and OPEMASA with electromechanical erection, commissioning assistance and operation of the new power generation plants. DURO FELGUERA REFERENCES FOR GAS FIRED POWER GENERATION PLANTS COMMERCIAL OPERATON LOCATION COUNTRY PROJECT CUSTOMER COLOMBIA Las Flores I Las Flores II Las Flores III Termopon Termolasierra Termo Candelaria Banco Ganadero Westinghouse Westinghouse Westinghouse E.E.P.P. Medellín KMR Power Co. 1994 1996 1997 1998 1998 2000 Barranquilla Barranquilla Barranquilla Santander Puerto Nare Cartagena de Indias MEXICO El Saúz Huinalá Hermosillo Monterrey I y II Hermosillo Rosarito Monterrey III El Saúz II El Encino Valle de Mexico San Lorenzo Tuxpan Westinghouse Westinghouse Westinghouse ABB Alstom Power ABB Alstom Power ABB Alstom Power ABB Alstom Power SiemensWestinghouse SiemensWestinghouse ALSTOM Power CFE/SiemensWestinghouse CFE/SiemensWestinghouse 1998 1998 1998 1999 2001 2001 2001 2002 2002 2002 2003 2003 Querétaro Monterrey Hermosillo Monterrey Hermosillo Rosarito Monterrey Querétaro Chihuahua Mexico Puebla Veracruz SPAIN Besós San Roque Castejón Son Reus Barranco de Tirajana Son Reus II Endesa/Gas Natural Endesa/Gas Natural Hidrocantábrico Endesa (GESA II) Endesa (UNELCO) Endesa (GESA II) 2001 2002 2002 2002 2005 2005 Barcelona Cádiz Navarra Palma de Mallorca Gran Canaria Palma de Mallorca (*) S/C = Open Cycle C/C= Combined Cycle TYPE* CAPACITY MW C/C S/C S/C S/C S/C S/C Subtotal S/C S/C S/C C/C C/C C/C C/C S/C S/C S/C S/C S/C Subtotalal C/C C/C C/C C/C C/C C/C Subtotal 1 x 150 1 x 100 1 x 150 2 x 115 2 x 150 2 x 157 1.244 1 x 150 1 x 150 1 x 150 2 x 250 1 x 250 2 x 250 4 x 250 1 x 150 1 x 150 1 x 250 2 x 150 1 x 150 3.700 2 x 400 2 x 400 1 x 400 1 x 225 1 x 219 1 x 218 2.662 TOTAL 7.606 TECHNOLOGY Westinghouse Westinghouse Westinghouse Westinghouse General Electric Westinghouse Westinghouse Westinghouse Westinghouse ABB Alstom Power ABB Alstom Power ABB Alstom Power ABB Alstom Power SiemensWestinghouse SiemensWestinghouse Alstom Power SiemensWestinghouse SiemensWestinghouse ABB Alstom Power ABB Alstom Power ABB Alstom Power Alstom Power General Electric General Electric 67 123456 7/8/03 09:57 Página 68 | For ENDESA and located in Lanzarote and Ceuta, Duro Felguera Energía working in joint venture with Técnicas Reunidas, constructed two plants: 2 x 18 Mw. and 1 x 12 Mw. respectively, using Diesel units with MAN technology, on a turnkey contract basis and which are currently in commercial operation. Projects awarded in 2002 The previously mentioned presence of Duro Felguera Energía in foreign countries has not only included continuous marketing activities but also having been awarded two contracts in Mexico, as shown below: | San Lorenzo Project, in Puebla - Mexico, for Comisión Federal de Energía with Siemens Westinghouse technology, consisting of a power generation plant of two 150 Mw turbo generators (2 x 150 MW) to operate in open cycle. Works carried out in 2002 Of the works carried out in 2002, which have reached the final stages, the following are to be pointed out: | At the San Roque combined cycle plant in Cadiz for ENDESA – GAS NATURAL, 2 x 400 Mw power rate and constructed in consortium with Alstom Power, commissioning activities were carried out and both units were placed in commercial operation last summer. | At the combined cycle plant in San Adriá de Besós (Barcelona), also for ENDESA – GAS NATURAL, 2 x 400 Mw power rate and 2 x KA26 Alstom Power technology, commissioning and commercial operation was completed with success. | In Castejón, Navarra and in consortium with Alstom Power, commissioning activities were carried out on the 400 Mw Unit for Hidrocantábrico and which is already operating commercially. | In Son Reus (Palma de Mallorca), Duro Felguera Energía constructed a combined cycle power plant with one 225 Mw unit for GESA – ENDESA, based on 3 x KA8C Alstom Power technology. This plant had been operating commercially in open cycle since June 2001 and the works to place it in commercial operation in combined cycle were carried out in 2002. 68 | Tuxpan Project, in Veracruz – Mexico, also for Comisión Federal de Energía with Siemens Westinghouse technology, consisting of a power generation plant of one 150 Mw turbo generator (1 x 150 MW) to operate in open cycle. Of the contracts awarded in 2002 the most relevant, not only for the size of investment, but also for the widened scopes and responsibilities, are those listed below and in which Duro Felguera Energía is the main contractor. | For ENDESA – UNELCO, located in Gran Canaria, Duro Felguera Energía was awarded the complete execution of the gas fired power generation plant Barranco de Tirajana, with General Electric gas turbines and a combined cycle configuration, and with Alstom steam turbine, to generate 219 Mw. | For ENDESA – GESA II, located in Palma de Mallorca, Duro Felguera Energía was awarded the complete execution for a gas fired power generation plant, namely Son Reus II, with General Electric gas turbines and a combined cycle configuration, and with Alstom steam turbine, to generate 218 Mw. The execution of both projects is currently in progress. 123456 7/8/03 09:57 Página 69 | ACTIVITIES OF THE BUSINESS UNITS MONTAJES DE MAQUINARIA DE PRECISIÓN, S.A. MOMPRESA The constant trajectory of Mompresa is once more worth stressing. Throughout the year it has maintained its activities and reinforced it presence in the traditional markets of turbine and rotating machinery in general, mainly within the power generation sector where it acts on first phase equipment erection and assembly and in later overhauls and programmed maintenance outages. The spread of its activities has been maintained both in Europe and in Latin America, as can be seen in the summary of works carried out and awarded in 2002 below: Works carried out in 2002 to be noted: | Of the contracts established for periodical overhauls of machinery belonging to foreign and Spanish manufacturers and power generating companies, 23 Turbogenerators and Auxiliary Equipment were revised for different power generation plants in Spain, Italy and Turkey exceeding 7,2 Gw. | Erection and assembly work was finalised on the 335 Mw turbogenerator at the Naco Nogales Combined Cycle Plant in Mexico. | Also finalised last year were the civil works and electromechanical erection awarded in conjunction with the Power Systems Line for SiemensWestinghouse at the El Sáuz II and El Encino Power Plants in Mexico. | In Spain, the works on the combined cycle plants of Son Reus I, Besós, San Roque and Castejón, with Alstom turbines, were also finalised. The most relevant contracts | For General Electric in Turkey – overhaul of 3 alternators and 1 steam turbine at a power generation plant. | For Alstom in Italy – overhaul of 6 turbines at 3 power generation plants. CORE BUSINESS MOMPRESA Overhauls of: | Gas and Steam Turbines | Generators | AuxiliaryTurbines | Engines | Heater pumps | Condensators | Fans Erection: | Gas and Steam Turbines | Turbogenerators | Power generation plants, especially simple and combined cycles Predictive Maintenance: | Vibration analysis Quality: Certificate AENOR: UNE-EN ISO 9002 / 1994 | Several overhauls were awarded for various customers, i.e. ENDESA, UNION FENOSA, IBERDROLA, HIDROCANTÁBRICO, SIEMENS, GENERAL ELECTRIC, ALSTOM, etc, all in Spain, on different turbogenerators and auxiliary equipment. | In conjunction with Duro Felguera Energía, the erection of turbogenerator units on the new combined cycle projects Son Reus II and Barranco de Tirajana were also awarded. 69 123456 7/8/03 09:57 Página 70 OPERACIÓN Y MANTENIMIENTO, S.A. OPEMASA The deep involvement of the Power Systems Line in power generation projects has increased with the recent creation of the company OPEMASA, in which Mompresa holds a majority share interest, and which covers the everincreasing demand by customers for scope and guarantees in this area. With the incorporation of OPEMASA, commissioning, operation and maintenance activities are more within reach whilst at the same time projecting a more solid image of responsibility before the customer and increasing business opportunities. Fields of Action and Activities: The main fields of action where OPEMASA is already operating with clear perspectives for future growth are: Open and Combined Cycle Power Generation Plants, Cogeneration Plants and Diesel fired Plants, in which it carries out commissioning activities. The OPEMASA commissioning business basically comprises execution and administration of procedures, establishing equipment delivery schedules, coordination of subcontracted services and preparing and coordinating turnovers to the operation and maintenance personnel. CORE BUSINESS OPEMASA Precommissioning: | Final erection supervision | Punch lists | Compilation of documents Commissioning: Operation and Maintenance On those projects where the following works form a part of the scope, OPEMASA is more than capable of carrying them out with full guarantees; Operation of Systems up to provisional acceptance (PAC), operation and maintenance at first levels and integral maintenance of power generation facilities. | Equipment tests Start-up: | Execution and administration of procedures | Delivery schedules | Coordination | Preparation of turnovers and coordination of delivery Operation and Maintenance: | Operation of systems up to provisional acceptance | 1st level operation and maintenance | Complete maintenance of installations 70 To carry out these activities, OPEMASA relies upon the various Duro Felguera subsidiaries, as well as its own highly qualified technical personnel, summing long-standing experience to the development of engineering, manufacture of certain components, erection and maintenance of power generation plants. 123456 7/8/03 09:57 Página 71 | ACTIVITIES OF THE BUSINESS UNITS STORAGE LINE FELGUERA – IHI, S.A. Board Member: Mr. Antonio Martínez Acebal The capacity to adapt to different market demands is for Felguera-IHI one of the main virtues of its potential and which has sustained it ahead of its competitors and has significantly contributed to the fact that the company surpassed the year’s budget by more than 78% in 2002. It will therefore continue to the modernisation and extension of storage plants for some of the most notable customers in the petrochemical sector. The advantages that its wide range of products offers, sustained by modern and experience engineering, gives the company amply guaranteed access to contracts for cylindrical and spherical vessels of the most stringent technical specifications and to complete turnkey storage plants. Felguera-IHI has ample experience in this type of contractual mode participating in some cases with vested share interest demonstrating a self-confidence of the highest level. PRODUCTS Engineering, design, manufacture and erection of storage plants on a turnkey contract basis. | Storage plants for crude oil, derived products and chemicals | LNG regasification plants Engineering, design, manufacture and erection of individual storage equipment. | Fixed- and floating -roof tanks | Fixed-roof tanks with floating screen | Cooling and cryogenic tanks | Spherical storage pressure vessels for the chemical and petrochemical industries | Silos and thickeners Quality: Certificates: AENOR: ISO 9002 / 1994 Main contracts awarded in 2002 | In the field of fossil fuel storage, the project at the regasification plant in Barcelona for ENAGAS particularly stands our due to its technical complexity. This contract consists of the design, engineering and construction of one total containment tank to store Liquefied Natural Gas at a temperature of –170ºC. The tank comprises of an external armoured concrete tank and an internal recipient of 9% nickel-steel alloy, as well as the internals, externals and accessories. Main contracts executed in 2002 Just to illustrate, the following projects are some of those executed or finalised in 2002: | For CEPSA in Huelva, 2 dome-roof tanks of 50.000 m3 each to store gas oil. | In keeping with its international expansion in 2002, it was awarded 2 tanks for a petroleum oil/water separation process destined for Libya. | A turnkey ammonium storage plant for PROQUIMED-UBE. | Consolidating its presence in the main refinery expansion projects, a 100.000 m3 tank for crude oil storage was awarded by REPSOL-YPF in Puertollano. | A set of 6 vertical tanks for IHI-NISSAN at the NISSAN MOTOR IBERICA plant in Montcada (Barcelona) | Also for REPSOL-YPF, 2 tanks of 50.000 m3 each for gas oil and destined for the refinery at Puertollano. | For SINAE in Jaén, 2 taper-roof tanks of 3.000 m3 each to store olive oil industry products. | For the CEPSA factory in Huelva, one 4.000 m3 spherical tank to store butane. | Complete turnkey plant to store petroleum derived products at Motril (Granada) for SECICAR. 71 123456 7/8/03 09:57 Página 72 INTERNATIONAL LINE DURO FELGUERA MÉXICO, S.A. DE C.V. Director: Mr. Angel Peña Menéndez PRODUCTS ERECTION OF THE FOLLOWING TYPES OF PLANTS: | Power: Coal, gas fired combined cycle, hydraulic | Petrochemicals: New plants, modernisation and extension of already existing plants | Gas: Gas ducts, regasification plants, etc. MAINTENANCE: | Combined Cycle Plants | Others Working under its new name, this Mexican company has maintained its activities mainly in the power sector where it continued to develop last year and where it has future business prospects given development programmes and the levels of market consolidation that Duro Felguera Mexico has reached with various projects already finalised and in operation. Market prospects increase with the investment programmes foreseen in the petrochemical sector among others, reinforced by strategic alliances, e.g. with Grupo Diavaz and the incorporation of complementary companies, as is the case with the recently acquired Mexican engineering firm, PYCORSA. Quality: Certificates: ISO 9000 / 2000 ISO 14000 (in the pipeline) Works Executed or ongoing During 2002, Duro Felguera México continued with its work and finalised some of the major contracts that were already in progress. It has continued with those contracts already awarded and in development such as: | Finalisation and start-up of the 330 Mw combined cycle plant in Valle de México for Alstom. | In the traditional coal fired sector, Duro Felguera México continued with the electromechanical erection works for the 520 MW Power Plant at Tamuin. Significant Contracts obtained in 2002 The local part of the PEMEX contract for the extension to 400.000 t./year of the Pajaritos chloride derived products plant was awarded to Duro Felguera México in 2002 and civil works have already commenced. The main contract had previously been awarded to Duro Felguera, S.A. The execution conditions of this contract pose an interesting challenge, as it requires exhaustive programming, experience and capacity due to the fact that it must be executed whilst the current plant is in operation and without creating any interference. Within the power industry sector, of significance is the contract for Unión Fenosa, Soluziona to execute mechanical erection of the whole plant, and the supply and erection of BOP piping at the 335 MW de Naco-Nogales gas-fired power plant. 72 123456 7/8/03 09:57 Página 73 | ACTIVITIES OF THE BUSINESS UNITS Commercial Activity Duro Felguera México has been active commercially and has presented various offers for projects in diverse areas, power generation and petrochemical industries fundamentally, and has continued to support the different Duro Felguera business lines in Spain by aiding their marketing potential on the Mexican markets. Human Resources The Human Resources Department has continued to focus its efforts in training Mexican personnel. To do this it has relied on the one hand upon the support of Duro Felguera technicians who have gone to Mexico on specific occasions, and on the other, it has relied on experience gained on several already executed projects or those undergoing construction where the level of training has been patent given the grade of quality on executed works certified by their customers. The average workforce during 2002 consisted of 1,198 workers. Quality Policy The quality policy continued to be a firm objective in 2002, as demanded by market requirements and attending to customer grade of compliance in this respect and in delivery schedules. Objectives were reached and a constant effort was made to achieve improvements in cost factors, quality and delivery dates. The corresponding ISO 9000 / 2000 certification was obtained recently and adjustments are being made to meet requirements for the ISO 14000 certification relating to protection of the environment. 73 123456 7/8/03 09:57 Página 74 PROYECTOS E INGENIERÍA PYCOR, S.A. DE C.V. PYCORSA Director: D. Joaquín Rodríguez Torreblanca PRODUCTS ENGINEERING SERVICES: | Basic Engineering | Detail Engineering | Technical Assistance | Special Reports PROJECT DEVELOPMENT: | Technical and Financial Studies and Evaluations | Technology Selection | Topographical Studies | Environmental Studies | Financial Studies PROJECT ADMINISTRATION: | Planning, Administration and Control of Resources SUPPLIES: | Purchasing | Inspections | Logistics Quality Certificates NMX-CC-003/1995, ISO 9001/ 1994 With the recent majority share interest acquired in the engineering firm PYCORSA, Duro Felguera strengthens its presence on the Mexican and adjacent markets by complementing its service capacities with engineering, which in this case is specialised in the principle industrial sectors of the region. PYCORSA is a Mexican company with more than 27 years of experience in the public and private industrial sector and attends to the demands of industrial projects from its head office in Mexico City. It has wide experience in a varied number of disciplines, i.e. production, processes or storage in the power and petrochemical sectors of industry amongst others. When project characteristics so require, PYCORSA is able to establish work centres near customer installations. References and finalised or ongoing contracts With an extensive list of clients in which the following figure: 74 | Comisión Federal de Electricidad. | Comisión de Aguas del Valle de México. | Comisión Nacional de la Industria Azucarera. | Exxon México. | Foxboro. | Grupo Desc. | Gulf Engineering Co. (USA) | Kimberly Clark de México. | Mitsui. | PEMEX. | Praxair. | PRC Environmental. (USA) | Snamprogetti. (Italia) | Spie Batignoles. (Francia) | Tennessee Gas Co. | Universal Ensco Inc. (USA) | Williams Brothers Engineering Co. (USA) PYCORSA has recently carried out or is currently executing works for the extension of the Pajaritos refinery chloride III plant for PEMEX, a Polyethylene Plant for Escolin and Nitrogen plants for Praxair, among others. Human Resources The nature of PYCORSA’s typical activities demands constant attention to its main asset, its people. Human and material means are applied to maintain the best working conditions possible and the most modern methods of production based on computer support to aid and assure the quality of the environment and the final product. Last year the average workforce at PYCORSA consisted of 124 people with a peak of 210. These variations mainly depend on the workload of the projects in progress. Quality Policy Since 1999 PYCORSA holds the Quality Assurance System certificate for the Standard NMX-CC003/1995, ISO 9001/ 1994, issued by Instituto Mexicano de Normalización y Certificación, (the Mexican Standards Organisation) registered under number RSC-200. The scope of the procedures covers engineering services, studies and projects for different sectors of industry. It employs Mexican, European or North American codes and standards to develop projects and is currently working towards the ISO 9001/ 2000. 123456 7/8/03 09:57 Página 75 DIRECTORY 123456 7/8/03 09:57 Página 76 DIRECTORY PARENT COMPANY SUBSIDIARIES Registered Address: | DURO FELGUERA, S.A. C/ Marqués de Sta. Cruz, 14 33007 Oviedo (Asturias) Spain | CHAIRMANSHIP | Chief Executive Officer Tel.: +34 985 22 97 00 Fax: +34 985 21 93 39 e-mail: [email protected] | SECRETARY GENERAL | Board Secretary, Legal Counsel, | Patrimony & Archives Tel.: +34 985 22 60 20 Fax: +34 985 22 99 56 e-mail: [email protected] | MARKETING & DEVELOPMENT Tel.: +34 985 22 97 00 Fax: +34 985 21 93 39 e-mail: [email protected] | ORGANISATION | & HUMAN RESOURCES Tel.: +34 985 21 80 30 Fax: +34 985 20 39 34 e-mail: [email protected] | FINANCE Tel.: +34 985 22 63 83 / 22 99 19 Fax: +34 985 20 39 34 / 21 96 99 e-mail: [email protected] | DURO FELGUERA, S.A. ENERGÍA C/ Rodríguez Sampedro, 5 –7º 33206 – Gijón (Asturias) Spain Tel.: +34 985 17 94 00 Fax: +34 985 34 64 74 e-mail: [email protected] OFFICES IN MADRID | DURO FELGUERA, S.A. C/ Juan Esplandiú, 13-12ª B Edif. Centro O'Donnell 28007 Madrid España Tel.: +34 91 504 3545 - 91 504 3646 Fax: +34 91 504 6446 - 91 504 64 53 e-mail: [email protected] 76 | ACERVO, S.A. C/ Marqués de Sta. Cruz, 14 33007 Oviedo (Asturias) Spain Tel.: +34 985 22 63 83 Fax: +34 985 22 42 17 | DURO FELGUERA EQUIPOS | Y MONTAJES, S.A. Travesía del Mar s/n 33212 – Gijón (Asturias) Spain Tel.: +34 985 32 26 00 Fax: +34 985 30 00 86 e-mail: [email protected] | FELGUERA CALDERERÍA PESADA, S.A. Travesía del Mar, s/n. 33212 Gijón (Asturias) Spain Tel.: +34 985 32 26 00 Fax: +34 985 32 56 50 e-mail: [email protected] | FELGUERA CALDERERÍA PESADA | SERVICIOS, S.A. Travesía del Mar, s/n. 33212 Gijón (Asturias) Spain Tel.: +34 985 32 26 00 Fax: +34 985 32 56 50 e-mail: [email protected] | FELGUERA CONSTRUCCIONES | MECÁNICAS, S.A. Crta. de Langreo-Oviedo, s/n 33930 Barros (Asturias) Spain Tel.: +34 985 67 97 00 Fax: +34 985 67 97 02 e-mail: [email protected] | FELGUERA MELT, S.A. Prolg. Ing. Fernando Casariego, s/n 33930 La Felguera (Asturias) Spain Tel.: +34 98 569 56 11 Fax: +34 98 569 64 65 e-mail: [email protected] 123456 7/8/03 09:57 Página 77 | DIRECTORY | FELGUERA MONTAJES | Y MANTENIMIENTO, S.A. Crta. de Langreo-Oviedo, s/n 33930 Barros (Asturias) Spain Tel.: +34 985 67 97 50 Fax: +34 985 67 97 97 e-mail: [email protected] | FELGUERA PARQUES Y MINAS, S.A. Centro de Proyectos e Ingeniería C/ Hornos Altos, s/n (Valnalón) 33930 La Felguera (Asturias) Spain Tel.: +34 985 67 98 00 Fax: +34 985 67 37 63 e-mail: [email protected] | FELGUERA REVESTIMIENTOS, S.A. | FERESA Crta. de Langreo-Oviedo, s/n 33930 Barros (Asturias) Spain Tel.: +34 985 67 97 50 Fax: +34 985 67 97 97 e-mail: [email protected] | FELGUERA TECNOLOGÍAS | DE LA INFORMACIÓN, S.A. C/ José María Martínez Cachero, 15 - bajo 33013 – Oviedo (Asturias) Spain Tel.: +34 985 27 29 89 Fax: +34 985 27 59 60 e-mail: [email protected] | TÉCNICAS DE ENTIBACIÓN, S.A. | TEDESA Polígono de Silvota, parcela 10 33192 Llanera (Asturias) Spain Tel.: +34 985 26 04 64 Fax: +34 985 26 14 16 e-mail: [email protected] | MONTAJES DE MAQUINARIA | DE PRECISIÓN, S.A. | MOMPRESA C/ Rodríguez Sampedro, 5, 8ª 33206 Gijón (Asturias) Spain Tel.: +34 985 17 94 94 Fax: +34 985 35 53 77 e-mail: [email protected] | DURO FELGUERA | PLANTAS INDUSTRIALES, S.A. Centro de Proyectos e Ingeniería C/ Hornos Altos, s/n (Valnalón) 33930 La Felguera (Asturias) Spain Tel.: +34 985 67 98 00 Fax: +34 985 69 37 20 e-mail: [email protected] | OPERACIÓN Y MANTENIMIENTO, S.A. | OPEMASA C/ Rodríguez Sampedro, 5, 8ª 33206 Gijón (Asturias) Spain Tel.: +34 985 17 94 94 Fax: +34 985 35 53 77 e-mail: [email protected] | FELGUERA GRÚAS Y ALMACENAJE, S.A. Centro de Proyectos e Ingeniería C/ Hornos Altos, s/n (Valnalón) 33930 La Felguera (Asturias) Spain Tel.: +34 985 67 98 00 Fax: +34 985 67 37 63 e-mail: [email protected] | FELGUERA-I.H.I., S.A. Parque Empresarial Las Rozas C/ Jacinto Benavente, 4 28230 Las Rozas (Madrid) Spain Tel.: +34 91 640 20 51 Fax: +34 91 640 21 00 e-mail: [email protected] 77 123456 7/8/03 09:57 Página 78 SUBSIDIARIES AND BRANCH OFFICES ABROAD MEXICO INDIA | DURO FELGUERA MÉXICO, S.A. DE C.V. Río Tíber, 66 Piso 6 Col. Cuauthémoc 06500 – México DF México Tel.: +52 5 55 08 000 51 Fax: +52 5 55 08 013 32 e-mail: [email protected] | DURO FELGUERA S.A. India Representative Office 408, JOP Plaza, P-2, Sector 18 Noida (U.P.) - 201 301, adjoining New Delhi India Tel.: + 91 120 451 6210 / 11 Fax: + 91 120 451 6310 e-mail: [email protected] | PROYECTOS E INGENIERÍA PYCOR, S.A. | PYCORSA Río Tíber, 66 Piso 6 Col. Cuauthémoc 06500 – México DF México Tel.: +52 5 55 53 358 90 / 93 / 94 Fax: +52 5 55 20 760 11 e-mail: [email protected] BRAZIL | DURO FELGUERA POWER MÉXICO, S.A. | DE C.V. José Benítez 2228 B Altos. Colonia Obispado Monterrey 64060 Nuevo León – México Tel.: + 52 81 1052 8610 Fax: + 52 81 1052 8609 e-mail: [email protected] U.S.A. | TURBOGENERADORES DE MÉXICO, S.A. | DE C.V. José Benítez 2228 B Altos. Colonia Obispado Monterrey 64060 Nuevo León – México Tel.: + 52 81 1052 8610 Fax: + 52 81 1052 8609 e-mail: [email protected] VENEZUELA | FELGUERA PARQUES | Y MINAS DE VENEZUELA, S.A. Urbanización Santa Elena. Manzana 15 Casa B4 Sector Río Aro Puerto Ordaz – Ciudad Guayana Estado Bolívar – Venezuela Tel.: + 58 41 48 92 82 46 Fax.: + 58 28 69 51 26 29 e-mail: [email protected] 78 | DURO FELGUERA DO BRASIL LTDA. Alameda Jaú, 1528 - Coj. 62 01420-002 - São Paulo Brasil. Tel.: + 55 11 306 305 38 / 40 Fax: + 55 11 306 305 39 e-mail: [email protected] | DURO FELGUERA Delegación en USA 205 Cádiz Court Merritt Island - Florida 32953 U.S.A. Tel.: + 1 321 452 6162 Fax: + 1 321 427 4085 e-mail: [email protected] JORDAN | DURO FELGUERA P.I., SA Jordan Branch C.O. No 8 - 3rd floor. Haddad Center Building, Suweifiyeh P.O. Box 141556 Amman 11814 - Jordan Tel.: + 962 6 5821366 Fax: + 962 6 5821366 e-mail: [email protected] 123456 7/8/03 09:57 Página 79 | Dep. Legal AS- 79 123456 7/8/03 09:57 Página 80 80