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Notes to the Consolidated Financial Statements at 31 st December 2008 41 -DERIVATIVE SECURITIES During the year ended on the 31 st December 2008, the Group contracted a set of derivative securities aimed at minimizing exposure risks to exchange rate variances. The existing derivative securities consist in exchange rate swap contracts. This type of security contracting is done taking in consideration the risks which affect assets and liabilities and after verifying which existing instruments in the market seem to be more adequate to cover those risks. The contracting of these operations is subject to prior approval by the Board of Directors. They are permanently monitored, namely through the analysis of several indicators related to these securities, in particular the evolution of its market value and the estimated cash-flows and the market value sensitivity to the alterations in the key-variables that condition the structures, with the objective of evaluating the financial effects. The registration of the derivative securities is done in accordance with the provisions of IAS 39, being measured by its fair value, which is based on evaluations done by financial institutions. Being coverage securities or securitieds held for negotiation, they are qualified in compliance with the provisions of IAS 39. Securities not qualified as coverage (negotiation) The existing securities on the 31 st December 2008 are classified as securities not qualified as coverage (negotiation), being its nature and fair value on that date, as follows: Type of operation Maturity Underlying amount Fair value Interest rate swap – fixed rate 30 th April 2009 34,000 (358) Interest rate swap – fixed rate 30 th June 2009 65,000 (90) Interest rate swap – fixed rate 30 th June 2009 135,000 (188) Interest rate swap – fixed rate 1 st July 2033 15,640 (5,452) (6,088) The variances in fair value of these negotiation securities are directly registered in the results statements of the periods in which they occur. 42 - OTHER FINANCIAL COMMITMENTS Control of Investee Companies Most of the financing operations taken by operational companies or by sub-holdings do not foresee, in respective contracts, maintaining the control of most of its capital by Teixeira Duarte - Engenharia e Construções, S.A.. However, comfort letters requested to the parent-company for the purpose of contracting these operations, usually contain the commitment of non-alienating the control (direct and/or indirect) of those associated companies. On the 31 st December 2008 and 2007, the comfort letters granted by the parent-company and other affiliates amounted to 605,579 and 431,345 thousand Euros, respectively. On the 31 st December 2008 and 2007, factoring contracts were in force without any right of recourse, which were registered as accounts receivable reduction, amounting to 129,471 and 133,206 thousand Euros, respectively. In accordance with the contractual conditions, the Group’s responsibility is essentially restricted to the guarantee of acceptance by the customers whose invoices are the object of factoring. 224
Notes to the Consolidated Financial Statements at 31 st December 2008 43 - CONTINGENT ASSETS AND LIABILITIES On the 31 st December 2008 and 2007, the set of companies included in the consolidation had provided guarantees to third parties, as follows: 2008 2007 Collateral security provided: Bank 520,586 411,908 Real 371 27 520,957 411,935 Fidelity guarantee insurance 112,398 57,256 Bank guarantees were fundamentally provided for tender purposes, advances received and as guarantee of the good execution of works. Teixeira Duarte - Engenharia e Construções, S.A., BEL-ere - Engenharia e Reabilitação de Estruturas, S.A., EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Públicas, Ferroviárias e Marítimas, S.A., RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A., GSC – Compañia General de Servicios y Construccion, S.A., EMPA – Serviços de Engenharia, S.A. and TEGAVEN – Teixeira Duarte y Associados, C.A. have guarantee insurances provided as guarantee of the good execution of the works and of the services rendered. The actual guarantee was provided by EMPA – Serviços de Engenharia, S.A. corresponding to the mortgage of land plots to third parties in its construction activity. In addition to the previously indicated guarantees, the following mortgages were provided: To guarantee the loan contract with Caixa Geral de Depósitos, for the amount of 117,000 thousand Euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TDCIM - Sociedade Gestora de Participações Sociais, S.A. provided as collateral 26,907,230 shares of CIMPOR - Cimentos de Portugal, S.G.P.S., S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., gave as mortgage 30,000,000 shares of Banco Comercial Português, S.A.. To guarantee the loan contract with Caixa Geral de Depósitos, amounting to 342,500 thousand Euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. provided as collateral 22,000,000 and 28,500,000 shares of CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., respectively, and under contract, Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., also provided as collateral 87,250,000 shares of Banco Comercial Português, S.A. and 6,000,000 share units of Fundo Investimento Imobiliário Fechado TDF. To guarantee the loan contract with Banco Bilbao Vizcaya Argentaria, amounting to 75,000 thousand Euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., provided as collateral 98,500,000 shares of Banco Comercial Português, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. provided as collateral 3,600,000 shares of CIMPOR - Cimentos de Portugal, S.G.P.S., S.A.. To guarantee the loan contract with Banco Caixa Geral, amounting to 20,265 thousand Euros, granted by GSC – Compañia General de Servicios y Construccion, S.A., GSC – Compañia General de Servicios y Construccion, S.A., provided as collateral 2,100,000 shares of Banco Bilbao Vizcaya Argentaria, S.A.. To guarantee the commercial paper contract with Fortis Bank, amounting to 34,000 thousand Euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., a TEDAL - Sociedade Gestora de Participações Sociais, S.A. provided as promise of collateral 5,343,000 shares CIMPOR - Cimentos de Portugal, S.G.P.S., S.A.. To guarantee the commercial paper contract with Banco Espirito Santo, amounting to 100,000 thousand Euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. provided as collateral 13,350,000 and 6,850,000 shares of CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. provided as collateral 2,727,500 shares of EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A.. 225
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