Annual Report 2010 - CMVM

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Notes to the Consolidated Financial Statements as at 31 December 2010These are qualified as hedging instruments or instruments held for trading, in compliance with the provisions of IAS 39.Derivative financial instruments qualified as hedgesAs at 31 December 2010, an interest rate swap had been contracted at a fixed rate, which will fall due on 1 July 2033, for the purpose of hedging against the risk of interestrate volatility of the loan contracted with Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A. indicated in Note 35.The fair value of this instrument as at 31 December 2010 and 2009 reached EUR 7,524 thousand and EUR 4,888 thousand, respectively, unfavourable to the Group, which isrecognised in the heading of Other non-current liabilities (Note 39).In view of the provisions of IAS 39, this instrument was recorded as a trading derivative financial instrument since it does not fulfil all of the requirements for the application ofhedge accounting. The changes in the fair value of this trading instruments were, until that date, recorded directly in the income statements of the periods when they occurred.As of 1 January 2010, these requirements were fulfilled and, therefore, the derivative was then recorded as a cash flow hedge. Hence, during the year ended on 31 December2010, the effective component of the change of the hedging instrument was recognised in the Hedge operation reserve, at the value of EUR 1,868 thousand, net of the taxeffect.The main information underlying the determination of the fair value of this instrument as at 31 December 2010 was as follows:Days Rate EUR Source: EUR Fact1 EONIA 0.8170% ECB 0.9999774031 Euribor 1 M 0.7820% ECB 0.9993294690 Euribor 3 M 1.0060% ECB 0.99750070181 Euribor 6 M 1.2270% ECB 0.99388722365 Euribor 12 M 1.5070% ECB 0.98494910731 EUR SWAP 2Y 1.6010% ISDAFIX 0.968262841098 EUR SWAP 3Y 1.9340% ISDAFIX 0.943250071462 EUR SWAP 4Y 2.2450% ISDAFIX 0.913781681826 EUR SWAP 5Y 2.5170% ISDAFIX 0.881537632557 EUR SWAP 7Y 2.9340% ISDAFIX 0.814324093653 EUR SWAP 10Y 3.3310% ISDAFIX 0.717131195480 EUR SWAP 15Y 3.6830% ISDAFIX 0.576628517307 EUR SWAP 20Y 3.7440% ISDAFIX 0.4742372610958 EUR SWAP 30Y 3.5470% ISDAFIX 0.3461231841 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTSContingent liabilities:It is disclosed that during 2010, the Tax Inspection Authorities (DSIT) carried out external inspections to the company Teixeira Duarte - Gestão de Participações InvestimentosImobiliários, S.A. ("TDGPII, S.A."), which is 100% indirectly owned by Teixeira Duarte, S.A..As a result of these external inspections, of a general scope, to the accounting documentation of TDGPII, S.A. and relative to 2006, 2007 and 2008, the following correctionswere made to the initially calculated tax losses:Year Calculated Tax Loss DGCI Correction2006 24,950 18,8372007 51,176 29,3312008 64,606 45,327198
Notes to the Consolidated Financial Statements as at 31 December 2010These corrections result entirely from the non-acceptance, as a tax cost, of the financial costs incurred with the investment in subsidiary companies in the form of additionalpaid-in capital.Since TDGPII S.A. is subject to Corporate Income Tax (IRC) in accordance with the Special Taxation Scheme for Groups of Companies (article 69 and following of the IRC Code),the corrections to the tax losses of 2006 and 2007 were the object of IRC Settlement Statements issued to the controlling company – TD-EC, which filed a judicial review atthe Administrative and Fiscal Court of Sintra.Therefore, the taking of effect of the IRC Settlement Statement is suspended until the definitive decision is read on the judicial reviews which have been filed, regarding whichthe Board of Directors believes that its outcome will be favourable to TDGPII, S.A. and, consequently, to the controlling company.On the date of the closing of the Financial Statements for 2010, the corrections relative to 2008 had not yet been the object of any settlement of IRC.Guarantees:As at 31 December 2010 and 2009, the companies included in the consolidation perimeter had provided the following third-party guarantees:2010Bank guarantees provided 590,756Fidelity insurance 132,625The bank guarantees were essentially provided for the effect of tenders, advances received and as a completion bonds for works.EMPA – Serviços de Engenharia, S.A. provided a real guarantee, corresponding to the mortgage of land to third parties for its construction activity.To secure the loan contract signed with Banco Caixa Geral, of EUR 19,820 thousand, granted by GSC – Compañia General de Servicios y Construccion, S.A., GSC – CompañiaGeneral de Servicios y Construccion, S.A. pledged 2,133,870 shares in Banco Bilbao Vizcaya Argentaria, S.A. and mortgaged land situated in Madrid, at C/ Amália, 4 and 6.Also constituted in favour of Caixa Geral de Depósitos, was a mortgage on lot 3, situated in Lagoas Park, owned by Teixeira Duarte - Gestão de Participações e InvestimentosImobiliários, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. of the sum of EUR 44,335 thousand.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 – CompañiaGeneral de Servicios y Construccion, S.A. and EMPA – Serviços de Engenharia, S.A. have provided surety bonds to guarantee the good completion of works and services.Apart from the guarantees indicated above, the following pledges were also provided:To secure a loan contract signed with Banco Bilbao Vizcaya Argentaria, of the value of EUR 63,300 thousand, granted by Teixeira Duarte - Gestão de Participações e InvestimentosImobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged114,505.992 and 10,029,008 shares in Banco Comercial Português, S.A., respectively.To secure the commercial paper contract signed with Banco Espírito Santo, of EUR 50,000 thousand, granted by Teixeira Duarte – Engenharia e Construções, S.A. and TeixeiraDuarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestorade Participações Sociais, S.A. pledged 41,800,000 and 520,992 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de ParticipaçõesSociais, S.A. pledged 2,205,882 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..To secure the commercial paper contract signed with Banco Espírito Santo, of EUR 120,000 thousand, granted by Teixeira Duarte – Engenharia e Construções, S.A. and TeixeiraDuarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestorade Participações Sociais, S.A. pledged 98,200,000 and 3,370,000 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de ParticipaçõesSociais, S.A. pledged 5,294,118 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..To secure the commercial paper contract signed with Banco Espírito Santo, of EUR 60,000 thousand, granted by Teixeira Duarte – Engenharia e Construções, S.A. and TeixeiraDuarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora199
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Annual Report 2010 - CMVM

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