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Toyota Caetano Portugal, S.A.

Annual Report Apr 9, 2010

1918_10-k_2010-04-09_99c1d3d0-d9e6-4d46-99d1-78120716ee3b.pdf

Annual Report

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CONSOLIDATED ACCOUNTS & MANAGEMENT REPORT 2009

CONSOLIDATED FINANCIAL HIGHLIGHTS

DEC '09 DEC '08 DEC '07
SALES 399.124.912 535.378.134 545.529.809
CASH-FLOW 34.278.941 25.704.051 33.053.685
INTEREST AND OTHERS 251.383 4.146.802 2.168.472
PERSONNEL EXPENSES 47.897.001 50.003.086 52.182.116
NET INVESTMENT 6.653.760 7.575.069 25.941.915
NUMBER OF EMPLOYEES 1.943 2.110 2.102
NET INCOME WITH MINORITY INTEREST 10.241.559 1.565.706 11.125.356
NET INCOME WITH OUT MINORITY INTEREST 10.379.409 1.797.793 11.525.897
DEGREE OF AUTONOMY 47,26% 37,74% 42,31%

MANAGEMENT REPORT

INTRODUCTION

After a period of austere recession worldwide, 2009 was marked by a gradual recovery of the economic activity, mainly based in governmental policies that encourage expansion. Therefore, and according to IMF data, it is predicted that during 2009 there is still the possibility of occurring a retraction of the global economic activity, in approximately 0,8% being expected for 2010 an economy recovery, with an increase of around 3,9%.

Relating to the Portuguese economy, and overcoming the expectations initially predicted, it was possible to achieve a favourable behaviour towards the European average, being estimated that the retraction in the economic growth is of around 2,7%, evolving to a positive situation in 2010, with an increase of approximately 0,7%, according to the Bank of Portugal.

For a macroeconomic analysis of the Portuguese economy, below there is an indicators panel, in comparative terms:

(%) 2008 2009 (p) 2010 (p)
GDP 0,0 -2,7 0,7
Domestic Demand 0,9 -2,9 0,3
Export -0,4 -12,5 1,7
Import 2,1 -10,8 0,3
(p) - projection

Source: Bank of Portugal

In global terms, it is expected that 2010 will be a good year for a sustained economic growth, although the increasing unemployment rate path, a lower intervention at the state incentives level and higher restriction in credit grant, may induce an uncertainty degree relating to the present projections.

Automotive Area

Relating to the automotive area, activity area where Toyota Caetano Portugal Group mainly operates, in European terms there was a market retraction of 1,6% comparing to 2008, although the second semester revealed a truly favourable performance.

In Portugal, in the period being analyzed, the automotive market registered a decrease of 25,6% towards 2008, being the segment of the commercial vehicles the most punished. According to an ACAP quote, the automotive market contraction over the last years is due to the economic crisis conjuncture, as well as due to the exaggerated taxation over vehicles. Nevertheless, starting from August 2009, with the establishment of the End-of-Life vehicles Discontinuity Incentive Programme, that decrease was attenuated in the passenger vehicles, having been responsible for 25% of the total sales on this market. According to the State Budget 2010, now presented, it seems this incentive will remain during the current year, with new limits for CO2 emissions. Also within the State Budget scope, the Government proposes an increase of the taxes over vehicles in amounts substantially higher than the predicted inflation, what can condition the desired market growth.

To resume the companies activity that compose the consolidation perimeter of Toyota Caetano Portugal Group, following there is an aggregate approach to a group of indicators chosen to show the business evolution, in Euros.

TOYOTA CAETANO PORTUGAL, S. A.

Toyota Caetano Portugal, within the conjuncture felt during 2009, registered a significant break in turnover, having been translated in a reduction of 27,3% towards last year. Nevertheless, as a result of an effective management of expenditure policy and adequacy of stock, with a natural reflex at the financial costs level, allowed to achieve earnings before taxes of 7,4 million Euros, highly overcoming the 4,2 million Euros achieved in 2008. Besides the operational factors before mentioned, the result obtained in 2009 counted also with the recognition of 2,1 million Euros, of extraordinary nature, under programs of support to investment (POE-SIME) and to employment (PQE-PASA).

Toyota brand, represented by the Group, managed to maintain its market share in 6,1%, through the commercialization of 12,3 thousand units, registering a higher performance than the market, in what concerns passenger vehicles, that nevertheless was not accompanied by the commercial vehicles segment. Contributing to the first situation there is the launching of new models and generations, together with the success of the sales promotional campaigns.

In what concerns Lexus, the Premium brand also represented by the Group, it registered a decrease of units sold of approximately 15%, and only the RX model had a contrary performance, with the introduction of a new generation.

The forklifts activity, thanks to the launch of new models, as well as the fulfilment of two important fleet businesses, consolidated the leadership in this segment.

Relating to the industrial activity area of this company, its plant assisted to significant breaks in businesses, with a special incidence in the external market.

Therefore, the plant joined the Automotive Area Support Plan (P.A.S.A.), in March 2009, taking the change to reinforce the employers training. Together with this measure, there was also established an agreement with the employers for the creation of an hour bank, for a flexible workflow.

2008 2009 Variation
Turnover 405.392.814 294.821.381 -27,28%
(Sales and Services)
E.B.I.T.D.A. 17.090.379 19.000.982 11,18%
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
E.B.I.T. 8.901.959 9.941.126 11,67%
(Earnings before taxes and interests and others)
Earnings before taxes 4.156.395 7.430.524 78,77%

CAETANO AUTO – COMÉRCIO DE AUTOMÓVEIS, S.A.

Caetano Auto is the company that assures, in Toyota Caetano Portugal Group, the commercialization and repair of Toyota and Lexus vehicles, directly or indirectly, through its associated companies, Autopartner Comércio de Automóveis and Autopartner II – Reparadora de Colisão Automóvel.

At the turnover level, the company registered a decrease of activity of around 16,1%, where the decrease in vehicles sales assumed a higher relevance that in same way was attenuated by a better performance of the workshops. This activity decrease, nevertheless, did not led to a bad impact in the result of 2,6 million Euros, against the 159 thousand Euros registered in 2008. Contributing to this situation is the partnership renegotiation, as well as an internal restructuring oriented for the reduction of expenses, amounting to about 4 million Euros, besides an adequacy of stock.

It is important to refer the investment done by the company, amounting to 13,6 million Euros, among acquisitions and improvement works , in a way to dignify the brands that represents, maintaining the present quality levels of the facilities and equipments at the clients disposal.

2008 2009 Variation
Turnover 286.426.647 240.446.248 -16,05%
(Sales and Services)
E.B.I.T.D.A. 6.963.281 8.038.303 15,44%
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
E.B.I.T. -159.741 2.651.780 1760,05%
(Earnings before taxes and interests and others)
Earnings before taxes 159.371 2.553.959 1502,52%

AUTO PARTNER – COMÉRCIO DE AUTOMÓVEIS, S.A.

In the area of Porto, Auto Partner – Comércio de Automóveis, S.A., indirectly hold by Caetano Auto, is responsible for the commercialization and assistance of vehicles of Toyota brand.

Following the evolution registered in the companies before mentioned, there is also a turnover decrease towards 2008, of about 5,2%, not escaping the result to this performance, which registered a loss of approximately 454 thousand Euros.

2008 2009 Variation
Turnover 12.313.048 11.679.659 -5,14%
(Sales and Services)
E.B.I.T.D.A. -98.272 -330.038 -235,84%
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
E.B.I.T. -326.706 -395.426 -21,03%
(Earnings before taxes and interests and others)
Earnings before taxes -388.244 -453.779 -16,88%

AUTO PARTNER II – REPARADOR DE COLISÃO AUTOMÓVEL, S.A.

Auto Partner II – Reparador de Colisão Automóvel, S.A. operates as a collision centre in the area of Porto and Bragança, being indirectly held by Caetano Auto.

Although it is in a losses zone, in about 46 thousand Euros, it shows nevertheless a favourable evolution of the key indicators, with remarkable productivity increases, together with a more reduced employer's structure.

2008 2009 Variation
Turnover 5.706.531 5.650.026 -0,99%
(Sales and Services)
E.B.I.T.D.A. -71.285 194.421 372,74%
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
E.B.I.T. -141.699 -34.123 75,92%
(Earnings before taxes and interests and others)
Earnings before taxes -149.377 -35.895 75,97%

CAETANO RENTING, S.A.

Caetano Renting develops its activity in the rent-a-car area, giving priority to Toyota brand in the vehicles and forklifts fleet that owns.

In 2009, the company registered a decrease in the turnover of about 36%, within a conjuncture that originated this situation. Within this context, during the year, the fleet has been resized in a way to became adequate to the needs, what originated its reduction. With the fleet alienation there were surplus of 1,6 million Euros which contributed in a determinant way for the result achieved, the best since the company constitution.

2008 2009 Variation
Turnover 7.913.597 5.055.698 -36,11%
(Sales and Services)
E.B.I.T.D.A. 8.132.328 5.251.839 -35,42%
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
E.B.I.T. 1.640.904 1.114.648 -32,07%
(Earnings before taxes and interests and others)
Earnings before taxes 606.765 925.065 52,46%

CAETANO COMPONENTS, S.A.

Caetano Components has as main activity the production of components for the automotive area, mainly directed for the supply to other Salvador Caetano Group companies, namely Caetanobus and Toyota Caetano Portugal. Given the decrease in orders of this two main clients, the invoicing presented a decrease of 38,5% towards last year. With a costs structure mainly fixed, the decrease in production led to negative earnings before taxes of 466 thousand Euros, contradicting the favourable path that the company was following in the last years.

Nevertheless, there are signs that allow predicting a gradual recovery of the company, being predicted for 2010 the assembling of chassis for the new bus model C5, together with the production of seats for Levante model, which has as main destiny the United Kingdom market. Additionally, it is expected to reinforce the partnership already established with Efacec.

Toyota Caetano Portugal, SA – Consolidated Accounts Report – 2009

2008 2009 Variation
Turnover 7.952.815 4.891.446 -38,49%
(Sales and Services)
E.B.I.T.D.A. 585.108 41.627 -92,89%
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
E.B.I.T. 48.050 -432.374 -999,84%
(Earnings before taxes and interests and others)
Earnings before taxes 21.133 -448.803 -2223,71%

CABO VERDE MOTORS, S.A.

In Cape Verde, Cabo Verde Motor is the Group company responsible for the representation of Toyota brand.

With an economy strongly dependent on tourism, the impact of the crisis that is felt worldwide led to a regression of the company to levels of 2006. This way, Cabo Verde Motors suffered this effect that resulted in the sale of 521 vehicles, less 38% than in the same period of 2008. This strong decrease in activity was not accompanied by a significant increase in invoicing on after-sales, having as a consequence the reduction in 25% of the turnover.

Notwithstanding the fact that the company is under a rigorous costs control, the decrease in activity that was verified in the year under analyses, within a context of a structure adequate to the performance levels verified in previous years, led to the fact that the result achieved suffered a strong decrease.

2008 2009 Variation
Turnover
(Sales and Services)
19.303.244 14.487.454 -24,95%
E.B.I.T.D.A.
(Earnings before taxes, interests and others, depreciations,
Adjustments and extraordinary non operational)
3.012.242 1.413.673 -53,07%
E.B.I.T.
(Earnings before taxes and interests and others)
2.003.176 826.618 -58,73%
Earnings before taxes 1.985.053 809.697 -59,21%

Exchange rate 1€ = 109,89 CVE

FINANCIAL ACTIVITY

During this year in which Toyota Caetano Portugal Group maintains its consolidation perimeter unchanged, the activity reduction demonstrates the susceptibility of the automotive market within a context of economic and financial crisis worldwide, that only in the second semester started showing signs of some recovery.

(Thousands euros) 2008 2009 Variation
Total Operational Profits 561.818 438.074 -22%
Operational Results 7.997 14.485 81%
Earnings before taxes 3.850 14.234 270%

Following the turnover achieved, the following table presents the Group cost consolidated structure, in the period under analysis, as well as comparing to the same period of 2008, in a way to reinforce that within a context of activity reduction, the Group managed to adopt contention measures which allowed that the structure did not penalized the final results.

2008 2009
561.818 438.074
74,0% 70,0%
10,5% 10,3%
8,9% 10,9%
0,8% 0,7%
4,4% 4,7%
0,7% 0,1%
0,7% 3,2%

With a commercialization rate superior to the one obtained in 2008, the contribution of about 4 million Euros relating to a reversion of the estimated costs with the pension fund and the reduction of financial costs, it was possible to achieve earnings before taxes of 14 million Euros.

The net cash flow achieved in the period of 34,3 million Euros, 7,8% of the operational profits, comparing to the 25,7 million achieved in 2008, together with the Existences and Clients decrease, allowed a net investment of 12 million Euros, as well as the decrease of loans in 38% and also of debt to suppliers.

With the conjugation of the before mentioned contributes it was possible to achieve a comfortable Autonomy Degree of 47,3%, more 9,6 points than in 2008.

CONCLUSION

The closing of 2009 registers a gradual recovery tendency of the Portuguese economy, with a natural influence in the global performance of Toyota Caetano Portugal Group. This way, for the year of 2010 it is expected positive signs in terms of economic growth that should be accompanied by corporate policies attentive to the surrounding reality, based on the support pillars that guide the Group performance.

It is also important to refer the several prizes that awarded the good practices present in the companies universe that compose the Group, as well as new innovating projects, in the several areas of the Group.

Being the environmental concern one of the Group priorities, Ovar Plant was distinguished with the international ecological award Global Eco Award, directed to the Toyota Plant's network for the implementation of the project "Sustainable Factory, Zero Waist" to prevent and reduce pollution and waist. Also in the environmental area, the Portuguese readers of the magazine Reader's Digest elected Toyota as the brand with highest environmental reputation in the automotive area, recognizing it as "Trust Brand – Environment 2009".

Being the hybrid technology the example of sustainable mobility, it was celebrated a partnership between Toyota and Galp Energia for a real test of the Plug-in in Portugal. This is a Pan-European project, intended to incorporating the benefits of a hybrid, overcoming in this way the present difficulties of an electrical car.

At the same time, Toyota Caetano Portugal SA obtained the certification in the integrated system NP EN ISO 9001:2008 and NP EN ISO14001:2004, through the entity SGS ICS – International Certification Services for the activities of Import, Distribution and Commercialization of Vehicles, Parts, Accessories and Merchandising, Management and Development of Dealers Network and Authorized Repair Shop of the Brands Toyota and Lexus.

Given the relevance that is given to Customer Satisfaction as one of the main principles of the Group companies and of the brands it represents, one of the Toyota Dealers in Portugal - Caetano Auto (Minho), received the Customer Satisfaction European Award, the Ichiban, which translated from Japanese means "client first".

As an importer, Toyota Caetano Portugal itself attributed an Award of Excellence to the several dealers, having been delivered the one corresponding to 2009 to Caetano Auto (Centro), as a result of the global performance achieved and of communication and marketing attitude.

In the design area, the mini-bus Toyota Optimo Seven, produced in Ovar Plant, was awarded with one of the most important international awards, the Good Design Award, in the transport category 2009. This model design, developed by Portuguese Design Studio – Almadesign, was technically transposed for industrial mass production, based on innovating methods.

At the R&D, the company Caetano Components is part of a multidisciplinary partnership, together with other entities, for the realization of the project ISEAT – Research and Development integrated in components for railway banks, based on new materials and processes for a period of two years.

Following the before mentioned awards and projects, we also have to mention the signature of the Anti-Corruption Letter by Toyota Caetano Portugal promoted by the National Network Global Compact, with initiative in the United Nations, aiming at a responsible corporate citizenship, which ethic values have always been adopted, under the share of social responsibility guidelines of Toyota Motor Corporation.

We end this report with a special thanks to all the people that, with their commitment and dedication allowed substantiating the Group growth.

DECLARATION

The Board of Directors of Toyota Caetano Portugal, S.A. Group declares that, according to article 245, n. 1, paragraph c), of the Portuguese Securities Market Code, as far as their knowledge, the information predicted in paragraph a) of the before mentioned article was elaborated according to the applicable accounting standards, transmitting a truly and appropriated image of the assets and liabilities, of the financial situation and results of Toyota Caetano Portugal, S.A. Group, and that the management report faithfully demonstrates the business evolution, the Group performance and position, also containing a description of the main risks and uncertainties that it has to face.

Vila Nova de Gaia, 8 April 2010

Board of Directors

José Reis da Silva Ramos – President Hiroyuki Ochiai Andrea Formica Maria Angelina Martins Caetano Ramos Salvador Acácio Martins Caetano Miguel Pedro Caetano Ramos Rui Manuel Machado de Noronha Mendes

CONSOLIDATED STATMENT OF FINANCIAL POSITION AT 31 DECEMBER 2009 and 2008

ASSETS Notes IAS/IFRS
31-12-2009
IAS/IFRS
31-12-2008
NON-CURRENT ASSETS
Goodwill 9 611.997 611.997
Intangible Assets 6 334.149 509.477
Tangible Fixed Assets 7 93.487.822 100.359.672
Investment property 8 16.076.792 17.374.549
Available for sale Investments 10 62.136 4.712.757
Deferred tax Assets 15 1.798.198 2.559.878
Accounts Receivable 12 2.093.425 3.171.348
Total non-current assets 114.464.519 129.299.678
CURRENT ASSETS
Inventories 11 69.173.277 105.692.852
Accounts Receivable 12 62.017.688 72.117.474
Other Debtors 13 13.173.423 16.763.767
Public enteties 127.892 195.871
Other Current Assets 14 1.713.612 2.916.546
Available for sale Investments 10 5.305.021 -
Cash and cash equivalents 16 25.214.005 15.634.472
Total current assets 176.724.918 213.320.982
Total assets 291.189.437 342.620.660
SHAREHOLDERS' EQUITY & LIABILITIES
EQUITY
Share capital 17 35.000.000 35.000.000
Legal Reserve 7.498.903 7.498.903
Revaluation reserves 6.195.184 6.195.184
Translation reserves (1.695.238) (1.695.238)
Fair value reserves 885.936 231.536
Other Reserve 76.079.493 76.789.014
Net Income 10.379.409 1.797.793
18 134.343.687 125.817.192
Minority Interests 19 3.284.681 3.490.459
Total equity 137.628.368 129.307.651
LIABILITIES:
NON-CURRENT LIABILITIES
Long-term Bank loans 20 250.000 2.000.000
Pension Fund liabilities 25 - 291.338
Other Loans 20 2.119.358 -
Other Creditors 22 8.880.233 8.979.463
Deferred tax Liabilities 15 1.578.930 1.717.460
Total non-current liabilities 12.828.521 12.988.261
CURRENT LIABILITIES
Debenture Loan 20 73.387.506 116.407.762
Accounts Payable 21 30.611.514 42.264.757
Other Creditors 22 5.728.156 5.820.129
Public enteties 23 14.046.886 15.410.752
Other current liabilities 24 14.961.426 18.968.902
Provisions 26 828.133 631.184
Derivative financial instruments 27 1.168.927 821.262
Total current liabilities 140.732.548 200.324.748
Total liabilities and shareholder' equity 291.189.437 342.620.660

The annex integrates the Balance sheet at 31 December 2009.

ADMINISTRATIVE MANAGER BOARD OF DIRECTORS

ALBERTO LUÍS LEMA MANDIM JOSÉ REIS DA SILVA RAMOS – President HIROYUKI OCHIAI ANDREA FORMICA MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS RUI MANUEL MACHADO DE NORONHA MENDES

CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD ENDED AT 31 DECEMBER 2009 and 2008

IAS/IFRS IAS/IFRS
Notes 31-12-2009 31-12-2008
Operational Income:
Sales
Service Rendered
33
33
372.200.557
26.924.355
501.492.883
33.885.251
Other Operating Income 34 38.949.037 26.439.542
438.073.949 561.817.676
Operational Costs:
Cost of sales 11 303.155.837 419.041.990
Variation of Products 11 3.295.243 (3.292.589)
External Supplies and Services 45.320.386 59.175.778
Payroll Expenses 47.897.001 50.003.086
Depreciations and Amortizations 6 e 7 18.510.791 20.374.511
Investment property Amortization 8 1.138.524 1.307.099
Provisions and Impairment loss 26 1.030.447 2.988.498
Other Operating expenses 3.240.310 4.222.058
423.588.539 553.820.431
Operational Income 14.485.410 7.997.245
Finance costs 36 (3.620.389) (7.190.796)
Finance Income 36 3.369.006 3.043.994
Profit before taxation from continuing operations 14.234.027 3.850.443
Income tax for the year from continuing operations 29 (3.992.468) (2.284.737)
Net profit for the period 10.241.559 1.565.706
Net profit for the period attributable to:
Equity holders of the parent 10.379.409 1.797.793
Minority interest 19 (137.850) (232.087)
10.241.559 1.565.706
Earnings per share:
Basic
from continuing operations 30 0,293 0,045
0,293 0,045
Diluted
from continuing operations 30 0,293 0,045
0,293 0,045

The annex integrates the Income Statement for the period ending at 31 December 2009.

ADMINISTRATIVE MANAGER BOARD OF DIRECTORS ALBERTO LUÍS LEMA MANDIM JOSÉ REIS DA SILVA RAMOS – President HIROYUKI OCHIAI ANDREA FORMICA MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS RUI MANUEL MACHADO DE NORONHA MENDES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDING AT 31 DECEMBER 2009 E 2008

(Amounts expressed in Euros)

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The annex integrates this Statement for the period ending at 31 December 2009.

ADMINISTRATIVE MANAGER

ALBERTO LUÍS LEMA MANDIM

BOARD OF DIRECTORS JOSÉ REIS DA SILVA RAMOS – President HIROYUKI OCHIAIANDREA FORMICAMARIA ANGELINA MARTINS CAETANO RAMOSSALVADOR ACÁCIO MARTINS CAETANOMIGUEL PEDRO CAETANO RAMOSRUI MANUEL MACHADO DE NORONHA MENDES

TOYOTA CAETANO PORTUGAL, S.A. CONSOLIDATED STATMENT OF THE COMPREHENSIVE INCOME FOR THE PERIOD ENDING AT 31 DECEMBER 2009 E 2008

(Amounts expressed in Euros)

IAS/IFRS
31-12-2009
IAS/IFRS
31-12-2008
Consolidated net profit for the period, including minority interest 10.241.559 1.565.706
Components of other consolidated comprehensive income, net of tax:
Available for sale Investments fair value changes (Note 10)
Others
654.400
(125.242)
(6.564.231)
(99.775)
Consolidated comprehensive income 10.770.717 (5.098.300)
Atributable to:
Equity holders of the parent company
Minority interest
10.976.495
(205.778)
(4.652.754)
(445.546)

The annex integrates this Statement for the period ending at 31 December 2009.

ADMINISTRATIVE MANAGER BOARD OF DIRECTORS ALBERTO LUÍS LEMA MANDIM JOSÉ REIS DA SILVA RAMOS – Presidente HIROYUKI OCHIAI ANDREA FORMICA MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS RUI MANUEL MACHADO DE NORONHA MENDES

STATEMENT OF CONSOLIDATED CASH FLOWS

OPERATING ACTIVITIES 2009 (Euros)
2008
Collections from Customers 433.737.918 504.213.167
Payments to Suppliers (321.211.227) (408.273.539)
Payments to Personnel (39.358.985) (43.502.578)
Operating Flow 73.167.706 52.437.050
Payments of Income Tax (1.322.638) (5.709.167)
Other Collections/Payments Related to Operating Activities (10.522.647) (40.015.108)
Flow in Operating Activities 61.322.421 6.712.775

INVESTING ACTIVITIES

14.853.190
99.468 600
2.120.963
356.807 436.739
144.915 295.699
15.586.228
(1.130.000)
(16.031.932)
(88.963) (15.348.742) (562.157) (17.724.089)
11.598.704
14.320.857
(15.259.779)

Flow in Investing Activities (1.027.885) (2.137.861)

FINANCING ACTIVITIES

Collections from:
Loan
2.369.358
2.369.358
22.344.242
22.344.242
Payments to:
Loan
Lease Down Payments
Interest and Others
Dividends
(45.020.256)
(1.743.540)
(3.872.670)
(2.447.894) (53.084.360)
(2.867.102)
(326.695)
(5.574.202)
(8.767.657) (17.535.656)
Flow in Financing Activities (50.715.002) 4.808.586

CASH

Net Flow in Cash Equivalents 9.579.534 9.383.500
Changes in perimeter (Note 5)
Cash and Cash Equivalents at End of Period (Note 16)
25.214.006 1.744.539
15.634.472
Cash and Cash Equivalents at Beginning of Period (Note 16) 15.634.472 4.506.433

ADMINISTRATIVE MANAGER BOARD OF DIRECTORS ALBERTO LUÍS LEMA MANDIM JOSÉ REIS DA SILVA RAMOS – President HIROYUKI OCHIAI ANDREA FORMICA MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS RUI MANUEL MACHADO DE NORONHA MENDES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

1. INTRODUCTION

Toyota Caetano Portugal, S.A. ("Toyota Caetano" or "Company") was incorporated in 1946, has its headquarters in Vila Nova de Gaia, and is the Parent Company of a Group of companies ("Toyota Caetano Group"), which mainly develop economic activities included in the automotive sector, namely the import, assembly and commercialization of vehicles, bus and coach industry, sale and rental of industrial equipment forklifts, sale of vehicles parts, as well as the corresponding technical assistance.

Toyota Caetano Group develops its activity mainly in Portugal and Cape Verde.

Toyota Caetano shares are listed in Euronext Lisbon since October 1987.

As of December 31, 2009, the companies of Toyota Caetano Group, their headquarters and abbreviations used, are as follows:

Companies Headquarters
With headquarters in Portugal:
Toyota Caetano Portugal, S.A. ("Parent company") Vila Nova de Gaia
Saltano – Investimentos e Gestão, S.G.P.S., S.A. ("Saltano") Vila Nova de Gaia
Caetano Components, S.A. ("Caetano Components") Carvalhos
Caetano Renting, S.A. ("Caetano Renting") Vila Nova de Gaia
Caetano – Auto, S.A. ("Caetano Auto") Vila Nova de Gaia
Auto Partner, S.G.P.S., S.A. ("Auto Partner SGPS") Vila Nova de Gaia
Auto Partner - Comércio de Automóveis, S.A. ("Auto Partner") Vila Nova de Gaia
Auto Partner II - Reparador de Colisão Automóvel, S.A. ("Auto Partner II") Vila Nova de Gaia
Movicargo – Movimentação Industrial, Lda. ("Movicargo") (1) Vila Nova de Gaia
With headquarters in foreign countries:
Salvador Caetano (UK), Ltd. ("Salvador Caetano UK") (2) Leicestershire (England)
Cabo Verde Motors, S.A.R.L. ("Cabo Verde Motors") Praia (Cape Verde)

(1) Company acquired in 2008 (Note 5)

(2) Company inactive during 2009 and 2008

The attached financial statements are stated in Euros (rounding by unit), as this is the functional currency used in the economic environment where the Group operates. Foreign operations and transactions are included in the consolidated financial statements in accordance with the policy described in Note 2.2 d).

2. MAIN ACCOUNTING POLICIES

The main accounting policies adopted in the preparation of the consolidated financial statements are as follow:

2.1 BASIS OF PRESENTATION

These financial statements relate to the consolidated financial statements of Toyota Caetano Group and were prepared according to the IFRS – International Financial Reporting Standards emitted by the International Accounting Standards Board ("IASB"), the International Accounting Standards (IAS), emitted by the International Accounting Standards Committee ("IASC") and its respective interpretations - IFRIC e SIC, emitted, respectively, by the International Financial Reporting Interpretation Committee ("IFRIC") and by the Standing Interpretation Committee ("SIC"), that have been endorsed by the European Union, being effective for the annual periods beginning on or after 1 January 2009.

The accompanying consolidated financial statements have been prepared on a going concern basis and having as basis the principle of the historical cost and, in the case of some financial instruments, at fair value, based on the accounting records of the companies included in consolidation (Note 4).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

The following standards, interpretations, amendments and revisions endorsed by the European Union and mandatory in the fiscal years beginning in or after 1 January 2009, were adopted by the first time in the fiscal year ended at 31 December 2009:

Effective for annual
Standard/Interpretation periods
beginning on or after
NEW STANDARDS AND NEW
INTERPRETATIONS:
IFRS 8 – Operating Segments 1-Jan-09 IFRS 8 replaces IAS 14, reformulating the reportable segments and the
information to be reported about them.
IFRIC 13 – Customer Loyalty
Programmes
1-Jul-08 This Interpretation addresses the accounting by entities that provide
their customers with incentives to buy goods or services by given them
awards, are registered as a separated part of a sales transaction.
REVISIONS:
IAS 1 – Presentation of Financial
Statements Costs (revised in
2007)
1-Jan-09 This revision introduced many changes in terminology, including
changes to the headlines of financial statements, as well as changes in
format and content of those financial statements.
IAS 23 – Borrowing Costs (revised
in 2007)
1-Jan-09 This revision introduces the obligation of borrowing costs capitalization
related to assets that are qualified for that purpose.
AMENDMENTS:
IFRS 1 - First-time Adoption of
IFRSs / IAS 27 – Consolidated
and Separate Financial
Statements (Amendments)
1-Jan-09 These amendments refer to the measuring of investment costs in the
initial adoption of IFRS and to the recognition of dividends resulting from
subsidiaries, in the financial statements of the parent company.
IFRS 2 – Group Cash-settled
Share-based Payments
(Amendments)
1-Jan-09 These amendments clarify the definition of attribution conditions (vesting
and non-vesting conditions) and the accounting treatment of
cancellations.
IFRS 7 –Financial Instruments:
Disclosures (Amendments)
1-Jan-09 These amendments expand the disclosures required in respect of the
fair value of Financial Instruments and liquidity risk.
IAS 1 – Presentation of Financial
Statements / IAS 32 - Financial
Instruments: Presentation
(Amendments)
1-Jan-09 These amendments clarify the classification and presentation of financial
instruments with a put option.
IAS 39 - Financial Instruments:
Recognizion and measurement
(Amendments)
1-Jul-08 These amendments allow, under limited conditions, the reclassification
of non derivative financial instruments from the categories of fair value
by results or available for sale to other categories.
Improvements to IFRSs – 2007 Various (mainly 1-Jan-09) This process involves the revision of 32 standards.

The impact on the Group financial statements ended at 31 December 2009, resulting from the adoption of the standards, interpretations, amendments and revisions above mentioned was not significant.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

The following standards, interpretations, amendments and revisions, mandatory in future fiscal years, were, until the date of approval of these financial statements, endorsed by the European Union:

Effective for annual
Standard/Interpretation periods
beginning on or after
NEW STANDARDS AND NEW
INTERPRETATIONS:
IFRIC 12 – Service Concessions
Agreements
01-Jan-10 This interpretation, applicable to concessions of the type
public-to-private, considers the operator as a service provider
and introduces recognition rules from the operator of the
construction revenue and of the infrastructure operation and
its measurement.
IFRIC 15 – Agreements for the
Construction of Real Estate
01-Jan-10 This interpretation determines whether an agreement for the
construction of real estate is within the scope of IAS 11
Construction Contracts or IAS 18 and when revenue from the
construction of real estate should be recognised.
IFRIC 16 – Hedges of a Net
Investment in a Foreign Operation
01-Jul-09 This interpretation provides guidelines about the accounting
of the hedging of net investments in foreign operations.
IFRIC 18 – Transfers of Assets from
Customers
Transfers done on or
after 01-Jul-09
This interpretation gives guidelines on the accounting by the
operators of fixed tangible assets from customers.
REVISIONS:
IFRS 1 - First-time Adoption of
International Financial Reporting
Standards (Revised in 2008)
01-Jan-10 This revision reflects the several changes occurred since the
first version of this standard.
IFRS 3 – Business Combinations and
IAS 27 – Consolidated and Separate
Financial Statements (Revised in
2008)
01-Jul-09 These revision introduces changes in: (a) measuring non
controlling interest (before mentioned minority interest); (b)
recognition and subsequent measurement of contingent
payments; (c) treatment of direct costs related to the
combination; and (d) register of interest purchase in already
controlled entities and of interest sale without loosing control.
AMENDMENTS:
IAS 39 - Financial Instruments:
Recognizion and measurement
(Amendments)
01-Jul-09 These amendments clarify some aspects of the hedging
accounting, namely: (i) identifying inflation as a hedging
risk and (ii) hedging with options.
IFRIC 9 - Reassessment of Embedded
Derivatives / IAS 39 – Financial
Instruments: Recognizion and
measurement (Amendments)
Annual periods ended
or after 30-Jun-09
These amendments clarify the circumstances in which it
is allowed the subsequent reassessment of mandatory
separation of an embedded derivative.

These standards although endorsed by the European Union were not adopted by the Group in the annual period ended on 31 December 2009, once its application is not yet mandatory. No significant impacts are expected in the financial statements resulting from their adoption.

In the preparation of the accompanying financial statements several estimations were used which influence the value of the assets and liabilities stated, as well as the losses and profits of the period reported. However, all estimates and assumptions made by the Board of Directors were based on the best knowledge of events and transactions in progress, existing at the date of financial statements approval.

2.2 CONSOLIDATION PRINCIPLES

Consolidation principles used by the Group were as follows:

a) Investments in Group companies

Investments in companies in which the Group has, directly or indirectly, more than 50% of the voting rights in General Meeting or Partners or in which it has the power to control financial and operating policies (definition of control used by the Group), were fully consolidated in the accompanying consolidated financial statements. Equity and net results corresponding to third parties participations in those companies are recorded separately in the consolidated statement of financial position and in the consolidated income statement under the caption "Minority Interests". Fully consolidated companies are listed in Note 4.

When losses attributable to minority shareholders exceed minority interest in shareholders equity, the Group absorbs the excess together with any additional losses, except when the minority shareholders have the obligation and are capable of covering those losses. If the subsidiaries subsequently report profits, the Group appropriates all the profits until the amount of minority interests in these losses absorbed by the Group is recovered.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

In the purchase of companies it is followed the purchase method. Identifiable assets and liabilities of each associate company are stated at their fair value at the date of acquisition. Any excess in the acquisition cost over its fair value of net assets and liabilities acquired is recorded as a consolidation difference (Notes 2.2 c)). In case of a negative difference between the acquisition cost and the fair value of the identifiable net assets and liabilities acquired, it is recognised as income in the consolidated statement of profit and loss of the period of the acquisition after a reassessment of the estimated fair value. Minority interests are presented according to their share in the fair value of the identifiable assets and liabilities of the acquired subsidiaries.

The results of the subsidiaries acquired or disposed during the period are included in the consolidated income statement from the effective date of their acquisition or up to the date of disposal.

Whenever necessary, adjustments to the financial statements of Group companies are made, in order to adapt their accounting policies to those used by the Group. All transactions, margins generated among the Group companies, balances and distributed dividends among Group companies are eliminated in the consolidation process.

Whenever the Group substantially holds control over other entities created for a specific purpose, even if no share capital is directly held in those entities, these are consolidated by the full consolidation method.

b) Investments in associated companies

Investments in associated companies (companies where the Group has significant influence, but has no control over financial and operational decisions – usually corresponding to holdings between 20% and 50% in a company's share capital) are accounted for in accordance with the equity method.

According to the equity method, investments are initially recorded at their acquisition cost annually adjusted by the amount corresponding to the Group's share on the changes of equity (including the net profit) of the associated companies, against profit and losses of the year and by any dividends received and others variations occurred in the associated companies.

Any excess of the acquisition cost over the Group's share in the fair value of the identifiable net assets and liabilities acquired is recorded as goodwill which is included in the caption "Investments in associated companies" (note 2.2 c)). If those differences are negative they are recorded as a gain of the year in the caption "Gains and losses in associated companies" after reconfirmation of the fair value assigned.

An assessment of investments in associated companies is performed, whenever there are signs of impairment, and recorded as a cost, when confirmed. When the losses by impairment recognised in previous years no longer exist, they are submitted to reversion.

When the Group's share of losses of the associated company exceeds the investment's book value, the investment is recorded at nil value while the net equity is not positive, except to the extent of the Group's commitments to the associated company being in such cases recorded a provision to cover those commitments.

Unrealised gains arising from transactions with associated companies are eliminated proportionally to the Group's interest in the associated company, against investment held. Unrealised losses are also eliminated, but only to the extent that there is no evidence of impairment of the asset transferred.

As of December 31, 2009 and 2008, there were no investments in associated companies.

c) Consolidation differences

Differences between the acquisition cost of Group companies and the fair value of identifiable assets and liabilities (including contingent liabilities) of those companies as of the acquisition date if positive are recorded under the caption "Consolidation differences" (Note 9) and if negative, as an income in the consolidated income statement, after reconfirmation of the fair value assigned.

Differences between the acquisition cost of associated companies and the fair value of identifiable assets and liabilities of those companies at the acquisition date, if positive, are recorded in caption "Investments in associated companies" and if negative, as an income in the consolidated income statement, after reconfirmation of the fair value assigned.

The amount of the consolidation differences is not depreciated and the Group annually makes formal impairment tests. The recoverable amount is the value in use is the present value of the future cash flows

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

expected, to be derived from the continuous use of the asset. The impairment losses resulting from the consolidation differences registered in the annual period are registered in the annual income statements in the item "Provisions and impairment losses".

The impairment loss recognised for consolidation differences shall not be reversed.

d) Conversion of financial statements of foreign entities

Assets and liabilities in the financial statements of foreign entities are translated to Euros using the exchange rates in force at the statement of financial position date, and gains and losses as well as cash flows are translated to Euros using the average exchange rates for the year.

Exchange rate differences originated after January 1, 2004 are recorded in equity under the caption "Translation reserves". The accumulated exchange differences generated before January 1, 2004 (IFRS transition date) were written-off against the caption "Other reserves".

Whenever a foreign entity is disposed, the accumulated exchange rate differences are recorded in the financial statements as a profit or loss in the disposal.

Exchange rates used in 2009 and 2008 in the translation into Euros of foreign subsidiaries were as follows:

2009
Final Exchange Average Historic Exchange at Final Exchange
Items Currency 2009 Exchange 2009 the Date of Incorporation 2008
Cabo Verde Motors, SARL CVE 0,009069 0,009069 0,009069 0,009069
Application Statement of financial position Accounts
except Equity
Income Statement Share Capital Retained
Earnings
2008
Final Exchange Average Historic Exchange at Final Exchange
Items Currency 2008 Exchange 2008 the Date of Incorporation 2007
Cabo Verde Motors, SARL CVE 0,009069 0,009069 0,009069 0,009069
Application Statement of financial position Accounts
except Equity
Income Statement Share Capital Retained
Earnings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

2.3 MAIN ACCOUNTING POLICIES

The main accounting policies used by Toyota Caetano Group in the preparation of the consolidated financial statements were as follows:

a) Tangible Fixed Assets

Tangible fixed assets acquired until January 1, 2004 (IFRS transition date) are recorded at deemed cost, which corresponds to its acquisition cost or its revalue acquisition cost in accordance with generally accepted accounting principles in Portugal (and in the subsidiaries countries) until that date, net of accumulated depreciation and accumulated impairment losses.

Tangible fixed assets acquired after that date is recorded at acquisition cost, net of accumulated depreciation and accumulated impairment losses.

The impairment losses detected in the tangible fixed assets realization value are registered in the year in which they are estimated by counterpart of the item "Amortizations and depreciations" of the financial statements.

Depreciation is computed on straight-line basis as from the date the asset is first used according to the following expected useful lives:

Years
- Buildings and other constructions 20 - 50
- Machinery and equipment 7 - 16
- Vehicles 4 -
5
- Tools and utensils 4 - 14
- Administrative equipment 3 - 14
- Other tangible assets 4 -
8

Expenses with maintenance and repair costs of tangible fixed assets are recorded as a cost in the year in which they occur. The repairs of significant amount that increase the estimated usage period of the assets are capitalised and depreciated according to the assets remaining useful life.

Tangible fixed assets in progress relate to tangible assets under construction/development, and are recorded at acquisition cost. These assets are transferred to tangible fixed assets and depreciated as from the date in which they are prepared for use and in the necessary conditions to operate according with the management.

Gains or losses arising from the disposal or write-off of tangible fixed assets are computed as the difference between the selling price and the net book value at the date of disposal/write-off, and are recorded in the statement of profit and loss as "Other operating income" or "Other operating expenses".

b) Intangible assets

Intangible assets are recorded at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Intangible assets are only recognized if it is likely that future economic benefits will flow to the Group, are controlled by the Group and if their cost can be reliably measured.

Research costs and expenses with new technical knowledge are recorded as costs in the statement of profit and loss when incurred.

Development costs are capitalized as an intangible asset if the Group has proven technical feasibility and ability to finish the development and to sell/use such assets and it is likely that those assets will generate future economic benefits. Development expenses which do not fulfil these requirements are recorded as an expense in the period in which they are incurred.

Internal expenses related to Software maintenance and development are recorded as costs in the statement of profit and loss, except in situations in which these expenses are directly related to projects from which it is likely that future economic benefits will flow to the Group. In such circumstances, these expenses are capitalized as intangible assets.

Intangible assets are depreciated on a straight-line basis over a period of three to five years.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

The depreciation charge for each period of intangible assets shall be recognized in profit or loss in item "Depreciations and amortizations".

c) Investment properties

Investment properties which relate to real estate assets held to obtain income through its lease or for capital gain purposes, and not for use in production, external supplies and services or for administrative purposes, are recorded at its acquisition cost, being the respective fair value disclosed in the Notes to the financial statements (Note 8).

Whenever these assets fair value is lower than the respective acquisition cost, an impairment loss is recorded against the caption "Investment properties amortization" in the statement of profit and loss. As of the moment in which the recorded accumulated impairment losses no longer exist, they are immediately reversed against the caption "Other operating profits" in the statement of profit and loss until the limit of the amount that would have been determined, net of amortizations or depreciations, if no impairment losses would have ever been recognized in previous years.

Investment properties disclosed fair value is determined on an annual basis by an independent appraiser – American Appraisal (Market, Cost and Profit Method models), being the last reported to 2008.

d) Lease contracts

Lease contracts are classified as (i) financial lease contracts, if all or a substantial part of the risks and benefits related to possession are transferred and as (ii) operational lease contracts if all or a substantial part of the risks and benefits related to possession are not transferred.

Classification as financial lease contracts or as operational lease contracts depends on the substance of the transaction and not on the form of the contract.

Tangible fixed assets acquired under financial lease contracts, as well as the corresponding liabilities are recorded according to the financial method and, consequently, the cost of the fixed asset is recorded in tangible fixed assets captions and the corresponding responsibility as suppliers of fixed assets captions. Lease down payments are constituted by interest expenses and by the amortization of capital in accordance with the contractual financial plan, with interests recognised as expenses in the statement of profit or loss for the year to which they relate and with the depreciation of the tangible fixed assets according to their estimated useful lives, according to Note 2.3. a).

For lease contracts considered as operational, the rents paid are recognized as an expense in the statement of profit or loss over the rental period (Note 35).

e) Inventories

Goods, raw, subsidiary and consumable materials are stated at acquisition average cost, which is lower than market value.

Finished and intermediate goods as well as work in progress are stated at production cost, which is lower than market value. Production costs include the cost with raw materials, direct labour, production overheads and external services.

Accumulated impairment losses to reduce inventories value reflect the difference between their acquisition cost and net realizable or market value.

f) Government or Other public entities subsidies

Government subsidies are recognized at the respective fair value when there is a solid guarantee that they will be received and that the Company will be able to accomplish the conditions required to its concession.

Non repayable subsidies obtained to finance investment in tangible fixed assets are recorded, only when there is a reasonable guaranty of receiving, as "Other non current liabilities" and "Other current liabilities", and recognized in the income statement as an income in accordance with the depreciation of the related tangible fixed assets.

The subsidies related to incurred costs are registered as a gain if there is a reasonable guaranty that they will be received, if the company has already incurred in the subsidiary costs and if they fulfill the conditions for their concession.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

g) Impairment of assets, excluding Consolidation differences

Assets are assessed for impairment at each statement of financial position date and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Whenever the carrying amount of an asset exceeds its recoverable amount (defined as the highest of the net sale price and the use value, or as the net sale price for assets held for sale), an impairment loss is recognized in the statement of profit and loss under the caption "Provisions and impairment losses". The net selling price is the amount that would be obtained from the sale of an asset in a transaction between independent entities, less the cost of the disposal. The value in use is the present value of estimated future cash flows expected to arise from the continued use of an asset and its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if not possible, for the cash-generating unit to which the asset belongs.

The reversal of impairment losses recognized in previous years is recorded when it is concluded that the impairment losses recognized for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment losses previously recognized have been reversed. The reversal is recorded in the statement of profit or loss in the caption "Other operating income". However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciation and amortization) had no impairment losses been recognized for that asset in prior years.

The evidence of existence of impairment in the accounts receivable appears when:

  • The counterpart has significant financial difficulties;
  • There are significant delays in the main payments by the counterpart;
  • It is probable that the debtor will be subject to dissolution or a financial restructure.

For the receivable debts, the Group uses historic information and information from their credit and law control departments, which allow making an estimation of the impairment amounts.

In the case of the "Inventories", the impairment losses are calculated based on market indicators and on several indicators of inventories rotation.

h) Financial expenses

The financial expenses related with loans obtained (interest, bonus, accessory costs and lease contract's interests) are recorded as cost in the income statement of the year to which they relate, on an accrual basis.

i) Provisions

Provisions are recognized when, and only when, the Group has a present obligation (legal or constructive) arising from a past event; it is probable that an outflow of resources will be required and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each statement of financial position date and adjusted as to reflect the best estimate of its fair value as of that date (Note 26).

Restructuring provisions are recorded by the Group whenever there is a formal and detailed restructuring plan and it has been communicated to parties involved.

  • j) Financial instruments
  • i) Investments

Investments held by the Group are classified as follows: 'Investments measured at fair value through profit and loss', 'Loans and receivables', 'Investments held to maturity' and 'Investments available for sale'. The classification depends on the subjacent intention of the investment acquisition.

Investments at fair value through profit and loss

This category is divided into two subcategories: "investments held for trading" and "investments at fair values through profit and loss". An investment is classified in this category if it is acquired with the objective of being sold at short term or if the adoption of the valorisation through this method significantly eliminates or reduces an accounting difference. The derivatives instruments are also classified as held for trading, except if they are related to hedging operations. The assets within this

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

category are classified as current assets in case they are held for trading or if it is expected that they will be realized within a period inferior to 12 months starting from the Statement of financial position date.

At December 31, 2009 and 2008, Toyota Caetano Group did not have financial instruments registered in the items "investments held for trading" and "investments at fair values through profit and loss".

Investments held to maturity

These are financial non-derivative assets with defined or determinable payment dates, have defined maturity or determined payment dates and there is an intention and capacity to maintain them until the maturity date. These investments are classified as non-current Assets, unless they mature within 12 months as of the statement of financial position date.

Investments available for sale

These are all the remaining investments that are not classified as held to maturity or measured at fair value through profit and loss, being classified as non current assets. This category is included in non current assets, except if the Board of Directors has the intention of alienate the investment within a period inferior to 12 months starting from the Statement of financial position date.

At December 31, 2009, Toyota Caetano Group held investments classified in this category that correspond to shares of entities registered in Lisbon Stock Exchange (Euronext Lisboa) (Note 10).

Investments are initially stated at acquisition cost, which is the fair value of the price paid; in investments held to maturity and investments available for sale transaction costs are included.

After their initial recognition, investments at fair value through profit and loss and investments available for sale are subsequently measured at their fair value by reference to their market value at the statement of financial position date, without any deduction relating to transaction costs which may be incurred until its sale.

Gains and losses arising from a change in the fair value of investments available for sale are recorded under equity caption "Fair value reserves" until the investment is sold or disposed, or until it is determined to be impaired. At that moment, the accumulated gains or losses previously recognized in equity are transferred to profit and loss statement for the period.

Investments available for sale in equity instruments not listed on a stock exchange market are stated at acquisition cost, net of impairment losses. The Group's Board of Directors believes that the fair value of these investments does not significantly differ from their acquisition cost.

All purchases and sales of investments are recorded on their trade date, which is on the date the Group assumes all risks and obligations related to the purchase or sale of the asset. Investments are all initially recognized at fair value plus transaction costs, being the only exception the "investments at fair value through profit and loss". In this last case, the investments are initially recognized at fair value and the transaction costs are recognized in the income statement.

The investments are derecognized if the right to receive financial flows has expired or was transferred, and consequently, all associated risks and benefits have been transferred.

The "investments available for sale" and the "investments at fair value through profit and loss" are subsequently maintained in the fair value by reference to its market value at the statement of financial position date, without any deduction related to transaction costs that might occur until its sale.

The "investments held to maturity" are registered by the amortized cost through the effective interest rate method.

Gains and losses, realized or not, coming from a fair value change in the "investments at fair values through profit and loss" are registered in the income statement. Gains and losses, realized or not, coming from a fair value change of the non monetary investments available for sale are recognized in Equity, in item "Fair value reserves" until the investment is sold, received or any way alienated, or until the investment fair value is lower than its acquisition cost and it represents an impairment loss, moment in which the accumulated loss is registered in the income statement.

The fair value of the financial investments available for sale is based on the current market prices. If the market is not net (non listed investments), the Group records the acquisition cost, having in consideration the

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

existence or not of impairment losses. The Board believes that the fair value of these investments is not very different from the acquisition cost. The fair value of the listed investments is calculated based on the stock market closed value at statement of financial position date.

The Group makes evaluations if it considers that at the statement of financial position date exists clear evidence that the financial asset might be in impairment. In case of stock instruments classified as available for sale, have a significant drop or extended of its fair value inferior to its cost, it indicates that an impairment situation is occurring. If there is any evidence of impairment in "investments available for sale", the accumulated losses – calculated by the difference between the acquisition cost and the fair value deducted from any impairment loss previously recognized in the statement of profit and loss – are retrieved from the equity and recognized in the statement of profit and loss.

All purchases and sales of these investments are recognized at the date of the purchase and sale contracts, regardless the financial settlement date.

ii) Accounts receivables

Accounts receivable not bearing interests are stated at their nominal value less impairment losses so that they reflect the respective net realizable value. These amounts are not discounted because its effect in the financial actualization is not considered relevant.

Accounts receivable which bear interests (namely those related to partial payments of vehicles sales) are recorded by their total amount, and the part related to interests is recorded in liabilities as a deferred income and recognized in the income statement in accordance with its maturity.

iii) Loans

Loans are recorded as liabilities at their nominal value net of up-front expenses which are directly related to the issuance of those instruments.Financial expenses are calculated based on the effective interest rate and are recorded in the statement of profit and loss on an accrual basis.

iv) Accounts payable

Non interest bearing accounts payable are stated at their nominal value

v) Derivative financial instruments

The Group uses derivative financial instruments to cover risks of financial investments. Derivative financial instruments (Cash-flow hedges) used by the Group (mainly swaps of interest rates), have the specific aim of financial risk coverage.

These derivative instruments, though engaged with the purposes above mentioned (manly derivative under its form or including interest rate options), in which the company as not applied hedge accounting, initially are recorded by the cost, which corresponds to its fair value, if any, and subsequently re-evaluated by its fair value, which variations, calculated through the evaluations made by the banks with which the Group makes the respective contracts, directly affect the items of the finance results of the consolidated income statement.

vi) Cash and cash equivalents

Cash and its equivalents include cash on hand, bank deposits, term deposits and other treasury applications which reach their maturity within less than three months and are subject to insignificant risks of change in value.

k) Pension complements (Defined benefit plans and Defined contributions plan)

Toyota Caetano Group incorporated by public deed dated December 29, 1988 the Salvador Caetano Pension Fund, with subsequent updates in January 2, 1994, December 29, 1995 and December 23, 2002.

This Pension Fund establishes that, as long as Toyota Caetano Group maintains the decision of making contributions to this fund, workers will benefit as from their retirement date, from a non updatable retirement pension complement determined based on a wage percentage, among other conditions. These retirement complements consist of a defined benefit plan. The Group has created an autonomous pension Fund for this effect (which is managed by ESAF – Espírito Santo Activos Financeiros, S.A.).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Meanwhile, as a consequence of the request for the change in the way those compensations function, done to the Portuguese Insurance Institute (ISP - Instituto de Seguros de Portugal), this Defined Benefits Plan started covering, beginning on January 1, 2008, only the currents pensioners, ex-employees of Toyota Caetano Group with "deferred pensions" and current employees and directors over 50 years and with at least 15 years of Group service.

Additionally, and as consequence of changes introduced in 2008 according to the ISP – Instituto de Seguros de Portugal, a fair share of Toyota Caetano Group employees, which was previously covered by the Defined benefit plan mentioned above, was no longer covered by that Plan and started being covered by a Defined contributions plan. Relatively to this Defined contributions plan, the Toyota Caetano Group (through the associates that make part of the Method) contributes for an Autonomous Fund (also managed by ESAF – Espírito Santo Activos Financeiros, S.A.) corresponds to a 3% of the annual total payroll of each beneficiary.

In order to estimate its liabilities for the payment of the mentioned responsibilities, the Group obtains annually an actuarial calculation of the liabilities for past services in accordance with the "Projected Unit Credit Method".

Recorded liabilities as of the statement of financial position date relate to the present value of future benefits adjusted for actuarial profits or losses and/or for liabilities for past services non recognised, net of the fair value of net assets within the pension fund (Note 25).

l) Contingent assets and liabilities

Contingent liabilities are defined by the Group as (i) possible obligations from past events and which existence will only be confirmed by the occurrence or not of one or more uncertain future events not totally under Group's control or (ii) present obligations from past events not recognized because it is not expected that an output of resources that incorporate economic benefits will be necessary to settle the obligation or its amount cannot be reliably measured.

Contingent liabilities are not recorded in the consolidated financial statements, being disclosed in the respective Notes, unless the probability of a cash outflow is remote. In these situations no disclosure is made.

Contingent assets are possible assets that arise from past events and whose existence will only be confirmed by the occurrence or not of one or more uncertain future events not totally under the Group's control.

Contingent assets are not recorded in the consolidated financial statements but only disclosed when it is likely the existence of future economic benefits.

m) Income taxes

Income tax is determined based on the taxable results of the companies included in consolidation, according to the fiscal regime applicable in the country of each Group company's head office, and also considers the recording of deferred taxes.

The current income tax is calculated based on the taxable results of the companies included in consolidation.

Deferred income taxes are computed using the statement of financial position liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes. Deferred tax assets and liabilities are not recorded when the timing differences arise from consolidation or initial recognition of assets and liabilities that are not through business combinations. The deferred tax assets and liabilities are computed on an annual basis using the tax rates that are expected to be in force at the time these temporary differences are reversed.

Deferred tax assets are only recorded when there is reasonable expectation that sufficient taxable profits will arise in the future to allow their use or when there are temporary taxed differences that overcome temporary deductible differences at the time of its reversal. At the end of each year the Company reviews its recorded and unrecorded deferred tax assets which are reduced whenever their realization ceases to be likely, or recorded if it is likely that taxable profits will be generated in the future to enable them to be recovered.

Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity, situations in which the corresponding deferred tax is also recorded in equity captions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

n) Tax consolidation

With Movicargo exception, income tax is computed in accordance with the Special Taxation Regimen for Groups of Companies ("Regime Especial de Tributação dos Grupos de Sociedades" - RETGS), which includes subsidiaries with headquarters in Portugal, and are reflected in Toyota Caetano Group consolidated financial statements as of December 31 of each year.

The remaining Toyota Caetano Group companies with headquarters in foreign countries are taxed on an individual basis and in accordance with the applicable legislation.

o) Accrual basis and Revenue

Revenues and expenses are recorded according to the accrual basis, by which they are recognized in the period to which they relate independently of when the amounts are received or paid. Differences between the amounts received and paid and corresponding income and expenses are recorded in the captions "accruals and deferrals" included in "Other current assets" and "Other current liabilities".

Income and expenses for which the actual amount is yet unknown are recorded based on the best estimate of the Board of Directors of the Group companies.

The sales income is recognized in the consolidated profit and loss statement when the inherent assets risks and significant advantages are already under the buyer's jurisdiction and when it is reasonably possible to measure the corresponding income. Sales are recognized net of taxes and discounts.

p) Legal Reserve

Portuguese commercial legislation requires that, at least, 5% of net profit for each year must be appropriated for increases in legal reserve until it represents at least 20% of share capital. Such reserve is not subject to distribution, unless the Company is under liquidation, but it can be used either to absorb losses after the extinction of all the other reserves or to be incorporated in share capital.

q) Statement of financial position classification

All assets and liabilities, including assed and liabilities deferred tax, accomplishable or receivable in more than one year after the statement of financial position date are classified as "Non-current assets or liabilities".

r) Balances and transactions expressed in foreign currency

Assets and liabilities stated in foreign currency were translated into Euros using applicable exchange rates as of statement of financial position date. Exchange differences, favourable and unfavourable, resulting from differences between applicable exchange rates as of the date of the transactions and those applicable as of the date of cash collection, payments or as of statement of financial position date, were recorded as gains and losses in the consolidated income statement.

s) Segment information

In each year the Group identifies the most adequate business and geographic segments.

Information related to revenue of the identified business segments is included in Note 31.

t) Non current assets held for sale

Non current assets (and the groups of assets and liabilities to be disposed that are related to them) are classified as held for sale if it is expected that its accounting value will be recovered through disposal, and not through its continuous usage. This condition is only accomplished at the moment in which the sale is highly probable and the asset (and the group of assets and liabilities to be disposed that are related to them) is available for immediate sale under present conditions. Additionally, actions must be in place to allow the conclusion of the sale within a twelve month period after the classification date in this caption.

Non current assets (and the group of assets and liabilities to be disposed that are related to them) classified as held for sale are computed considering the lowest of its accounting or fair value, net of its sale expenses.

As of December 31, 2009 and 2008 there were no Non current assets held for sale which fulfil the requirements mentioned above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

u) Judgments and estimates

During the preparation of the consolidated financial statements, the Board of Directors of the Group based itself in the best knowledge and in the experience of past and/or present events considering some assumptions relating to future events.

Most significant accounting estimates included in attached financial statements as of December 31, 2009 and 2008 include:

  • a) Useful lives of tangible and intangible assets;
  • b) Registration of adjustments to the assets values (accounts receivable and inventories) and provisions;
  • c) Impairment tests performed to consolidation differences;
  • d) Discharge of the fair value of derivative financial instruments; and
  • e) Clearance of responsibilities with Pension complements.

The underlying estimations and assumptions were determined based in the best knowledge existing at the date of approval of the financial statements of the events and transactions being carry out as well as in the experience of past and/or present events. Nevertheless, some situations may occur in subsequent periods which, not being predicted at the date of approval of the financial statements, were not consider in these estimations. The changes in the estimations that occur after the date of the financial statements shall be corrected in a foresight way. Due to this fact and to the uncertainty degree associated, the real results of the transactions may differ from the corresponding estimations. Changes to these estimates, which occur after publication of these consolidated financial statements, will be corrected in a prospective way, in accordance with IAS 8.

Main estimates and judgments related to future events included in the consolidated financial statements preparation are described in the attached Notes.

v) Financial risk management politics

The Group's activity is exposed to a variety of financial risks, such as market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. These risks arise from the unpredictability of financial markets that affect the capacity of projected cash flows and profits subject to a perspective of long term ongoing. Management seeks to minimise potential adverse effects that derive from that uncertainty in its financial performance.

The financial risks management is controlled by Toyota Caetano financial department, according to the policies established by the Group Board of Directors. The Board of Directors has established the main principles of global risk management as well as specific policies for some areas, as interest rate risk and credit risk.

i) Foreign currency risk

The Group operates internationally and has subsidiaries operating in the United Kingdom and in Cabo Verde (although the United Kingdom subsidiary is inactive and has changed in 2008 its functional currency to euros). The group selects a functional currency for each subsidiary (Cabo Verde Escudo, for the subsidiary Cabo Verde Motors, S.A.R.L.), corresponding to the currency of the economical environment and the ones that better represents its cash flows composition. Foreign currency risk arises mainly from future commercial transactions, as a result of purchases and sales of products and services in a different currency than the functional currency used by each Company.

Foreign currency risk management policies seek to minimize the volatility of investments and transactions made in foreign currencies, aiming to reduce Group's results impact to changes in foreign exchange rates.

The Group foreign currency risk management hedge policies are decided casuistically, considering the foreign currency and country specific circumstances (as at December 31, 2009 and 2008, this situation is not applicable to any of the Group Subsidiaries).

Foreign currency risk related to the foreign subsidiaries financial statements translation, also named translation risk, presents the impact on net equity of the Holding Company, due to the translation of foreign subsidiaries financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

As mentioned in Note 2.2 d), foreign subsidiaries assets and liabilities are translated into Euros using the exchange rates at statement of financial position date, and gains and losses in the income statement are translated into Euros using the average exchange rate of the year. Resulting exchange differences are recorded in equity caption "Translation reserves".

The Group's assets and liabilities amounts (expressed in Euros) recorded in a different currency from Euro can be summarized as follows:

Assets Liabilities
Dec-09 Dec-08 Dec-09 Dec-08
Cabo Verde Escudo (CVE) 6.367.001 6.234.615 416.762 673.218
Great Britain pounds (GBP) - 755.832 8.580 17.817
Norwegian kroner (DKK) - 590.069 - -
Swedish kronor (SEK) - 24.399 4.275 2.147
Japanese yen (JPY) - - 241.758 966.614
American Dollar (USD) - - - 712

ii) Price risk

During 2009 and 2008, the Group was exposed to the risk of price variations on "Investments available for sale". This caption includes the shares of Banco Comercial Português, S.A. and Banco BPI, S.A., acquired in previous years. Because those investments are classified as "Investments available for sale", the effect of the changes in the fair value are recognized according to principles described in Note 2.3.j)i) for that kind of financial instrument.

The Group's sensitivity to price variations in investments available for sale can be summarized as follows (increases/(decreases)):

Dec-09 Dec-08
Variation Net Income Equity Net Income Equity
BCP 10% - 195.105 - 188.172
BPI 10% - 335.231 - 276.724
BCP -10% (195.105) - (207.172) -
BPI -10% - (335.231) - (304.396)

iii) Interest rate risk

Toyota Caetano debt is indexed to variable interest rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility on the Group's results and shareholders´ equity mitigated due to the effect of the following factors: (i) possible correlation between the market interest rate levels and economic growth, having a positive effect on the other lines of the Group's consolidated results (particularly operational), thus partially offsetting the increased financial costs ("natural hedge") and (ii) the availability of consolidated liquidity or cash, also remunerated at variable rates.

Toyota Caetano Board of Directors approves the terms and conditions of the funding, analyzing the debt structure, the inherent risks and the different options available in the market, particularly considering the type of interest rates (fixed / variable) and, permanently monitoring conditions and alternatives existing in the market, and decides upon the contracting of occasional interest rate hedging derivative financial instruments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Interest rate risk sensitivity analysis

The sensitivity analyses presented below was based on exposure to changes in interest rates for financial instruments at the statement of financial position date. For floating rate liabilities, the analysis is prepared assuming the following:

  • (i) Interest rate is superior in 1 p.p. than the supported interest rate.
  • (ii) Calculation was made using the Group's debt at the end of the year.
  • (iii) Spreads maintenance throughout the year.

The sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some assumptions may be correlated.

Group's sensitivity to changes in interest rates is summarized as follows (increases/(decreases)):

Dec-09 Dec-08
Variation Net Income Equity Net Income Equity
Guaranteed account 1 p.p 252.700 - 223.181 -
Bank Credits 1 p.p 5.494 - 169.714 -
Commercial Paper 1 p.p 440.000 - 745.434 -
Total 698.194 - 1.138.329 -
Guaranteed account (1 p.p) (252.700) - (223.181) -
Bank Credits (1 p.p) (5.494) - (169.714) -
Commercial Paper (1 p.p) (440.000) - (745.434) -
Total (698.194) - (1.138.329) -

The above analysis does not include the consideration of the hedging (swap) financial instrument agreed by the Group to face the rates variation (Note 27).

iv) Liquidity risk

Liquidity risk is defined as the risk that the Group could not be able to settle or meet its obligations on time or at a reasonable price.

The existence of liquidity in the Group requires the definition of some parameters for the efficient and secure management of liquidity, enabling maximisation of the return obtained and minimisation of the opportunity costs relating to the liquidity.

Toyota Caetano Group liquidity risk management has a threefold objective:

(i) Liquidity, which is to ensure permanent access in the most efficient way to sufficient funds to cover current payments on the respective maturity dates, as well as any unexpected requests for funds;

(ii) Safety, which is the minimisation of the probability of default in the repayment of any application in funds; and

(iii) Financial Efficiency, which is ensuring that the Companies maximise the value / minimize the opportunity cost of holding excess liquidity in the short-term.

All excess liquidity is applied in short-term debt amortization, according to economic and financial reasonableness criteria.

A maturity analysis of each financial liability instrument is presented in Notes 20 and 22, considering amounts not discounted and the worst case scenario, that is, the shortest period in that the liability can become due.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

At 31 December 2009 and 2008, the Group presents a net debt of 50.542.859 Euros and 102.773.290 Euros, respectively, divided between current and non current loans (Note 20) and cash and cash equivalents (Note 16), agreed with the different financial institutions.

v) Credit risk

Credit risk refers to the risk that the counterpart will default on its contractual obligations resulting in financial loss to the Group.

The Group's exposure to the credit risk is mainly associated to the receivable accounts of its ordinary activities.

Risk management seeks to guarantee an effective collection of its credits in the terms negotiated without impact on the financial Group's health. This risk is regularly monitored, being Management's objective (i) to impose credit limits to customers, considering the number of days of sales outstanding, individually or on groups of customers, (ii) control credit levels and (iii) perform regular impairment analysis. The Group obtains credit guarantees whenever the customers' financial situation demands.

Regarding independent dealership customers, the Group requires guarantees "on first demand", whose amounts, as of December 31, 2009 were of, approximately, 9.980.000 Euros (9.900.000 as of December 31, 2008), and whenever these amounts are exceeded, these customers' supplies are suspended (Note 12).

The Group uses credit rating agencies and has specific departments for credit control, collections and management of processes in litigation, which all contribute to the mitigation of credit risk.

The adjustments for accounts receivable are calculated considering (a) the client risk profile, (b) the average time of receipt, (c) the client financial situation. The movements of these adjustments for the years ending at December 31, 2009 and 2008 are stated in Note 26.

At December 31, 2009 and 2008, the Group considers that there is no need for additional impairment losses, besides the amounts registered on those dates and stated, briefly, in Note 26.

The amount of customers and other debtors in financial statements, which is net of impairment losses, represents the maximum exposure of the Group to credit risk.

w) Subsequent events

Events occurring after the statement of financial position date which provide additional information about conditions prevailing at the time of the statement of financial position ('adjusting events') are reflected in the consolidated financial statements. Events occurring after the statement of financial position date that provide information on post-statement of financial position conditions ('non adjusting events'), when material, are disclosed in the Notes to the consolidated financial statements.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISSTATEMENTS

During the year ended as of December 31 2009, there were no changes in accounting policies and no material mistakes related with previous periods were identified.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

4. GROUP COMPANIES INCLUDED IN CONSOLIDATION

The affiliated companies included in consolidation by the full consolidation method and share of capital held as of December 31, 2009 e 2008, are as follows:

Companies Effective
Percentage Held
Dec-09 Dec-08
Toyota Caetano Portugal, SA Parent Company
Saltano - Investimentos e Gestão (SGPS), SA. 99,98% 99,98%
Salvador Caetano (UK), Ltd. 99,82% 99,82%
Caetano Components, SA 99,98%
99,98%
Cabo Verde Motors SARL 81,24% 81,24%
Caetano Renting, SA 99,98% 99,98%
Caetano Auto, SA 93,18% 93,18%
Auto Partner SGPS SA 46,59% 46,59%
Auto Partner - Comércio de Automóveis, SA 46,59% 46,59%
Auto Partner II- Reparador de Colisão Automóvel, SA 46,59% 46,59%
Movicargo – Movimentação Industrial, Lda. 100,00% 100,00%

These subsidiaries were included in the consolidated financial statements using the full consolidation method, as established in IAS 27 – "Consolidated and Separate Financial Statements" (subsidiary control through the major voting rights or other method, being owner of the company's share capital– Note 2.2 a)).

5. CHANGES IN CONSOLIDATION PERIMETER

During the year ended at December 31, 2009, there were no variations in the composition of the consolidation perimeter.

During the year ended at December 31, 2008, the following variations were noticed in the composition of the consolidation perimeter:

Acquisitions

Toyota Caetano Portugal, S.A. (parent company) acquired, in the first semester 2008, the associated Movicargo – Movimentação industrial, Lda.. This acquisition had the following impact on the consolidated financial statements at 2008:

Net Value Fair values
adjustements
Adjusted
Total
Acquired Gross Assts
Tangible fixed assets 4.071.014 - 4.071.014
Inventories 1.236.484 - 1.236.484
Other current assets 1.888.389 - 1.888.389
Cash and cash equivalents 1.744.539 - 1.744.539
Other current liabilities (8.422.423) - (8.422.423)
518.003 - 518.003
Consolidation Differences - 611.997
Minority interests - -
Acquisition price - 1.130.000
Net cash flows
Payments 1.130.000
Cash and cash equivalents acquired (1.744.539)
(614.539)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

It is also important to mention that, due to the fact that Movicargo was acquired at the end of the first semester 2008, its consolidation consisted only in the respective operations starting in July 1, 2008. In case the acquisition had been reported at January 1, 2008, the consolidated operational profits, during the year ended at December 31, 2008, would rise in approximately 3, 47 million euros.

6. INTANGIBLE ASSETS

During the year ended as December 31, 2009 and 2008, the movement in intangible assets, as well as in the respective accumulated depreciation and accumulated impairment losses, was as follows:

2009
Installations
Expenses
Research and
Development
Expenses
Industrial Real
Estate and Other
Rights
Key Money Total
Gross Assets:
Opening Balances at December 31, 2008 13.601 4.003.023 120.525 1.065.053 5.202.202
Increases 69.430 17.283 86.713
Transfer Writte-offs 27.316 27.502 54.818
Ending Balances at December 31,2009 13.601 4.099.769 165.310 1.065.053 5.343.733
Accumulated Depreciation and Impairment
losses:
Opening Balances at December 31, 2008 13.601 3.613.832 239 1.065.053 4.692.725
Increases 297.994 23.903 321.897
Transfer Writte-offs (5.129) 91 (5.038)
Ending Balances at December 31,2009 13.601 3.906.697 24.233 1.065.053 5.009.584
Net Intangible Assets 193.072 141.077 334.149

2008

Installations
Expenses
Research and
Development
Expenses
Industrial Real
Estate and Other
Rights
Key Money Total
Gross Assets:
Opening Balances at December 31,2007 74.857 2.787.462 43.950 1.065.053 3.971.322
Increases 3.336 355.294 58.864 417.494
Disposals (1.200) (1.200)
Transfer Writte-offs (64.592) 860.267 18.911 814.586
Ending Balances at December 31,2008 13.601 4.003.023 120.525 1.065.053 5.202.202
Accumulated Depreciation and Impairment
losses:
Opening Balances at December 31,2007 13.601 2.439.300 43.350 1.065.053 3.561.304
Increases 358.562 239 358.801
Transfer Writte-offs 815.970 (43.350) 772.620
Ending Balances at December 31,2008 13.601 3.613.832 239 1.065.053 4.692.725
Net Intangible Assets 389.191 120.286 509.477

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

7. TANGIBLE FIXED ASSETS

During the years ended as of December 31, 2009 and 2008, the movement in tangible fixed assets, as well as in the respective accumulated depreciation and accumulated impairment losses, was as follows:

2009
Land Buildings
and Other
Constructions
Machinery
and
Equipment
Vehicles Tools Administrative
Equipment
Other
Tangible
Fixed Assets
Tangible
fixed assets
in progress
Total
Gross Assets:
Opening Balances 15.420.559 80.081.778 47.641.863 60.027.677 10.690.070 8.290.393 4.276.039 2.565.761 228.994.140
Increases 1.150.991 4.225.153 2.059.548 19.132.284 75.096 12.304 92.177 1.498.855 28.246.408
Disposals (63.027) (664.981) (474.291) (33.823.018) (282.354) (385.449) (18.014) (600.000) (36.311.134)
Transfer Writte-offs 99.593 624.554 49.537 1.672.574 1.886 (44.596) (163.547) 360.583 2.600.584
Ending Balances 16.608.116 84.266.504 49.276.657 47.009.517 10.484.698 7.872.652 4.186.655 3.825.199 223.529.998
Accumulated Depreciation and
Impairment losses:
Opening Balances 49.802.638 36.674.409 21.538.992 10.232.225 7.300.224 3.085.980 128.634.468
Increases 3.813.915 2.448.482 10.994.820 307.672 357.093 266.912 18.188.894
Transfer Writte-offs (373.627) (432.435) (14.999.744) (307.563) (522.542) (145.275) (16.781.186)
Ending Balances 53.242.926 38.690.456 17.534.068 10.232.334 7.134.775 3.208.617 130.042.176
Net Tangible Assets 16.608.116 31.023.578 10.586.201 29.475.449 252.364 737.877 979.038 3.825.199 93.487.822
2008
Land Buildings
and Other
Constructions
Machinery
and
Equipment
Vehicles Tools Administrative
Equipment
Other
Fixed Assets
Tangible
fixed assets
in progress
Total
Gross Assets:
Opening Balances 16.318.830 78.711.021 45.772.967 54.698.051 10.431.711 8.700.770 3.946.505 1.621.521 220.201.376
Increases 27.488 1.310.879 2.323.238 36.343.099 226.147 378.116 214.190 1.149.642 41.972.799
Disposals (289.310) (40.135.364) (4.471) (46.452) (8.232) (54.500) (40.538.329)
Perimeter changes 212.186 53.643 8.200.966 36.241 147.534 126.880 54.500 8.831.950
Transfer Writte-offs (925.759) (152.308) (218.675) 920.925 442 (889.575) (3.304) (205.402) (1.473.656)
Ending Balances 15.420.559 80.081.778 47.641.863 60.027.677 10.690.070 8.290.393 4.276.039 2.565.761 228.994.140
Accumulated Depreciation and
Impairment losses:
Opening Balances 46.717.732 34.589.045 16.232.953 9.655.003 7.599.890 2.707.306 117.501.929
Increases 4.025.969 2.407.277 12.303.332 544.338 429.224 305.570 20.015.710
Perimeter changes 199.830 19.333 4.220.896 30.227 120.671 169.979 4.760.936
Transfer Writte-offs (1.140.893) (341.246) (11.218.189) 2.657 (849.561) (96.875) (13.644.107)
Ending Balances 49.802.638 36.674.409 21.538.992 10.232.225 7.300.224 3.085.980 128.634.468
Net Tangible Assets 15.420.559 30.279.140 10.967.454 38.488.685 457.845 990.169 1.190.059 2.565.761 100.359.672

The movements registered in item "Vehicles" mainly refer to vehicles that are being used by the Group , as well as forklifts being used by the Group and also being rented to clients.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

During 2008, the Group transferred the amount of 1.128.415 Euros from fixed assets(and the respective depreciations amounting to 1.047.595 Euros) from Tangible Fixed Assets ("Land" and "Buildings and other constructions") to the caption "Investment properties", because the mentioned real estate properties were no longer used in the development of the Group's operations, and were rented to external entities.

At 31st December 2008 the "Perimeter changes" include the effect of Movicargo consolidation.

8. INVESTMENT PROPERTIES

As of December 31, 2009 and 2008, the caption "Investment properties" refers to real estate's assets held to obtain gains through its rental or for capital gain purposes. These real estate assets are recorded at acquisition cost.

Gains related to "Investment properties" are recorded in the caption "Finance income" and amounted to 2.815.517 Euros in the year ended as of December 31, 2009 (2.737.467 Euros as of 31 December 2008) (Note 36). The depreciations of 2009 of the Investment Properties amount to 1.138.524 Euros (1.307.099 Euros as of December 31, 2008).

Additionally, in accordance with external appraisals made by independent experts, with reference to 2008, and in accordance with evaluation criteria usually accepted for real estate markets, the fair value of those investment properties amounts to, approximately, 54, 3 million Euros.

The real estate assets recorded in the caption "Investment properties" as of December 31, 2009 and 2008 are made up as follows:

Dec-09 Dec-08
Building Local Net asset
value
Valuation
Value
Net asset
value
Valuation
Value
Industrial Instalations V.N. Gaia 1.005.302 11.000.000 1.337.279 11.000.000
Industrial Instalations Carregado 5.924.378 26.000.000 6.496.737 26.000.000
Industrial Warehouse V.N. Gaia 791.440 5.034.000 978.368 5.034.000
Comercial Instalations Several places 3.876.398 8.113.000 4.082.891 8.113.000
Lands not used Several places 4.479.274 4.134.000 4.479.274 4.134.000
16.076.792 54.281.000 17.374.549 54.281.000

The movement in the caption "Investment properties" as of December 31, 2009 and 2008 was as follows:

2009
Gross Assets: Land Buildings Total
Opening Balances 9.107.019 29.010.902 38.117.921
Transfer Writte-offs - (787.199) (787.199)
Ending Balances 9.107.019 28.223.703 37.330.722
Accumulated Depreciation Land Buildings Total
Opening Balances - 20.743.372 20.743.372
Increases - 1.138.524 1.138.524
Transfer Writte-offs - (627.966) (627.966)
Ending Balances - 21.253.930 21.253.930

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

2008
Gross Assets: Land Buildings Total
Opening Balances 5.513.847 31.475.659 36.989.506
Transfer Writte-offs 3.593.172 (2.464.757) 1.128.415
Ending Balances 9.107.019 29.010.902 38.117.921
Accumulated Depreciation Land Buildings Total
Opening Balances - 18.388.678 18.388.678
Increases - 1.307.099 1.307.099
Transfer Writte-offs - 1.047.595 1.047.595
Ending Balances - 20.743.372 20.743.372

The investment properties fair value disclosed in December 31, 2009 was determined on an annual basis by an independent appraiser – American Appraisal (Market Method, Cost Method and Return models), with reference to 2008 .

9. CONSOLIDATION DIFFERENCES

At December 31, 2009 there were not any movements in item "Consolidation Differences"

The increase showed in item "Goodwill" in 2008 is totally related to the amount calculated in the acquisition of the affiliate Movicargo (Note 5).

The consolidation differences are not depreciated. Impairment tests are made annually to the consolidation differences.

10. AVAILABLE FOR SALE INVESTMENTS

As of December 31, 2009 and 2008 the movements in item "Investments available for sale" were as follows:

Dec-09 Dec-08
Fair value at 1 January 4.712.757 15.259.320
Decrease durig the year - -
Increase/(decrease) in fair value 654.400 (10.553.389)
Other regularizations - 6.826
Fair value at 31 December 5.367.157 4.712.757

The "Investments available for sale" include the amount of 5.305.021 Euros that corresponds to shares of listed companies in the Euronext Lisbon (BCP and BPI), which are recorded at fair value (the acquisition cost of the referred shares amounted to 5.958.067 Euros, it was constituted a provision of 1.469.656 Euros) (Note 26). The Board of Directors intends to alienate the shares in a period inferior to 12 months from the statement of financial position date, for that the shares were classified as current assets at December 31, 2009. The remaining "Investments available for sale" refer to small investments in non listed companies. The Board of Directors understands that the net accounting value is similar to its fair value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Additionally, the impact in equity and impairment losses in 2009 and 2008 from recording "Investments held for sale" at fair value can be summarized as follows:

Dec-09 Dec-08
Fair value variation 654.400 (9.014.406)
Deferred tax liabilities - 2.450.175
Equity effect 654.400 (6.564.231)
Impairment losses - (1.538.983)
654.400 (8.103.214)

11. INVENTORIES

As of December 31, 2009 and 2008, this caption breakdown is as follows:

Dec-09 Dec-08
Raw Materials and Others 8.454.175 15.457.434
Production in Process 7.229.196 7.489.622
Built-up and Finished Products 3.896.895 6.944.328
Goods 51.975.486 78.870.567
71.555.752 108.761.951
Accumulated impairment losses in inventories (Note 26) (2.382.475) (3.069.099)
69.173.277 105.692.852

During the years ended as of December 31, 2009 and 2008, cost of sales was as follows:

Dec-09 Dec-08
Raw Materials Raw Materials
Goods and Others Total Goods and Others Total
Opening Balances 78.870.567 15.457.434 94.328.001 79.847.661 21.524.900 101.372.561
Net Purchases 242.535.393 26.722.104 269.257.497 332.325.251 78.435.695 410.760.946
Perimeter variation - - - 1.236.484 - 1.236.484
Ending Balances (51.975.486) (8.454.175) (60.429.661) (78.870.567) (15.457.434) (94.328.001)
Total 269.430.474 33.725.363 303.155.837 334.538.829 84.503.161 419.041.990

During the years ended as of December 31, 2009 and 2008, the variation in production was computed as follows:

Built-up and Finished Products
Dec-09 Dec-08
Ending Balances 11.126.091 14.433.950
Perimeter variation - -
Inventories Regularizations 12.616 (6.868)
Opening Balances (14.433.950) (11.134.493)
Total (3.295.243) 3.292.589

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

12. ACCOUNTS RECEIVABLE

As of December 31, 2009 and 2008, the detail of this caption was as follows:

Current Assets Non-Current Assets
Dec-09 Dec-08 Dec-09 Dec-08
Accounts Receivable 63.616.495 72.952.972 2.093.425 3.921.348
Notes Receivable 19.576 36.233 - -
Doubtful Accounts Receivable 11.432.098 10.886.643 - -
75.068.169 83.875.848 2.093.425 3.921.348
Accumulated impairment losses in accounts Receivable (Note 26) (13.050.481) (11.758.374) - (750.000)
62.017.688 72.117.474 2.093.425 3.171.348

Accounts receivable from customers recorded as non current assets corresponds to the customers of the affiliated company Caetano Auto – Comércio de Automóveis, S.A. that are being paid under formal agreements (whose terms of payment may vary between 1 to 6 years, and which bear interests (2.796.974 Euros as of December 31, 2008).

Group exposure to credit risk is mainly related to trade receivables resulting from its operational activity. Before accepting new customers, the Group contacts credit rating agencies and performs internal analysis of credit risk, through specific credit control, collection and legal service departments, and assigns credit limits by customer, based on the gathered information.

Accounts receivable aging

Debt maturity without recognition of losses by impairment

2009
- 60 days 60-90 days 90-120 days + 120 days Total
Accounts receivable 38.268.380 4.291.102 1.464.260 8.953.502 52.977.244
Personnel 161.609 35.618 39.826 2.021.939 2.258.992
Independent Dealers 5.624.857 418.843 25.449 181.272 6.250.421
Fleets 316.803 102.378 56.066 126.492 601.739
Total 44.371.649 4.847.941 1.585.601 11.283.205 62.088.396
2008
- 60 days 60-90 days 90-120 days + 120 days Total
Accounts receivable 50.248.590 3.391.670 272.031 11.096.015 65.008.306
Personnel 15.381 813 - 2.771.265 2.787.459
Independent Dealers 7.051.559 261.659 911 9.205 7.323.334
Fleets 459.779 95.405 99.612 12.286 667.082
Total 57.775.309 3.749.547 372.554 13.888.771 75.786.181

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Debt maturity with recognition of losses by impairment

2009
- 60 days 60-90 days 90-120 days + 120 days Total
Accounts receivable - - - 3.641.100 3.641.100
Doubtful Accounts Receivable - - - 11.432.098 11.432.098
Total - - - 15.073.198 15.073.198
2008
- 60 days 60-90 days 90-120 days + 120 days Total
Accounts receivable - - - 1.124.374 1.124.374
Doubtful Accounts Receivable 9.196 - 45.272 10.832.173 10.886.641
Total 9.196 - 45.272 11.956.547 12.011.015

The amounts presented in the consolidated Statement of financial position are net of accumulated impairment losses to doubtful accounts receivable estimated by the Group, in accordance with its experience based on its evaluation of the economic environment at the statement of financial position date. Credit risk concentration is limited, because the customers' basis is wider and not relational. Thus, the Board of Directors understands that the accounting values of accounts receivable are similar to their respective fair value.

13. OTHER DEBTORS

As of December 31, 2009 and 2008, the detail of this caption was as follows:

Dec-09 Dec-08
Down Payments 42.292 22.447
Other receivable accounts 13.131.131 16.741.320
13.173.423 16.763.767

The caption "Other receivable accounts" includes the amount of, approximately, 9,9 Million Euros (11,7 Million Euros as of December 31, 2008) in referring to advance payments made by the Group related with leasehold improvements in commercial facilities for automotive retail, been charged in this exercise, approximately, 12,9 Million Euros, which will be supported in the short term by third parties.

Additionally, this caption also includes, as of December 31, 2009 and 2008, the amount of, approximately, 2 Million Euros to be received from Auto Partner III, SGPS, S.A. This amount bears interest at market rates and does not have a defined reimbursement plan.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

14. OTHER CURRENT ASSETS

As of December 31, 2009 and 2008, the detail of this caption was as follows:

Dec-09 Dec-08
Accrued Income
Rentals 329.969 113.814
Warranties reclaims 172.136 820.932
Fleet programs 120.016 389.821
Comission 102.784 163.823
Bonus suppliers 81.259 24.763
Interest 51.528 10.959
Subsidies to formation - 115.195
Insurance - 57.316
Others 301.585 177.666
1.159.277 1.874.289
Deferred Costs
Insurance 229.337 209.689
Interest paid 120.196 335.082
Maintenance charge 75.624 184.521
Waranties 54.814 57.164
Others 74.365 255.801
554.335 1.042.257
Total 1.713.612 2.916.546

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

15. TAXES

The detail of deferred tax assets and liabilities recorded in the accompanying consolidated financial statements as of December 31, 2009 and 2008 is as follows:

2009
Dec-08 Profit and Loss
Impact (Note 29)
Equity Impact Dec-09
Assets Deferred tax:
Provisions not accepted as fiscal costs 1.721.709 (669.979) - 1.051.730
Fiscal losses 133.607 - - 133.607
Annulment in tangible fixed assets 331.845 (25.875) - 305.970
Annulment in deferred costs 158.528 (98.530) - 59.998
Derivative financial instruments valorization 214.189 32.704 - 246.893
2.559.878 (761.680) - 1.798.198
Liabilities Deferred tax:
Depreciation as a result of legal and free reavaluation of fixed assets (1.127.243) 69.130 - (1.058.113)
Effect of the reinvestments of the surplus in fixed assets sales (547.436) 63.288 - (484.148)
Fiscally surplus at the base of n.º 7 Artº7 30/G 2000 Portuguese Law (42.781) 6.112 - (36.669)
(1.717.460) 138.530 (1.578.930)
Net effect (623.150)
2008
Dec-07 Profit and Loss
Impact (Note 29)
Equity Impact Dec-08
Assets Deferred tax:
Provisions not accepted as fiscal costs 1.708.978 12.731 - 1.721.709
Fiscal losses 381.011 (247.404) - 133.607
Annulment in tangible fixed assets 349.570 (17.725) - 331.845
Annulment in deferred costs 132.151 26.377 - 158.528
Derivative financial instruments valorization (3.446) 217.635 - 214.189
2.568.264 (8.386) - 2.559.878
Liabilities Deferred tax:
Depreciation as a result of legal and free reavaluation of fixed assets (1.287.684) 160.441 - (1.127.243)
Effect of the reinvestments of the surplus in fixed assets sales (617.980) 70.544 - (547.436)
Future costs that will not be accepted fiscally (19.551) 19.551 -
Fiscally surplus at the base of n.º 7 Artº7 30/G 2000 Portuguese Law (48.893) 6.112 - (42.781)
Imputed fair value in financial investments (2.450.175) - 2.450.175
(4.424.283) 256.648 2.450.175 (1.717.460)
Net effect 248.262 2.450.175

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

In accordance with the applicable legislation in Portugal, tax losses can be carried forward for a period of six years after their occurrence and subject to deduction to tax profits realized during that period. As of December 31, 2009, the Group companies that had tax losses that can be carried forward in relation to which deferred tax assets were recorded as follows:

Dec-09 Dec-08
With date of utilization limit: Fiscal Losses Deferred tax
Assets
Fiscal Losses Deferred tax
Assets
Date limit
of
utilization
At 2004
- Caetano Components, S.A. 328.442 98.880 373.132 98.880 2010
At 2005
- Auto Partner SGPS SA 69.055 - 69.055 - 2011
- Auto Partner II, SA 481.169 - 481.169 - 2011
- Caetano Components, S.A. 315.793 34.727 315.793 34.727 2011
At 2006
- Auto Partner SGPS SA 2.059 - 2.059 - 2012
- Auto Partner II, SA 388.237 - 388.237 - 2012
At 2007
- Auto Partner SGPS SA 63.772 - 63.772 - 2013
- Auto Partner CA, SA 219.604 - 219.604 - 2013
- Auto Partner II, SA 1.100.930 - 1.100.930 - 2013
At 2008
- Auto Partner SGPS SA 70.511 - - - 2014
- Auto Partner CA, SA 121.526 - - - 2014
- Auto Partner II, SA 343.145 - - - 2014
3.504.243 133.607 3.013.751 133.607

In a prudent way, some of the Toyota Caetano Group companies do not processed and/or derecognized in 2009 the assets by deferred taxes associated to fiscal losses reportable.

As of December 31, 2009 and 2008 tax rates used to compute current and deferred tax assets and liabilities were as follows:

Tax rates
31.12.2009 31.12.2008
Country of origin of affiliate:
Portugal 26,5%/25% 26,5%/25%
Cape Verde 25,0% 30,0%
United Kingdom 30,0% 30,0%

Toyota Caetano Group companies with head office in Portugal, except Movicargo, are taxed according to the Corporate Income Tax (CIT) in accordance with the Special Taxation Regimen for Groups of Companies ("Regime Especial de Tributação de Grupos de Sociedades - RETGS") as established by articles 63 and 64 of the CIT.

In accordance with the applicable legislation, the income tax returns of Toyota Caetano and other Group companies with headquarters in Portugal are subject to review and correction by the tax authorities for a 4-year period (five years for the Social Security), except when there were no fiscal losses, there were granted some fiscal gains or there are being undertaken inspections, complaints or impugnments, cases in which, depending on the circumstances, the deadlines are extended or suspended. This way, the fiscal statements of the Group since 2006 can yet be revised.Therefore, the tax declarations since the year of 2006 are still subject to review. The Board of Directors believes that the corrections that may arise from such reviews/inspections will not have a significant impact in the accompanying consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Under the terms of article 81 of the Corporate Income Tax Code, the companies with headquarters in Portugal are additionally subject to an income tax over a set of expenses at the rates foreseen in the above mentioned article.

16. CASH AND CASH EQUIVALENTS

As of December 31, 2009 and 2008 cash and cash equivalents detail was the following:

Dec-09 Dec-08
Cash 270.497 171.991
Bank Deposits 24.906.861 15.451.558
Cash equivalents 36.647 10.923
25.214.005 15.634.472

The Company and its affiliates have available credit facilities as of December 31, 2009 amounting to approximately 170, 6 Million Euros, which can be used in future operational activities and to fulfill financial commitments. There are no restrictions on the use of these facilities.

17. SHARE CAPITAL

As of December 31, 2009, the Company's share capital, fully subscribed and paid for, consisted of 35.000.000 bearer shares, with a nominal value of 1 Euro each.

The entities with over 20% of subscribed capital are as follows:

- Grupo Salvador Caetano SGPS, S.A. 60,00%
- Toyota Motor Europe NV/SA 27,00%

18. EQUITY

Dividends

According to the General shareholders meeting deliberation, as of 30 April 2009, a dividend of 0,07 Euros per share was paid (total dividend of 2.450.000 Euros). As of 11 April 2008, the dividend paid was of 0,25 Euros per share (total dividend of 8.750.000 Euros).

In relation to 2009, the Board of Directors proposes that it should be paid a dividend of 0,15 Euros per share. This proposal must to be approved in the General Shareholders Meeting and was not included as a liability in the financial statements. The proposed dividend amounts to a total of 5.250.000 Euros. The dividend payment will have no tax effect on the Group.

Legal reserve

Commercial legislation establishes that at least 5% of the net profit of each year must be appropriated to a legal reserve until this reserve equals the statutory minimum requirement of 20% of the share capital. This reserve is not available for distribution, except in case of dissolution of the Company, but may be used in share capital increases or used to absorb accumulated losses once other reserves have been exhausted.

Revaluation reserves

The revaluation reserves can not be distributed to the share holders, except if they are completely depreciated and if the respective assets that were revaluated have been alienated.

Translation reserves

The translation reserves reflect the currency variations during the passage of the financial statements of affiliated companies in a currency other than Euro and cannot be distributed or used to absorb losses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Fair value reserves

The fair value reserves reflect the fair value variations of the investments available for sale and cannot be distributed or used to absorb losses.

According to the Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of Toyota Caetano Portugal, presented according to the Portuguese Official Accounting Plan (POC).

19. MINORITY INTERESTS

Movements in this caption during the year ended as of December 31, 2009 and 2008 were as follows:

Dec-09 Dec-08
Opening Balances in January, 1 3.490.459 3.936.005
Net profit attributable to Minority Interest (137.850) (232.087)
Others (67.928) (213.459)
Ending Balances in December, 31 3.284.681 3.490.459

20. BANK LOANS

As of December 31, 2009 and 2008 the caption "Loans" was as follows:

Dec-09 Dec-08
Current Non-Current TOTAL Current Non-Current TOTAL
Bank Loan 72.838.146 250.000 73.088.146 98.808.979 2.000.000 100.808.979
Bank Credits 549.360 - 549.360 17.598.783 - 17.598.783
Other Loans - 2.119.358 2.119.358 - - -
73.387.506 2.369.358 75.756.864 116.407.762 2.000.000 118.407.762

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

As of December 31, 2009 and 2008, the detail of bank loans, overdrafts, others loans and Commercial Paper Programs, as well as its conditions, were as follows:

2009
Description/Beneficiary Company Used Amount Limit Beginning
Date
Date-Limit
Non-current
Subsidy repayable:
Toyota Caetano Portugal 2.119.358 2.119.358 30-01-2009 6 years
Credit line PME Invest III:
Caetano Components 250.000 250.000 24-04-2009 5 years
2.369.358 2.369.358
Current
Guaranteed account 25.270.000 55.850.000
Bank Credits 549.360 15.850.000
Confirming 3.568.146 5.000.000
Comercial Paper:
Toyota Caetano Portugal - 8.200.000 25-08-2006 5 years
Toyota Caetano Portugal 10.000.000 10.000.000 07-12-2006 5 years
Toyota Caetano Portugal 15.000.000 15.000.000 29-06-2007 5 years
Toyota Caetano Portugal - 12.500.000 27-11-2007 5 years
Toyota Caetano Portugal - 6.800.000 05-06-2008 3 years
Toyota Caetano Portugal 15.000.000 15.000.000 08-09-2008 5 years
Toyota Caetano Portugal - 20.000.000 12-07-2007 5 years
Caetano Auto 4.000.000 4.000.000 29-02-2008 2 years
73.387.506 168.200.000
75.756.864 170.569.358
2008
Description/Beneficiary Company Used Amount Limit Beginning
Date
Date-Limit
Non-current
Comercial Paper:
Caetano Renting 2.000.000 2.000.000 31-03-2006 5 years
Current
Guaranteed account 22.318.057 50.850.000
Bank Credits 17.598.783 24.250.000
Confirming 4.990.922 5.000.000
Comercial Paper:
Toyota Caetano Portugal 8.200.000 8.200.000 25-08-2006 5 years
Toyota Caetano Portugal 10.000.000 10.000.000 07-12-2006 5 years
Toyota Caetano Portugal 15.000.000 15.000.000 29-06-2007 5 years
Toyota Caetano Portugal 12.500.000 12.500.000 27-11-2007 5 years
Toyota Caetano Portugal 6.800.000 6.800.000 05-06-2008 3 years
Toyota Caetano Portugal 15.000.000 15.000.000 08-09-2008 5 years
Toyota Caetano Portugal - 20.000.000 12-07-2007 5 years
Caetano Auto 4.000.000 4.000.000 30-08-2007 4 years
116.407.762 171.600.000
118.407.762 173.600.000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Interests relating to the financial instruments mentioned above are indexed to Euribor, plus a spread which varies between 0,95% and 2,125%.

With the closure of the project application n.º 00/07099 of the program SIME A of AICEP (Agência para o Investimento e Comércio Externo de Portugal, E.P.) fit was granted a refundable incentive with the following amortization plan:

Dec-09 Average
Effective Interest
rate
2010 2011 2012 > 2013 Total
Subsidy repayable:
Amortization 0,00% 210.612 545.356 1.363.390 2.119.358
Interests - - - - -
- 210.612 545.356 1.363.390 2.119.358

21. ACCOUNTS PAYABLE

As of December 31, 2009 and 2008 this caption was composed of current accounts with suppliers, which end at short term.

The Group, relating to financial risk management, has implemented policies to ensure that all liabilities are paid for within the defined payment period.

22. OTHER CREDITORS

As of December 31, 2009 and 2008 the detail of this caption was as follows:

Current Liabilities Non-Current Liabilities
Dec-09 Dec-08 Dec-09 Dec-08
Shareholders - Others 48.650 46.544 - 1.237.338
Advances from Customers 704.223 905.430 - -
Fixed Assets Suppliers 2.699.009 2.200.624 8.308.619 7.725.677
Other Creditors 2.276.274 2.667.532 571.614 16.448
5.728.156 5.820.129 8.880.233 8.979.463

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

The item "Fixed assets suppliers" (current and non-current) include the Group liabilities for leasing contracts, related to the purchase of facilities and equipment. The detail of this caption, as well as the reimbursement plan can be summarized as follows:

Medium-and long-term
Contract Leasings Short-term 2011 2012 2013 > 2013 TOTAL TOTAL
343616 Industrial Equipment
Capital 123.548 125.566 127.616 77.236 - 330.418 453.966
Interests 6.618 4.601 2.551 547 - 7.699 14.317
2028278 Comercial Installacions
Capital 87.859 79.923 90.082 91.214 800.795 1.062.014 1.149.873
Interests 13.871 12.767 11.648 10.516 41.609 76.540 90.411
559769 Comercial Installacions
Capital 55.414 56.101 56.796 57.501 987.427 1.157.825 1.213.239
Interests 14.647 13.960 13.264 12.560 96.175 135.959 150.606
626064 Comercial Installacions
Capital 125.781 130.200 134.797 139.557 1.846.838 2.251.392 2.377.173
Interests 80.616 76.176 71.579 66.819 368.013 582.587 663.203
Various Industrial Equipment
Capital 1.431.341 1.299.706 976.860 796.317 434.087 3.506.970 4.938.311
Interests 47.387 31.712 19.101 9.541 2.466 62.820 110.207
Total Capital 1.823.943 1.691.496 1.386.151 1.161.825 4.069.147 8.308.619 10.132.562
Total Interests 163.139 139.216 118.143 99.983 508.263 865.605 1.028.744

The fair value of the liabilities for leasing contracts is similar to the fair value of the leased assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

23. PUBLIC ENTITIES

As of December 31, 2009 and 2008 the detail of this "Public Entities" caption was as follows:

Dec-09 Dec-08
Public Entities
Income Taxes deduction 310.457 402.354
Value Added Taxes 7.980.742 9.091.189
Income Taxes (estimated tax) (Note 29) 3.369.318 2.533.000
Income Taxes(advance tax pay) (1.760.238) (2.446.109)
Vehicles Taxes 2.439.866 4.097.522
Custom Duties 771.895 715.470
Employees'social contributions 752.904 811.033
Others 181.942 206.293
14.046.886 15.410.752

24. OTHER CURRENT LIABILITIES

As of December 31, 2009 and 2008 the caption "Other current liabilities" was as follows:

Dec-09 Dec-08
Accrued Cost
Vacation pay and bonus 6.196.156 6.193.747
Advance costing 1.689.093 1.523.709
Vehicles Tax related with disposed vehicles not registered 693.073 1.911.710
Our reimbursement to dealers in Sales Campaigns 587.151 1.638.084
Rentals 553.621 637.500
Comission 336.932 359.841
Optimo warranties costs 253.470 242.450
Insurance 238.477 211.063
Royalties 53.010 191.241
Interest 28.785 133.295
Warranties reclaims - 257.891
Others 2.996.181 4.351.746
13.625.949 17.652.277
Deferred Income
Publicity recuperation 868.426 228.000
Debtors interest 161.479 264.615
Rappel 8.008 35.834
Others 297.564 788.176
1.335.477 1.316.625
Total 14.961.426 18.968.902

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

25. LIABILITIES FOR RETIREMENT PENSION COMPLEMENTS

Toyota Caetano (together with other associated and related companies) incorporated, by public deed dated December 29, 1988, the Salvador Caetano Pension Fund, which was subsequently updated in January 2, 1994, in December 29, 1995 and in December 23, 2002.

As of December 31, 2009, the following companies of Toyota Caetano Group were associates of the Salvador Caetano Pension Fund:

  • Toyota Caetano Portugal, S.A.
  • Caetano Auto Comércio de Automóveis, S.A.
  • Caetano Components, S.A.
  • Caetano Renting, S.A.

The Pension Fund was set up to, while Toyota Caetano Group maintains the decision to make contributions to the referred fund, provide employees (beneficiaries), at their retirement date, the right to a pension complement, which is not subject to update and is based on a percentage of the salary, among other conditions.

A request was made as of 19 December 2006 to the fund manager of the Salvador Caetano Pension Fund (ESAF – Espirito Santo Activos Financeiros, S.A.), to act near the "ISP - Instituto de Seguros de Portugal" and take the necessary measures to change the defined benefit plan into a defined contribution plan, among other changes.

Following the above mentioned, a dossier was sent on December 18, 2007 to Instituto de Seguros de Portugal containing the proposals to change the "Constitutive Contract" of Salvador Caetano Pension Fund, as well as the minute of approval of these changes by the Pensions Fund Advisory Committee, and requesting, with effects as from January 1, 2008, the approval of these changes.

The proposal for changing the pension complement, dully approved by the Pension Funds Advisory Committee ("Comissão de Acompanhamento do Fundo de Pensões"), includes the maintenance of a defined benefit plan for the current retired workers and ex-employees with acquired rights, as well as for all the current employees with more than 50 years and more than 15 years of service completed until January 1, 2008. A new group will be created to which all current employees with less than 50 years and/or less than 15 years of service will be transferred.

At December 29, 2008 Toyota Caetano Portugal, S.A. received a letter from ISP - Instituto de Seguros de Portugal (Portuguese Insurance Institute) with the approval of the pretended alterations and entering into force starting from January 1, 2008. ISP determined in the referred approval that the employees associated to the Salvador Caetano Pension Fund who at January 1, 2008 had achieved 15 years of service and had ages inferior to 50 years (and that shall integrate a Defined Contribution Plan) have the right to an individual "initial capital" according to the new Plan, determined according to the actuarial responsibilities as at December 31, 2007 and based on the presumptions and criteria used on that year.

According to the actuarial study made by the fund manager, Toyota Caetano Group has been contributing to this Fund (contributions registered in the financial statements in item "Personnel costs"), having this contribution in 2009 amounted to 60 thousand de Euros (812 thousand de Euros as of 31 December 2008), allowing the patrimonial situation of the Fund to achieve, at December 31, 2009, approximately, 28,9 million de Euros. The global responsibilities parcel estimated actuarially for the defined benefit plan relating to Toyota Caetano Group at December 31, 2009 a, approximately, 29 million Euros. The responsibilities of the Fund are totally covered, either by the Fund patrimonial situation,

Following the clarification of the alteration request of the existing Benefit Plan at December 31, 2007 and the corresponding approval of ISP – Instituto de Seguros de Portugal, the Board of Directors of Toyota Caetano Portugal decided to adopt once again the Mortality Table TV 73/77 in the actuarial calculation of the responsibilities with that Plan, instead of using the Mortality Table TV 88/90, as adopted in previous years. The main reasons for this decision were:

-the information reported by the fund manager that proceeds with the actuarial calculations that the Mortality Table TV 73/77 has an adequate adhesion to the beneficiaries group of the Retirement Pensions Complement; and

-the fact that the alteration approved by the ISP – Instituto de Seguros de Portugal has interrupted the increase of the number of beneficiaries, being the present group composed by retired people, ex-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

employees of the Company with "Differed Pensions" and present employees and directors with ages superior to 50 years.

The actuarial presumptions used by the fund manager include the "Projected Unit Credit" calculation method, the Mortality Table and disability TV 73/77 and SuisseRe 2001, respectively, as well as well as salary increase rate, pensions increase rate and average rate of return of 2%, 0% and 5%, respectively.

The movement of the Fund responsibilities of the Company with the Defined benefit plan in 2009 can be summarized as follows:

Responsibilities at January 1, 2009 28.358.503
----------------
Cost of the current services 283.926
Cost of interest 1.373.169
(Gains) and actuarial losses 772.852
Pension payment (1.752.690)
----------------
Responsibilities at December 31, 2009 29.035.762
=========

The allocation of this amount at January 1, 2009 to both plans (Defined benefit plan and Defined contribution plan) can be summarized as follows:

Item Defined benefit
plan
Defined
contribution plan
Total
Fund amount at December 31, 2008 28.067.165 6.628.540 34.695.705
Contributions 60.110 443.467 503.577
Real recovery of the plan assets 2.572.706 569.978 3.142.684
Pension payment (1.752.690) - (1.752.690)
Fund amount at December 31, 2009 28.947.291 7.641.985 36.589.276

26. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements occurred in provisions during the years ended as of December 31, 2009 and 2008 were as follows:

2009
Opening
Balances
Increases Disposals Other
regularizations
Ending
Balances
Accumulated impairment losses in investments (Note 10)
Accumulated impairment losses in accounts Receivable (Note 12)
Accumulated impairment losses in inventories (Note 11)
1.540.978
12.508.374
3.069.099
513.027
115.720
(69.327)
(34.493)
(599.245)
-
63.573
(203.099)
1.471.651
13.050.481
2.382.475
Provisions 631.184 911.995 (143.951) (571.095) 828.133
2008
Opening
Balances
Increases Disposals Other
regularizations
Ending
Balances
Accumulated impairment losses in investments 1.995 1.538.983 - - 1.540.978
Accumulated impairment losses in accounts Receivable 12.132.789 436.535 (219.378) 158.428 12.508.374
Accumulated impairment losses in inventories 2.581.290 1.012.980 (537.879) 12.708 3.069.099
Provisions 2.127.902 571.095 - (2.067.813) 631.184

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

From the increases in the caption "Provisions" in 2009, the amount of 510.295 Euros was recorded as a cost in the caption of the income statement "Personnel expenses" and the rest registered as a cost in the item "Impairment Losses"

The column "Other regularizations" in the caption "Provisions" is related to the payment of bonus to employees during 2009, regarding to their performance in 2008.

As of December 31, 2009 and 2008, the detail of the caption "Provisions" was as follows:

Description Dec-09 Dec-08
Bonus to employees
Provisions for guaranties
510.295
127.748
571.095
-
Tax contingencies 190.090 60.089
828.133 631.184

27. DERIVATIVE FINANCIAL INSTRUMENTS

Interest rate Derivatives

The derivative financial instruments used by Toyota Caetano Group, existing at December 31, 2009, relating to swaps (cash flow hedges), made with the objective of interest risk coverage of loans, though not fulfilling the requirements to be considered as hedging instruments, contribute for the reduction of exposure to the interest variation or for the optimization of funding costs.

The fair value at December 31, 2009 was negative in 1.168.927 Euros, and includes a total exposition of 42 Million Euros, for a 2 years term, counting from October 21, 2008.

These derivative instruments were evaluated considering the estimated cash flows resulting from those instruments. Toyota Caetano Group intends to hold these instruments until their maturity, so this kind of evaluation translates the best estimation of future cash flows resulting from these instruments.

These interest hedging instruments are evaluated at fair value, at the date of the statement of financial position, determined by evaluations made by the banks with which the instruments were agreed. The determination of these financial instruments fair value was based, for the swaps, on the actualization for the date of the future cash flows statement of financial position, resulting from the difference between the fixed interest of the derived instrument fixed leg and the indexing variable interest of the derived instrument variable leg.

28. FINANCIAL COMMITMENTS NOT INCLUDED IN CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of December 31, 2009 and 2008, Toyota Caetano Group had assumed the following financial commitments:

Responsilities Dec-09 Dec-08
For Notes Discounted - 8.705
Credit 38.220 37.123
Guarantee of Import 15.370.792 18.305.574
15.409.012 18.351.402

At 31 de December 2009 and 2008, the financial commitments classified as "Guarantees for Imports" (i) the amount of 8.500.000 Euros is related with guarantees on imports provided to Customs Agency, (ii) the amount of 2.500.000 Euros refers to a guarantee of Contrac GmbH and (iii) the amount of 2.244.921 Euros (2.000.000 GBP) refers to a guarantee related to S.C. UK, Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

29. INCOME TAXES

The income tax for the year ended as of December 31, 2009 and 2008 was as follows:

Dec-09 Dec-08
Income Taxes (Note 23) 3.369.318 2.533.000
Deferred income taxes (Note 15) 623.150 (248.263)
3.992.468 2.284.737

The reconciliation of the earnings before taxes of the years ended at December 31, 2009 and 2008 can be analyzed as follows:

Dec-09 Dec-08
Profit before taxation 14.234.027 3.850.443
Tax on profit 26,5% 26,5%
3.772.017 1.020.367
Provisions not accepted as fiscal costs (669.979) 12.731
Fiscal losses - (247.404)
Annulment in tangible fixed assets (25.875) (17.725)
Annulment in deferred costs (98.530) 26.377
Derivated financial instrutments valorization 32.704 217.635
Depretiation as a result of legal and free reavaluation of fixed assets 69.130 160.441
Effect of the reinvestments of the surplus in fixed assets sales 63.288 70.544
Future costs that will not be accepted fiscally - 19.551
Fiscally surplus at the base of n.º 7 Artº7 30/G 2000 Portuguese Law 6.112 6.113
Additional income tax 409.091 515.039
Others 434.510 501.068
3.992.468 2.284.737

29. EARNINGS PER SHARE

The earnings per share for the year ended as of December 31, 2009 and 2008 were computed based on the following amounts:

Dec-09 Dec-08
Net Income
Basic 10.241.559 1.565.706
Diluted 10.241.559 1.565.706
Number of shares 35.000.000 35.000.000
Earnings per share (basic and diluted) 0,293 0,045
0,293 0,045

During 2009 and 2008 there were no changes in the number of shares.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

31. SEGMENT INFORMATION

The main information relating to the business segments existing on December, 2009 and 2008, prepared according to the same accounting policies and criteria adopted in the preparation of the consolidated financial statements, is as follows:

NATIONAL FOREIGN
Industrial Equipment Removals Consolidated
Vehicles Others Vehicles Industrial Equipment
Industrie Commercial Services Rental Machines Services Rental Industrie Commercial Machines Services Rental
PROFIT
External sales 40.881.687 446.089.501 36.391.501 5.264.096 12.012.423 3.044.159 10.585.666 - 8.891.743 24.668.344 270.356 6.489 105.419 (175.711.008) 412.500.375
Income - - - - - - - - - - - - - - -
Operational income (4.140.900) 9.896.732 5.238.002 (193.169) (169.554) 1.765.807 168.518 103.371 (1.174.870) 1.162.952 17.298 5.378 (15.094) 1.820.939 14.485.410
Financial income (226.778) (1.385.523) (77.777) (96.039) (48.080) (19.372) (553.828) 74.414 (53.157) (20.315) (1.493) (38) (659) 2.157.261 (251.383)
Net Income with minority interests (4.273.417) 4.854.553 4.987.044 440.590 126.022 1.474.266 363.622 180.744 (1.228.027) 851.345 13.342 4.507 (15.753) 2.462.721 10.241.559
- - - - - - - - - - - - - - -
OUTRAS INFORMAÇÕES - - - - - - - - - - - - - - -
Total consolidated assets 52.570.875 185.414.413 24.126.872 13.444.037 16.708.767 10.630.416 57.381.659 37.623.716 - 9.915.967 - - - (116.627.285) 291.189.437
Total consolidated liabilities 26.285.691 108.528.876 11.389.521 12.260.645 8.052.018 5.268.818 33.104.598 13.744.464 - 520.984 - - - (65.594.546) 153.561.069
Capital Expenses 2.374.603 13.585.283 77.202 (5.410.135) (2.770.739) 8.428 4.016.631 93 - 102.148 - - - (519.900) 11.463.613
Depreciation 4.083.537 9.079.517 1.138.994 2.910.670 426.220 10.177 2.083.472 93 - 190.197 - - - (1.412.084) 18.510.791
NATIONAL
FOREIGN
Removals Consolidated
Vehicles Industrial Equipment Others Vehicles Industrial Equipment
PROFIT Industrie Commercial Services Rental Machines Services Rental Industrie Commercial Machines Services Rental
External sales 54.493.185 544.043.408 42.441.581 5.025.960 15.931.558 2.781.092 6.591.793 - 50.292.518 32.746.860 114.350 14.559 98.494 (215.394.975) 539.180.383
Income
Operational income (1.041.968) 9.066.983 (96.089) (66.729) 560.336 1.587.297 932.101 (1.698.303) (3.091.662) 2.820.843 7.925 11.615 23.290 (1.018.395) 7.997.245
Financial income (553.610) (3.467.683) 157.594 (640.999) (227.201) (32.902) (519.245) 322.005 (583.893) (162.351) (1.748) (176) (1.182) 1.564.587 (4.146.802)
Net Income with minority interests (1.620.187) 5.785.517 (898.870) (1.417.841) 276.682 1.394.129 1.031.294 (1.364.083) (3.675.555) 1.984.861 5.540 10.260 19.828 34.131 1.565.706
OUTRAS INFORMAÇÕES
Total consolidated assets 65.299.784 217.563.513 29.606.842 16.995.613 25.138.166 13.079.567 66.215.588 37.723.710 - 9.614.279 - - - (138.616.401) 342.620.660
Total consolidated liabilities 39.295.676 143.856.322 16.220.909 18.001.572 16.638.212 7.849.380 41.134.574 14.679.601 - 787.941 - - - (85.151.178) 213.313.009
Capital Expenses 4.130.798 11.550.958 99.223 895.616 4.323.825 7.752 3.220.279 (402) - 45.346 - - - (5.527.204) 18.746.191
Depreciation 3.630.014 9.221.964 1.431.834 5.050.626 1.249.845 8.940 2.282.592 198 - 170.004 - - - (2.671.508) 20.374.511

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

32. AVERAGE NUMBER OF PERSONNEL

During the years ended as of December 31, 2009 and 2008, the average number of personnel was as follows:

Personnel Dec-09 Dec-08
Employees 1.106 1.352
Workers 837 758
1.943 2.110

33. SALES AND SERVICES RENDERED BY GEOGRAPHIC MARKETS AND BY ACTIVITIES

The detail of sales and services rendered by geographic markets, during the years ended as of December 31, 2009 and 2008, was as follows:

Dec-09 Dec-08
Market Value % Value %
National 374.172.902 93,75% 466.682.348 87,17%
Germany 4.378 0,00% 10 0,00%
United Kingdom 1.494 0,00% 290.061 0,05%
Spain 225.180 0,05% 381.696 0,07%
Palop's 14.602.419 3,66% 11.984.544 2,24%
Other markets 10.118.539 2,54% 56.039.475 10,47%
399.124.912 100,00% 535.378.134 100,00%

Additionally, sales and services rendered by activity were as follows:

Dec-09 Dec-08
Activity Value % Value %
Vehicles 310.946.223 77,91% 435.952.731 81,43%
Spare parts 56.538.168 14,17% 58.777.527 10,98%
Repairs 26.924.356 6,75% 22.191.650 4,15%
Others 4.716.166 1,18% 18.456.226 3,44%
399.124.912 100,00% 535.378.134 100,00%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

34. OTHER OPERATING INCOME

As of December 31, 2009 and 2008, the caption "Other operating income" was as follows:

Other operating income Dec-09 Dec-08
Equipment rented 8.340.565 3.799.477
Guarantees recovered (Toyota) 5.281.884 4.410.949
Advertising expenses and sales promotion recovered 3.396.111 4.802.361
Commissions of automotive financial intermediation 2.890.882 2.873.034
Services provided 2.767.186 1.777.835
Surplus in Tangible Fixed Assets 2.499.205 2.801.782
Subsidies 1.863.824 928.124
Transport expenses recovered 659.888 824.651
Payed taxes recovered (Note 38) - 205.754
Others 11.249.492 4.015.575
Total 38.949.037 26.439.542

The item "Other" includes at December 31 2009 the amount of 3.862.549 Euros corresponding to the cancelation of cost increases registered in previous years to face the impact of changes in the actuarial assumptions in the calculation of responsibilities associated to Salvador Caetano Pension Fund, which, considering the clarification meanwhile obtained from the independent specialized entity that makes the actuarial calculations (Note 25), are not estimated as necessary.

35. OPERATIONAL LEASE

The compromises assumed at December 31, 2009 and 2008 with operational lease contracts are as follows:

Minimum payments of operational lease Dec-09 Dec-08
Not more than one year 2.501.386 2.742.929
More than one year and no more than five 8.834.471 11.102.118
More than five years - -
11.335.857 13.845.047

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

36. STATEMENT OF CONSOLIDATED NET FINANCIAL RESULTS

Consolidated net financial results as of December 31, 2009 and 2008 were as follows:

Expenses and Losses Dec-09 Dec-08
Interest 3.496.908 6.369.533
Other Financial Expenses 123.481 821.263
Net Financial Results (251.383) (4.146.802)
3.369.006 3.043.994
Income and Gains Dec-09 Dec-08
Interest 553.489 306.527
Revenue from Real Estate (Note 8) 2.815.517 2.737.467
3.369.006 3.043.994

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

37. RELATED PARTIES

Balances and transactions between the Parent Company and its affiliates, which are related entities to the Parent Company, were eliminated in the consolidation process, so they will not be disclosed in this Note. Balances and transactions details between the Group and the related parties can be summarized as follows:

Products Fixed assets Services Operating income Interests Others
Company Sales Purchases Purchases Rendered Obtained Rendered Income Costs Income Costs
AE MOTORES - COMÉRCIO SERVIÇOS AUTOMÓVEIS, LDA (325.332) 70.810 86.758 (11.773) 7.614 (7.789) - - (101.783) -
ALBITIN- CIMFT, LDA (777) 357.111 - (327) 2.138 (1.885) - - (549) -
AUTO COMERCIAL OURO, SA (9.361) 70.390 186.386 (12.974) (104) (6.068) - - (36.611) -
AUTO PARTNER III, SGPS - - - - - (8.553) - - - -
AUTO PARTNER-PEÇAS E SERVIÇOS,LDA (21.918) 142.542 - (184.294) 7.122 (520.364) - - - -
AUTOVAGA,COMÉRCIO DE AUTOMÓVEIS,SA (10.431) 503.941 - 15.188 (373) - - - - -
AUTO-VÍSTULA,COMÉRCIO DE AUTOMÓVEIS, SA (81.332) 390.790 917.422 (38.581) 82.549 (5.758) - - (26.265) -
BAVIERA - COMÉRCIO DE AUTOMÓVEIS, SA (4.905.483) 405.668 - (106.275) 171.692 (354.955) (192.997) - - 164.008
CAETANO AUTOBODY,COMERCIO DE AUTOCARROS,SA (195.362) 48.680 - (5.465) 216.332 (95.974) - - - -
CAETANO COATINGS-REVESTIMENTOS AUTO E INDUSTRIAIS,SA (39.844) 25.383 - (20.339) 511.705 (980.732) - - - 54.508
CAETANO COLISÃO(SUL), SA (10.459) 331.311 - - - (53.171) - - - -
CAETANO FORMULA (NORTE),SA - 54.051 29.740 - (52) (34.016) - - - -
CAETANO MOTORS (NORTE), SA - - - - - (1.280) - - - -
CAETANO POWER (PORTO), SA - 71.207 - - - (1.500) - - - -
CAETANO SPAIN, SA (103.345) - - (1.500) 16.162 - - - - -
CAETANO UK LIMITED - - - - 11.741 - - - - -
CAETANOBUS-FABRICAÇÃO DE CARROÇARIAS SA (3.152.640) 79.748 - (188.274) 430.607 (2.577.840) - - - 3.116
CAETSU PUBLICIDADE,SA (2.452) 22.062 - (1.098) 4.197.822 (301.345) - - - -
CAISB - COMPANHIA ADMINISTRADORA IMOBILIÁRIA SÃO BERNARDO,S.A. - - - - 395.136 - - - - -
CARPLUS-COMÉRCIO DE AUTOMÓVEIS, SA (58) - - (2.732) - (455) - - - -
CARVEGA-COMERCIO AUTOMOVEL,SA (61.754) 175.986 - (21.565) 8.616 (50.960) - - - -
CARWEB-COMÉRCIO DE AUTOMÓVEIS, SA
CATEDRAL DO AUTOMÓVEL,SA
(1.280)
-
10.500
-
-
-
(10.024)
-
(6.946)
113.036
(27.724)
-
-
-
-
-
-
-
-
-
CHOICE CAR , SA (149) 29.583 - (64) - (7.207) - - - -
CITYPLUS-COMÉRCIO DE AUTOMÓVEIS, SA - 62.109 113.306 (3.067) (228) (7.520) (66.000) (82) (2.801) -
COCIGA - CONSTRUÇÕES CIVIS DE GAIA, SA (96.427) - 1.071.187 (40.294) 169.314 (11.128) - - - -
CONTRAC GMBH MASCHINEN UND ANLAGEN (1.013) 6.197 - - 51.675 84.746 - - - -
CORAL - CORRETORES DE SEGUROS, SA (27.564) 8 - (194) 91.419 (99.131) (0) - (358.247) 9.169
DICUORE - DECORAÇÃO, SA (172) - - (74) 6.585 - (49.129) - - -
ENP-ENERGIAS RENOVÁVEIS PORTUGAL, S.A. (364) - - (156) 54.950 (13.789) - - - -
FERNANDO SIMÃO - SOC. DE COM. DE AUTOM. E REPRESENT., LDA (12.750) 190.657 - (67.810) (48) (20.786) - - (26.422) -
FERTOTA,SA - 21.600 - - - - - - - -
FERWAGEN,SL - 91.651 - - - - - - - -
FINLOG - ALUGUER E COMÉRCIO AUTO, SA (3.868.162) 2.929.090 - (107.046) 1.111.787 (111.765) (10.705) - - -
GILLCAR NORTE - COM. IND. MAQUINAS E TINTAS,SA (2.649) 68.995 3.325 (1.135) 32.178 (675) - - - -
GRUPO SALVADOR CAETANO,SGPS, SA - - - - 1.766 (612) - - - -
GUÉRIN-RENT-A-CAR(DOIS),LDA (176.755) - - (1.031.938) 3.798 (791.782) - - - -
INTERESTORIL PARTICIPAÇÕES ,SA - - - - - (32.131) - - - -
INTERVAGA,COMÉRCIO DE VEICULOS E PEÇAS,LDA (11.639) 29.799 - (4.285) 16.927 (36.555) - - - -
ISLAND RENT, ALUGUER DE AUTOMÓVEIS, S.A. - - - - 280 - - - - -
LUSILECTRA - VEÍCULOS E EQUIPAMENTOS, SA (49.367) 212.107 - (11.025) 202.264 (10.188) - - (1.241) 12.934
LUSO ASSISTÊNCIA-GESTÃO DE ACIDENTES , SA (366) 1.956 - (157) - - - - - -
NOVAVAGA - COMÉRCIO DE AUTOMÓVEIS E PEÇAS,SA 14 215.154 - - (6.828) - - - - -
NOVO MAR - SGPS, S.A. - - - - - (630) - - - -
PORTIANGA - COMÉRCIO INTERNACIONAL E PARTICIPAÇÕES, SA (299.210) - - (1.466) 81.217 (2.652) - - - -
RARCON - ARQUITECTURA E CONSULTADORIA, SA (110) - 310.899 (47) 96.415 (671) - - - -
RIGOR - CONSULTORIA E GESTÃO, SA (6.180) 56.472 - (145.377) 4.150.876 (222.187) - - - 8.124
SALTRIANA - SOCIEDADE AGRÍCOLA DE TRIANA, LDA. - - - - 20.928 - - - - -
SETUCAR-COMÉRCIO DE AUTOMÓVEIS,SA (207.677) 56.751 - 12.801 (3.048) - - - - -
SIMANOR-COMÉRCIO DE AUTOMÓVEIS, LDA - - - (10.376) (228) (638) - - - -
SIMOGA - SOC. IMOBILIÁRIA DE GAIA, SA (734) - - (259) - (422) - - - -
SOL PORTUGAL - VIAGENS TURISMO Lda. - - - - 25.146 - - - - -
SPRAMO - PUBLICIDADE & IMAGEM, S.A. - 2.452 - - - - - - - -
TOVICAR, SOCIEDADE COMERCIAL DE AUTOMÓVEIS,SA (123.421) 232.629 - (49.776) (13.820) (3.659) - - - -
TURISPAIVA - SOCIEDADE TURÍSTICA PAIVENSE, LDA. - - - - - (612) - - - -
VDR AUTO-COMÉRCIO DE AUTOMÓVEIS,SA (42.842) - - (11.450) (228) (1.643) - - - -
VIA COMERCIAL AUTOMOVILES,SA
VR MOTOR-COMÉRCIO DE AUTOMÓVEIS,LDA
-
(33.468)
-
7.643
-
-
-
(17.100)
-
207.076
-
-
-
-
-
-
-
-
102
-
(13.882.833) 6.975.033 2.719.023 (2.080.328) 12.464.970 (6.322.006) (318.831) (82) (553.919) 251.961

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Company Receivable Comercial Debts
Payable
Granted Loans
Obtained
Other Debts
Receivable
Payable
AE MOTORES - COMÉRCIO SERVIÇOS AUTOMÓVEIS, LDA 510.082 (12.450) - - - -
ALBITIN- CIMFT, LDA 786 (72.345) - - - -
AUTO COMERCIAL OURO, SA 17.249 (237.405) - - - -
AUTO PARTNER III, SGPS - - 2.132.795 (1.203.143) - -
AUTO PARTNER III, SGPS - (235.237) - - - -
AUTO PARTNER-PEÇAS E SERVIÇOS,LDA 378.258 (80.146) - - - -
AUTOVAGA,COMÉRCIO DE AUTOMÓVEIS,SA (18.371) - - - - -
AUTO-VÍSTULA,COMÉRCIO DE AUTOMÓVEIS, SA 242.862 (321.661) - - - -
BAVIERA - COMÉRCIO DE AUTOMÓVEIS, SA 818.477 (211.371) - - - -
CAETANO AUTOBODY,COMERCIO DE AUTOCARROS,SA 3.855.446 (33.116) - - - -
CAETANO COATINGS-REVESTIMENTOS AUTO E INDUSTRIAIS,SA 59.164 (180.304) - - - -
CAETANO COLISÃO(SUL), SA 76.356 (397.841) - - - -
CAETANO FORMULA (NORTE),SA 15.785 (103.949) - - - -
CAETANO MOTORS (NORTE), SA 103 - - - - -
CAETANO POWER (PORTO), SA (42) (21.869) - - - -
CAETANO SPAIN, SA 147.763 - - - - -
CAETANO UK LIMITED 3.143 (3.544) - - - -
CAETANOBUS-FABRICAÇÃO DE CARROÇARIAS SA 1.674.916 (297.024) - - - -
CAETSU PUBLICIDADE,SA
CAISB - COMPANHIA ADMINISTRADORA IMOBILIÁRIA SÃO
2.314 (957.448) - - - -
BERNARDO,S.A. 6.818 (65.856) - - - -
CARPLUS-COMÉRCIO DE AUTOMÓVEIS, SA 15.467 (9.688) - - - -
CARVEGA-COMERCIO AUTOMOVEL,SA 16.443 (8.681) - - - -
CARWEB-COMÉRCIO DE AUTOMÓVEIS, SA 14.671 - - - - -
CATEDRAL DO AUTOMÓVEL,SA 499 (42.029) - - - -
CHOICE CAR , SA 1.706 - - - - -
CITYPLUS-COMÉRCIO DE AUTOMÓVEIS, SA 61.240 (48.466) - - - -
COCIGA - CONSTRUÇÕES CIVIS DE GAIA, SA 204.590 (708.744) - - - -
CONTRAC GMBH MASCHINEN UND ANLAGEN (89.775) (59.305) - - - -
CORAL - CORRETORES DE SEGUROS, SA 55.000 (11.521) - - - -
DICUORE - DECORAÇÃO, SA 42.705 (6.219) - - - -
ENP-ENERGIAS RENOVÁVEIS PORTUGAL, S.A. 5.467 (32.460) - - - -
FERNANDO SIMÃO - SOC. DE COM. DE AUTOM. E REPRESENT., LDA 196.720 (511.592) - - - -
FERWAGEN,SL - (39.252) - - - -
FINLOG - ALUGUER E COMÉRCIO AUTO, SA 1.272.690 (863.050) - - - -
GILLCAR NORTE - COM. IND. MAQUINAS E TINTAS,SA - (28.923) - - - -
GRUPO SALVADOR CAETANO,SGPS, SA 5.191 539 - - - -
GUÉRIN-RENT-A-CAR(DOIS),LDA 1.219.218 7.204 - - - -
INTERESTORIL PARTICIPAÇÕES ,SA 25.577 - - - - -
INTERVAGA,COMÉRCIO DE VEICULOS E PEÇAS,LDA 30.824 (7.121) - - - -
ISLAND RENT, ALUGUER DE AUTOMÓVEIS, S.A. - - - - - -
LUSILECTRA - VEÍCULOS E EQUIPAMENTOS, SA 88.344 (285.511) - - - -
LUSO ASSISTÊNCIA-GESTÃO DE ACIDENTES , SA 779 (1.597) - - - -
NOVAVAGA - COMÉRCIO DE AUTOMÓVEIS E PEÇAS,SA 8.680 (134.499) - - - -
PORTIANGA - COMÉRCIO INTERNACIONAL E PARTICIPAÇÕES, SA 956.212 (34.464) - - - -
PREMIUM FER,SA (3.769) - - - - -
RARCON - ARQUITECTURA E CONSULTADORIA, SA 995 (397.014) - - - -
RIGOR - CONSULTORIA E GESTÃO, SA 185.521 (1.548.695) - - - -
SALTRIANA - SOCIEDADE AGRÍCOLA DE TRIANA, LDA. - (12.720) - - - -
SALVADOR CAETANO (MOÇAMBIQUE), SARL 1.124.374 - - - - -
SETUCAR-COMÉRCIO DE AUTOMÓVEIS,SA 21.769 715 - - - -
SIMANOR-COMÉRCIO DE AUTOMÓVEIS, LDA 7.238 (714) - - - -
SIMOGA - SOC. IMOBILIÁRIA DE GAIA, SA 1.645 - - - - -
SOL PORTUGAL - VIAGENS TURISMO Lda. - (25.146) - - - -
SPRAMO - PUBLICIDADE & IMAGEM, S.A. 7.619 - - - - -
TOVICAR, SOCIEDADE COMERCIAL DE AUTOMÓVEIS,SA 37.944 (24.884) - - - -
TURISPAIVA - SOCIEDADE TURÍSTICA PAIVENSE, LDA. 734 - - - - -
VDR AUTO-COMÉRCIO DE AUTOMÓVEIS,SA 48.753 - - - - -
VIA COMERCIAL AUTOMOVILES,SA - - - - - -
VR MOTOR-COMÉRCIO DE AUTOMÓVEIS,LDA 20 (225.248) - - - -
13.356.200 (8.290.651) 2.132.795 (1.203.143) - -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

Goods and services purchased and sales to related parties were made at market prices. There is an impairment loss recorded in previous years related to accounts receivable from related parties, namely Salvador Caetano Moçambique, amounting to 750.000 Euros (Note 12).

38. CONTINGENT ASSETS AND LIABILITIES

Taxes Liquidation:

Toyota Caetano Portugal,S.A.

As a result of favorable decisions on the judicial impugnation processes, referring to the additional payments of the Corporate Income Tax and relating to the fiscal years of 1995,1997, 1998 and 1999 it is expected that the reimbursement of the remaining tax paid, and recognized as expenses in previous years, added by the corresponding compensatory interest, may occur soon.

Regarding the tax inspection to the years 2003 and 2004, the additional assessments related with Corporate Income Tax already paid and recognizes as expenses in previous years were claimed, amounting to 725.542 Euros, as the Company understands that there are legal reasons for this procedure.

Caetano – Auto, S.A.

Regarding to the tax inspection to the year 2003, an additional Corporate Income tax assessment was received and paid during 2007, amounting to 453.895 Euros that was meanwhile paid, and also partially claimed by a company decision.

Related to the tax inspection to the year 2004, additional tax assessments were received and paid during 2007, amounting to 677.473 Euros, and recorded as an expense, having the Company decided to claim them judicially. Also in relation with this tax inspection, the Group received a notification from the tax authorities to correct its tax losses that can be carried forward, and that had already been used in prior years, amounting to 354.384 Euros

39. REMUNERATION OF BOARD MEMBERS

The remuneration of the board members in Toyota Caetano Portugal, S.A. during the years 2009 and 2008, was as follows:

Board Members 31.12.2009 31.12.2008
Board of Directors
Fixed remunerations 1.122.415 979.615
Variable remunerations 220.160 282.347

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2009

(Amounts in Euros)

40. INFORMATION RELATED TO ENVIRONMENTAL AREA

The Group adopts the necessary measures relating to the environment, aiming to fulfill current applicable legislation.

The Toyota Caetano Group Board of Directors does not estimate that there are risks related to the environmental protection and improvement, not having received any infraction related to this matter during 2009.

41. END OF LIFE VEHICLES

In September 2000, the European Commission approved a Directive regarding end-of-life vehicles and the responsibility of Producers/Distributors for dismantling and recycling them.

Producers/Distributors will have to support at least a significant part of the cost of the dismantling of vehicles that went to the market after July 1, 2002, as well as in relation to vehicles produced before this date, but presented as of January 1, 2007.

This legislation will impact Toyota vehicles sold in Portugal. Toyota Caetano and Toyota are closely monitoring the development of Portuguese National Legislation in order to access the impact of these operations in its financial statements.

It is our conviction, in accordance with studies performed on the Portuguese market, and taking in consideration the possible usage of the vehicles parts resulting from the dismantlement, that the effective impact of this legislation in the Company accounts will be reduced or nil.

Meanwhile, and according to the legislation in force (Dec./Law 196/2003), the Company signed a contract with "ValorCar – Sociedade de Gestão de Veículos em Fim de Vida, Lda" - a licensed entity for the management of an integrated system of ELV- the transfer of the liabilities in this process.

42. FINANCIAL STATEMENTS APPROVAL

The consolidated financial statements were approved by the Board of Directors on April 8, 2010. Additionally, the enclosed financial statements at 31 December 2009 are still waiting to be approved at the Share Holders General Meeting. Nevertheless, the Group Board of Directors believes that they shall be approved without any meaningful alterations.

43. EXPLANATION ADDED FOR TRANSLATION

These financial statements are a translation of financial statements originally issued in Portuguese language in accordance with IFRS. In the event of discrepancies, the Portuguese language version prevails.

ADMINISTRATIVE MANAGER BOARD OF DIRECTORS ALBERTO LUÍS LEMA MANDIM JOSÉ REIS DA SILVA RAMOS - President HIROYUKI OCHIAI ANDREA FORMICA MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS RUI MANUEL MACHADO DE NORONHA MENDES

LEGAL CERTIFICATION OF ACCOUNTS AND AUDITOR´S REPORT

CONSOLIDATED ACCOUNTS

(Translation of a report originally issued in Portuguese)

Introduction

  1. In compliance with the applicable legislation, we hereby present our Legal Certification of Accounts and Auditor's Report on the consolidated financial information contained in the Management Report and on the accompanying consolidated financial statements as of 31 December 2009 of Toyota Caetano Portugal, S.A. ("the Company") and its subsidiaries, which comprise the consolidated statement of financial position as of 31 December 2009, that reflects total assets of 291,189,437 Euros and shareholders' equity of 137,628,368 Euros, including a consolidated net profit attributable to the shareholders of 10,379,409 Euros, the consolidated Statements of profit and loss and of comprehensive income, of changes in equity and of cash flows for the year then ended and the corresponding notes.

Responsibilities

    1. The Company's Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position of the companies included in the consolidation, the consolidated result and comprehensive income of their operations, the changes in its consolidated equity and their consolidated cash flows; (ii) the preparation of historical financial information in accordance with the International Financial Reporting Standards as adopted by the European Union and that is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code ("Código dos Valores Mobiliários"); (iii) adopting adequate accounting policies and criteria and the maintenance of appropriate internal control systems; and (iv) informing on any significant facts that have influenced its operations and the operations of the group of companies included in consolidation, its financial position or its results.
    1. Our responsibility is to verify the financial information contained in the consolidated documents of account referred to above, including the verification that, in all material respects, the information is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code, and issuing a professional and independent report based on our work.

Scope

  1. Our examination was performed in accordance with the Technical Review/Audit Standards ("Normas Técnicas e as Directrizes de Revisão/Auditoria") issued by the Portuguese Institute of Statutory Auditors ("Ordem dos Revisores Oficiais de Contas"), which require that the examination be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. Such an examination included verifying, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the significant estimates, based on judgements and criteria defined by the Company's Board of Directors, used in their preparation. Such an examination also included: verification of the consolidation procedures used, the application of the equity method, as well as verifying that the financial statements of the companies included in the consolidation have been appropriately examined; assessing the adequacy of the accounting principles used and their uniform application and disclosure, taking into consideration the circumstances; the applicability of the going concern concept; the adequacy of the overall presentation of the consolidated financial statements; and assessment that, in all material respects, the information is complete, true, up-to-date, clear, objective and licit. Our examination also included verifying that the information included in the consolidated Directors' Report is consistent with the other consolidated documents of account. We believe that our examination provides a reasonable basis for expressing our opinion.

Page 2 of 2

Opinion

  1. In our opinion, the consolidated financial statements referred to in paragraph 1 above, present fairly, in all material respects, the consolidated financial position of Toyota Caetano Portugal, S.A. and its subsidiaries as of 31 December 2009, the consolidated results and comprehensive income of its operations, the changes in its consolidated equity and their consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union, applied on a consistent basis with that of the preceding year, and the information contained therein is, in terms of the definitions included in the technical standards and review recommendations referred to in paragraph 4 above, complete, true, up-to-date, clear, objective and licit.

Porto, 8 April 2010

DELOITTE & ASSOCIADOS, SROC S.A. Represented by António Manuel Martins Amaral

_________________________________________________

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