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Teixeira Durate

Quarterly Report Sep 16, 2010

1919_ir_2010-09-16_631bf92d-b47d-4a41-9b01-fb7f1107853d.pdf

Quarterly Report

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TABLE OF CONTENTS

    1. Company Identification
    1. Summary of Indicators
    1. ORGANOGRAM 1ST SEMESTER 2010
    1. Teixeira Duarte Group 1st Semester 2010
    1. Management Report of the Board of Directors
  • I. Introduction
  • II. Overall Assessment
  • III. Facts Which Have Occurred After the End of the 1st Semester 2010
  • IV. Outlook for 2010
  • V. List of Holders of Qualifying Holdings
  • VI. Information required by legal diplomas
    1. Statement of conformity
    1. Consolidated Financial Statements
  • I. Consolidated Statement of the Financial Position
  • II. Consolidated Income Statement of the Period
  • III. Consolidated Full Income Statement
  • IV. Consolidated Statement of Change in Equity
  • V. Consolidated Cash Flow Statement
  • VI. Notes to the Consolidated Financial Statements

Summary of Indicators

1st S 1st S 1st S 1st S (*) 1st S Growth
2006 2007 2008 2009 2010 2010/2009 %
Workers 6,936 9,334 12,746 13,462 12,901 (4.2%)
Sales/Services Rendered 356 464 583 603 667 10.7%
Operating Income 375 480 632 635 694 9.3%
EBITDA 38 45 93 64 72 12.1%
EBITDA / Turnover Margin 11% 10% 16% 11% 11% 1.3%
EBIT 24 28 71 37 35 (5.3%)
Tangible fixed assets + Investment property 676 767 832 951 1,033 8.6%
Investments in associates + Assets available for sale + Other investments 1,088 1,719 1,393 1,177 329 (72.1%)
Total Equity 536 1,049 535 353 596 69.0%
Net Income 29 34 (256) 18 52 185.3%

Notes:

Amounts expressed in million Euros The figures in the "Growth 2010/2009 %" column were calculated based on amounts that were not rounded off. Total Equity includes minority interests. (*) - Restated Values

s
Í
Bussiness Sectors Inve: Magall τ Š Dias $\frac{5}{1}$
۹
Vian Ρa
Sal
Construction Operation Centres Foundation Engineering
Geotechnical and
Magalhães Gonçalves, Eng. Hélder Matos, Eng.
Ivo Rosa, Eng.
Building Construction Paulo Araújo, Eng. Luis Mendonça, Eng. Infra-Structures Sampayo Ramos, Eng. Sousa Barros, Eng.
José Palma, Eng.
Oliveira Rocha, Eng. Joaquim Tavares, Eng.
Rosa Saraiva, Eng.
Fernando Frias, Eng.
João Duarte, Enq.
Metalworking Construction Paiva Nunes, Eng. Formwork and Pre-stressing
Operation Centre
Marques dos Santos Fng
Central Directorats Planning and Studies
Garcia Fernandes, Eng.
Luis Menezes, Eng. Electro-Mechanical Installations Helena Galhardas, Eng. Special Studies Rocha Lobo, Arq. Public Work Studies João Torrado, Eng. Projects Baldomiro Xavier, Eng. Equipament Rodrigo Ouro, Eng.
Corporate Centre Central Directorates Maria António Ambrósio, Dr.
Contracts and Logistics
Safety, Quality and Environment Agripino Fonseca, Eng. and Administrative Services
Human Ressources
Ginja Sebastião, Dr. E José Gaspar, Dr. Finance and Accounting Martins Rovisco, Dr. Supplies Leal da Silva, Eng.
Freitas Costa, Eng.
Services Corporate Secretariat Accounts Consolidation
Spain António Carlos Teixeira Duarte, Eng.
- Branch
Libya Macao Morocco Aozambique - Branch Carlos Timóteo, Eng. Namibia Russia San Tome and Principe Tunisia Ukraine Venezuela Moreira da Silva, Eng. Luis Alves, Eng.
Markets Portugal Angola Valdemar Marques, Eng.
- Branch
Luis Santos, Eng.
Pedro Costa, Eng.
Algeria - Branch Ricardo Acabado, Eng.
Pedro Plácido, Eng.
Guedes Duarte, Eng. Brazil Moreira da Silva, Eng. Fernando Martins, Eng.
Fernando Melo, Eng.
Alfredo Silva, Eng. Cabo Verde

Report and Accounts of the 1st Semester 2010

Report and Accounts of the 1st Semester 2010
7

I - INTRODUCTION

Under the terms and for the effects of the applicable legal and regulatory provisions, TEIXEIRA DUARTE - Engenharia e Construções, S.A. hereby discloses the Interim Report relative to the first six months of 2010.

In compliance with and under the legislation on the presentation of periodic information, it should be noted that the elements disclosed herein refer only to the consolidated position and that the financial statements and their notes were prepared based on the International Accounting Standard IAS 34, with the scope and development established in the Law.

In compliance with IFRIC 12 – Service concession arrangements ("IFRIC 12"), the previously disclosed financial information has be restated retrospectively, through adjustment of the opening balances of the financial position as at 01 January 2009 and 2010 and of the net income for the semester and quarter ended on 30 June 2009.

Without prejudice to the regular monitoring of the activity of Teixeira Duarte by its Supervisory Bodies, as well as through the information reported to the Supervisory Bodies for the purpose of the preparation of this document, the elements published herein are not, under the terms of the applicable provisions, subject to auditing.

In addition to the Consolidated Financial Statements and respective notes, this document also presents a brief description of the evolution of the Group's activity during the period under analysis, relative to which we highlight the following aspects:

  • The Consolidated Net Income Attributable to Shareholders was positive by 52 million euros.
  • Turnover of 667 million euros;
  • EBITDA of 72 million euros;
  • EBITDA / Turnover Margin of 11%;
  • Net Debt of 1,105 million euros;
  • Net Assets of the Group of 2,810 million euros;
  • Financial Autonomy of 21%;
  • Portfolio of Orders of the Teixeira Duarte Group for the construction sector above 2,000 million euros.

II - OVERALL ASSESSMENT

1st S 10 1st S 09
Restated
Var (%) 1st S 09
Operating income 694,049 634,810 9,3% 617,298
Operating costs 622,300 570,822 9,0% 553,213
EBITDA 71,749 63,988 12,1% 64,085
Amortisation and depreciation 27,336 27,162 0,6% 27,116
Provisions 9,552 2 477.500,0% 2
EBIT 34,861 36,824 (5,3%) 36,967
Financial results 21,035 (11,679) - (10,248)
Pre-tax profit 55,896 25,145 122,3% 26,719
Income tax 4,497 6,224 (27,7%) 6,642
Net profit 51,399 18,921 171,7% 20,077
Attributable to:
Shareholders 51,947 18,210 185,3% 19,366
Minority interests (548) 711 - 711

Income Statement Semesters ended on 30 June 2010 and 2009

(Values in thousand euros)

The Consolidated Net Income Attributable to Shareholders reached the value of 51,947 thousand euros, having registered an increase of 185.3% compared to June 2009.

This indicator was influenced by the incorporation of the capital gain arising from the sale of the holding in "CIMPOR – Cimentos de Portugal, S.G.P.S., S.A.", of the value of 69,800 thousand euros and by the appropriation of net income from this participated company up to the date of its sale, of the value of 9,237 thousand euros, as well as by the recording of an impairment loss in the stake in "Banco Comercial Português, S.A.", with an impact on profit of 53,150 thousand euros and which penalised the net income calculated for the second quarter of 2010, as shown in the table below.

2nd T 10 2nd T 09
Restated
Var (%) 2nd T 09
Operating income 384,862 333,997 15.2% 321,930
Operating costs 349,135 310,396 12.5% 298,268
EBITDA 35,727 23,601 51.4% 23,662
Amortisation and depreciation 14,531 13,665 6.3% 13,648
Provisions 7,883 (10) - (10)
EBIT 13,313 9,946 33.9% 10,024
Financial results (54,296) 1,386 - 1,589
Pre-tax profit (40,983) 11,332 - 11,613
Income tax 229 4,836 (95.3%) 4,911
Net profit (41,212) 6,496 - 6,702
Attributable to:
Shareholders (39,915) 3,370 - 3,576
Minority interests (1,297) 3,126 - 3,126

Income Statement Quarters ended on 3o June 2010 and 2009

Turnover increased by 10.7% percent relative to the first semester of 2009, having reached 667,153 thousand euros.

Evolution of Consolidated Turnover

(Values in thousand euros)

In the general computation of the abovementioned growth, Portugal has increased by 16,4%, while the external market has increased by 7%, and now represents 58.9% of the total Turnover of the Teixeira Duarte Group.

Evolution of Turnover by Markets

The table below presents the contribution, by country, of the contribution to consolidated total turnover, with the overall influence of the current financial and economic crisis being perceptible, counteracted only by the growth achieved in Portugal, Brazil and Mozambique.

Countries 1st S 10 1st S 09
Restated
Var (%)
Portugal 274,472 235,792 16.4%
Angola 225,430 239,946 -6.0%
Algeria 29,890 53,147 -43.8%
Brazil 88,674 25,214 251.7%
Spain 12,008 12,582 -4.6%
Morocco 1,735 4,337 -60.0%
Mozambique 26,956 21,824 23.5%
Ukraine 4,511 5,579 -19.1%
Venezuela 2,124 2,340 -9.2%
Other 1,353 1,889 -28.4%
Total 667,153 602,650 10.7%

(Values in thousand euros)

Analysing this indicator by activity sector, particular note should be made of the growth in Construction – including in Portugal, where, in spite of the unfavourable circumstances of the sector, an increase of 4.1% has been achieved -, as well as in Concessions and Services, in Real Estate and in the Fuel Trade.

Turnover of Construction

Turnover of Cement, Concrete and Aggregates

(Values in thousand euros)

Turnover of Real Estate

Turnover of Hotel Services

(Values in thousand euros)

Turnover of the Fuel Trade

Turnover of the Sale of Vehicles

Consolidated operating income has increased by 9.3% in comparison to June 2009, having reached the value of 694,049 thousand euros in these first six months of 2010.

Evolution of Consolidated Operating Income

(Values in thousand euros)

The growth registered in the Construction sector in both internal and external markets is particularly noteworthy, in spite of the difficult circumstances that this business area has faced.

Total operating income achieved in the Cement, Concrete and Aggregates sector has been affected essentially by the depressive conditions of the Ukrainian market.

The growth in Real Estate in the internal market is due, above all, to the sale of the "Virgin Active" health club for 10 million euros – a building included within the "Santa Marinha" development, in Vila Nova de Gaia –, and in the external market results from the good performance of the activity in Brazil.

The operating income of Hotel Services has decreased, mainly due to the losses registered in the Group's units operating in the Angolan market.

Note should also be made of the good performance achieved in Food Trade and Fuel Trade, which contributed to the positive variation of this indicator.

Operating Income by activity and geographical markets:
-- -- --------------------------------------------------------
Internal Market External Market Total
Activity Sector 1st S 10 1st S 09
Restated
Var (%) 1st S 10 1st S 09
Restated
Var (%) 1st S 10 1st S 09
Restated
Var (%)
Construction 163,092 159,133 2.5% 205,567 189,322 8.6% 368,659 348,455 5.8%
Cement, Concrete and Aggregates - - - 6,660 9,142 -27.1% 6,660 9,142 -27.1%
Concessions and Services 10,084 8,841 14.1% 15,262 12,380 23.3% 25,346 21,221 19.4%
Real Estate 41,088 31,941 28.6% 30,285 10,853 179.0% 71,373 42,794 66.8%
Hotel Services 7,361 6,887 6.9% 34,557 37,324 -7.4% 41,918 44,211 -5.2%
Food Trade 30 - - 54,726 51,040 7.2% 54,756 51,040 7.3%
Fuel Trade 66,643 50,189 32.8% - 22 - 66,643 50,211 32.7%
Sale of Vehicles 22 102 -78.4% 58,672 67,632 -13.2% 58,694 67,734 -13.3%
Other - 2 - - - - - 2 -
Total of the Sectors: 288,320 257,095 12.1% 405,729 377,715 7.4% 694,049 634,810 9.3%

(Values in thousand euros)

In this way, the contribution of each of the activity sectors to the total value of consolidated operating income was as follows:

EBITDA has grown by 12.1% in relation to the first six months of last year, to stand at 71,749 thousand euros.

Evolution of Consolidated EBITDA

Analysing this indicator by sector of activity, the table below shows that the major instability at a global level led to a great variety of different behaviour in these business areas according to the specific characteristics of each and of the respective markets in which they operate.

EBITDA
Activity Sector 1st S 10 1st S 09
Restated
Var (%) 1st S 09
Construction 20,085 16,926 18.7% 17,100
Cement, Concrete and Aggregates (2,124) (2,642) - (2,642)
Concessions and Services 6,097 4,007 52.2% 3,930
Real Estate 29,453 19,995 47.3% 19,995
Hotel Services 15,785 19,353 (18.4%) 19,353
Food Trade 3,942 2,570 53.4% 2,570
Fuel Trade 5,190 5,448 (4.7%) 5,448
Sale of Vehicles 4,533 9,447 (52.0%) 9,447
Not allocated to segments (11,260) (11,159) - (11,159)
Eliminations 48 43 11.6% 43
71,749 63,988 12.1% 64,085

EBITDA of Construction

(Values in thousand euros)

EBITDA of Cement, Concrete and Aggregates

(Values in thousand euros)

EBITDA of Concessions and Services

EBITDA of Real Estate

(Values in thousand euros)

(Values in thousand euros)

EBITDA of Food Trade

EBITDA of the Fuel Trade

EBITDA of the Sale of Vehicles

The consolidated EBITA / Turnover margin has grown by 1.3% in relation to June 2009, having increased from 10.6% to 10.8% in June 2010.

The financial results were positive by 21,035 thousand euros, in contrast to the negative results of 11,679 thousand euros as at 30 June 2009.

On this issue, it should be noted that the sale of the stake in "CIMPOR – Cimentos de Portugal, S.G.P.S., S.A." contributed positively to the financial results by 71,183 thousand euros, with this indicator also having been influenced, by 28,032 thousand euros, by the positive currency conversion effect of the appreciation of the Currencies with which the Group operates in relation to the Euro, as well as by the recording of an impairment loss in the holding in "Banco Comercial Português, S.A.", of the value of 61,268 thousand euros.

Income Tax reached the value of 4,497 thousand euros for the semester ended on 30 June 2010.

Total Net Assets as at 30 June 2010 stood at 2,809,799 thousand euros, having decreased by 19.9% in relation to 31 December 2009, essentially as a result of the sale of the stake in "CIMPOR – Cimentos de Portugal, S.G.P.S., S.A.".

Evolution of Consolidated Net Assets

(Values in thousand euros)

The Group's net debt, which continues to be carefully controlled and integrated in the defined overall strategy, reached the value of 1,105,140 thousand euros by the end of the first semester of this year, reflecting a decrease of 887,601 thousand euros in relation to the end of 2009.

Evolution of Consolidated Net Debt

(Values in thousand euros)

Total Equity reached 596,081 thousand euros, corresponding to growth of 16.6% in relation to 31 December 2009.

Financial Autonomy increased from 14.6% as at 31 December 2009 to 21.2% as at 30 June 2010, having grown by 45.7%.

In the area of human resources, efforts were pursued towards the minimisation of inactivity in the Construction sector as well as stronger focus on vocational training and certification.

By the end of the semester under consideration, the average number of workers was 12,901, reflecting a decrease of 4.6% compared to 31 December 2009.

Evolution of the Average Number of the Group's Workers

"Teixeira Duarte - Engenharia e Construções, S.A." shares devalued by 6.3% over the first semester, falling from 1.046 as at 31 December 2009 to 0.98 as at 30 June 2010.

The graph below shows the evolution of the stock market prices of the shares during the first six months of the year, having varied over this period between a minimum of 0.76 euros on 26 May 2010 and maximum of 1.144 euros on 13 January 2010.

Share Prices of Teixeira Duarte - Engenharia e Construções, S.A.

During this period, 84,053,090 shares were traded on the stock exchange, with a total turnover of 79,516,102 euros.

III. Facts Which Have Occurred After the End of the 1st Semester 2010

On 16 July 2010, TEIXEIRA DUARTE, S.A. announced the Notice of the Launch and Prospectus relative to the general and voluntary public offer of the acquisition of shares representing the share capital of TEIXEIRA DUARTE – Engenharia e Construções, S.A. through the delivery of shares of TEIXEIRA DUARTE, S.A.

The abovementioned public offer lasted until 06 August, and during a special session at the stock exchange, held on 09 August, the share exchange operations were carried out, with Teixeira Duarte, S.A. as of this date holding 96.75% of the share capital and voting rights of TEIXEIRA DUARTE - Engenharia e Construções, S.A..

On 18 August 2010, TEIXEIRA DUARTE - Engenharia e Construções, S.A. disclosed to the market the information received from TEIXEIRA DUARTE, S.A., with the following content:

"Following the conclusion of the public offer of exchange of shares launched by Teixeira Duarte, S.A. relative to the shares of Teixeira Duarte – Engenharia e Construções, S.A. ("TD-EC"), and in view of the circumstance that the level of acceptance of the abovementioned offer does not permit the use of the potestative mechanisms of acquisition and sale established in articles 194 and 196 of the Securities Market Code, Teixeira Duarte, S.A. reports that, as already presented in the documents of the said offer, it is currently analysing the possibility of applying to the Portuguese Securities Market Commission (CMVM) for TD-EC to no longer possess the status of public company, under the provisions in sub-paragraph a) of number 1 of article 27 of the Securities Market Code as well as, the exclusion of the trading of the shares representing the share capital of TD-EC, under ISIN code PTTDU0AM0007, on the regulated market of Euronext Lisbon.

As disclosed in due time, Teixeira Duarte, S.A. recalls that the objective of the offer, amongst other aspects, involved the acquisition by Teixeira Duarte, S.A. of the total share capital of TD-EC, and, as a consequence, that its shareholder structure should replicate the shareholder structure of TD-EC, as the senior company of the business group with shares listed on a regulated market.

In order to achieve the objective referred to above, Teixeira Duarte, S.A. intends – once the future process of the loss of the status of TD-EC as a public company has been concluded and in the case of compliance with the other legal requisites – presenting the shareholders of TD-EC with the competent acquisition offer for total control, under the terms established in article 490 of the Commercial Companies Code. Since, under the terms of the abovementioned legal provision, the counterpart may be constituted by cash, shares or bonds, the possible alternative are under analysis, in particular that of the counterpart equivalent to the public offer, that is, through the submission of shares."

On 26 August 2010, the Brazilian participated company ALVORADA, S/A signed an Agreement with an entity of the Group "Gran Tierra Energy Inc." ("Gran Tierra Energy"), through which the latter will pay USD 22.6 million and undertakes to comply with certain future commitments, including the drilling of two wells, receiving in exchange 70% of the Blocks REC-T-129, 142, 155 and 224, included in the concession relative to the alluded 9th Round of bids promoted by ANP.

IV. Outlook for 2010

The Teixeira Duarte Group will maintain its attitude of particular caution and vigilance in relation to cost contention and will pursue the prudent evaluation of investments in the different sectors and markets of operation.

Teixeira Duarte continues to expect growth in the Construction sector abroad and in the national market, and will focus its efforts of prudent participation in the main tenders.

The Portfolio of Orders of the Teixeira Duarte Group for the construction sector, which achieved the impressive total value of 2,043,617 thousand euros as at 30 June 2010, ensures good levels of activity, especially in the current context of such unfavourable economic circumstances.

Teixeira Duarte will also pursue the development of action in other activity sectors, whenever possible also giving priority to ventures in external markets, which, due to their dynamics, are becoming increasingly important in the Group.

Teixeira Duarte expects to achieve consolidated operating income of 1,500 million euros for 2010.

V. LIST OF OWNERS OF QUALIFYING HOLDINGS AS AT 30 JUNE 2010

In compliance with the applicable legal and regulatory provisions, namely those established in sub-paragraph c), of number 1 of article 9 of CMVM Regulation number 5/2008, and based on the Company's records and the information which has been received, TEIXEIRA DUARTE - Engenharia e Construções, S.A. discloses the list of the owners of qualifying holdings in its share capital as at 30 June 2010, indicating the number of shares owned and corresponding percentage voting rights, calculated under the terms of article 20 of the Securities Market Code.

    1. TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM – with which it disagrees in relation to the matter presented in sub-paragraphs b) and c) below –, a qualifying holding in the share capital and voting rights of the company TEIXEIRA DUARTE - Engenharia e Construções, S.A. of 290,259,724 (two hundred and ninety million, two hundred and fifty-nine thousand and seven hundred and twenty-four) shares, corresponding to 69.11% of the share capital and respective voting rights, as a result of:
  • a) 287,880,799 shares owned by its participated company TEIXEIRA DUARTE, S.A., corresponding to 68.54% of the share capital;
  • b) 2,000 shares owned by members of the Board of Directors of TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A., corresponding to 0.0005% of the share capital;
  • c) 2,390,382 shares owned by members of the Board of Directors of TDG Sociedade Gestora de Participações Sociais, S.A., corresponding to 0.57% of the share capital, with this imputation having been made in conformity with the interpretation of the CMVM, where there is disagreement;
  • d) 678,543 shares owned by members of the Board of Directors of TEIXEIRA DUARTE, S.A., who are not members of the Board of Directors of the company indicated in sub-paragraph b) above, corresponding to 0.16% of the share capital, with this imputation having been made in conformity with the interpretation of the CMVM, where there is disagreement.
    1. Banco Comercial Português, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM, the qualifying holding of 42,049,716 shares, corresponding to 10.0000% of the share capital and voting rights, as a result of:
  • a) 500 shares owned by Banco Millennium BCP Investimento, S.A., corresponding to 0.0001% of the share capital and voting rights;
  • b) 41,999,716 shares owned by Fundo de Pensões do Grupo Banco Comercial Português, corresponding to 9.9999% of the share capital and voting rights *.

    1. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of 16,408,273 shares, corresponding to 3.91% of the share capital and voting rights, as a result of:
  • a) 33,000 shares owned directly by him, corresponding to 0.01% of the share capital and voting rights;
  • b) 16,373,373 shared owned by the company controlled indirectly by him CIMILE – Sociedade Gestora de Participações Sociais, S.A., corresponding to 3.90% of the share capital and voting rights;
  • * Through communication received from "Banco Comercial Português, S.A." on 08 February 2007, it was indicated that the holding company of the Pensions Fund of the BCP Group exercises its voting rights in an independent manner.

VI. INFORMATION REQUIRED BY LEGAL DIPLOMAS

I. Number of securities of the Members of the Governing Bodies:

In compliance with the duties of information to which the Company is bound under various rules in force, in particular article 9, number 1, sub-paragraph a) of CMVM Regulation number 5/2008, "Teixeira Duarte - Engenharia e Construções, S.A." presents, below, the number of securities issued by the Company and by companies with which it is in a relationship of control or group, owned by members of the governing bodies as at 30 June 2010.

Name Capacity No. of Shares
____________________
Pedro Maria Calainho Teixeira Duarte
Chairman of the Board of Directors -
Manuel Maria Calainho de Azevedo Teixeira Duarte Director -
Joel Vaz Viana de Lemos Director 433.862
Jorge Ricardo de Figueiredo Catarino Director 180.000
Carlos Gomes Baptista Director 25.634
João José Gouveia Capelão Director 10.387
João José do Carmo Delgado Director 28.660
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel do Carmo Pereira Coutinho Member of the Supervisory Board (a) 10,000
Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting of Shareholders -
João Torres Ágoas Martinho Lopes Deputy Chairman of the Board of the General Meeting of
Shareholders -
José Gonçalo Pereira de Sousa Guerra Costenla Secretary of the Board of the General Meeting of Shareholders -
Mariquito, Correia & Associados, SROC Statutory Auditor -

(a) shares owned under a regime of joint ownership with his wife.

II. List of share transactions carried out by senior staff:

Under the terms and for the effects of the provisions in number 7 of article 14 of CMVM Regulation number 5/2008, "TEIXEIRA DUARTE - Engenharia e Construções, S.A." reports that, during the semester, no transactions were carried out in relation to its shares or financial instruments related to them by the senior staff of the issuer, by a company controlling the issuer and by the persons strictly related to them.

STATEMENT OF CONFORMITY

(under the terms of sub-paragraph c) of number 1 of article 246 of the Securities Market Code)

As far as is to our knowledge: the information established in sub-paragraph a) of number 1 of article 246 of the Securities Market Code has been prepared in conformity with the applicable accounting standards, presenting a true and appropriate image of the assets and liabilities, financial situation and net income of TEIXEIRA DUARTE – Engenharia e Construções, S.A., and of the companies included in the consolidation perimeter (TEIXEIRA DUARTE GROUP); and the interim management report faithfully discloses the information required under the terms of number 2 of the same article.

Lagoas Park, 30 August 2010

The Board of Directors,

Pedro Maria Calainho Teixeira Duarte

Manuel Maria Calainho de Azevedo Teixeira Duarte

Joel Vaz Viana de Lemos

Jorge Ricardo de Figueiredo Catarino

Carlos Gomes Baptista

CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION AS AT 30 JUNE 2010 AND 31 DECEMBER 2009

(Values in thousand euros)

Notes 30-06-2010 31-12-2009
Restated
01-01-2009
Restated
Non-current assets:
Goodwill 57,944 58,084 58,646
Intangible assets 11,218 10,183 9,807
Tangible fixed assets 13 527,014 490,585 492,484
Investment property 14 505,916 492,066 418,296
Investments in associates 15 92,979 977,196 891,625
Financial assets available for sale 17 219,567 284,880 266,753
Other investments 8,847 9,968 9,576
Deferred tax assets 18 113,037 98,862 117,451
Customers 82,928 61,051 14,049
Other receivables 519 410 790
Other non-current assets 13,023 10,967 5,395
Total non-current assets 1,632,992 2,494,252 2,284,872
Current assets:
Stocks 314,382 391,778 365,717
Customers 439,570 331,737 270,734
Other receivables 66,494 43,821 49,267
Cash and equivalent 20 148,993 132,051 105,478
Other investments 7,148 - -
Other current assets 200,220 115,250 101,662
Total current assets 1,176,807 1,014,637 892,858
TOTAL ASSETS 7 2,809,799 3,508,889 3,177,730
Equity:
Share Capital 21 210,000 210,000 210,000
Adjustments - investments in associates 261 (71,246) (112,959)
Currency conversion adjustments 10,782 (41,413) (50,472)
Reserves and retained earnings 226,487 202,794 543,532
Consolidated net income 51,947 116,284 (347,244)
Equity attributable to shareholders 499,477 416,419 242,857
Minority interests 96,604 94,648 95,905
TOTAL EQUITY 596,081 511,067 338,762
Non-current liabilities:
Loans 22 639,782 1,492,360 1,421,049
Provisions 37,280 15,083 8,382
Financial leases 224,830 233,752 247,106
Deferred tax liabilities 18 70,090 66,831 53,070
Other payables 24,655 25,423 25,342
Other non-current liabilities 58,124 24,963 47,127
Total non-current liabilities 1,054,761 1,858,412 1,802,076
Current liabilities:
Loans 22 614,351 632,432 536,331
Provisions 1,750 5,292 3,011
Suppliers 222,724 234,512 222,631
Financial leases 18,098 18,920 13,395
Other payables 61,232 44,574 31,508
Other current liabilities 240,802 203,680 230,016
Total current liabilities 1,158,957 1,139,410 1,036,892
TOTAL LIABILITIES 7 2,213,718 2,997,822 2,838,968
TOTAL LIABILITIES AND EQUITY 2,809,799 3,508,889 3,177,730

The annexed notes are an integral part of the statement on the financial position as at 30th June 2010.

CONSOLIDATED INCOME STATEMENT FOR THE SEMESTERS AND QUARTERS ENDED ON 30 JUNE 2010 AND 2009

(Values in thousand euros)

Notes 1st Semester
2010
1st Semester
2009
Restated
2nd Quarter
2010
2nd Quarter
2009
Restated
Operating income:
Sales and services rendered 7 and 8 667,153 602,650 368,107 319,057
Other operating income 8 26,896 32,160 16,755 14,940
Total operating income 8 694,049 634,810 384,862 333,997
Operating costs:
Cost of sales (221,549) (203,012) (132,213) (107,218)
Variation in production (6,148) (6,191) (5,400) (3,610)
External supplies and services (244,089) (226,860) (132,906) (130,490)
Personnel costs (122,383) (116,450) (64,360) (60,416)
Amortisation and depreciation 7 (27,336) (27,162) (14,531) (13,665)
Provisions and impairment losses 7 (9,552) (2) (7,883) 10
Other operating costs (28,131) (18,309) (14,256) (8,662)
Total operating costs (659,188) (597,986) (371,549) (324,051)
Net operating income 7 34,861 36,824 13,313 9,946
Financial costs and losses 7 and 9 (113,082) (75,474) (65,410) (28,021)
Financial income and gains 7 and 9 111,014 35,406 66,914 7,528
Earnings from investment activities
Net income of associates 7 and 9 77,800 22,413 (573) 16,573
Other 7 and 9 (54,697) 5,976 (55,227)
-
5,306
-
Financial results 21,035 (11,679) (54,296) 1,386
Pre-tax profit 7 55,896 25,145 (40,983) 11,332
Income tax 10 (4,497) (6,224) (229) (4,836)
Net income for the period 51,399 18,921 (41,212) 6,496
Net income attributable to:
Shareholders 11 51,947 18,210 (39,915) 3,370
Minority interests (548) 711 (1,297) 3,126
Earnings per share:
Basic 11 0.12 0.04 (0.10) 0.01
Diluted 11 0.12 0.04 (0.10) 0.01

The notes are an integral part of the consolidated income statement of the semester ended on 30 June 2010.

CONSOLIDATED FULL INCOME STATEMENT FOR THE SEMESTERS AND QUARTERS ENDED ON 30 JUNE 2010 AND 2009

(Values in thousand euros)

1st Semester
2010
1st semester
2009
Restated
2nd Quarter
2010
2nd Quarter
2009
Restated
Net income for the period 51,399 18,921 (41,212) 6,496
Variation in currency conversion adjustments
Variation in fair value and disposal of financial assets
52,195 6,576 43,854 3,721
available for sale (13,846) (23,497) (4,407) 32,106
Effects of the application of the equity method 3,093 28,565 (448) 22,902
Other (7,827) (16,846) (18,192) (19,357)
33,615 (5,202) 20,807 39,372
Full income for the period 85,014 13,719 (20,405) 45,868
Full income attributable to:
Shareholders 83,058 16,437 (23,552) 54,790
Minority interests 1,956 (2,718) 3,147 (8,922)

The notes are an integral part of the consolidated full income statement of the semester ended on 30 June 2010.

CONSOLIDATED STATEMENT OF CHANGE IN EQUITY FOR THE SEMESTERS ENDED ON 30 JUNE 2010 AND 2009

(Values in thousand euros)

Reserves and retained earnings
Adjustments of Currency Fair Consolidated
investments conversion Legal Free value Other Retained Net Minority
Notes Share Capital in associates adjustments reserve reserves reserve reserves earnings income interests Total
Balance as at 1st January 2010 210,000 (71,246) (41,413) 18,100 197,546 13,980 10,132 (36,794) 116,629 94,648 511,582
Effect of the restatement - - - - - - - (170) (345) (515)
Balance as at 1st January 2010 (Restated) 210,000 (71,246) (41,413) 18,100 197,546 13,980 10,132 (36,964) 116,284 94,648 511,067
Full income for the period:
Consolidated net income for the period - - - - - - - - 51,947 (548) 51,399
Variation in currency conversion adjustments - - 52,195 - - - - - - - 52,195
Variation in fair value and disposal of financial assets
available for sale 17 - - - - - (13,846) - - - - (13,846)
Effects of the application of the equity method 15 - 3,093 - - - - - - - - 3,093
Other - 68,414 - - - - - (78,745) - 2,504 (7,827)
Operations with shareholders in the period:
Application of the consolidated net income of 2009:
Transfer to retained earnings - - - - - - - 116,284 (116,284) - -
Balance as at 30 June 2010 210,000 261 10,782 18,100 197,546 134 10,132 575 51,947 96,604 596,081
Balance as at 1st January 2009 210,000 (112,959) (50,472) 18,100 197,546 - 10,587 317,469 (347,244) 95,905 338,932
Effect of the restatement - - - - - - - (170) - - (170)
Balance as at 1st January 2009 (Restated) 210,000 (112,959) (50,472) 18,100 197,546 - 10,587 317,299 (347,244) 95,905 338,762
Full income for the period:
Consolidated net income for the period - - - - - - - - 18,210 711 18,921
Variation in currency conversion adjustments - - 6,576 - - - - - - - 6,576
Variation in fair value and disposal of financial assets
available for sale 17 - - - - - (19,614) - - - (3,883) (23,497)
Effects of the application of the equity method 15 - 28,565 - - - - - - - - 28,565
Other - - - - - - (469) (16,831) - 454 (16,846)
Operations with shareholders in the period:
Application of the consolidated net income of 2008:
Transfer to retained earnings - - - - - - - (347,244) 347,244 - -
Balance as at 1st January 2009 210,000 (84,394) (43,896) 18,100 197,546 (19,614) 10,118 (46,776) 18,210 93,187 352,481

The notes are an integral part of the consolidated statement of change in equity for the semester ended on 30th June 2010.

CONSOLIDATED CASH FLOW STATEMENT FOR THE SEMESTERS AND QUARTERS ENDED ON 30 JUNE 2010 AND 2009

(Values in thousand euros)

Notes 1st Semester 1st Semester 2nd Quarter 2nd Quarter
OPERATING ACTIVITIES: 2010 2009 2010 2009
Receipts from customers 595,660 533,479 319,801 234,637
Payments to suppliers (465,988) (429,532) (263,750) (198,679)
Personnel payments (114,395) (109,857) (62,481) (56,576)
Cash flow generated by operations 15,277 (5,910) (6,430) (20,618)
Payment/receipt of income tax (13,374) (916) (3,482) 12,437
Other receipts/payments relative to operating activity (18,969) 4,930 (1,227) (9,733)
Cash flow from operating activities (1) (17,066) (1,896) (11,139) (17,914)
INVESTMENT ACTIVITIES:
Receipts derived from:
Financial investments 20 985,046 - 11,346 -
Tangible fixed assets 2,412 684 794 (2,231)
Interest and similar income 4,325 3,686 1,849 2,688
Dividends 20 7,629 34,217 7,358 33,266
999,412 38,587 21,347 33,723
Payments relative to:
Financial investments 20 (43,024) (10,191) (32,756) (6,991)
Tangible fixed assets (31,815) (69,799) (16,947) (23,120)
Intangible fixed assets (480) (4,173) - (1,137)
(75,319) (84,163) (49,703) (31,248)
Cash flows from investment activities (2) 924,093 (45,576) (28,356) 2,475
FINANCING ACTIVITIES:
Receipts derived from:
Loans raised 2,704,183 2,669,694 918,878 1,302,254
Payments relative to:
Loans raised (3,574,842) (2,582,751) (857,800) (1,296,909)
Interest and similar costs (30,950) (38,509) (18,032) (13,164)
(3,605,792) (2,621,260) (875,832) (1,310,073)
Cash flow from financing activities (3) (901,609) 48,434 43,046 (7,819)
Variation in cash and equivalent (4)=(1)+(2)+(3) 5,418 962 3,551 (23,258)
Effect of exchange rate differences 11,524 (799) 7,425 (2,229)
Cash and equivalent at the beginning of the period 20 132,051 105,478 138,017 131,128
Cash and equivalent at the end of the period 20 148,993 105,641 148,993 105,641

The notes are an integral part of the cash flow statement of the semester ended on 30 June 2010

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2010

1 - INTRODUCTORY NOTE

Teixeira Duarte - Engenharia e Construções, S.A. ("Teixeira Duarte" or "Company"), with head office in Porto Salvo, was constituted on 04 January 1934 and its core business is Construction.

The business group of Teixeira Duarte ("Group") is composed of the participated companies indicated in Notes 4, 15 and 16. The main activities of the Group are the following: Construction, Cement, Concrete and Aggregates; Concessions and Services; Real Estate; Hotel Services; Food Trade; Fuel Trade and the Sale of Vehicles (Note 7).

The values indicated are expressed in thousand euros.

2 - MAIN ACCOUNTING PRINCIPLES

2.1 - Basis of presentation

The consolidated financial statements as at 30 June 2010 were prepared using the accounting policies consistent with the International Financial Reporting Standards ("IAS / IFRS"), as adopted by the European Union, effective for the financial years started on 01 January 2010 and in conformity with IAS 34 - Interim Financial Reporting.

2.2 – Accounting policies

The financial statements were prepared based on the assumption of business continuity according to the historic cost convention with respect to investment property, the financial assets available for sale, other investments at fair value through profit or loss and derivative financial instruments.

The accounting policies adopted, including the financial risk management policies, are consistent with those followed for the preparation of the financial statements for the financial year ended on 31 December 2009 and referred to in the respective notes, except in relation to the adoption of IFRIC 12 - Service concession arrangements ("IFRIC 12"), which establishes the provisions to be applied to the measurement, recognition and disclosure of activities developed under public service concession contracts. The application of this interpretation has introduced some amendments to the provisions and interpretations of the rules which had been in force, the impact of which on the attached consolidated financial statements occurs essentially from the recognition through the financial model of the concession contract for the construction and management of the new Hospital of Cascais. As a result of the application of this rule, the financial statements presented for comparative effects were restated so as to incorporate the new treatment in the accounting of this contract.

Following this alteration, the Group proceeded with the retrospective restatement of the previously disclosed financial information, through adjustment of the opening balances of the financial position as at 01 January 2009 and 2010 and of the net income for the semester and quarter ended on 30 June 2009, as shown below:

Values
disclosed
Values
restated
Effect
restatement
Effect through profit or loss (semester ended on 30 June 2009):
Sales and services rendered 585,138 602,650 17,512
Cost of sales (201,321) (203,012) (1,691)
External supplies and services (211,592) (226,860) (15,268)
Personnel costs (115,800) (116,450) (650)
Amortisation and depreciation (27,116) (27,162) (46)
Financial costs and losses (74,043) (75,474) (1,431)
Income tax (6,642) (6,224) 418
Net income attributable to:
Shareholders 19,366 18,210 (1,156)
Values
disclosed
Values
restated
Effect
restatement
Effect on assets as at 01 January 2009:
Tangible fixed assets (Note 13) 506,670 492,484 (14,186)
Deferred tax assets (Note 18) 117,389 117,451 62
Customers 270,734 284,783 14,049
Other current assets 101,894 101,662 (232)
Total assets as at 01 January 2009 3,178,037 3,177,730 (307)
Effect on equity as at 01 January 2009:
Reserves and Retained Earnings
543,702 543,532 (170)
Effect of equity as at 01 January 2009 338,932 338,762 (170)
Effect on liabilities as at 01 January 2009:
Other current liabilities
230,153 230,016 (137)
Total liabilities as at 01 January 2009 2,839,105 2,838,968 (137)
Values Values Effect
disclosed restated restatement
Effect on assets as at 1 de January de 2010:
Tangible fixed assets (Note 13) 545,685 490,585 (55,100)
Deferred tax assets (Note 18) 98,626 98,862 236
Customers 340,758 392,788 52,030
Other current assets 116,046 115,250 (796)
Total assets as at 1 de January de 2010 3,512,519 3,508,889 (3,630)
Effect on equity as at 01 January 2010:
Reserves and Retained Earnings 202,964 202,794 (170)
Consolidated net income 116,629 116,284 (345)
Effect of equity as at 01 January 2010 511,582 511,067 (515)
Effect on liabilities as at 01 January 2010:
Deferred tax liabilities (Note 18) 66,782 66,831 49
Other current liabilities 206,844 203,680 (3,164)
Total liabilities as at 01 January 2010 3,000,937 2,997,822 (3,115)

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

During the semester ended on 30 June 2010, with the exception of the aspect noted above relative to the first application of IFRIC 12, there were no alterations to the accounting policies considered in the preparation of the financial information relative to the financial year ended on 31 December 2009 and referred to in the respective notes, and no material errors were registered or alterations made to the accounting estimates relative to previous years.

4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 30 June 2010, the Parent-company, Teixeira Duarte - Engenharia e Construções, S.A. and the following controlled companies were included in the consolidation, by the full method:

Corporate name Head office Effective percentage
holding
INTERNAL MARKET
CONSTRUCTION
BEL-ere - Engenharia e Reabilitação de Estruturas, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
EPOS - Empresa Portuguesa de Obras
Subterrâneas, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
PERFORESC – Perfurações e Escavações, ACE Edifício 1, Lagoas Park
Porto Salvo
100.00%
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
CEMENT, CONCRETE AND AGGREGATES
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 52.00%
MARINERTES, S.A. Porto Salvo
Edifício 1, Lagoas Park
Porto Salvo
51.00%
CONCESSIONS AND SERVICES
BONAPAPEL - Artigos de Papelaria e Equipamentos
Informáticos - Unipessoal, Lda.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
INVICTAAMBIENTE - Recolha de Resíduos e Limpeza
Pública, S.A.
Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502
Porto
100.00%
RECOLTE - Recolha, Tratamento e Eliminação
de Resíduos, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
SATU-Oeiras - Sistema Automático de Transporte Edifício Paço de Arcos, E.N. 249/3 49.00%
Urbano, S.A.
TDGI - Tecnologia de Gestão de Imóveis, S.A.
Paço de Arcos
Edifício 1, Lagoas Park
100.00%
TDHOSP - Gestão de Edifício Hospitalar, S.A. Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
100.00%
REAL ESTATE
BONAPARTE - Imóveis Comerciais e Participações, S.A. Edifício 2, Lagoas Park 100.00%
Fundo de Investimento Imobiliário Fechado TDF Porto Salvo
Edifício 2, Lagoas Park
100.00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
100.00%
IMOTD - SGPS, S.A. Porto Salvo
Edifício 2, Lagoas Park
100.00%
PARCAUTO - Sociedade Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
99.80%
QUINTA DE CRAVEL - Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Corporate name Head office Effective percentage
holding
TDE - Empreendimentos Imobiliários, S.A. Edifício 2, Lagoas Park 100.00%
TD VIA - Sociedade Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
93.75%
TDF - Sociedade Gestora de Fundos de Investimento
Imobiliário, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Teixeira Duarte - Gestão de Participações e
Investimentos Imobiliários, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
TRANSBRITAL - Transportes e Britas Pio Monteiro
& Filhos, S.A.
Pedreira das Perdigueiras - Laveiras
Paço de Arcos
100.00%
V8 - Gestão Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
99.90%
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
EVA - Sociedade Hoteleira, S.A. Av. República, nº 1
Faro
100.00%
LAGOASFUT - Equipamento Recreativo e
Desportivo, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
LAGOAS HOTEL, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
ROCHORIENTAL - Sociedade Hoteleira, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
SINERAMA - Organizações Turísticas e Hoteleiras, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDH - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDHC - Instalações para Desporto e Saúde, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
FUEL TRADE
ACG - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso
Sintra
34.72%
AP GÁS - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso
Sintra
34.72%
DIGAL - Distribuição e Comércio, S.A.
(a)
Rua das Lagoas - Campo Raso
Sintra
34.72%
DNGÁS - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso
Sintra
49.60%
GOMES & OLIVEIRA, S.A. (a) Rua das Lagoas - Campo Raso
Sintra
34.72%
LUBRILAMEIRÃO, Lda. (a) Av. da Liberdade, nº 666
Fafe
48.26%
MERCAPETRO - Produtos Petrolíferos, S.A. (a) Rua Óscar da Silva, 2243
Leça da Palmeira
28.14%
MULTIGÁS - Sociedade Comercial e
Distribuidora de Gás, S.A. (a)
Rua das Lagoas - Campo Raso
Sintra
34.72%
PETRIN - Petróleos e Investimentos, S.A. (a) Edifício 1, Lagoas Park
Porto Salvo
47.50%
PPS - Produtos Petrolíferos, S.A. (a) Edifício 1, Lagoas Park
Porto Salvo
49.60%
PTG - SGPS, S.A. Edifício 1, Lagoas Park
Porto Salvo
99.20%
TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso
Sintra
34.72%
TDARCOL - SGPS, S.A. Edifício 1, Lagoas Park
Porto Salvo
49.60%
Corporate name Head office Effective percentage
holding
SALE OF VEHICLES
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D 100.00%
VTD - Veículos Automóveis, S.A. Funchal
Edifício 1, Lagoas Park
Porto Salvo
100.00%
OTHER
TDCIM - SGPS, S.A. Edifício 2, Lagoas Park 100.00%
TDEMPA - Gestão de Participações e
Investimentos, S.A.
Porto Salvo
Rua das Pretas, 4 - Fracção 4 D
Funchal
76.00%
TDO - SGPS, S.A. Rua das Pretas, 4 - Fracção 4 D
Funchal
100.00%
TEDAL - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TEIXEIRA DUARTE – TRADING, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
EXTERNAL MARKET
ANGOLA
CONSTRUCTION
BEL-ere – Engenharia e Reabilitação de Estruturas
Angola, Lda.
Alameda Manuel Van-Dúnem, 318
Luanda
100.00%
CEMENT, CONCRETE AND AGGREGATES
ANGOCIME - Cimentos de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D 100.00%
BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. Luanda
Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais, Lda. Rua Amílcar Cabral, 27 - R/C C 100.00%
TDGI - Tecnologia de Gestão de Imóveis, Lda. Luanda
Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 51 - 1º C 51.00%
ANGOPREDIAL - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
CASANGOL - Gestão Imobiliária, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
IMOAFRO - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
Teixeira Duarte - Engenharia e Construções
(Angola), Lda.
Luanda
Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
Corporate name Head office Effective percentage
holding
URBÁFRICA - Sociedade Imobiliária, Lda. Rua Amílcar Cabral, 35 - 5º C
Luanda
90.00%
URBANGO - Gestão Imobiliária, Lda. Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
HOTEL SERVICES
ALVALADE - Empreendimentos Turísticos e Rua Comandante Gika – Bairro Maiango 100.00%
Hoteleiros, Lda.
ANGOIMO - Empreendimentos e Construções, Lda.
Luanda
Rua Amílcar Cabral, 35 – 5º C
Luanda
100.00%
Serafim L. Andrade, S.A.R.L. Rua da Missão, 103
Luanda
80.00%
FOOD TRADE
MAXI - Comércio Geral, Importação e Exportação, Lda. Rua Amílcar Cabral, 51 - 1º C Luanda 100.00%
MAXI RETAIL - Comércio Geral, Lda. Avenida Pedro de Castro Van - Dúnem
Luanda
100.00%
SALE OF VEHICLES
AUTO COMPETIÇÃO Angola, Lda. Rua Eugénio de Castro, Instalações do 100.00%
COMÉRCIO DE AUTOMÓVEIS, Lda. Cine Atlântico - Luanda
Rua Frederich Engels, 9
Luanda
100.00%
TDA - Comércio e Indústria, Lda. Rua Amilcar Cabral, nº 27 R/C, Letra C
Luanda
100.00%
TOPCAR - Aluguer de Viaturas, Lda. Rua Amilcar Cabral, nº 27 R/C, Letra C
Luanda
100.00%
VAUCO - Automóveis e Equipamentos, Lda. Rua Ho Chi Min (Largo 1º de Maio)
Luanda
51.00%
VTD - Veículos Automóveis Angola, Lda. Via A-1, Lote CCB-5 - Pólo Automóvel
Luanda
100.00%
ALGERIA
CONSTRUCTION
TEIX.CO, SPA BP 62B Zone D'Active Dar El Beida 50.00%
TEIXEIRA DUARTE ALGERIE, SPA Algiers
Parc Miremont, Rue A, nº 136 Bouzareah
Algiers
99.94%
BRAZIL
CONSTRUCTION
EMPA - Serviços de Engenharia, S.A. Rua Major Lopes, 800
Bairro São Pedro - Belo Horizonte
76.00%
SOMAFEL Brasil – Obras Ferroviárias, Ltda. Rua Major Lopes, 800 – sala 306
Bairro São Pedro – Belo Horizonte
60.00%
CONCESSIONS AND SERVICES
EMPA Logística, Ltda. Rua Major Lopes, 800 - sala 410
Bairro São Pedro - Belo Horizonte
74.73%
Corporate name Head office Effective percentage
holding
GONGOJI Montante Energia, S.A. Rua Major Lopes, 800 - sala 310 75.99%
PAREDÃO de Minas Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 306
75.99%
TABOQUINHA Energia, S.A Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 308
Bairro São Pedro - Belo Horizonte
75.99%
REAL ESTATE
TDPG - Empreendimentos Imobiliários
e Hoteleiros, Ltda.
Avenida Domingos Ferreira nº 4060, sala 301
Boa Viagem - Cidade de Recife
100.00%
TDSP - Participações, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - Elisa de Moraes Empreendimentos
Imobiliários, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
90.00%
TDSP - Bela Vista Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Galeno de Castro, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Maratona, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Direitos Humanos, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - 03, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - 04, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.95%
TDSP - 05, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
95.00%
TDSP - 06, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.95%
TDSP - 07, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.95%
SPAIN
CONCESSIONS AND SERVICES
G.S.C. - Compañia General de Servicios
y Construcción, S.A. SOCIEDAD UNIPERSONAL
Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
GIBRALTAR
CONSTRUCTION
Teixeira Duarte International, LTD. 23, Portland House - Glacis Road
Gibraltar
100.00%
MACAU
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções
(Macau), Lda.
Rua de Xangai, 175
Edifício Assoc. Comercial de Macau, 10 A
Macau
100.00%
Corporate name Head office Effective percentage
holding
MOZAMBIQUE
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções
(Moçambique), Lda.
Av. 24 de Julho, 141
Maputo
72.66%
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. 24 de Julho, 141
Maputo
67.41%
REAL ESTATE
IMOPAR - Centro Comercial de Maputo, S.A.R.L. Av. 24 de Julho, 135
Maputo
100.00%
HOTEL SERVICES
AVENIDA - Empreendimentos Turísticos e
Hoteleiros, Lda.
Sociedade Hotel Tivoli, Lda.
Av. 24 de Julho, 135
Maputo
Av. 25 de Setembro, 1321
100.00%
65.00%
TIVOLI BEIRA - Hotelaria e Serviços, Lda. Maputo
Av. 24 de Julho, 141
Maputo
98.63%
NAMIBIA
CEMENT, CONCRETE AND AGGREGATES
KARIBIB Portland Cement (PTY) (b) P O Box 9574 Windhoek 49.40%
KPC Tranding and Services (b) Namíbia
P O Box 2143 Windhoek
Namíbia
29.64%
RUSSIA
CEMENT, CONCRETE AND AGGREGATES
MMK Cement, Limited Liability Company (b) Murmansk
Russia
36.40%
UKRAINE
CEMENT, CONCRETE AND AGGREGATES
Limited Liability Company Cement Khutorskya Str., 70
Odessa
52.00%
VENEZUELA
CONSTRUCTION
TEGAVEN - Teixeira Duarte y Asociados, C.A. Av. Este, 6 - Edif. Centro Parque
Carabobo, Piso 6, Of. 601 - Caracas
Venezuela
31.71%

(a) The Group controls these subsidiaries through the subsidiary TDARCOL - SGPS, S.A.

(b) The Group controls the subsidiary through the subsidiary C+P.A., S.A.

5 - CHANGES IN THE CONSOLIDATION PERIMETER

During the semester ended on 30 June 2010, no companies entered or left the consolidation perimeter.

6 - EXCHANGE RATES

The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into euros as at 30 June 2010 and 31 December 2009, as well as the results of the operations developed in countries where the functional currency is different from the euro, for the semesters ended on 30 June 2010 and 2009:

Closing rate Average rate
Currency 30/06/2010 31/12/2009 Var. 30/06/2010 31/12/2009 Var.
Venezuelan Bolivar 5.2700 3.0934 2.1766 5.2831 2.8940 2.3891
Algerian Dinar 91.5064 103.5086 -12.0022 97.5290 98.1205 -0.5915
Tunisian Dinar 1.8614 1.9009 -0.0395 1.8843 1.8592 0.0251
Moroccan Dirham 10.9973 11.3480 -0.3507 11.1641 11.1987 -0.0346
São Tomé Dobra n/a n/a - n/a 21,923.47 -
American Dollar 1.2271 1.4406 -0.2135 1.3331 1.3456 -0.0125
Namibian Dollar 9.3808 10.6660 -1.2852 10.0332 12.1305 -2.0973
Cape Verdean Escudo 110.2650 n/a - 110.2650 n/a -
Ukrainian Hryvnia 9.7604 11.5968 -1.8364 10.6649 10.7160 -0.0511
Angolan Kwanza 113.6845 128.5360 -14.8515 121.6933 103.0440 18.6493
Mozambican Metical 43.2300 44.1500 -0.9200 44.1157 35.6086 8.5071
Macau Pataca 9.8415 11.5060 -1.6645 10.6677 10.7435 -0.0758
Brazilian Real 2.2082 2.5113 -0.3031 2.3895 2.9654 -0.5759
Russian Rouble 38.2820 43.1540 -4.8720 40.1535 44.1087 -3.9552

7 – SEGMENTAL INFORMATION

The main activities developed by the Group are classified into the following operating segments:

  • Construction
  • Cement, concrete and aggregates
  • Concessions and services
  • Real estate
  • Hotel services
  • Food trade
  • Fuel trade
  • Sale of vehicles

The sales and services rendered and the results of each of the abovementioned operating segments for the semesters ended on 30 June 2010 and 2009, were as follows:

Sales and services rendered Net operating income
1st Semester 2010 1st semester 2009 Restated
Segment External
customers
Inter - segmental Total External
customers
Inter -
segmental
Total 1st Semester
2010
1st semester
2009 Restated
Construction 356,483 39,476 395,959 334,583 50,723 385,306 (4,112) 2,007
Cement, concrete and aggregates 5,961 9,222 15,183 8,686 4,504 13,190 (4,211) (4,890)
Concessions and services 24,629 6,541 31,170 20,459 5,003 25,462 3,634 1,648
Real estate 63,061 7,368 70,429 28,717 7,559 36,276 27,828 18,403
Hotel services 41,686 4,825 46,511 43,044 2,166 45,210 12,470 15,786
Food trade 51,084 3,150 54,234 49,909 3,969 53,878 2,782 2,031
Fuel trade 65,776 1,113 66,889 49,936 894 50,830 4,040 4,151
Sale of vehicles 58,473 4,653 63,126 67,316 10,755 78,071 3,644 8,806
Not allocated to segments - - - - - - (11,262) (11,161)
Eliminations - (76,348) (76,348) - (85,573) (85,573) 48 43
667,153 - 667,153 602,650 - 602,650 34,861 36,824
Financial costs and losses (113,082) (75,474)
Financial income and gains 111,014 35,406
Earnings from investment activities 23,103 28,389
Pre-tax profit 55,896 25,145

Inter-segment transactions are carried out at market prices.

Other information:

Fixed capital expenditures Depreciation and amortisation
through profit or loss
Provisions and impairment
losses
Segment 1st Semester
2010
1st semester
2009 Restated
1st Semester
2010
1st semester
2009 Restated
1st Semester
2010
1st semester
2009 Restated
Construction 7,933 16,928 14,810 14,921 9,387 (2)
Cement, concrete and aggregates 3,708 10,338 1,926 2,248 161 -
Concessions and services 2,927 5,828 2,459 2,355 4 4
Real estate 3,841 9,491 1,625 1,592 - -
Hotel services 2,699 1,679 3,315 3,567 - -
Food trade - 10,052 1,160 539 - -
Fuel trade 891 915 1,150 1,297 - -
Sale of vehicles 1,075 2,228 889 641 - -
Not allocated to segments - - 2 2 - -
23,074 57,459 27,336 27,162 9,552 2

The asset and liability items by segment, as at 30 June 2010 and 31 December 2009, and their respective reconciliation with the consolidated total are as follows:

Assets Liabilities
30/06/2010 31-12-2009 Restated
Segment Investments in
associates
Financial assets
available for sale
Other assets Total Investments
in associates
Financial
assets
available for
sale
Other assets Total 30/06/2010 31-12-2009
Restated
Construction 28,638 - 1,382,159 1,410,797 25,008 - 1,486,704 1,511,712 1,000,516 1,102,859
Cement, concrete and aggregates 45,255 - 110,730 155,985 46,952 - 99,631 146,583 65,695 44,522
Concessions and services - 18,377 238,248 256,625 - 27,164 210,517 237,681 226,210 200,345
Real estate 1,552 189,100 1,502,842 1,693,494 1,490 257,716 2,186,729 2,445,935 1,286,114 2,120,750
Hotel services 8 - 294,310 294,318 292 - 232,578 232,870 203,520 164,680
Food trade - - 150,399 150,399 - - 120,377 120,377 91,075 100,974
Fuel trade 1,578 - 73,522 75,100 1,190 - 67,950 69,140 50,538 47,076
Sale of vehicles - - 200,131 200,131 - - 193,878 193,878 135,311 138,911
Not allocated to segments 15,948 12,090 461,081 489,119 902,264 - 317,551 1,219,815 13,996 20,515
Eliminations - - (1,916,169) (1,916,169) - - (2,669,102) (2,669,102) (859,257) (942,810)
92,979 219,567 2,497,253 2,809,799 977,196 284,880 2,246,813 3,508,889 2,213,718 2,997,822

The sales and services rendered and information on non-monetary non-current assets, by geographical segment, were composed as follows for the semesters ended on 30 June 2010 and 2009 and on 30 June 2010 and 31 December 2009, respectively:

Sales and services rendered Non-monetary non-current
assets
Geographical segment 1st Semester
2010
1st semester
2009
Restated
30/06/2010 31-12-2009
Restated
Portugal 274,472 235,792 658,590 668,162
Angola 225,430 239,946 333,529 285,115
Algeria 29,890 53,147 16,635 16,676
Brazil 88,674 25,214 21,886 19,868
Spain 12,008 12,582 16,287 16,497
Morocco 1,735 4,337 2,118 2,802
Mozambique 26,956 21,824 16,989 14,081
Ukraine 4,511 5,579 30,754 25,066
Venezuela 2,124 2,340 101 171
Other 1,353 1,889 5,203 2,480
667,153 602,650 1,102,092 1,050,918

8 - OPERATING INCOME

For the semesters and quarters ended on 30 June 2010 and 2009, operating income was as follows:

1st semester 2nd Quarter
1st Semester 2009 2nd Quarter 2009
2010 Restated 2010 Restated
Sales and services rendered:
Sales 460,522 486,244 242,884 257,694
Services rendered 206,631 116,406 125,223 61,363
667,153 602,650 368,107 319,057
Other operating income:
Gains in stocks 4,128 2,317 1,763 612
Supplementary income 3,043 1,522 1,135 435
Own work capitalised (a) 2,754 7,775 1,724 5,096
Disposal of assets (b) 1,276 753 687 291
Variation in the fair value of investment properties 5,722 6,771 5,152 1,427
Correction of previous years' estimates 497 240 271 25
Reversal of adjustments to accounts receivable 1,987 19 1,905 5
Benefits from contractual penalties 37 40 33 35
Reversal of adjustments to stocks 63 2,989 63 1,377
Other operating income 7,389 9,734 4,022 5,637
26,896 32,160 16,755 14,940
694,049 634,810 384,862 333,997

(a) Own work capitalised essentially corresponds to costs associated to the construction of property.

(b) The gains indicated were mainly obtained through the sale of tangible fixed assets of the value of 1,268 thousand euros (753 thousand euros as at 30 June 2009).

9 - FINANCIAL RESULTS

The financial results for the semesters and quarters ended on 30 June 2010 and 2009 were as follows:

1st Semester
2010
1st semester
2009 Restated
2nd Quarter
2010
2nd Quarter
2009 Restated
Financial costs and losses:
Interest paid 31,855 44,154 16,700 17,583
Unfavourable currency conversion differences 73,053 21,832 47,299 3,767
Other financial costs and losses 8,174 9,488 1,411 6,671
113,082 75,474 65,410 28,021
Financial income and gains:
Interest received 7,508 7,978 5,166 5,398
Favourable currency conversion differences 101,085 23,641 60,062 (1,163)
Cash discounts obtained 410 619 181 383
Other financial income and gains 2,011 3,168 1,505 2,910
111,014 35,406 66,914 7,528
Earnings from investment activities:
Earnings from associate companies (a) 77,800 22,413 (573) 16,573
Dividends (b) 7,199 5,976 6,928 5,306
Other investments (628) - (887) -
Gains / losses in assets available for sale (Note 17) (61,268) - (61,268) -
23,103 28,389 (55,800) 21,879
Financial results 21,035 (11,679) (54,296) 1,386

(a) The earnings from associated companies relative to the semester ended on 30 June 2010 include the effect of the application of the equity method to the investments in associates of 6,616 thousand euros (22,413 thousand euros as at 30 June 2009) (Note 15).

Furthermore, during the semester ended on 30 June 2010, the Group sold its entire stake in CIMPOR – Cimentos de Portugal, S.G.P.S., S.A., registering capital gains of 71,183 thousand euros.

(b) As at 30 June 2010, the values presented correspond to dividends received from "Financial assets available for sale" of 6,114 thousand euros and the rest refer to "Other Investments", while as at 30 June 2009, the values presented correspond essentially to dividends received from "Financial assets available for sale" of 5,536 thousand euros and rest to "Other Investments".

During the semesters ended on 30 June 2010 and 2009, interest was capitalised on the acquisition cost of qualifying assets of the total value of 2,002 thousand euros and 755 thousand euros, respectively.

During the semesters ended on 30 June 2010 and 2009, for the effects of the capitalisation of financial costs at the acquisition cost of the qualifying assets, an average rate of 3.86% and 3.6% was used, respectively.

10 - INCOME TAX

Teixeira Duarte - Engenharia e Construções, S.A. and most of its participated companies in Portugal are subject to Corporate Income Tax (Imposto sobre o Rendimento das Pessoas Colectivas - "IRC") at the rate of 12.5% of taxable profit up to 12,500 euros, with the rate of 25% being applicable for the rest of the taxable profit. In addition to Corporate Income Tax, the Municipal Tax (Derrama) is also applied, incident on taxable profit and whose rate may vary to the maximum of 1.5%, as well as autonomous taxation on costs and at the rates established in article 88 of the Corporate Income Tax Code. In the calculation of the taxable amount, to which the abovementioned tax rates are applied, the non-acceptable amounts for tax purposes are added and subtracted from the book value results. These differences between the book value results and the results for tax purposes may be of temporary or permanent nature.

The Company and the participated companies at least 90% held, located in Portugal, are subject to the special taxation regime of groups of companies (since the financial year of 2003). This regime consists in the aggregation of the taxable profits of all the companies included in the tax perimeter, as established in article 63 of the Corporate Income Tax Code, deducted by the dividends distributed, with the Corporate Income Tax rate being then applied to the overall result, increased by the individually calculated municipal tax.

In accordance with the legislation in force, tax statements are subject to review and correction by the tax authorities for a period of four years (ten years for Social Security, up to 2000, inclusive, and five years as of 2001), except when tax losses have been reported, or inspections, complaints or impugnations are in progress, in which case, depending on the circumstances, the periods of time are prolonged or suspended. Hence, the Group's tax statements for the years of 2006 to 2009 may still be subject to review. The Board of Directors believes that any corrections which might arise from any tax reviews/inspections to these tax statements should not significantly affect the financial statements as at 30 June 2010.

The Group records deferred taxes corresponding to the temporary differences between the book value of the assets and liabilities and the corresponding tax base, as laid down in IAS 12 - Income Tax (Note 18).

The tax charge registered for the semesters and quarters ended on 30 June 2010 and 2009 may be presented as follows:

1st Semester
2010
1st semester
2009
Restated
2nd Quarter
2010
2nd Quarter
2009 Restated
Current tax:
Income tax in Portugal 8,487 8,669 1,602 5,786
Income tax in other jurisdictions 4,191 3,653 2,268 1,782
12,678 12,322 3,870 7,568
Deferred tax (Note 18): (8,181) (6,098) (3,641) (2,732)
4,497 6,224 229 4,836

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to 4,712 thousand euros were also recorded as at 30 June 2010 (3,366 thousand euros as at 30 June 2009) directly as positive change in equity (Note 18)

11 - EARNINGS PER SHARE

The earnings per share for the semesters and quarters ended on 30 June 2010 and 2009 were calculated taking into consideration the following amounts:

1st Semester
2010
1st semester
2009
Restated
2nd Quarter
2010
2nd Quarter
2009
Restated
Basic earnings per share:
Earnings for the effect of calculating net earnings per basic share (net income of the period) 51,947 18,210 (39,915) 3,370
Weighted average number of shares for the effect of calculating net earnings per basic share (thousand) 420,000 420,000 420,000 420,000
Net earnings per basic share 0.12 0.04 (0.10) 0.01

Due to the fact that for the semesters and quarters ended on 30 June 2010 and 2009 there were no dilution effects of the earnings per share, the diluted earnings per share are the same as the basic earnings per share.

12 - DIVIDENDS

The General Meeting of Shareholders, held on the 27 May 2010, deliberated not to distribute any dividends.

13 - TANGIBLE FIXED ASSETS

During the semesters ended on 30 June 2010 and 2009, the movements which occurred in the tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:

Land and
natural
Buildings
and other
Basic Transport Tools & Administrative Other
tangible
Tangible
fixed assets
Advances
on account of
Gross assets: resources constructions equipment equipment utensils equipment fixed assets in progress tangible fixed assets Total
Balance as at 01 January 2009 49,905 232,570 297,419 50,645 32,075 30,029 14,095 139,755 - 846,493
Restatement effect (Note 2.2) - - - - - - - (14,186) - (14,186)
Balance as at 01 January 2009 (Restated) 49,905 232,570 297,419 50,645 32,075 30,029 14,095 125,569 - 832,307
Currency conversion effect 236 (1,973) 2,178 (673) (215) (278) (96) (1,252) - (2,073)
Additions 708 269 7,438 5,722 379 489 5,348 21,136 - 41,489
Transfers and write-offs (83) 384 1,234 2 (46) (842) 3,813 (25,952) - (21,490)
Disposals - (29) (308) (271) (6) (3) (120) - - (737)
Balance as at 30 June 2009 50,766 231,221 307,961 55,425 32,187 29,395 23,040 119,501 - 849,496
Balance as at 01 January 2010 52,627 276,358 335,826 61,502 35,447 33,946 20,858 124,757 320 941,641
Restatement effect (Note 2.2) - - - - - - - (55,100) - (55,100)
Balance as at 01 January 2010 (Restated) 52,627 276,358 335,826 61,502 35,447 33,946 20,858 69,657 320 886,541
Currency conversion effect 446 29,348 19,129 7,239 946 3,537 3,537 9,205 60 73,447
Additions - 332 8,972 699 379 659 4,629 6,514 - 22,184
Transfers and write-offs (11,560) 13,165 (616) 527 (730) 4,970 (7,989) (4,106) (380) (6,719)
Disposals (45) (205) (4,054) (485) (24) (56) (2) (5) - (4,876)
Balance as at 30 June 2010 41,468 318,998 359,257 69,482 36,018 43,056 21,033 81,265 - 970,577
Accumulated depreciation
& impairment losses:
Balance as at 01 January 2009 187 64,795 198,929 25,810 25,857 22,481 1,764 - - 339,823
Currency conversion effect - (612) 1,483 (302) (49) (199) - - - 321
Top-ups - 5,966 13,593 4,929 698 1,340 420 - - 26,946
Transfers and write-offs - (138) (2,479) (908) 20 (397) 2,342 - - (1,560)
Disposals - (20) (205) (253) (4) (2) (120) - - (604)
Balance as at 30 June 2009 187 69,991 211,321 29,276 26,522 23,223 4,406 - - 364,926
Balance as at 01 January 2010 164 73,103 231,311 34,370 28,175 25,288 3,545 - - 395,956
Currency conversion effect - 6,941 9,694 4,366 304 2,358 167 - - 23,830
Top-ups - 5,781 14,172 4,890 793 1,112 264 - - 27,012
Transfers and write-offs - (439) 1,838 (1,971) (268) 4,161 (3,005) - - 316
Disposals - (152) (2,868) (457) (24) (49) (1) - - (3,551)
Balance as at 30 June 2010 164 85,234 254,147 41,198 28,980 32,870 970 - - 443,563
Net value:
As at 30 June 2009 50,579 161,230 96,640 26,149 5,665 6,172 18,634 119,501 - 484,570
As at 30 June 2010 41,304 233,764 105,110 28,284 7,038 10,186 20,063 81,265 - 527,014

The additions to the tangible fixed assets made during the semester ended on 30 June 2010 essentially refer to investments made in premises and equipment.

As at 30 June 2010 the tangible assets under construction include 70,975 thousand euros relative to buildings and other constructions in progress, in particular the following:

- Construction of Colégio São Francisco de Assis in Luanda;

  • Development of the Tancagem project in Aveiro;
  • Expansion of the network of "Cash & Carry" shops in Angola;
  • Construction of a new four star Hotel in Luanda Sul Angola;
  • Construction of a building integrated in Empreendimento Lagoas Park;

  • New cement mill, new silos, a coal mill to replace the fuel of the burners and a new building where a laboratory has been installed with the very latest technology available for the cement industry. Furthermore, we are at an advanced stage in the licensing of a new clinker line in the Ukraine;

14 - INVESTMENT PROPERTIES

During the semesters ended on 30 June 2010 and 2009, the movement which occurred in investment properties was as follows:

2010 2009
Balance as at 01 January 492,066 418,296
Currency conversion effect 12,042 (674)
Increases / disposals (457) 15,998
Variation in fair value 5,721 6,583
Transfer of tangible assets (3,456) 13,242
Balance as at 30 June 505,916 453,445

The income gained from investment properties arising from operating leasing contracts reached 14,131 thousand euros as at 30 June 2010 (14,423 thousand euros as at 30 June 2009). In the semester ended on 30 June 2010, the direct operating costs related to investment properties reached 2,853 thousand euros (4,123 thousand euros as at 30 June 2009).

The fair value of each operational investment property is periodically determined through an assessment, in some cases made by specialised and independent entities and in accordance with the evaluation methodologies generally accepted for the real estate market, namely income methods, comparatively with market prices or replacement costs, depending on the specific situations of each property.

In the remaining cases, the determination of the market value is carried out internally, based on criteria similar to those considered by external evaluators, taking into account the expected discounted cash flows.

The main assumptions and methods inherent to the evaluations supporting the market value of the investment properties are as follows:

  • Yield between 7% and 10%;
  • Average of the comparative method and income multiples;
  • Average of the comparative method and cost.

IAS 40 - Investment property, does not require that the fair value of the investment property is determined based on a valuation made by an independent evaluator. However, approximately 85% of the fair value of the Group's investment properties is determined through independent evaluators with relevant and recognised professional qualification (registered at the CMVM) and with recent experience in the location and category of the investment properties valued. These evaluators used methodologies currently applied in this market, based on the use of the income method, replacement cost method or market price comparisons, according to the specific situation of each property. In the case under consideration where the assets are leased, the income method was used, but also taking into consideration the rest of the methods used to evaluate the reasonableness of the results achieved through this method. According to this method, the income of the current leasing contracts under current conditions was used and, once the period of these contracts has ended, a yield adapted to each property was applied. For the rest of the evaluations carried out internally, yields adapted in accordance with the indications given by independent professionals were used.

15 - INVESTMENTS IN ASSOCIATE COMPANIES

The following associated companies were recorded through the equity method as at 30 de June de 2010:

Corporate name Head office Effective percentage
holding
ALVORADA PETRÓLEO, S.A. Rua Major Lopes, 800, 3º andar
Belo Horizonte - Minas Gerais - Brazil
35.87%
ALSOMA, GEIE. 3 Av André Malraux 27.00%
ARENOR, S.L. Levallois Peret
Calle Monte Carmelo, nº 1, 5ºC
Seville
25.26%
AVIA PORTUGAL - Produtos Petrolíferos, S.A. Edifício 1, Lagoas Park
Porto Salvo
21.14%
CIMPOR MACAU Investment Company, S.A. (a) Av. da Praia Grande, nº 693, Edifício Tai Wah, 15º andar
Macau
13.00%
CONSTRULINK - Tecnologias de Informação, S.A. Av. Engenheiro Arantes e Oliveira, nº 6 - 8º H
Lisbon
20.00%
Concessionária de Rodovias TEBE, S.A. Praça Barão do Rio Branco, nº 48, S/L
Bebedouro - São Paulo
25.33%
IMOC - Empreendimentos Imobiliários, S.A.R.L. Av. 24 de Julho, 135
Maputo
46.40%
INFRAENGE Construções, Ltda . Praça Barão do Rio Branco, nº 48, 1º andar, Sala 13ª A, Bairro Centro
Bebedouro - São Paulo
25.33%
ISA - Intelligent Sensing Anywhere, S.A. (b) Rua D. Manuel I, 92
Coimbra
15.25%
SCP AK10 - Empreendimentos e
Participações SPE Ltda.
Avenida Alameda Santos, nº 960 - 19º,
Edifício CYK, Cerqueira César, São Paulo
25.00%
STELGEST - Gestão Hoteleira, S.A. Edifício 2, Lagoas Park
Porto Salvo
45.00%
TRAVERSOFER - Industrie et Service
Ferroviaire, S.A.R.L.
27, Cheminndu Réservoir, hydra, Alger,
Algeria
30.00%

(a) Through its subsidiary C +P.A. - Cimento e Produtos Associados, S.A.

(b) Through its subsidiary DIGAL – Distribuição e Comércio, S.A.

The holdings in associated companies registered the following movements in the semesters ended on 30 June 2010 and 2009:

Holdings Goodwill Total
Balance as at 01 January 2009 386,873 504,752 891,625
Effects of the application of the equity method:
- Effect on net income for the year (Note 9) 22,413 - 22,413
- Effect on equity 28,565 - 28,565
- Dividends received (Note 20) (28,241) - (28,241)
Increases 10,191 - 10,191
Currency conversion effect 1,344 1,094 2,438
Other 807 - 807
Balance as at 30 June 2009 421,952 505,846 927,798
Balance as at 01 January 2010 470,746 506,450 977,196
Effects of the application of the equity method:
- Effect on net income for the year (Note 9) 6,616 - 6,616
- Effect on equity 3,093 - 3,093
- Dividends received (Note 20) (430) - (430)
Increases 219 - 219
Disposals (415,041) (482,108) (897,149)
Currency conversion effect 2,524 1,073 3,597
Other (163) - (163)
Balance as at 30 June 2010 67,564 25,415 92,979

As indicated in note 9, during the semester ended on 30 June 2010, the Group sold its entire stake in CIMPOR – Cimentos de Portugal, SGPS, S.A. for the value of 968,332 thousand euros (Note 20), having recorded capital gains of 71,183 thousand euros (Note 9).

The investments in associate companies as at 30 June 2010 and 31 December 2009 are analysed as follows:

30-Jun-10 31-Dec-09
Balance
sheet
Balance
sheet
Associates Holdings Goodwill value Holdings Goodwill value
Arenor, S.L. 29,316 16,033 45,349 30,187 16,033 46,220
Alvorada Petróleos, S.A. 14,150 8,815 22,965 12,237 7,751 19,988
Cimpor Macau Investment Company, S.A. 9,506 - 9,506 10,332 - 10,332
IMOC - Empreendimentos Imobiliários, S.A.R.L. 6,313 - 6,313 4,719 - 4,719
Concessionária de Rodovias TEBE, S.A. 5,129 - 5,129 4,399 - 4,399
SCP AK-10 Empreendimentos e Participações SPE LTDA. 1,478 74 1,552 1,425 65 1,490
ISA - Intelligent Sensing Anywhere, S.A. 1,062 493 1,555 675 493 1,168
Infraenge Construções, Ltda. 270 - 270 312 - 312
Cimpor - Cimentos de Portugal, S.G.P.S., S.A. - - - 405,804 482,108 887,912
Other 340 - 340 657 - 657
67,564 25,415 92,979 470,746 506,450 977,196

The Goodwill in associate companies as at 30 June 2010 and 31 December 2009 is broken down as follows:

30-Jun-10
Participated company Book value of
the goodwill
Discount rate Growth rate in
perpetuity
Book value of
the goodwill
Discount rate Growth rate in
perpetuity
Arenor, S.L. 16,033 5.0% 1.5% 16,033 5.0% 1.5%
Alvorada Petróleos, S.A. 8,815 9.7% 1.5% 7,751 9.7% 1.5%
ISA - Intelligent Sensing Anywhere, S.A. 493 4.8% 1.5% 493 4.8% 1.5%
SCP AK-10 Empreendimentos e Participações SPE LTDA. 74 10.0% 1.5% 65 10.0% 1.5%
Cimpor - Cimentos de Portugal, S.G.P.S., S.A. - - - 482,108 7.4% 1.5%
25,415 506,450

The abovementioned holdings are recorded through the equity method which, in the semesters ended on 30 June 2010 and 2009, had the following impacts:

30 June 2010

Associates Gains and
losses in
associate
companies
(Note 9)
Adjustments
of holdings
Dividends Total
Cimpor - Cimentos de Portugal, S.G.P.S., S.A. 9,237 - - 9,237
Arenor, S.L. (956) 85 - (871)
Alvorada Petróleos, S.A. (490) 545 - 55
Cimpor Macau Investment Company, S.A. (2,043) 1,218 - (825)
Concessionária de Rodovias TEBE, S.A. 334 (235) - 99
Infraenge Construções, Ltda. (75) (3) - (78)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 712 882 - 1,594
SCP AK-10 Empreendimentos e Participações SPE LTDA. 265 - (430) (165)
ISA - Intelligent Sensing Anywhere, S.A. (247) 634 - 387
Other (121) (33) - (154)
Metrotunel -
Link -
Avia Portugal - Produtos Petroliferos, S.A. 1 - - 1
Lima Petroleos, Lda. -
Stelgest (124) (124)
TRAVESOFER -
Alsoma (2) (33) (35)
Construlink -
Other 4 4
6,616 3,093 (430) 9,279

30 June 2009

Associates Gains and
losses in
associate
companies
(Note 9)
Adjustments
of holdings
Dividends Total
Cimpor - Cimentos de Portugal, S.G.P.S., S.A. 23,743 29,023 (27,560) 25,206
Arenor, S.L. 318 (549) - (231)
Alvorada Petróleos, S.A. (1,910) 496 - (1,414)
Cimpor Macau Investment Company, S.A. (9) (94) - (103)
Concessionária de Rodovias TEBE, S.A. 406 (242) - 164
Infraenge Construções, Ltda. (51) - (400) (451)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 263 (3) - 260
SCP AK-10 Empreendimentos e Participações SPE LTDA. 204 - - 204
ISA - Intelligent Sensing Anywhere, S.A. (112) (63) - (175)
Other (439) (3) (281) (723)
22,413 28,565 (28,241) 22,737

The main consolidated financial information with respect to the associate companies as at 30 June 2010 and 31 December 2009 is as follows:

Share of the Group in net
Total assets Total liabilities Total net assets assets
30/06/2010 31/12/2009 30/06/2010 31/12/2009 30/06/2010 31/12/2009 30/06/2010 31/12/2009
Alvorada Petróleos, S.A. 35,069 26,867 5,413 6,576 29,656 20,291 14,150 12,237
ARENOR, S.L. 63,443 70,732 22,851 28,346 40,592 42,386 29,316 30,187
CIMPOR - Cimentos de Portugal, SGPS, S.A. - 4,927,362 3,096,859 - 1,830,503 - 405,804
Cimpor Macau Investment Company, S.A. 201,151 140,057 197,266 132,873 3,885 7,184 9,507 10,332
Concessionária de Rodovias TEBE, S.A. 39,661 30,608 24,272 17,409 15,389 13,199 5,129 4,399
IMOC - Empreendimentos Imobiliários, S.A.R.L. 14,058 10,553 452 382 13,606 10,171 6,313 4,719
INFRAENGE Construções, Ltda. 1,807 1,612 997 675 810 936 270 312
ISA - Intelligent Sensing Anywhere, S.A. 5,821 5,502 3,552 4,113 2,269 1,389 1,062 675
SCP AK-10 Empreendimentos e Participações SPE LTDA. 11,109 7,612 5,198 1,911 5,911 5,701 1,478 1,425
Other 2,459 4,119 2,273 3,602 186 517 339 656
374,578 5,225,024 262,274 3,292,746 112,304 1,932,277 67,564 470,746
Sales and services rendered Net income for the period Share of the Group in net
income for the period
1st Semester
2010
1st Semester
2009
1st Semester
2010
1st Semester
2009
1st Semester
2010
1st Semester
2009
Alvorada Petróleos, S.A. 608 - (1,038) (4,123) (490) (1,910)
ARENOR, S.L. 57 303 (1,969) 655 (956) 318
CIMPOR - Cimentos de Portugal, SGPS, S.A. - 1,023,000 - 107,100 9,237 23,743
Cimpor Macau Investment Company, S.A. - - (8,172) (37) (2,043) (9)
Concessionária de Rodovias TEBE, S.A. 9,859 5,934 1,002 1,218 334 406
IMOC - Empreendimentos Imobiliários, S.A.R.L. - - 1,534 566 712 263
INFRAENGE Construções, Ltda. 3,587 432 (225) (153) (75) (51)
ISA - Intelligent Sensing Anywhere, S.A. 939 1,241 (563) (256) (247) (112)
SCP AK-10 Empreendimentos e Participações SPE LTDA. 3,188 1,332 1,062 816 265 204
Other 519 677 (277) 224 (121) (439)
18,757 1,032,919 (8,647) 106,010 6,616 22,413

16 - JOINT VENTURES

As at 30 June 2010, the following participated companies were consolidated through the proportional method, since their management and control is exercised jointly with the other partners/shareholders:

Corporate name Head office Effective percentage
holding
ACESTRADA - Construção de Estradas, ACE Praça de Alvalade, 6 - 7º 20.00%
CAIS DE CRUZEIROS 2ª FASE, ACE Lisbon
Rua da Tapada da Quinta de Cima
15.00%
CONBATE, ACE Linhó – Sintra
Edifício 2, Lagoas Park
Porto Salvo
20.00%
DOURO LITORAL, ACE Edifício 8, Lagoas Park
Porto Salvo
40.00%
D.L.O.E.A.C.E. – Douro Litoral Obras Especiais, ACE Edifício 2, Lagoas Park
Porto Salvo
40.00%
ENGIL/MOTA/TEIXEIRA DUARTE – Requalificações
Urbanas, ACE
Av. Fabril do Norte, 1601
Matosinhos
33.33%
FERROVIAL/TEIXEIRA DUARTE - Obras Hidráulicas
do Alqueva, ACE
Edifício Central Park
Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha
50.00%
GMP – Grupo Marítimo Português, ACE Edifício 1, Lagoas Park
Porto Salvo
20.04%
GMP – Grupo Marítimo Português MEK, ACE Edifício 1, Lagoas Park
Porto Salvo
20.04%
GPCC - Grupo Português de Construção de
Infraestruturas de Gás Natural, ACE
Rua Senhora do Porto, 930
Porto
25.00%
GPCIE - Grupo Português de Construção de
Infraestruturas da Expo, ACE
Edifício Sagres
Rua Professor Henrique de Barros, nº 4, 2 A - Prior Velho
25.00%
METROLIGEIRO - Construção de Infraestruturas, ACE Estrada da Luz, 90 - 6º E
Lisbon
26.80%
METROPAÇO - Trabalhos de Construção da Estação do Av. das Forças Armadas, 125 - 2º D 33.33%
Metropolitano do Terreiro do Paço, ACE
NOVA ESTAÇÃO, ACE
Lisbon
Av. Frei Miguel Contreiras, nº 54, 7º
25.00%
SOMAFEL E OFM - Obras do Metro, ACE Lisbon
Edifício 1, Lagoas Park
60.00%
SOMAFEL/FERROVIAS, ACE Porto Salvo
Av. Columbano Bordalo Pinheiro, 93 - 7º
36.00%
TEISOMAR - Obras Marítimas, ACE Lisbon
Edifício 1, Lagoas Park
50.00%
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE Porto Salvo
Edifício 2, Lagoas Park
57.30%
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do
Parque das Nações em Lisboa - 3ª Fase – Empreitada
de Acabamentos e Instalações Especiais dos Edifícios
para o Hotel e Escritórios, ACE
Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
60.00%
TRÊS PONTO DOIS - Trabalhos Gerais de Construção
Civil, Via e Catenária de Modernização da Linha
do Norte, ACE
Av. das Forças Armadas, 125 - 2º C
Lisbon
50.00%

As a result of the consolidation of these participated companies, through the proportional consolidation method, as at 30 June 2010 and 31 December 2009, the following amounts were included in the consolidated financial statements of the Group:

Current assets Non-current assets Current liabilities Non-current liabilities
30/06/2010 31/12/2009 30/06/2010 31/12/2009 30/06/2010 31/12/2009 30/06/2010 31/12/2009
ACESTRADA - Construção de Estradas, ACE 19 113 - - 2 2 - -
CAIS DOS CRUZEIROS - 2ª Fase, ACE 1,237 1,679 - - 869 1,064 22 -
CONBATE, ACE 2,121 1,736 4 5 1,737 889 337 813
DOURO LITORAL, ACE 42,949 30,571 23 27 38,264 27,953 - 1,934
DOURO LITORAL OBRAS ESPECIAIS, ACE 3,181 3,576 109 130 3,253 3,493 - -
ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE 21 22 - - 21 22 - -
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 123 191 - 5 99 420 151 -
GMP - Grupo Maritimo Português, ACE 2,222 1,933 43 70 2,291 1,957 - -
GMP – Grupo Marítimo Português MEK, ACE 803 65 25 8 809 68 - -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE 71 71 - - 73 71 - -
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE 27 30 - - 27 30 - -
METROLIGEIRO - Construção de Infraestruturas, ACE 1,031 4,059 - 4 1,031 4,063 - -
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE 186 186 - - 186 186 - -
NOVA ESTAÇÃO, ACE 2,701 1,966 24 8 2,038 1,305 - -
SOMAFEL E OFM - Obras do Metro, ACE 46 46 - - 46 46 - -
Somafel/Ferrovias, ACE 70 71 8 16 21 23 - -
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 78 102 - - 53 102 50 -
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 164 348 2 4 166 352 - -
TEISOMAR - Obras Marítimas, ACE 1 1 - - - - - -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 894 529 - - 364 378 - -
57,945 47,295 238 277 51,350 42,424 560 2,747

As a result of the consolidation of these participated companies, through the proportional consolidation method, as at 30 June 2010 and 2009, the following amounts were included in the consolidated financial statements of the Group:

Income Costs
1st Semester 1st Semester 1st Semester 1st Semester
2010 2009 2010 2009
ACESTRADA - Construção de Estradas, ACE - 6 - 2
CAIS DOS CRUZEIROS - 2ª Fase, ACE 1,470 748 1,124 593
CONBATE, ACE 1,309 256 1,258 252
DOURO LITORAL, ACE 40,888 11,354 36,893 11,190
DOURO LITORAL OBRAS ESPECIAIS, ACE 5,899 1,356 5,884 1,143
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 116 (63) 18 (20)
GMP - Grupo Maritimo Português, ACE 1,116 - 1,223 5
GMP – Grupo Marítimo Português MEK, ACE 331 - 308 -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE - - 2 3
Metropolitano do Terreiro do Paço, ACE - 417 - 11
NOVA ESTAÇÃO, ACE 2,175 565 1,489 550
SOMAFEL E OFM - Obras do Metro, ACE - 122 - 122
Somafel/Ferrovias, ACE 41 18 27 13
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 1 3 26 16
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 19 862 19 862
TEISOMAR - Obras Marítimas, ACE 322 - 322 -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 344 - (35) -
54,031 15,644 48,558 14,742

Included in the information indicated in Note 23, the Group had provided bank guarantees, fidelity guarantee insurance and letters of comfort as an entrepreneur in these joint ventures to the total value of 33,862 thousand euros as at 30 June 2010 (38,557 thousand euros as at 31 December 2009).

17 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the semesters ended on 30 June 2010 and 2009, the movements which occurred in the valuation of the financial assets available for sale, recorded at their respective fair value, were as follows:

2010 2009
Fair value as at 01 January 284,880 266,753
Acquisitions during the period 13,612 -
Decrease in fair value (78,925) (26,863)
Fair value as at 30 June 219,567 239,890

The decrease in the fair value of the financial assets available for sale of the semester ended on 30 June 2010, includes the reversal of previously recorded fair value reserves and the recognition of a loss in the profit for the semester of the value of 61,268 thousand euros (Note 9).

As at 30 June 2010 and 31 December 2009, the Group owned 324,500,000 and 304,989,864 shares in Banco Comercial Português, S.A., respectively.

The financial assets available for sale, and the respective cost and market values, as at 30 June 2010 and 31 December 2009, are as follows:

Jun-10 Dec-09
Cost value Market value Cost value Market value
Banco Comercial Português, S.A. 738,282 201,190 724,670 257,716
Banco Bilbao Vizcaya Argentaria, S.A. 33,075 18,377 33,075 27,164
771,357 219,567 757,745 284,880

18 - DEFERRED TAXES

All situations which might significantly affect future taxes are revealed through the application of the deferred tax rule.

During the semesters ended on 30 June 2010 and 2009, the movements which occurred in deferred tax assets and liabilities, in accordance with the temporary differences which generated them, are as follows:

Deferred tax assets Deferred tax liabilities
2010 2009 2010 2009
Balance as at 01 January 98,626 117,389 66,782 53,070
Restatement effect (Note 2.2) 236 62 49 -
Balance as at 01 January (Restated) 98,862 117,451 66,831 53,070
Constitution / Reversal
Net income (Note 10) 5,962 7,468 (2,219) 1,370
Equity 3,811 3,366 (901) -
Adjustment 4,402 (7,844) 6,379 175
Balance as at 30 June 113,037 120,441 70,090 54,615

The deferred taxes were evaluated and recognised only to the extent that it is considered likely that there will be taxable profits in the future which may be used to recover tax losses or deductible tax differences. This evaluation was based on the business plans of the Group's companies, which are periodically reviewed and updated.

19 - RELATED PARTIES

The transactions and balances between Teixeira Duarte - Engenharia e Construções, S.A. ("Parent-company") and the companies of the Group, which are related parties, were eliminated during the consolidation process, and are not disclosed in the present Note. The balances and transactions between the Group and the associate companies, related and individual with significant voting rights with their own companies, are detailed below.

The terms or conditions practiced between Teixeira Duarte - Engenharia e Construções, S.A. and the related parties are substantially identical to those which would normally be contracted, accepted and practiced between independent entities in comparable operations.

The main balances with related entities as at 30 June 2010 and 31 December 2009 are analysed as follows:

Balances receivable Balances payable Loans granted Other debts
30/06/2010 31/12/2009 30/06/2010 31/12/2009 30/06/2010 31/12/2009 30/06/2010 31/12/2009
Agrepor Agregados - Extracção Inertes, S.A. - 32 - - - - - -
ALVORADA PETRÓLEO, S.A. - - - - 156 2,838 - -
Cimpor - Industria de Cimentos, S.A. - 136 - 16 - - - -
Cimpor Betão - Industria de Betão, S.A. - - - 23 - - -
IMOC - Empreendimentos Imobiliários, S.A.R.L. - - - - - - (247) (247)
ISA - Intelligent Sensing Anywhere, S.A. - - 32 53 65 65 - -
Cimpor Macau Investment Company, S.A. - - - - 8,536 8,536 - -
STELGEST - Gestão Hoteleira, S.A. 14 32 - - 8 237 (691) (381)
TRAVERSOFER - Industrie et Service Ferroviaire, SA 5 5 - - - - - -
19 205 32 92 8,765 11,676 (938) (628)

The main transactions carried out in the semesters ended on 30 June 2010 and 2009, with related entities were as follows:

Sales and services rendered Purchases and services
obtained
Interest debited
1st Semester
2010
1st Semester
2009
1st Semester
2010
1st Semester
2009
1st Semester
2010
1st Semester
2009
Agrepor Agregados - Extracção Inertes, S.A. - 2,764 - - - -
AVIA PORTUGAL, S.A. - - - 20 - -
Cimpor - Industria de Cimentos, S.A. - 358 - 294 - -
Cimpor Betão - Industria de Betão, S.A. - - - 778 - -
ISA - Intelligent Sensing Anywhere, S.A. - - 30 27 - -
Lima Petróleos - Combustíveis do Lima, Lda - 708 - - - -
STELGEST - Gestão Hoteleira, S.A. 39 95 - - 7 32
39 3,925 30 1,119 7 32

The remunerations attributed to the members of the governing bodies of Teixeira Duarte - Engenharia e Construções, S.A., in the semesters ended on 30 June 2010 and 2009, were as follows:

1st Semester
2010
1st Semester
2009
Executive directors:
Short term benefits 1,025 584
Long term benefits - -
Supervisory board:
Short term benefits 17 17
Chartered accountant:
Short term benefits 33 33
1,075 634

The remunerations attributed to the members of the senior management boards of Teixeira Duarte - Engenharia e Construções, S.A., in the semesters ended on 30 June 2010 and 2009, were as follows:

1st Semester 1st Semester
2010 2009
Senior management staff:
Short term benefits 3,862 3,858
Long term benefits - -
3,862 3,858

20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalent

As at 30 June 2010 and 31 December 2009, this heading is broken down as follows:

30/06/2010 31/12/2009
Sight deposits 116,586 110,888
Term deposits 24,830 15,236
Other cash investments - 1
Cash 7,577 5,926
148,993 132,051

The cash and equivalent heading includes cash, deposits payable on demand, cash investments and term deposits with a maturity of less than three months, and for which the risk of change of value is insignificant.

Cash flow from investment activities

The receipts derived from financial investments in the semesters ended on 30 June 2010 and 2009, refer to the sale of holdings in the following entities:

1st
Semester
2010
1st
Semester
2009
2nd Quarter
2010
2nd Quarter
2009
CIMPOR - Cimentos de Portugal, S.G.P.S., S.A. 968,332 - - -
Banco Bilbao Vizcaya Argentaria, S.A. 16,714 - 11,346 -
985,046 - 11,346 -

The payments relative to financial investments in the semesters ended on 30 June 2010 and 2009, refer to the acquisition of holdings in the following entities:

1st
Semester
2010
1st
Semester
2009
2nd Quarter
2010
2nd Quarter
2009
Banco Bilbao Vizcaya Argentaria, S.A. 24,490 - 14,252 -
Banco Comercial Português, S.A. 13,612 - 13,612 -
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. 3,500 - 3,500 -
DIGAL - Distribuição e Comércio, S.A. 665 - 665 -
TDEMPA - Gestão de Participações e Investimentos, S.A. 500 - 500 -
Alvorada Petróleos, S.A. 219 827 219 827
ARENOR, S.L. - 6,400 - 3,200
Cimpor Macau Investment Company, S.A. - 2,900 - 2,900
Other 38 64 8 64
43,024 10,191 32,756 6,991

The dividends received in the semesters and quarters ended on 30 June 2010 and 2009, were as follows:

1st
Semester
2010
1st
Semester
2009
2nd Quarter
2010
2nd Quarter
2009
Banco Comercial Português, S.A. 5,794 5,185 5,794 5,185
Banco Bilbao Vizcaya Argentaria, S.A. 383 351 383 -
CIMPOR - Cimentos de Portugal, SGPS, S.A. - 27,560 - 27,560
Other 1,452 1,121 1,181 521
7,629 34,217 7,358 33,266

21 - SHARE CAPITAL

As at 30 June 2010, the share capital was fully underwritten and paid-up and represented by 420,000,000 shares each at the nominal value of fifty-five euro cents. In the semesters ended on 30 June 2010 and 2009, there were no movements in the issued share capital.

As at 30 June 2010, Teixeira Duarte, S.A. directly owned 287,880,799 shares representing the share capital of Teixeira Duarte - Engenharia e Construções, S.A., corresponding to 68.54% of the respective share capital.

22 - LOANS

As at 30 June 2010 and 31 December 2009, the loans raised were as follows:

30/06/2010 31/12/2009
Non-current liabilities:
Bank loans a) 242,248 707,447
Commercial paper b) 397,534 784,913
639,782 1,492,360
Current liabilities:
Bank loans a) 520,597 532,018
Commercial paper b) 93,754 100,414
614,351 632,432
1,254,133 2,124,792

a) Bank loans

As at 30 June 2010, the internal bank loans, bank overdrafts and secured current accounts earned interest at the weighted annual average rate of 2.35% (3.33% as at 30 June 2009).

The bank loans contracted by the Group essentially correspond to:

  • Loan raised by the Group from Banco Comercial Português, on 31 December 2004, of the current value of 80,000 thousand euros, the repayment of which shall be made on 31 December 2010.
  • Loan raised from Banco Bilbao Vizcaya Argentaria, contracted on 12 April 2007 of the value of 63,300 thousand euros, the repayment of which shall be made on 16 March 2012.
  • Loan from Banco Popular Portugal, contracted on 18 December 2008, of 25,000 thousand euros, the maturity of which shall occur on 18 December 2011.
  • Loan contracted by the Group on 30 December 2008 from Caixa Geral de Depósitos, of the current value of 45,813 thousand euros, the repayment of which shall be made in 162 equal and successive instalments, ending on 30 December 2023.

As at 30 June 2010 and 31 December 2009, the bank loans also include the secured current accounts of the value of 322,855 and 365,589 thousand euros, respectively.

b) Commercial paper

As at 30 June 2010, the Group had negotiated the following commercial paper programmes:

• Grouped contract programme, for the placing and underwriting of private commercial paper with Banco Comercial Português on 14 October 2005, of the total amount of 150,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, to the amounts of 15,000 thousand euros and 135,000 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen six-monthly and successive issues have been contracted for the total nominal value of the programme, earning interest on a six-monthly basis and in arrears at a rate indexed to the six-month Euribor increased by a spread of 0.875%, and with the repayment of the last issue being on 14 October 2013.

  • Grouped programme, for the placing and underwriting of private commercial paper contracted 06 January 2006 with Banco Comercial Português, with the total amount used being 20,750 thousand Euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of 18,650 thousand euros and 2,100 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. The duration of the programme is five years, counting from the contract signature date, the interest is earned on a six-monthly basis in arrears, with the reference rate being indexed to the one to six-month Euribor under competitive auction for periods of 7 to 180 days via direct placement, increased by 2,25% an determined according to the date of each auction, with the repayment of the last issue being made on 06 January 2011.
  • Grouped programme, for the placing and underwriting of commercial paper contracted on 14 February 2006 with Banco Comercial Português, of the total amount of 50,000 thousand Euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of 5,000 thousand euros and 45,000 thousand euros, respectively. The participation of each company in each programme may vary each time it is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen six-monthly and successive issues have been contracted for the total nominal value of the programme, earning interest on a six-monthly basis in arrears at a rate indexed to the six-month Euribor increased by 0.875% and determined according to the date of the auction, with the repayment of the last issue being on 14 February 2014.
  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo de Investimento and Banco Espírito Santo on 21 August 2006, of the sum of 50,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in the programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signature date, the interest is earned in advance and every six months, with the reference rate being indexed to the Euribor for the respective issue period, increased by 0.65% and determined according to the date of each auction.
  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo Investimento on 21 April 2008, of the sum of 120,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signature date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 0.65% and determined according to the date of the auction.
  • Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 20 August 2009, of 20,000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 2.45%.
  • Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 20 August 2009, of 25,000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 2.45%.
  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo Investimento on 23 December 2008, of the sum of 60,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signature date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 0.65% and determined according to the date of the auction.

As a result of the commitment of successive renewal during the period of the programme contracts, the existing issues as at 30 June 2010 are classified as non-recurrent liabilities.

The non-recurrent bank loans are repayable in the following years:

30/06/2010 31/12/2009
2011 58,798 115,141
2012 84,288 726,411
2013 360,726 520,622
2014 58,850 56,862
2015 and following 77,120 73,324
639,782 1,492,360

As at 30 June 2010 and 31 December 2009, the funding in foreign currency were expressed as follows:

30/06/2010 31/12/2009
Currency Currency Euros Currency Euros
BRL 85,188 38,578 31,252 12,444
MAD 5,429 494 3,859 340
USD 132,179 107,717 176,139 122,268

The loans denominated in foreign currency earn interest at market rates and were converted into euros based on the exchange rate on the balance sheet date.

23 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

Guarantees:

As at 30 June 2010 and 31 December 2009, the group of companies included in the consolidation had provided the following guarantees to third parties:

30/06/2010 31/12/2009
Bank guarantees provided 559,733 607,390
Fidelity insurance 166,879 106,379

The bank guarantees were essentially provided for the effects of tenders, advances received and as a completion bonds for works.

EMPA – Serviços de Engenharia, S.A. provided a real guarantee, corresponding to the mortgage of land to third parties for its construction activity.

To secure the loan contract signed with Banco Caixa Geral, of 19,820 thousand euros, granted by GSC – Compañia General de Servicios y Construccion, S.A., GSC – Compañia General de Servicios y Construccion, S.A., pledged 2,133,870 shares in Banco Bilbao Vizcaya Argentaria, S.A. and mortgaged land situated in Madrid, at C/ Amália, 4 and 6.

Also constituted in favour of Caixa Geral de Depósitos, was a mortgage on lot 3, situated in Lagoas Park, owned by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. of the sum of 45,813 thousand euros.

A promissory mortgage was also constituted on lots 7, 8, 9, 10, 11, 12, 15, 16 and 23, situated in Lagoas Park, owned by Banco Comercial Português, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. of the current value of 80,000 thousand euros, with the exercise of the right to purchase by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., associated to the financial leasing contracts of the abovementioned properties.

Teixeira Duarte - Engenharia e Construções, S.A., BEL-ere - Engenharia e Reabilitação de Estruturas, S.A., EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Públicas, Ferroviárias e Marítimas, S.A., RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A., GSC – Compañia General de Servicios y Construccion, S.A. and EMPA – Serviços de Engenharia, S.A. have provided fidelity guarantee insurance as a completion bonds for works and services.

Apart from the guarantees indicated above, the following pledges were also provided:

To secure a loan contract signed with Banco Bilbao Vizcaya Argentaria, of the value of 63,300 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 114,505.992 and 10,029,008 shares in Banco Comercial Português, S.A., respectively.

To secure the commercial paper contract signed with Banco Espírito Santo, of 50,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 41,800,000 and 970,992 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 2,205,882 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..

To secure the commercial paper contract signed with Banco Espírito Santo, of 120,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 98,200,000 and 2,100,000 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 5,294,118 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..

To secure the commercial paper contract signed with Banco Espírito Santo, of 60,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 50,000,000 and 5,400,000 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 104,000,000 shares in C+P.A. – Cimentos e Produtos Associados, S.A..

To secure debts to third parties, of the value of 15,109 thousand euros, IMOTD - SGPS, S.A. pledged 47,870 shares in V8, S.A. and 47,780 shares in Parcauto, S.A..

To secure the loan contract granted by TDHOSP – Gestão de Edifício Hospitalar, S.A., Teixeira Duarte - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos and Caixa Banco de Investimentos, 1,472,000 shares in TDHOSP – Gestão de Edifício Hospitalar, S.A.. Under the same financing contract Teixeira Duarte - Engenharia e Construções, S.A., as shareholder, pledged the credit rights over TDHOSP – Gestão de Edifício Hospitalar, S.A., arising from the realisation of investments established in the management contract, of the value of 7,773 thousand euros.

Financial commitments:

Most of the contracts of the financing operations taken by operational companies or by sub-holdings do not foresee the maintenance of the control of the majority of their capital by Teixeira Duarte - Engenharia e Construções, S.A.. However, the letters of comfort which are requested from the Parent-company for the effects of the contracting of these operations usually contain the commitment not to dispose of the control (direct and/or indirect) of these associate companies.

As at 30 June 2010 and 31 December 2009, the letters of comfort provided by the Parent-company and other affiliated companies reached 452,664 and 416,400 thousand euros, respectively.

As at 30 June 2010 and 31 December 2009, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of 115,241 and 130,058 thousand euros, respectively. According to the contractual conditions, the Group's liability is essentially restricted to guaranteeing the acceptance of the invoices object of the factoring on the part of the customers.

24 - APPROVAL OF THE FINANCIAL STATEMENTS

The interim financial statements for the semester ended on 30 June 2010 were approved by the Board on Directors on 30 August 2010.

25 - SUBSEQUENT EVENTS

On 16 July 2010, TEIXEIRA DUARTE, S.A. announced the Notice of the Launch and Prospectus relative to the general and voluntary public offer of the acquisition of shares representing the share capital of TEIXEIRA DUARTE – Engenharia e Construções, S.A. through the delivery of shares of TEIXEIRA DUARTE, S.A.

The abovementioned public offer lasted until 06 August, and during a special session at the stock exchange, held on 09 August, the share exchange operations were carried out, with Teixeira Duarte, S.A. as of this date holding 96.75% of the share capital and voting rights of TEIXEIRA DUARTE - Engenharia e Construções, S.A..

On 18 August 2010, TEIXEIRA DUARTE - Engenharia e Construções, S.A. disclosed to the market the information received from TEIXEIRA DUARTE, S.A., with the following content:

"Following the conclusion of the public offer of exchange of shares launched by Teixeira Duarte, S.A. relative to the shares of Teixeira Duarte – Engenharia e Construções, S.A. ("TD-EC"), and in view of the circumstance that the level of acceptance of the abovementioned offer does not permit the use of the potestative mechanisms of acquisition and sale established in articles 194 and 196 of the Securities Market Code, Teixeira Duarte, S.A. reports that, as already presented in the documents of the said offer, it is currently analysing the possibility of applying to the Portuguese Securities Market Commission (CMVM) for TD-EC to no longer possess the status of public company, under the provisions in sub-paragraph a) of number 1 of article 27 of the Securities Market Code as well as, the exclusion of the trading of the shares representing the share capital of TD-EC, under ISIN code PTTDU0AM0007, on the regulated market of Euronext Lisbon.

As disclosed in due time, Teixeira Duarte, S.A. recalls that the objective of the offer, amongst other aspects, involved the acquisition by Teixeira Duarte, S.A. of the total share capital of TD-EC, and, as a consequence, that its shareholder structure should replicate the shareholder structure of TD-EC, as the senior company of the business group with shares listed on a regulated market.

In order to achieve the objective referred to above, Teixeira Duarte, S.A. intends – once the future process of the loss of the status of TD-EC as a public company has been concluded and in the case of compliance with the other legal requisites – presenting the shareholders of TD-EC with the competent acquisition offer for total control, under the terms established in article 490 of the Commercial Companies Code. Since, under the terms of the abovementioned legal provision, the counterpart may be constituted by cash, shares or bonds, the possible alternative are under analysis, in particular that of the counterpart equivalent to the public offer, that is, through the submission of shares."

On 26 August 2010, the Brazilian participated company ALVORADA, S/A signed an Agreement with an entity of the Group "Gran Tierra Energy Inc." ("Gran Tierra Energy"), through which the latter will pay USD 22.6 million and undertakes to comply with certain future commitments, including the drilling of two wells, receiving in exchange 70% of the Blocks REC-T-129, 142, 155 and 224, included in the concession relative to the alluded 9th Round of bids promoted by ANP.

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