Accounts for the 2009 Financial Year and Annexes. Financial Statements for the Year and Annexes 101

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1 Accounts for the 2009 Financial Year and Annexes Financial Statements for the Year and Annexes 101

2 102

3 Accounts for the 2009 Financial Year and Annexes Financial Statements for the Year and Annexes 103

4 104

5 Table of Contents 9 Financial Statements for the Year OTHER INFORMATION Panel of Activity Indicators GRI Table Information on Corporate Governance Duties and Responsibilities of Governing Bodies Curricula Vitae of Governing Bodies Members Remuneration of Governing Bodies Members Information on relevant transactions with related entities Code of Ethics and Conduct Plan for Prevention of Corruption Risks and Related Infringements Associations and Partnerships LEGAL CERTIFICATION OF ACCOUNTS Auditing Bodies Report 180 Financial Statements for the Year and Annexes 105

6 9 Financial Statements for the YEAR BALANCE SHEET AS AT 31 DECEMBER 2009 (amounts stated in euros) Financial Years Assets (*) AB AA AL AL Fixed Assets: Intangible Fixed Assets: Installation Expenses 752, , Research and Development Expenses 88, , , , Industrial Property and Other Rights 4,425, ,275, , , Fixed Assets in Progress 549, , ,815, ,109, , , Tangible Fixed Assets: Land and Natural Resources 15,473, ,473, ,473, Buildings and Other Constructions 40,034, ,548, ,485, ,505, Machinery and Equipment 82,604, ,785, ,818, ,741, Transport Equipment 2,051, ,713, , , Tools and Dies 705, , , , Administrative Equipment 4,874, ,447, , , Other Tangible Fixed Assets 1,510, , ,112, ,140, Fixed Assets in Progress 1,914, ,914, ,965, Advances to Tangible Fixed Assets 24, , , ,192, ,535, ,657, ,980, Financial Investments: Equity holdings in Group Companies 295, , , Loans to Group Companies 710, , , Equity holdings in associated companies 157, , , Securities and Other Investments 25, , , ,187, ,187, , Current Assets: Inventories: Raw Material, Subsidiary Materials and Consumables 792, , , , Work in Progress 1, , , , , , , Current Accounts Receivable - Short-Term: Customers, c/a 7,801, ,801, ,920, Affiliated Companies and Associated Companies 47, Public Entities 892, , ,695, Other Debtors 3,862, , ,953, ,253, ,557, , ,647, ,916, Bank Deposits and Cash: Bank Deposits 135, , , Cash 60, , , , , , Accruals and Deferrals Accrued Income 1,075, ,075, ,173, Deferred Costs 488, , , ,563, ,563, ,432, Total Depreciation 86,645, Total Adjustments 1,034, Total Assets 171,307, ,679, ,627, ,151, (*) Amounts adjusted in accordance with note 2. The Certified Accountant No The Board of Directors Chairwoman Members 106

7 BALANCE SHEET AS AT 31 DECEMBER 2009 (amounts stated in euros) Equity and Liabilities Financial Years (*) Equity: Capital: Share Capital 79,649, ,649, Adjustments to shareholdings in group and associated companies 96, , Revaluation Reserves 16,139, ,264, Reserves: Legal Reserves 74, , Other Reserves 306, , Retained Earnings -343,393, ,639, Subtotal -247,127, ,318, Net Income for the Year -19,500, ,878, Total Equity -266,627, ,196, Liabilities: Provisions: Other Provisions 4,596, ,238, ,596, ,238, Medium and Long-Term Liabilities: Debenture Loans Inconvertible 220,000, ,000, Bank Loans 55,000, ,000, Suppliers of Fixed Assets, c/a 18,987, ,142, ,987, ,142, Short-Term Liabilities: Debenture Loans Inconvertible 29,000, Bank Loans 12,658, ,658, Suppliers, c/a 6,684, ,084, Suppliers - Pending Invoices 323, , Other Loans Received 2, Suppliers of Fixed Assets, c/a 2,692, ,009, Public Entities 1,394, , Other Creditors 635, , ,389, ,737, Accrued Costs 24,487, ,344, Deferred Income 2,793, ,886, ,281, ,230, Total Liabilities 350,254, ,348, Total Equity and Liabilities 83,627, ,151, (*) Amounts adjusted in accordance with note 2. The Certified Accountant No The Board of Directors Chairwoman Members Financial Statements for the Year and Annexes 107

8 INCOME STATEMENTS BY NATURES FINANCIAL YEAR ENDED ON 31 DECEMBER 2009 (amounts stated in euros) Financial Years Losses and Costs (*) Costs of sold goods and consumed materials: Materials 1,575, ,575, ,662, ,662, Supplies and External Services 31,810, ,709, Staff Costs: Remunerations 30,733, ,767, Social Charges: Pensions 81, , Other 7,451, ,265, ,415, ,776, Tangible and intangible fixed assets depreciation 8,106, ,296, Provisions 402, ,509, , ,916, Taxes 96, , Other Operating Losses and Costs 783, , , , (A) 81,039, ,788, Losses in group companies and associated companies 7, , Interest and Other Similar Costs: Other 10,430, ,430, ,598, ,598, (C) 91,477, ,482, Extraordinary Losses and Costs 2,775, ,350, (E) 94,252, ,833, Corporate Income Tax for the Financial Year 31, , (G) 94,283, ,865, Net Income for the Year -19,500, ,878, ,783, ,987, Income Provision of Services 47,732, ,732, ,589, ,589, Change in Production -3, , Production for Own Company 136, , Supplementary Income 2,042, ,495, Operating Subventions 20,137, ,758, Other Operating Income 409, ,589, , ,734, Reversals from Depreciation and Adjustments 147, , , , (B) 70,602, ,656, Income in group companies and associated companies 25, , Other Interest and Similar Income: Other 2,741, ,767, ,253, ,625, (D) 73,369, ,281, Extraordinary Income 1,413, ,705, (F) 74,783, ,987, Summary: Operating Income: (B) - (A) = -10,437, ,132, Financial Income: (D-B) - (C-A) = -7,670, ,068, Current Income: (D) - (C) = -18,107, ,200, Income Before Taxes: (F) - (E) = -19,468, ,846, Net Income for the Financial Year: (F) - (G) = -19,500, ,878, (*) Amounts adjusted in accordance with note 2. The Certified Accountant No The Board of Directors Chairwoman Members 108

9 CASH FLOW STATEMENT FINANCIAL YEAR ENDED ON 31 DECEMBER 2009 (amounts stated in euros) Direct Method Operating Activities: Received from Customers 49,971, ,297, Paid to Suppliers -40,656, ,535, Paid to Staff -31,219, ,342, Flow from Operations -21,903, ,580, Corporate income tax paid/received 68, , Other receipts/payments related to operating activity 19,330, ,130, Flow Before Extraordinary Items -2,505, ,483, Receipts related to extraordinary items 278, ,421, Payments related to extraordinary items -2,427, ,112, Investing Activities: Received from: Flows from operating activities (1) -4,654, ,173, Financial Investments 1.00 Tangible Fixed Assets 71, , Investment Subventions 37, Interest and Other Similar Income 180, , Dividends 47, , , Payments related to: Financial Investments -400, , Tangible Fixed Assets -1,085, ,223, Intangible Fixed Assets -318, , Financing Activities: Received from: -1,804, ,532, Flows from investing activities (2) -1,505, ,335, Loans Received 351,187, ,013, ,187, ,013, Payments related to: Loans Received -320,325, ,014, Depreciation of Financial Leasing Contracts -2,076, ,293, Interest and Other Similar Costs -8,843,340,97-13,984,224,80 Effects of exchange differences -331,245, ,291, Flows from financing activities (3) 19,941, ,721, Change in Cash and Equivalents (4) = (1)+(2)+(3) 13,782, ,212, Cash and Equivalents at the Beginning of Year -18,745, ,957, Cash and Equivalents at Year-End -4,962, ,745, ANNEX TO THE CASH FLOW STATEMENT: 1- Discrimination of cash and equivalents components at year-end: Cash in Hand 60, , Overnight Bank Cash Deposits 135, , Cash Equivalents -5,158, ,030, Cash and Equivalents -4,962, ,745, Bank Overdrafts 5,158, ,030, Cash and deposits as stated in the balance sheet 195, , The Certified Accountant No The Board of Directors Chairwoman Members Financial Statements for the Year and Annexes 109

10 INCOME STATEMENT BY FUNCTIONS FINANCIAL YEAR ENDED ON 31 DECEMBER 2009 (amounts stated in euros) (*) Provision of Services 67,870, ,347, Provision of services cost -65,795, ,872, Gross Income 2,074, ,524, Other Operating Income 4,089, ,806, Distribution Costs -4,959, ,068, Administrative Costs -8,010, ,377, Other Operating Losses and Costs -2,730, ,745, Operating Income -9,536, ,909, Net Financing Cost -8,678, ,810, Profit/Loss in group and associated companies -51, , Profit/Loss in other investments 990, ,473, Unusual or infrequent income -2,193, ,929, Current Income -19,468, ,846, Taxes on Current Income -31, , Current Income After Taxes -19,500, ,878, Net Income -19,500, ,878, Earnings per Share -1,2241-2,4406 (*) Amounts adjusted in accordance with note 2. The Certified Accountant No The Board of Directors Chairwoman Members 110

11 Annex to the Balance Sheet and to the FINANCIAL Statement FINANCIAL YEAR ENDED ON 31 December 2009 (Amounts stated in euros) INTRODUCTORY NOTE Sociedade de Transportes Colectivos do Porto, SA was established by Decree-Law 202/94 of 23 July, as a company limited by shares with wholly public capital, and which succeeded the company Serviço de Transportes Colectivos do Porto, created by Decree-Law No of 30 December Sociedade de Transportes Colectivos do Porto, SA guarantees public road transport of passengers on an exclusive basis within the limits of Porto municipality and on a general competitive basis within the adjoining areas of Matosinhos, Maia, Valongo, Gondomar and Vila Nova de Gaia, which are all part of Porto Metropolitan Area. STCP mainly operates buses and also trams. In 2008, Sociedade de Transportes Colectivos do Porto, SA, implemented an Integrated Management System for Quality, Environment and Health and Safety at Work (SIG-QAS) having obtained the respective certifications in NP EN ISO 9001:2008-Quality, NP EN ISO 14001:2004 and OHSAS 18001:2007-Environment, Safety and Occupational Health Standards, as at 26 December The scope of the certification covered all the company s activity, with the exception of the Tram Museum. By the end of 2009 the Annual Audit of Follow-Up of Certification of the STCP Integrated Management System was carried out by a team of APCER auditors. Following the Audit the certification granted was maintained. In 2009, Sociedade de Transportes Colectivos do Porto, SA, started preparations for the installation of a new integrated management system for administrative services of all company s areas. The new Financial Statements for the Year and Annexes 111

12 system, awarded to the company PRIMAVERA, replaces SAP in January In 2009, Sociedade de Transportes Colectivos do Porto, SA, signed contracts for the purchase of 35 new vehicles, 15 doubledeckers and 20 articulated, in an investment of over 11 million euros. The vehicles are equipped with diesel engines which comply with Euro V standard for articulated buses and EEV standard for double-deckers. The choice of large capacity vehicles aims at a better supply on routes of more intense demand (articulated) and those where passengers travel on longer trips. In April 2009, Sociedade de Transportes Colectivos do Porto, S.A. redeemed a Schuldschein loan of 25 million euros and in November 2009 a debenture loan of 29 million euros. Both credit facilities started in 2002 and were guaranteed by the Portuguese State. In October 2009 Sociedade de Transportes Colectivos do Porto, SA issued a five-year debenture loan of 120 million euros. The issue is guaranteed by the Portuguese State. The bonds are listed on Lisbon Euronext. This loan meets the objective of re-balancing the debt structure of the company, consolidating part of the short-term liabilities. The following notes are in accordance with the sequential numbering of the Plano Oficial de Contabilidade POC (Portuguese Official Accounting Plan) and the notes not included in this annex are not applicable to the Company or their presentation is not relevant for interpretation of the financial statements under consideration. 112

13 2. ITEMS WITH NO COMPARABLE CONTENTS From 1 January 2009, the financial instruments held by Sociedade de Transportes Colectivos do Porto, SA, particularly interest rate swap contracts, started being measured at the fair value in the Individual Financial Statements of the Company, prepared in accordance with the accounting principles generally accepted in Portugal. This change in the accounting policy was based on a guidance provided for in Order No. 101/09 of the Secretary of State for Treasury and Finance, of 30 January, which aimed to facilitate the comparability between companies in the State Enterprise Sector. The Order was registered in minute No. 47/09, point 5.1, of 17 November 2009, of the Board of Directors with the decision to include it in the financial statements for the current year. The company therefore proceeded to reclassify sums related to the financial contribution of the State for fare obligations resulting from the implementation of the subscription and the Andante social fare, being stated as revenue from the provision of transport services and not as operating subventions. The values for 2008 included in these Financial Statements (comparison) were adjusted in order to be in compliance with the new accounting policies and to enable comparison between financial years. Financial Statements for the Year and Annexes 113

14 The adjustments made to the Financial Statements for 2008 were the following: Account Description Note Restated Adjustment Balance sheet -318,173, ,173, Accrued Costs 1 8,220, ,344, ,123, Retained Earnings 1-298,205, ,639, ,433, Net Income 1-28,189, ,878, ,689, Income Statement by Nature 54,969, ,279, ,689, Financial Losses and Costs 1-13,787, ,693, ,906, Provision of Services 2 48,846, ,589, , Operating Subventions 2 19,501, ,758, , Financial Income 1 408, ,625, ,216, Income Statement by Functions -13,593, ,283, ,689, Net Financing Cost 1-13,593, ,810, ,216, Profit/Loss in other investments ,473, ,473, (1) Adjustment resulting from the application of the fair value to the interest rate swap contracts; (2) Reclassification of the sums relative to Social fares Andante and 4_18 from the item operating subventions into the item provision of services. 3. VALUATION CRITERIA AND CALCULATION METHODS The Financial Statements were prepared based on the accounting books and records of the Company, under the assumption of the continuity of operations and in accordance with the generally accepted accounting principles VALUATION CRITERIA USED: The main valuation criteria were as follows: a) Cash and Deposits Cash and deposits in foreign currencies are stated on the balance sheet at the exchange rate in force as at 31 December b) Current accounts receivable and liabilities in foreign currency Balances stated in foreign currencies are updated to the exchange rate in force as at 31 December

15 c) Inventories Inventories are stated at the cost of acquisition or production. The weighted average cost was used as the method for measuring output or consumption costs. d) Accruals and deferrals The Company states under this item expenses and revenues relating to various future financial years and that are charged to the income of each of those financial years by their corresponding value, comprising mainly: Remunerations and related costs due for holidays and holiday pay, due and unpaid at the end of each financial year; The financial charges due and unpaid by the end of each financial year as well as the financial charges paid and to be charged to the following financial years; The costs of supplies and external services (including commissions, rents and leases, subcontracts, electricity, communications and maintenance and repair) for the financial year, payable the following financial year; Costs of local property tax to be paid in the following financial year; Revenues resulting from the sale of season tickets relating to the following financial year; Non-reimbursable subsidies received for financing fixed assets, stated in the income statement in proportion to the depreciation of subsidised fixed assets; Insurance premiums, distributed across the financial years according to their respective lifetime; The fair value of interest rate swap contracts; Financial Statements for the Year and Annexes 115

16 The level of funding of the pension fund established to meet liabilities arising from the defined benefit plan with retirement and disability pension complements. e) Compensatory Allowances from the Portuguese Government The Company is subject to an administrative price regime, involving the allocation by the Government of non-reimbursable compensatory allowances to partially fund its operations in fulfilment of the public service obligations. The Company follows the criterion of booking the compensatory allowances as operating subventions in the fiscal year in which they are granted. f) Fixed assets Intangible fixed assets Intangible fixed assets are valued at the cost of acquisition / production, net of depreciation carried out within the limits of the legally established rates. Tangible fixed assets Tangible fixed assets are booked at the value of acquisition/ production plus the increase resulting from revaluations carried out as indicated in item No. 12, net of accumulated depreciation. Financial Investments Equity holdings in group and associated companies are valued according to the equity method and equity holdings in other companies are valued using the cost method. 116

17 3.2. Calculation Methods Used a) Amortisation Tangible and intangible fixed assets acquired and produced before are being amortised in accordance with the criteria that were being followed by the Company, and that were sanctioned by the Tax Administration upon entry into force of Corporate Income Tax. These assets are amortised in accordance with rates different from those provided for in the Regulatory Decree No 2 / 90 of January 12 and according to the straight line method, in twelfths. Assets acquired as from are being amortized in accordance with their life cicle, which whenever possible is within the limits established by Regulatory Decree No. 2/90 of January 12, using the straight line method, in twelfths. The asstes life cycle is determined as follows depending on the year of acquisition: (years) Items Until and to to 09 Buildings and Other Constructions 8 to to to to 50 Machinery and Equipment 5 to 36 8 to 12 8 to 12 3 to 20 Transport Equipment 7 to 25 5 to 12 5 to 12 4 to 12 Tools and Dies 5 to 56 5 to 10 5 to 10 5 to 10 Administrative Equipment 6 to 10 3 to 10 3 to 10 3 to 10 Other Tangible Fixed Assets to 10 Research and Development Expenses Industrial Property and Other Rights to 5 3 to 5 b) Adjustments The following assets items were adjusted: Customers and other current accounts receivable in accordance with the risk of uncollectibility of the respective credits. Inventories depreciation - according to the quantification of excess, obsolete, defective and damaged materials. Other financial investments - according to the recoverable amount, when it is lower than that stated for the asset. Financial Statements for the Year and Annexes 117

18 c) Provisions The following Provisions were established: Legal proceedings in progress, in accordance with the charges which the Company may need to bear for outstanding cases as at 31 December 2009, in Court and corresponding to the overall expectable value; Work-related accidents and occupational diseases, in accordance with the charges which the Company shall be required to bear in the future for pensions in force as at 31 December Until February 1998, the Company was self-insured for these accidents, although there was partial insurance for larger risks. As of 1 March 1998, the Company transferred to an insurer the liability for work-related accidents, with a 30-day period excess. As of 1 March 2009, liability resulting from work-related accidents no longer includes excesses. Other risks and costs in accordance with the costs which the Company shall be required to bear for processes of claims, for which it is liable, outstanding as at 31 December EXCHANGE RATES USED IN CONVERSION OF PAYABLE AND RECEIVABLE ACCOUNTS STATED IN FOREIGN CURRENCY Balances stated in foreign currency, of insignificant value, are updated to the rate in force as at 31 December

19 6. CORPORATE INCOME TAX The company is subject to the general Corporate Income Tax regime, but given its deficit it has never paid such income tax. It only bears the costs of autonomous tax and also has paid the mandatory special tax advance. Thus, tax losses accumulated within the last six years are as follows: Year Tax Losses ,904, ,984, ,629, ,309, ,714, ,643, Given the above, the Company has not recognised any assets or liabilities for deferred tax so as to avoid the possibility of deduction of future tax profits from tax losses carried forward to the date. 7. STAFF During the financial year 2009 average staff was 1,502 permanent workers (1,591 in 2008). 8. CHANGES IN INSTALLATION EXPENSES AND RESEARCH AND DEVELOPMENT EXPENSES ACCOUNTS Account Description Opening Balance Changes Closing Balance 431 Installation Expenses 752, , Research and Development Expenses 88, , Financial Statements for the Year and Annexes 119

20 10. CHANGES IN FIXED ASSETS AND RESPECTIVE DEPRECIATION AND ADJUSTMENTS Gross Assets Items Opening Balance Increases Disposals Adjustments Transfers and Deductions Closing Balance Intangible Fixed Assets Installation Expenses 752, , Research and Development Expenses 88, , Industrial Property and Other Rights (*) 1,098, , ,287, ,425, Fixed Assets in Progress , , , ,939, , ,444, ,815, Tangible Fixed Assets Land and Natural Resources 15,473, ,473, Buildings and Other Constructions 40,144, , , ,034, Machinery and Equipment 83,289, , ,052, , ,604, Transport Equipment 2,065, , , , ,051, Tools and Dies 701, , , , , Administrative Equipment 8,593, , , ,851, ,874, Other Tangible Fixed Assets 1,648, , ,510, Fixed Assets in Progress 1,965, , , , ,914, Advances to Tangible Fixed Assets 39, , , ,922, ,073, ,104, ,698, ,192, Financial Investments Equity holdings in Group Companies 302, , , Loans Granted to Group Companies 310, , , Equity holdings in Associated Companies 131, , , Securities and Other Investments 25, , , , , ,187, (*) Software was transferred from tangible fixed assets into intangible fixed assets. Depreciation and Adjustments Items Opening Balance Increase Reversal Cancellation Transfers and Disposals Deductions Closing Balance Intangible Fixed Assets Installation Expenses 752, , Research and Develop. Expenses 72, , , Ind. Property and Other Rights(*) 1,096, , ,071, ,275, ,920, , ,071, ,109, Tangible Fixed Assets Buildings and Other Const. 19,638, , , ,548, Machinery and Equipment 48,547, ,620, ,052, , ,785, Transport Equipment 1,750, , , , ,713, Tools and Dies 647, , , , , Administrative Equipment 7,848, , , ,641, ,447, Other Tangible Fixed Assets 508, , , , ,941, ,989, ,094, ,300, ,535, (*) Software was transferred from tangible fixed assets into intangible fixed assets. 120

21 12. DECREES USED IN REVALUATION OF TANGIBLE FIXED ASSETS Successive revaluations of Tangible Fixed Assets were based on the following legislation: Decree-Law No. 278/85, of 19 July; Decree-Law No. 111/88, of 2 April; Decree-Law No. 49/91, of 25 January; Decree-Law No. 264/92, of 24 November; Decree-Law No. 31/98, of 11 February. 13. REVALUATIONS BREAKDOWN TABLE Item Historical Costs (a) Revaluations(a)(b) Revalued Book Amounts (a) Tangible Fixed Assets Land and Natural Resources 902, ,587, ,489, Buildings and Other Const. 3,739, ,977, ,717, Machinery and Equipment 6, , , ,648, ,566, ,214, (a) Net of depreciation (b) Include successive revaluations 14. TANGIBLE FIXED ASSETS AND FIXED ASSETS IN PROGRESS a) The distribution of tangible fixed assets and fixed assets in progress has an impact on every sector of the company as follows: Sector Transport Production 108,469, ,000, Maintenance 7,089, ,147, General Structure 33,633, ,774, ,192, ,922, b) The Company has tangible fixed assets on third party property amounting to 13,243, euros (12,876, euros in 2008) and fixed assets in progress amounting to 151, euros (132, euros in 2008). These are made up of an airline, substations, underground cables, way, shelters, information stands at stops, public information panels, radiocommunication stations, road interface and transfer stations. Financial Statements for the Year and Annexes 121

22 15. LEASING In the financial years 2009 and 2008, STCP SA paid financial leasing rents of 3,029, euros (includes 952, euros in interest) and 4,010, euros (includes 1,717, euros in interest), respectively. The value of assets under financial leasing regime as at 31 December 2009 is as follows: Description Value of Acquisition Accum. Depreciation Net Amount Land and Natural Resources 2,460, ,460, Machinery and Equipment 22,858, ,776, ,082, Total 25,318, ,776, ,542, As at 31 December 2009 STCP SA had liabilities as a lessee, relating to rents from financial leasing contracts of 23,122, euros (VAT included when not deductible), falling due in the coming financial years: Years Depreciation falling due Interest falling due Rents falling due ,928, , ,322, ,966, , ,322, ,004, , ,322, ,007, , ,286, ,040, , ,281, >= ,969, , ,586, Total 20,916, ,206, ,122, In addition, the Company has taken on liability for operating leasing contracts for 175 buses and 4 light passenger and commercial vehicles. In the financial years 2009 and 2008 costs of rents from operating leasing contracts amounting to 6,166, euros and 7,566, euros, respectively, were recognised. Liabilities for rents falling due on operating leasing contracts as at 31 December 2009: Years Rents falling due ,765, ,763, ,763, ,722, ,113, >=2015 1,626, Total 26,755,

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