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Patris Investimentos

Quarterly Report Nov 30, 2017

1946_10-q_2017-11-30_cfe85dc0-88bd-4d49-8322-fbcda49c9e9a.pdf

Quarterly Report

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SONAE INVESTIMENTOS, SGPS, SA

Head Office: Rua João Mendonça, 529 – 4464-501 Senhora da Hora

Share Capital 1,000,000,000 Euro

Porto Commercial Registry and Fiscal Number 501 532 927

REPORT AND ACCOUNTS

30 September 2017

Management Report Sonae Investimentos – S.G.P.S., S.A.

In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the first nine months of 2017.

Activity evolution for the period

During the course of the first nine months of 2017, the consolidated turnover of Sonae Investimentos totalled 4.027 million euros, which corresponds to an increase of 6.9% when compared to the same period of the previous year. Performance benefited from the increased contributions of Sonae MC, Worten and Sports & Fashion, which have more than compensated the lower turnover of Sonae RP, resulting from sale and leaseback (S&LB) transactions over the course of 2016.

Operational cash-flow (EBITDA) reached 222 million euros, which reflects a general improvement of retail businesses performance, both in Portugal and Spain, while benefitted from the incorporation of Salsa. However, the evolution versus last year is negative driven by non-recurrent items given the capital gains from S&LB operations during 2016 (63 million euros).

Overall, EBITDA margin stood at 5.5% of turnover, decreasing -1.5p.p. comparing to 9M16. Operating results (EBIT) amounted to 77 million euros in the period, decreasing when compared to the first nine months of 2016 driven by the aforementioned effects.

Sonae Investimentos consolidated net result in the first nine months of 2017 totalled 36 million euros, behind last year comparable period.

By the end of September, Sonae Investimentos operated in an overall portfolio of 1,721 stores, corresponding to a sales area of 1,202 thousand sqm. During this period, the retail businesses continued to consolidate its store networks, namely Sports & Fashion which includes Salsa stores, since June 2016.

Outlook

Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance over the next months.

Methodological note

The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly figures was not subject to audit procedures.

Maia, 13 of November 2017

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

9 Months Results 2017

Glossary

Turnover

Sale of articles + services rendered;

EBITDA

"Underlying EBITDA" + share of results in joint ventures and associated undertakings+ non-recurrent items;

"Underlying" EBITDA

total direct income - total expenses - reversal of impairment losses;

Direct EBIT

Direct EBT - financial results;

Direct EBT

Direct results before non-controlling interests and taxes;

Direct income

Results excluding contributions to indirect income;

Indirect income

Includes arising from: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or be discontinued / repositioned), (iv) valuation results based on the methodology "markto-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

Investments (CAPEX)

Investments in tangible and intangible assets and investments in acquisitions;

Working Capital

customer debts (receivables derived from the normal course of the Group's activities) – suppliers (amount payable resulting from purchases derived from the normal course of the Group's activities) + inventories (goods booked at acquisition cost, less quantity discounts and impairment losses) + other assets and liabilities (State and other public entities + associated companies + accruals and prepayments + deferred taxes + provisions for risks and charges + fixed asset suppliers + sundry debtors and creditors)

Net Invested capital

Total net debt + total shareholder funds

Condensed consolidated

financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2017 AND 2016 AND 31 DECEMBER 2016

(Amounts expressed in euro)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

ASSETS 30 September 2016 31 December 2016
30 September 2017 Restated Restated
(Note 3) (Note3)
NON-CURRENT ASSETS:
Tangible assets
6 1,610,886,486 1,593,515,801 1,602,400,467
Intangible assets 7 340,602,249 322,181,294 332,952,435
Goodwill 8 551,303,673 542,656,232 544,073,187
Investments in joint ventures and associates 9 40,427,907 55,201,795 51,061,618
Other investments 10 10,894,040 10,922,811 10,910,647
Deferred tax assets 13 50,001,892 61,287,582 49,861,522
Other non-current assets 11 18,254,047 14,524,126 15,315,834
Total Non-Current Assets 2,622,370,294 2,600,289,640 2,606,575,710
CURRENT ASSETS:
Inventories 688,049,240 670,884,000 696,012,657
Trade account receivable and other current assets 12 392,909,295 353,376,561 299,418,239
Investments 10 533,056 870,226 4,207,972
Cash and cash equivalents 14 116,976,140 84,541,521 119,726,191
Total Current Assets 1,198,467,731 1,109,672,308 1,119,365,059
Non current assets held for sale 15 - - 19,522,549
TOTAL ASSETS 3,820,838,025 3,709,961,949 3,745,463,318
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 1,000,000,000 1,000,000,000 1,000,000,000
Own shares (320,000,000) (320,000,000) (320,000,000)
Reserves and retained earnings (14,508,461) (55,264,278) (53,307,887)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 36,480,052 80,367,797 80,471,632
Equity attributable to the equity holders of the Parent Company 701,971,591 705,103,519 707,163,745
Equity attributable to non-controlling interests 17 89,349,572 81,380,763 83,289,108
TOTAL EQUITY 791,321,163 786,484,282 790,452,853
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 646,598,168 628,287,165 623,570,841
Other non-current liabilities 20 422,488,987 439,062,682 420,960,111
Deferred tax liabilities 13 104,195,565 88,739,981 102,014,515
Provisions 23 15,148,959 17,328,333 16,006,272
Total Non-Current Liabilities 1,188,431,679 1,173,418,161 1,162,551,739
CURRENT LIABILITIES:
Loans 18 182,505,593 180,039,554 186,327,715
Trade creditors and other current liabilities 22 1,654,740,743 1,567,200,001 1,591,200,267
Provisions 23 3,838,847 2,819,950 3,204,001
Total Current Liabilities 1,841,085,183 1,750,059,505 1,780,731,983
Non current liabilities held for sale 15 - - 11,726,743
TOTAL LIABILITIES 3,029,516,862 2,923,477,666 2,955,010,465
TOTAL EQUITY AND LIABILITIES 3,820,838,025 3,709,961,949 3,745,463,318

The accompanying notes are part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2017 AND 2016

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro) Notes rd Quarter 2017
3
rd Quarter 2016
3
Restated
30 September 2017 30 September 2016
Restated
(Note 3)
Sales 1,457,445,180 1,392,223,075 3,944,515,345 3,701,221,004
Services rendered 29,929,118 19,996,833 82,409,637 64,253,780
Investment income investments recorded at fair value through profit 25 (1,732,407) - (9,217,910) 91,406
Financial income 110,875 1,634,870 1,280,027 2,726,785
Other income 26 215,814,847 167,979,120 582,288,075 574,998,649
Cost of goods sold and materials consumed (1,212,196,696) (1,132,256,986) (3,293,523,005) (3,068,973,431)
Changes in stocks of finished goods and work in progress (1,511,277) 1,062,558 (147,480) 1,502,495
External supplies and services (177,522,685) (173,283,716) (507,820,390) (479,889,780)
Staff costs (172,346,986) (165,206,225) (523,296,353) (487,540,862)
Depreciation and amortisation 6 and 7 (47,233,212) (43,633,257) (138,715,000) (124,946,261)
Provisions and impairment losses (1,977,951) (843,178) (3,531,845) (8,577,857)
Financial expense (14,206,924) (15,471,343) (40,975,518) (46,710,840)
Other expenses (25,426,539) (14,855,817) (56,738,408) (46,352,385)
Share of results of joint ventures and associetad companies 9.3 1,032,376 102,435 (1,363,537) (570,878)
Profit/(Loss) before taxation 50,177,719 37,448,369 35,163,638 81,231,825
Taxation 27 (8,650,251) 3,691,761 5,998,178 2,966,371
Consolidated Profit/(Loss) for the period 41,527,468 41,140,130 41,161,816 84,198,196
Attributable to:
Equity holders of the Parent Company 39,114,250 39,250,105 36,480,052 80,367,797
Non-controlling interests 17 2,413,218 1,890,025 4,681,764 3,830,399
Profit/(Loss) per share
Basic 30 0.043460 0.043611 0.040533 0.089298
Diluted 30 0.043460 0.043611 0.040533 0.089298

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2017 AND 2016

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro) rd Quarter 2017
3
rd Quarter 2016
3
Restated
30 September 2017 30 September
2016 Restated
(Note 3)
Net Profit / (Loss) for the period 41,527,468 41,140,130 41,161,816 84,198,196
Items that maybe reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations 609,418 238,531 1,473,204 (534,644)
Participation in other comprehensive income (net of tax) related to joint ventures
and associated companies included in consolidation by the equity method (Note
9.3)
(12,220) (217,044) (997,656) 1,566,882
Changes in hedge and fair value reserves 3,034,553 (176,832) (2,568,765) 380,948
Deferred taxes related with other components of comprehensive income (562,394) 112,315 653,497 (23,475)
Others (12,030) - 131,181 -
Other comprehensive income for the period 3,057,327 (43,030) (1,308,539) 1,389,711
Total comprehensive income for the period 44,584,795 41,097,100 39,853,277 85,587,907
Attributable to:
Equity holders of parent company 41,781,470 39,175,201 34,840,411 81,673,895
Non controlling interests 2,803,325 1,921,899 5,012,866 3,914,012

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 30 SEPTEMBER 2017 AND 2016

(Translaon of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Res d Re
tain
ed E
erve
s an
arni
ngs
Sha
al
re C
apit
n Sh
Ow
ares
l Re
Lega
serv
e
Cur
renc
y
slat
tran
ion
Res
erve
Hed
ging
Res
erve
l Re
es i
Lega
serv
n
ord
ith
acc
anc
e w
cle
arti
342
º CS
C
Oth
er R
ese
rves
and
d
Ret
aine
Earn
ings
al
Tot
fit/
(Los
s)
Net
Pro
al
Tot
Non
trol
ling
con
Con
toll
ing
Inte
rest
s
(No
7)
te 1
al E
Tot
quit
y
(Am
sed
uro)
ts ex
in e
oun
pres
Attr ibut
able
to
Equ
ity H
olde
f Pa
rent
Co
rs o
mpa
ny
Bala
at 1
Jan
201
6 Re
ed
stat
nce
as
uary
1,00
0,00
0,00
0
(320
,000
,000
)
170
,940
,266
1,05
8,14
2
(239
,492
)
320
,000
,000
(578
,351
,961
)
(86,
593
,045
)
70,0
39,8
47
663
,446
,802
52,2
92,8
85
715
,739
,687
Tot
al c
nsiv
e in
e fo
r the
iod
om
pree
com
per
- - - (568
)
,007
307
,223
- 1,56
6,88
2
1,30
6,09
8
80,3
67,7
97
81,6
73,8
95
3,91
4,01
2
85,5
87,9
07
of p
rofi
t of
App
riat
ion
201
5
rop
nsfe
lega
l res
d re
tain
ed e
arni
Tra
r to
erve
s an
ngs
- - - - - - 70,0
39,8
47
70,0
39,8
47
(70,
)
039
,847
- - -
Divi
den
ds d
istri
bute
d
- - - - - - (40,
000
,000
)
(40,
000
,000
)
- (40,
000
,000
)
(114
,810
)
(40,
114
,810
)
Inco
dist
ribu
tion
me
- - - - - - - - - - (610
)
,230
(610
)
,230
f af
filia
ted
ies (
e 4)
Aqu
isitio
not
ns o
com
pan
- - - - - - - - - - 25,8
87,8
26
25,8
87,8
26
ial d
sal o
of
affi
liate
d co
Part
ispo
uisit
ions
nies
r aq
mpa
- - - - - - (5,1
89)
(5,1
89)
- (5,1
89)
11,0
59
5,87
0
Oth
ers
- - - - - - (11,
)
989
(11,
)
989
- (11,
)
989
21 (11,
)
968
Bala
at 3
0 Se
ber
201
6 Re
ed
ptem
stat
nce
as
1,00
0,00
0,00
0
(320
,000
,000
)
170
,940
,266
490
,135
67,7
31
320
,000
,000
(546
,762
,410
)
(55,
264
,278
)
80,3
67,7
97
705
,103
,519
81,3
80,7
63
786
,484
,282
Bala
at 1
Jan
201
7
nce
as
uary
1,00
0,00
0,00
0
(320
,000
,000
)
170
,940
,266
541
,768
1,94
8,40
5
320
,000
,000
(546
,738
,326
)
(53,
307
,887
)
80,4
71,6
32
707
,163
,745
83,2
89,1
08
790
,452
,853
al c
preh
for
the
od
Tot
ive
inco
peri
om
ens
me
- - - 1,30
7,99
8
(1,9
68)
15,2
- (1,0
71)
32,3
(1,6
41)
39,6
36,4
80,0
52
34,8
40,4
11
5,01
2,86
6
39,8
53,2
77
of p
rofi
t of
App
riat
ion
201
6
rop
Tra
nsfe
lega
l res
d re
tain
ed e
arni
r to
erve
s an
ngs
- - 3,90
5,50
2
- - - 76,5
66,1
30
80,4
71,6
32
(80,
471
,632
)
- - -
Divi
den
ds d
istri
bute
d
- - - - - - (40,
000
,000
)
(40,
000
,000
)
- (40,
000
,000
)
(1,1
62,2
25)
(41,
162
,225
)
Inco
dist
ribu
tion
me
- - - - - - - - - - (1,2
77,9
03)
(1,2
77,9
03)
isitio
f af
filia
ted
ies (
e 4)
Aqu
Not
ns o
com
pan
- - - - - - - - - - 3,19
8,59
0
3,19
8,59
0
Con
stitu
tion
of
affi
liate
d co
nies
mpa
- - - - - - - - - - 400
,000
400
,000
ial d
sal o
of
affi
liate
d co
Part
ispo
uisit
ions
nies
r aq
mpa
- - - - - - (32,
)
565
(32,
)
565
- (32,
)
565
(110
)
,864
(143
)
,429
Oth
ers
- - - - - - - - - - - -
Bala
ber
at 3
0 Se
201
7
ptem
nce
as
1,00
0,00
0,00
0
(320
)
,000
,000
174
,845
,768
1,84
9,76
6
33,1
37
320
,000
,000
(511
)
,237
,132
(14,
)
508
,461
36,4
80,0
52
701
,971
,591
89,3
49,5
72
791
,321
,163

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 SEPTEMBER 2017 AND 2016

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro) Notes rd Quarter 2017
3
3rd Quarter 2016 30 September 2017 30 September 2016
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 232,785,144 224,190,605 189,772,077 76,230,207
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 12 and 29 - - 21,009,032 -
Tangible assets and investment properties 6 35,158,219 512,889 37,007,169 230,797,052
Interests and similar income - 262,982 445,855 1,077,397
Loans granted - - 651,118 -
Dividends - - 130,000 455,023
Others 15,765 - 15,765 1,581
35,173,984 775,871 59,258,938 232,331,053
Cash Payments arising from:
Investments 29 (2,013,027) 2,500,221 (4,148,698) (65,343,994)
Tangible assets and investment properties (64,653,883) (61,283,244) (206,678,251) (199,493,773)
Loans granted (502) - (1,500,502) -
(66,667,412) (58,783,023) (212,327,451) (264,837,767)
Net cash used in investment activities (2) (31,493,428) (58,007,152) (153,068,513) (32,506,714)
FINANCING ACTIVITIES
Cash receipts arising from:
Investments 40,000 - 624,007 2,840,683
Loans obtained 1,412,411,351 1,790,491,878 4,368,965,445 4,456,793,252
Capital increases, additional paid in capital and share premiums 400,000 - 400,000 -
1,412,851,351 1,790,491,878 4,369,989,452 4,459,633,935
Cash Payments arising from:
Investments (128,929) (6,613,930) (2,589,173) (6,613,930)
Loans obtained (1,518,696,015) (1,874,530,279) (4,334,174,039) (4,443,702,510)
Interests and similar charges (4,453,172) (6,801,493) (12,663,720) (20,257,678)
Dividends (40,000,000) (40,138,613) (42,440,129) (40,746,481)
Others - (484,221) - (944,112)
(1,563,278,116) (1,928,568,536) (4,391,867,062) (4,512,264,711)
Net cash used in financing activities (3) (150,426,765) (138,076,658) (21,877,610) (52,630,776)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 50,864,951 28,106,795 14,825,955 (8,907,283)
Effect of foreign exchange rate 17,226 (635,488) 153,319 (683,671)
Cash and cash equivalents at the beginning of the period 14 65,821,524 39,475,117 101,996,613 76,441,012
Cash and cash equivalents at the end of the period 14 116,669,249 68,217,400 116,669,249 68,217,400

The accompanying notes are part of these condensed consolidated financial statements.

SONAE INVESTIMENTOS, SGPS, SA

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2017

(Amounts expressed in euro)

(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails.)

1 INTRODUCTION

Sonae Investimentos, SGPS, SA, has its head-office at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 9 and 33 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos's operations and operating segments are described in Note 5.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2016.

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable to economic period beginning on 1 January 2017, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRS - IC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.

Interim financial statements are presented quarterly, in accordance with IAS 34 - "Interim Financial Reporting".

The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company, subsidiaries and joint ventures adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

New accounting standards and their impact on the consolidated financial statements:

Up to the date of approval of these consolidated financial statements, the European Union endorsed the following standards, interpretations, amendments and revisions some of which become mandatory during the year 2017:

Effective Date (for
With mandatory application during 2017: financial years
beginning on or
after)
IAS 7 (amendment) -
Statement of cash flows (introducing additional disclosures
related to cash flows from financing activities)
01 Jan 2017
IAS 12 (amendment) -
Income taxes (clarify the conditions for recognition and
measurement of tax assets resulting from unrealized losses)
01 Jan 2017

These standards were applied by the Group in 2017, however there were no significant impacts on these financial statements.

The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future economic exercises:

Effective Date (for
With mandatory application after 2017: financial years
beginning on or
after)
IFRS 9 -
Financial instruments (establishes the new requirements regarding the
classification and measurement of financial assets and liabilities, the methodology
for calculating impairment and for the application of hedge accounting rules)
01 jan 2018
IFRS 15 -
Revenue from contracts with customers (introduces a principles-based

revenue recognition framework based on a template to be applied to all contracts with customers) 01 Jan 2018

IFRS 16 –
Leases -
(recognition and measurement principles)
01 Jan 2019
IFRS 15 (amendment) - Revenue from contracts with customers (various

clarifications are introduced in the standard to eliminate the possibility of divergent interpretations of various topics) 01 Jan 2018

IFRS 4 (amendment) - Insurance contracts (provides guidance on the application of IFRS 4 in together with IFRS 9) 01 Jan 2018

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 September 2017, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group.

The following standards, interpretations, amendments and revisions haven't been, until the date of approval of these financial statements, endorsed by the European Union:

With mandatory application after 2017: Effective Date (for
financial years
beginning on or after)
IFRS 17 –
Insurance contracts
01 Jan 2021
IFRS 2 (amendment) -
Share-based payments (various clarifications are included in
the standard relating to the recording of cash-settled share-based payment
transactions, (ii) recording changes to share-based payment transactions (Of net
settled to equity settlement), (iii) the classification of transactions with net
settlement characteristics)
01 Jan 2018
IFRS 9 (amendment) –
Prepayment features with negative compensation
01 Jan 2019
IAs 28 (amendment) –
Long-term interests in associates and joint ventures
01 Jan 2019
IFRS 40 (amendment) -
Investment properties (clarify that the change in classification
from or to investment property should only be made when there is evidence of a
change in the use of the asset)
01 Jan 2018
IFRIC 22 -
Transactions in foreign currency and advances (establish the date of the
initial recognition of the advance or deferred income as the date of the transaction
for determining the exchange rate of the recognition of the revenue)
01 Jan 2018
IFRIC 23 –
Uncertainly over income tax treatments (clarifies the accounting for
uncertainties in income taxes)
01 Jan 2019
Annual Improvements to IFRS (cycle 2014-2016) 01 Jan 2017 and
01 Jan 2018

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 September 2017, since their application is not mandatory, lying in the process of analysing expected effects of those standards.

3 RESTATEMENT OF FINANCIAL STATEMENT

The Losan Group is a multinational group and the parent company based in Spain, specializes in the wholesale business of children's wear. This acquisition aimed to improve skills in the supply chain and strengthen international capacity expansion of Sonae through wholesale channels. These companies were incorporated in the consolidated financial statements as at 31 December 2015 period from which Sonae began to exercise control over its activities.

IVN – Serviços Partilhados, SA holds the brand Salsa which is a Portuguese brand of jeanswear of international renown, recognized for its entrepreneurial spirit and the development of innovative products. Being a truly international company, its products can be found in about 2,000 points of sale in 32 countries.

Following the acquisition of these companies, a preliminary assessment was made regarding the fair value of the assets acquired and the liabilities assumed. The fair value was determined through various valuation methodologies for each type of asset or liability, based on the best information available.

The main adjustments to fair value made under this process were:

  • (i) Wholesale customer portfolio (13.1 million euro in Losan and 35.5 million euro in Salsa), valued based on the discounted cash-flow methodology, using discount rates based on the weighted average cost of the segment's capital (11%), where Companies are included and considering an average retention rate of customers of 84% based on historical data, for Losan and 9.4% for wholesale Salsa's customers. These portfolios will be amortized on a straight-line basis based on the estimated average retention period of customers (10 years);
  • (ii) Losan brand (11.6 million euros), valued based on the released royalty methodology and for which no defined life was identified;
  • (iii) Salsa brand (51 million euro) was valued based on the methodology of the released royalties, using for this purpose the discount rates based on weighted average cost of capital of the segment where the companies fall (11%) and a royalty rate of 4%, and for which was not estimated a defined useful life;
  • (iv) Real estate assets in Salsa (15.8 million euro) were valued based on a preliminary external valuation of the mentioned assets, which had been obtained prior to the acquisition, the new evaluation process was completed in 31 May 2017;
  • (v) contingent liabilities in Salsa relating to present obligations in the amount of 6 million euro, over which there were also recognized indemnifying assets as contractually supported; and
  • (vi) Contingent liabilities in Losan relating to present liabilities amounting to 0.9 million euro;

For the remaining assets and liabilities, no significant differences were identified between the fair value and the respective book value. As usually happens in the concentrations of business activities also in this operation could not be assigned, in accounting terms, the fair value of identifiable assets and liabilities assumed part of the cost of acquisition, being that component recognized as goodwill and recorded under the caption Intangible Assets.

The above valuations correspond to Level 3 of Fair Value, in accordance with IFRS 13.

As these acquisitions occurred at the end of the year 2015 and on June 30, 2016, for Losan and Salsa respectively, only at the end of 2016, in the case of Losan and during the first half of 2017 in the case of Salsa, was it possible to complete the fair value calculation exercise and Goodwill calculation.

The impact of these evaluations in the consolidated financial statements as at 30 September 2016 was as follows:

30 September 2016
Adjustments to fair value
Before the
After the
Amounts in thousands of euros restatement Losan Salsa restatement
Assets
Tangible and Intangible assets 1,793,469 24,198 98,030 1,915,697
Goodwill 684,068 (18,960) (122,452) 542,656
Investments 66,125 - - 66,125
Deferred tax assets 59,795 225 1,268 61,288
Other non-current assets 12,060 - 2,464 14,524
Non-current assets 2,615,517 5,463 (20,690) 2,600,290
Inventories 672,071 - (1,187) 670,884
Trade account receivables 69,620 (400) (276) 68,944
Other debtors 282,567 1,417 448 284,432
Investments 870 - - 870
Cash and cash equivalents 84,542 - - 84,542
Current assets 1,109,670 1,017 (1,015) 1,109,672
Total assets 3,725,187 6,480 (21,705) 3,709,962
Liabilities - - - -
Loans 628,287 - - 628,287
Other non-current liabilities 439,063 - - 439,063
Deferred tax liabilities 62,511 5,950 20,279 88,740
Provisions 11,351 900 5,077 17,328
Non-current liabilities 1,141,212 6,850 25,356 1,173,418
Loans 180,040 - - 180,040
Other current liabilities 1,569,062 - 958 1,570,020
Total current liabilities 1,749,102 - 958 1,750,060
Total liabilities 2,890,314 6,850 26,314 2,923,478
Shareholders' funds excluding non-controlling interests 705,881 (370) (409) 705,103
Non-controlling interests 128,992 - (47,611) 81,381
Total shareholders' funds 834,873 (370) (48,020) 786,484
Total shareholders' funds and liabilities 3,725,187 6,480 (21,705) 3,709,962
30 September 2016
Amounts in thousands of euros Before the
restatement
Adjustments
to fair value
Losan
Adjustments
to fair value
Salsa
After the
restatement
Total revenue 3,765,475 - - 3,765,475
Other income 575,090 - - 575,090
Cost of goods sold and materials consumed (3,068,973) - - (3,068,973)
Changes in stocks of finished goods and work in progress 1,502 - - 1,502
Other expenses (1,145,780) (493) (1,035) (1,147,308)
Financial results (43,984) - - (43,984)
Share of results of joint ventures and associetad companies (571) - - (571)
Profit/(Loss) before taxation 82,760 (493) (1,035) 81,232
Taxation 2,626 123 217 2,966
Consolidated Profit/(Loss) for the period 85,386 (370) (818) 84,198
Attributable to:
Equity holders of the Parent Company 81,146 (370) (409) 80,368
Non-controlling interests 4,239 - (409) 3,830

On May 31, 2017, an external evaluation was made to a group of properties of Salsa based on the market value, resulting in a reduction of the fair value calculated on December 31, 2016 in the amount of 4,384,000 euro.

The impact of this valuation in the statement of financial position as at 31 December 2016 can be analysed as follows:

31 December 2016
Amounts in thousands of euros Before the
restatement
Adjustments
to fair value
Salsa
After the
restatement
Assets
Tangible and Intangible assets 1,939,737 (4,384) 1,935,353
Goodwill 542,342 1,731 544,073
Other non-current assets 127,150 - 127,150
Non-current assets 2,609,228 (2,653) 2,606,575
Current assets 1,119,365 - 1,119,365
Assets classified as held for sale 19,523 - 19,523
Total assets 3,748,116 (2,653) 3,745,463
Liabilities
Loans and other non-current liabilities 1,060,537 - 1,060,537
Deferred tax liabilities 102,935 (921) 102,014
Non-current liabilities 1,163,472 (921) 1,162,551
Total current liabilities 1,780,732 - 1,780,732
Non-current liabilities available for sale 11,727 - 11,727
Total liabilities 2,955,931 (921) 2,955,010
Shareholders' funds excluding non-controlling interests 707,164 - 707,164
Non-controlling interests 85,021 (1,732) 83,289
Total shareholders' funds 792,185 (1,732) 790,453
Total shareholders' funds and liabilities 3,748,116 (2,653) 3,745,463

4 CHANGES IN CONSOLIDATION PERIMETER

4.1 The major acquisitions of subsidiaries occurred in the period ended at 30 September 2017 were as follows:

The acquisitions of companies included in the consolidation by the integral method can be analyzed as follows:

COMPANY Head Office Direct Total
Sonae MC
Brio - Produtos de Agricultura Biológica, SA Matosinhos 100.00% 100.00%
Go Well - Promoção de Eventos, Catering e Consultoria, SA Lisbon 51.00% 51.00%

In December 2016, Sonae MC concluded an agreement with the shareholders of GO WELL – Promoção de Eventos, Catering e Consultoria, S.A. (Go Well) for the acquisition of 51% of the share capital. This transaction became effective in May 2017. Go Well operates in 24 specialized restaurants in healthy food in Portugal, typically located in shopping centres, and has a variety of concepts such as grab&go, sushibar, freshly and breakfasts. Go Well operates exclusively through the brand "Go Natural" and in 2015, generated a turnover of 6.4 million euro.

In April 2017, an affiliated of the Group concluded an agreement with the shareholders of BRIO - Produtos de Agricultura Biológica, S.A. (BRIO) for the acquisition of 100% of BRIO's share capital. Established in 2008, Brio is the first organic supermarket chain launched in Portugal, and explores six supermarkets specialized in organic food, all with convenience locations in the metropolitan area of Lisbon.

Following the previous agreement to acquire 51% of GO WELL's share capital and the opening of the first supermarket entirely dedicated to organic and healthy food, the acquisition of BRIO will enable Sonae MC to accelerate its position in strategic Health & Wellness growth, particularly in the healthy food segment, benefiting from the BRIO store network, the high degree of specialization of the teams and a broad network of suppliers.

The effects of these acquisitions in the consolidated financial statements can be analysed as follows:

On the date of
acquisition
30 September 2017
Net assets
Tangible and intangible assets (Note 6 and 7) 1,386,220 1,610,134
Inventories 586,950 696,695
Deferred tax assets (Note 20) 353,206 -
Other assets 1,265,286 1,632,678
Cash and cash equivalents 431,553 577,734
Loans (306,265) (87,134)
Other liabilities (3,448,730) (4,277,399)
268,220 738,723
Goodwill (Note 8) 7,510,621
Non-controlling interests (Note 17) 3,198,590
Acquisition cost 4,580,251
Effective cash payment 4,580,251
4,580,251
Net cash-flow arising from acquisition
Effective cash payment 4,580,251
Cash and cash equivalents acquired (431,553)
4,148,698
On the date of
acquisition
9 months
Sales 4,746,903 9,234,729
Other income 108,371 190,366
Cost of goods sold and materials consumed (2,345,532) (4,731,463)
External supplies and services (1,155,878) (2,123,847)
Other expenses (1,789,764) (3,111,473)
Net financial expenses (8,988) (19,636)
Share of results of joint ventures and associated undertakings 10 (6,682)
Profit/(Loss) before taxation (444,878) (568,006)
Profit/(Loss) before taxation 227,042 227,709
Profit/(Loss) after taxation (217,836) (340,297)

4.2 Impact resulting from fair value allocation to IVN Group as at June 2016

The impact resulting from the imputation of fair value to the assets acquired and liabilities assumed in the acquisition of IVN Group in June 2016 is as follows:

Salsa
Amounts in euro Financial Position
before aquisition
Adjustments
to fair value
Fair value on
acquisition
date
30 September
2016
Net acquired assets
Tangible assets (Note 6) 11,448,717 12,593,828 24,042,545 12,132,087
Intangible assets (Note 7) 2,477,267 86,470,000 88,947,267 2,331,708
Inventories 21,955,255 (1,186,503) 20,768,752 22,520,322
Deferred tax assets 1,691,120 1,267,477 2,958,597 1,691,120
Other assets 17,073,717 172,540 17,246,257 15,897,092
Cash and cash equivalents 7,501,069 - 7,501,069 1,487,859
Loans (57,408,768) - (57,408,768) (52,448,754)
Deferred tax liabilities - (20,496,392) (20,496,392) -
Other liabilities (26,105,867) (6,035,603) (32,141,470) (22,722,664)
Total net acquired assets (21,367,490) 72,785,347 51,417,857 (19,111,230)
Goodwill (Note 8) - 45,096,094 -
Non-controlling interests (Note 17) - (25,887,826) -
Indemnity assets - 2,463,875 -
Acquisition price - 73,090,000 -
Effective cash paid 73,090,000 -
73,090,000 -
Net cash flow resulting from the acquisition
Effective cash paid 73,090,000 -
Cash and cash equivalents acquired (7,501,069) -
65,588,931 -

5 SEGMENT INFORMATION

Sonae Investimentos is a group of retail and has five segments:

  • Sonae MC is the food retail unit, operating 41 Continente hypermarkets, 129 Continente Modelo supermarkets, 87 convenience stores Bom Dia, 24 restaurants Go Natural, 283 stores operated under franchise Meu Super and 210 parapharmacy Well´s;

  • Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 238 physical stores in Iberia;

  • Sports&Fashion directly operating 380 own stores sports and clothing products, combined with a franchise network of 139 stores;

  • Sonae RP is the retail real estate unit which actively manages properties of Sonae, composed mainly of stores operating under the brand Continente and under other brands of Sonae;

  • Maxmat is a company that operates in the retail DIY products, building and garden with a network of 30 stores.

These operating segments have been identified taking into consideration that each of these segments have separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.

The list of Group companies and their businesses are detailed in Note 33.

The main operating segment information as at 30 September 2017, 2016 and 31 December 2016 can be detailed as follows:

30 September 2017 Turnover Depreciation and
amortisation
Provisions and
impairment losses
Direct EBIT
Sonae MC 2,814,090,970 73,074,412 438,339 66,020,338
Worten 689,393,715 19,632,048 2,030,007 (9,772,123)
Sports & Fashion 436,678,097 25,226,725 1,056,625 (16,815,928)
Sonae RP 68,690,076 18,158,860 - 51,571,948
Maxmat 57,713,409 1,316,444 - 3,414,301
Others, eliminations and adjustments (39,641,285) 1,306,511 6,875 (17,306,879)
Total consolidated 4,026,924,982 138,715,000 3,531,845 77,111,658
30 September 2016 Restated Turnover Depreciation and
amortisation
Provisions and
impairment losses
Direct EBIT
Sonae MC 2,684,565,804 67,094,024 551,039 71,758,297
Worten 633,867,121 18,606,866 741,878 (16,205,834)
Sports & Fashion 373,748,770 17,762,366 746,375 (24,498,383)
Sonae RP 69,211,176 17,721,870 6,536,987 99,498,441
Maxmat 53,370,718 1,464,379 - 2,474,549
Others, eliminations and adjustments (49,288,805) 2,296,786 1,578 (7,404,733)
Total consolidated 3,765,474,784 124,946,291 8,577,857 125,622,337
Investment (CAPEX) Invested capital
30 September 2017 30 September 2016 30 September 2017 31 December 2016
Sonae MC 109,308,993 114,328,829 584,441,295 562,784,619
Worten 25,514,367 19,658,938 (27,464,057) (65,635,006)
Sports & Fashion 26,732,551 98,859,948 373,721,784 368,127,330
Sonae RP 27,779,068 41,807,629 885,968,312 930,735,887
Maxmat 719,940 611,185 32,929,414 33,050,597
Others, eliminations and adjustments 2,711,489 6,589,930 43,159,353 38,978,221

Total consolidated 192,766,406 281,856,460 1,892,756,100 1,868,041,647

The intra-groups of the turnover can be analysed by following:

Turnover 30 September 2017
Inter-group
30 September 2016
Inter-group
Sonae MC (1,432,194) (1,350,759)
Worten (2,810,195) (3,099,228)
Sports & Fashion (22,976,344) (19,388,174)
Sonae RP (61,294,347) (61,506,559)
Total consolidated (88,513,080) (85,344,720)

The caption " Others, eliminations and adjustments " can be analysed as follows:

Direct EBIT
30 September 2017 30 September 2016
Restated
30 September 2017 30 September 2016
Restated
(88,513,080) (85,456,516) - -
- - (8,948,292) (59,785)
26,082,700 12,050,889 1,069,579 (1,261,929)
22,789,095 24,116,822 (9,428,166) (4,967,209)
(39,641,285) (49,288,805) (17,306,879) (7,404,733)
Invested capital
30 September 2017 30 September 2016
Restated
30 September 2017 31 December 2016
- - 41,927,908 51,712,737
- - - -
105,773 1,039,311 4,824,688 3,503,912
2,605,716 5,550,619 (3,593,243) (16,238,428)
2,711,489 6,589,930 43,159,353 38,978,221
Turnover
Investment

All performance measures are reconciled to the financial statements in note 31.

Glossary:

Net Invested capital = Total net debt + total shareholder funds;

Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments.

Other eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, ie are included in addition to Sonae Investimentos SGPS companies identified as "Others" in Note 33;

Investments (CAPEX) = Gross Investment in tangible and intangible assets and investments in acquisitions.

6 TANGIBLE ASSETS

During the nine-month period ended at 30 September 2017 and 2016, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Tangible assets
Other Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Gross assets:
Opening balance as at 1 January 2017 1,368,650,242 1,424,680,843 201,951,455 30,457,184 3,025,739,724
Fair value of acquired assets (Note 3) (4,384,000) - - - (4,384,000)
Opening balance as at 1 January 2017 Restated 1,364,266,242 1,424,680,843 201,951,455 30,457,184 3,021,355,724
Acquisitions 7,645,520 2,936,218 967,095 140,737,163 152,285,996
Acquisitions of subsidiaries (Note 4.1) 1,443,695 2,624,130 450,095 - 4,517,920
Disposals (30,139,155) (49,824,586) (6,245,947) (1,472,127) (87,681,815)
Exchange rate effect (6,258) 221 (70,154) - (76,191)
Transfers 12,486,006 100,449,496 12,300,327 (126,988,262) (1,752,433)
Closing balance as at 30 September 2017 1,355,696,050 1,480,866,322 209,352,871 42,733,958 3,088,649,201
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 397,006,243 869,466,288 152,371,902 110,824 1,418,955,257
Depreciation of the period 16,527,893 83,282,741 13,122,823 - 112,933,457
Impairment losses for the period (Note 23) 81,877 67,108 14,914 - 163,899
Acquisitions of subsidiaries (Note 4.1) 1,163,331 1,526,940 507,758 - 3,198,029
Disposals (6,336,242) (44,494,115) (6,085,657) - (56,916,014)
Exchange rate effect (3,390) - (49,247) - (52,637)
Transfers 400,526 (120,369) (799,433) - (519,276)
Closing balance as at 30 September 2017 408,840,238 909,728,593 159,083,060 110,824 1,477,762,715
Carrying amount as at 30 September 2017 946,855,812 -
571,137,729
50,269,811 42,623,134 1,610,886,486
Tangible assets
Land and
buildings
Plant and
machinery
Other
tangible
assets
Tangible
assets
in progress
Total
tangible
assets
Gross assets:
Opening balance as at 1 January 2016 1,339,900,206 1,319,040,930 180,728,612 24,060,810 2,863,730,558
Acquisitions 16,312,471 809,270 1,037,256 159,509,766 177,668,763
Acquisitions of subsidiaries (Note 4.2) 34,845,231 11,926,849 7,907,348 54,009 54,733,437
Disposals (33,086,223) (35,657,668) (4,677,985) (1,247,387) (74,669,263)
Exchange rate effect 75,518 (87) 40,992 (1,161) 115,262
Transfers 21,667,586 113,909,848 13,267,821 (148,652,949) 192,306
Closing balance as at 30 September 2016 Restated 1,379,714,789 1,410,029,142 198,304,044 33,723,088 3,021,771,063
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2016 367,696,952 816,708,115 140,185,808 - 1,324,590,875
Depreciation of the period 15,681,587 78,727,595 11,126,607 - 105,535,789
Impairment losses for the period (Note 23) 6,367,467 - - - 6,367,467
Acquisitions of subsidiaries (Note 4.2) 16,826,334 7,593,819 6,270,740 - 30,690,893
Disposals (5,881,276) (28,088,436) (4,427,836) - (38,397,548)
Exchange rate effect 69,445 - 32,463 - 101,908
Transfers 118,557 (685,784) (66,895) - (634,122)
Closing balance as at 30 September 2016 Restated 400,879,066 874,255,309 153,120,887 - 1,428,255,262
Carrying amount as at 30 September 2016 Restated 978,835,723 535,773,833 45,183,157 33,723,088 1,593,515,801

The investment includes the acquisition of assets of approximately 152.3 million euro (177.7 million euro as at 30 September 2016), associated with the opening and remodelling of stores.

During the period ended at 30 September 2017 and 2016, several sale and leaseback transactions were accounted for by the Group. The accounting values of the disposed assets, approximately, 23.4 million euro (158 million euro as at 30 September 2016), corresponds to 4 real estate food retail assets located in Portugal (16 real estate food retail assets located in Portugal and 3 stores Worten in Spain in 2016). Assets disposed in 2016, were classified in the above movement in disposals in 2016, 27 million euros and the remaining assets were recorded as non-current assets held for sale. These operations resulted in a cash inflow of 34.7 million euro (230 million euro as at 30 September 2016) and generated a net capital gain of approximately, 10.1 million euro (63.1 million euro as at 30 September 2016) (Note 26).

The caption "Acquisitions of subsidiaries", at September 30, 2016, includes the amount of 24,042,545 relating to the acquisition of Grupo Salsa (Note 4.2).

The most significant values under the caption "Tangible assets in progress" refer to the following projects:

30 September 2017 30 September 2016
Refurbishment and expansion of stores located in Portugal 38,862,553 28,476,584
Refurbishment and expansion of stores located in Spain 1,233,773 2,981,488
Projects of stores for which advance payments were made 1,296,000 1,206,000
Others 1,230,808 1,059,016
42,623,134 33,723,088

The caption "Impairment losses for tangible assets" can be detailed as follows:

Terrenos e
edifícios
Equipamento
básico
Outros ativos fixos
tangíveis
Ativos fixos
tangiveis em
curso
Total ativos
fixos tangiveis
Perdas por Imparidade
Saldo inicial a 1 de janeiro de 2017 90,802,912 28,067,641 555,437 110,824 119,536,814
Perdas por Imparidade do período (Nota 23) 81,877 67,108 14,914 - 163,899
Aquisição de filiais (Nota 23) - - 169,244 - 169,244
Diminuições do período (387,817) (3,910,072) (62,706) - (4,360,595)
Transferências 3,944 135,119 (210,305) - (71,242)
Saldo final a 30 de setembro de 2017 (Nota 23) 90,500,916 24,359,796 466,584 110,824 115,438,120

7 INTANGIBLE ASSETS

During the nine-month period ended at 30 September 2017 and 2016, the movements in intangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Intangible assets
Patents Other Intangible Total
and other intangible assets intangible
similar rights assets in progress assets
Gross assets
Opening balance as at 1 January 2017 166,652,955 378,595,941 27,309,726 572,558,622
Acquisitions 1,000 313,234 33,864,859 34,179,093
Acquisitions of subsidiaries (Note 4.1) 13,500 138,687 - 152,187
Disposals (110,040) (979,257) (388,369) (1,477,666)
Exchange rate effect (40,944) (69,529) - (110,473)
Transfers 151,736 18,576,444 (19,113,030) (384,850)
Closing balance as at 30 September 2017 166,668,207 396,575,520 41,673,186 604,916,913
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 28,141,659 211,464,528 - 239,606,187
Depreciation of the period 1,507,562 24,273,981 - 25,781,543
Acquisitions of subsidiaries (Note 4.1) 6,222 79,636 - 85,858
Disposals (65,499) (969,756) - (1,035,255)
Exchange rate effect (31,912) (57,478) - (89,390)
Transfers (1,049) (33,230) - (34,279)
Closing balance as at 30 September 2017 29,556,983 234,757,681 - 264,314,664
Carrying amount as at 30 September 2017 137,111,224 161,817,839 41,673,186 340,602,249
Intangible assets
Patents
and other
Other
intangible
Intangible
assets
Total
intangible
similar rights assets in progress assets
Gross assets
Opening balance as at 1 January 2016 104,002,453 284,976,051 26,896,520 415,875,024
Fair value of acquired assets (Note 3) 11,559,000 13,132,000 - 24,691,000
Opening balance as at 1 January 2016 Restated 115,561,453 298,108,051 26,896,520 440,566,024
Acquisitions 48,000 547,816 23,416,774 24,012,590
Acquisitions of subsidiaries (Note 4.2) 51,000,000 41,288,744 99,731 92,388,475
Disposals (94,666) (298,922) (237,553) (631,141)
Exchange rate effect (21,613) 106,293 - 84,680
Transfers 175,966 21,653,860 (22,008,826) (179,000)
Closing balance as at 30 September 2016 Restated 166,669,140 361,405,842 28,166,646 556,241,628
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2016 27,000,338 184,475,276 - 211,475,614
Depreciation of the period 597,194 18,813,278 - 19,410,472
Acquisitions of subsidiaries - 3,441,212 - 3,441,212
Disposals (94,666) (203,337) - (298,003)
Exchange rate effect (16,344) 59,866 - 43,522
Transfers (47) (12,436) - (12,483)
Closing balance as at 30 September 2016 Restated 27,486,475 206,573,859 - 234,060,334
Carrying amount as at 30 September 2016 Restated 139,182,665 154,831,983 28,166,646 322,181,294

8 GOODWILL

Goodwill is allocated to each of the operating segment and within each segment to each of the homogeneous groups of cash generating units.

Goodwill is allocated to each operating business segment, Sonae MC, Worten and Sports & Fashion, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment and country, distributed by country and each of the properties in case of operating segment Sonae RP.

On 30 September 2017 and 31 December 2016, the caption "Goodwill" was made up as follows by insignia and country:

30 September 2017
Portugal Spain Total
Sonae MC 442,618,730 - 442,618,730
Worten 53,422,018 - 53,422,018
Sports & Fashion 52,358,112 341,312 52,699,424
Sonae RP 2,563,501 - 2,563,501
550,962,361 341,312 551,303,673
31 December 2016
Portugal Spain Total
Sonae MC 435,108,109 - 435,108,109
Worten 53,422,018 - 53,422,018
Sports & Fashion 52,358,112 95,495 52,453,607
Sonae RP 3,089,453 - 3,089,453
543,977,692 95,495 544,073,187

On 30 September 2017 and 2016, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:

30 September 2017 30 September 2016
Restated
Gross value:
Opening balance 549,983,175 526,058,679
Re-allocation of Goodwill to fair value of assets acquired
(Note 3)
1,731,680 (18,960,204)
Opening balance restated 551,714,855 507,098,475
Goodwill generated in the period (Note 4) 7,510,621 45,096,094
Other variations (280,135) (1,896,669)
Closing balance 558,945,341 550,297,900
Accumulated impairment
losses:
Opening balance 7,641,668 7,641,668
Increases - -
Closing balance 7,641,668 7,641,668
Carrying amount 551,303,673 542,656,232

9 INVESTMENTS IN JOINT VENTURES AND ASSOCIATE COMPANIES

9.1 Detail of the book value of investments in joint ventures and associated companies

The Joint Venture and Associates, their head offices, percentage of share capital held and the value of the statement of financial position as at 30 September 2017 and 31 December 2016 are as follows:

Percentage of capital held
30 September 2017 31 December 2016 Statment of financial position
Company Head Office Direct* Total* Direct* Total* 30 September 2017 31 December 2016
Sohi Meat Solutions - Distribuição de
1)
Carnes, SA
Santarém 50.00% 50.00% 100.00% 100.00% 3,773,351 -
Investments in joint ventures 3,773,351 -
APOR- Agência para a Modernização do
Porto, SA
Porto 22.75% 22.75% 22.75% 22.75% 312,450 323,194
MDS SGPS, SA (consolidated) Maia 47.52% 47.52% 47.53% 47.53% 30,786,534 41,382,361
MOVVO, SA Porto 25.58% 25.58% 25.58% 25.58% - 2,793,649
2) S2 Africa Limited Valletta 30.00% 30.00% - - 2,939 -
S2 Mozambique, SA Maputo 30.00% 30.00% 30.00% 30.00% 1,541,691 1,406,711
Sempre a Postos - Produtos Alimentares e
Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 973,367 1,338,322
Ulabox, S.L. Barcelona 40.41% 40.41% 39.18% 39.18% 3,037,575 3,817,381
Investments in associated companies 36,654,556 51,061,618
Total 40,427,907 51,061,618

* the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

1) Sohi Meat Solutions, results from the agreement signed on 3 January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group. Since then, Sohimeat has been consolidated using the equity method due the loss of control (Note 15);

2) Associated company created in the period.

Joint ventures and associated companies were included in the consolidated financial statements by the equity method.

9.2 Summary financial information of financial investments

9.2.1 Joint ventures

Summary financial information of joint ventures can be analysed as follows:

Sohi Meat
Joint Ventures 30 September 2017
Assets
Tangible and Intangible assets 17,623,312
Deferred tax assets 744
Non-current assets 17,624,056
Trade account receivables 47,832,484
Cash and cash equivalents 429,424
Other current assets 12,320,518
Current assets 60,582,426
Total assets 78,206,482
Liabilities
Other non-current liabilities 295,440
Non-current liabilities 295,440
Trade creditors 58,398,475
Other current liabilities 11,232,360
Total current liabilities 69,926,275
Shareholders' funds excluding non-controlling interests 7,984,767
Total equity and liabilities 78,206,482
Sohi Meat
Joint Ventures 30 September 2017
Turnover 204,282,407
Other operating income 23,899,639
228,182,046
Cost of goods sold and materials consumed (188,022,728)
External supplies and services (6,108,632)
Staff costs (4,985,616)
Operational expenses (25,171,699)
(224,288,675)
Financial results 2
Income taxation (952,056)
Consolidated net income/(loss) for the year 2,941,317
Other comprehensive income for the period -
Total comprehensive income for the period 2,941,317

9.2.2 Associated companies

Summary financial information of associated companies can be analysed as follows:

30 September 2017
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Non-current assets 56,023,027 900,002 1,506,515 3,661,404 679,291
Current assets 19,887,159 9,679,448 1,685,171 2,610,207 2,406,609
Non-current liabilities 24,858,278 - 2,252,137 93,992 1,955,112
Total current liabilities 23,505,289 6,685,985 1,095,243 1,470,818 785,636
Shareholders' funds and non-controlling interests 27,546,619 3,893,465 (155,694) 4,706,801 345,151

9 Months Results 2017

SONAE INVESTIMENTOS, SGPS, SA

Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Non-current assets 61,968,120 1,205,266 1,176,547 3,517,781 986,708
Current assets 18,759,708 10,371,548 1,662,970 1,838,977 3,316,322
Non-current liabilities 24,013,978 - - - 2,240,946
Total current liabilities 25,520,031 6,223,527 531,941 667,722 977,842
Shareholders' funds and non-controlling interests 31,193,819 5,353,287 2,307,575 4,689,036 1,084,243
30 September 2017
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Turnover 35,056,975 42,470,711 6,801,748 5,558,651 579,784
Other operational income 570,973 2,587,217 326,009 144,467 14,338
Operational expenses (36,301,824) (42,622,143) (9,713,455) (8,540,649) (2,196,361)
Net finantial expense (635,650) 4,414 - 638,359 (3,519)
Share of results of joint ventures and associetad
companies
24,414 - - - -
Taxation 24,465 (580,731) - (144,988) -
Consolidated net income/(loss) for the period (1,260,647) 1,859,468 (2,585,698) (2,344,160) (1,605,758)
Other comprehensive income for the period - - - - -
Total comprehensive income for the period (1,260,647) 1,859,468 (2,585,698) (2,344,160) (1,605,758)
30 September 2016
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox Others
Turnover 32,989,329 40,864,158 5,227,655 197,438
Other operational income 811,747 2,823,050 175,379 70,914
Operational expenses (31,723,940) (41,506,903) (8,655,271) (2,439,830)
Net finantial expense (1,071,182) 7,464 - (8,305)
Share of results of joint ventures and associetad
companies
(107,813) - - -
Taxation (56,827) (515,485) - (38)
Consolidated net income/(loss) for the period 841,314 1,672,284 (3,252,237) (2,179,821)
Other comprehensive income for the period - - - -
Total comprehensive income for the period 841,314 1,672,284 (3,252,237) (2,179,821)

9.3 Movements occurred in the period

During the period ended at 30 September 2017 and 2016, movements in investments in joint ventures and associates are as follows:

30 September 2017 30 September 2016
Proportion on
equity
Goodwill Total
investment
Proportion on
equity
Goodwill Total
investment
Joint ventures
Initial balance as at January,1 - - - - - -
Change of consolidation method 2,703,451 - 2,703,451 - - -
Equity method:
Effect in gain or losses in joint ventures 1,069,900 - 1,069,900 - - -
3,773,351 - 3,773,351 - - -
Associated companies
Initial balance as at January,1 22,403,095 28,658,523 51,061,618 21,073,725 26,508,602 47,582,327
Acquisitions during the period - - - 1,607,217 - 1,607,217
Aquisitions, capital increase and supplementary
capital entries
1,319,299 - 1,319,299 2,117,132 - 2,117,132
Transfer of "Other non-current Investments - - - 1,102,139 2,149,921 3,252,060
Alienações durante o exercício (13,550) - (13,550) - - -
Equity method:
Effect in gain or losses in associated
companies
(2,433,437) - (2,433,437) (570,878) - (570,878)
Distributed dividends (829,823) - (829,823) (352,945) - (352,945)
Other effects on reserves (997,656) - (997,656) 1,566,882 - 1,566,882
Accumulated impairment losses (Note 25) (11,451,896) - (11,451,896) - - -
7,996,033 28,658,523 36,654,556 26,543,272 28,658,523 55,201,795
Total 11,769,384 28,658,523 40,427,907 26,543,272 28,658,523 55,201,795

The value of the "Change in consolidation method for the loss of control" in the amount of 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA. This company results from the agreement signed on 3rd January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group PLC through a capital increase of this Group in Sohi Meat. Since then, Sohi Meat has been consolidated using the equity method (Note 15).

10 OTHER INVESTMENTS

Other non-current investments, their head offices, percentage of share capital held and book value as at 30 September 2017 and 31 December 2016, are as follows:

Percentage of capital held
30 September 2017 31 December 2016 Statment of financial position
Company Head Office Direct Total Direct Total 30 September 2017 31 December 2016
Dispar - Distrib. de Participações, SGPS, SA Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 925,197 925,197
Other investments 9,955,928 9,975,474
10,894,040 10,910,647

As at 30 September 2017 the caption "Other investments" includes, among others, 9,931,869 euro (9,966,231 euro in 31 December 2016) related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Notes 23 and 24).

As at 30 September 2017 and 31 December 2016, the movements in "Other investments" made up as follows:

30 September 2017 30 September 2016
Non Current Current Non Current Current
Other investments:
Opening balance as at 1 January 10,910,647 - 12,164,765 -
Increases in the period 17,754 - 1,000,833 -
Transfer to "Associated companies" - - (1,963,874) -
Decreases in the period (34,361) - (278,913) -
Closing balance as at 30 September 10,894,040 - 10,922,811 -
Derivative financial instruments
Fair value as at 1 January - 4,207,972 - 2,506,086
Increase/(Decrease) in fair value - (3,674,916) - (1,635,860)
Fair value as at 30 September (Note 19) - 533,056 - 870,226
Total of Other Investments 10,894,040 533,056 10,922,811 870,226

11 OTHER NON-CURRENT ASSETS

As at 30 September 2017 and 31 December 2016, "Other non-current assets" are detailed as follows:

30 September 2017 31 December 2016
Loans granted to related parties 1,500,001 651,119
Trade accounts receivable and other debtors
Bails (a) 5,107,099 5,043,273
Legal deposits (b) 802,120 762,246
Special regime for payment of tax and social security debts (c) 6,213,629 6,213,629
Amount receivable for selling the Modelo Cont.Seguros 1,000,000 2,450,000
Amount retained in the acquisition of the Salsa group 2,463,875 2,463,875
Others 1,130,396 45,864
16,717,119 16,978,887
Accumulated impairment losses in other debtors (Note 23) (48,383) (2,450,000)
16,668,736 14,528,887
Other non-current assets 85,310 135,828
18,254,047 15,315,834

"Loans granted to related parties" bear interest at market rates and have no defined maturity, since they are of a supply nature. It is estimated that its fair value does not differ significantly from its value in the statement of financial position.

Most significant values included in "Trade accounts receivable and other debtors" refers to:

  • a) Amounts related with guarantees of lease contracts in group stores located in Spain, which have not matured until this date;
  • b) Amounts related to legal deposits made by a Brazilian subsidiary, for which are recorded the correspondent liabilities in the caption "Other non-current liabilities" (Note 20), with no defined maturity;

c) The amount disclosed as Special Regime for Payment of Tax and Social Security Debts corresponds to taxes paid, voluntarily, related to settlements of income tax on corporate income, which were already in judicial process. The judicial processes are still in progress, however the guarantees provided for the said processes were cancelled. No impairment loss was recorded since it is the Board of Directors understanding that the claims presented will have a favourable end to Sonae Investimentos, reason why they were not object of provision.

12 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2017 and 31 December 2016, "Trade accounts receivable and other current assets" are detailed as follows:

30 September 2017 31 December 2016
Restated
Trade accounts receivable 99,874,970 82,195,661
Taxes recoverable 51,953,491 44,761,264
Granted loans to related companies 63,602,710 35,310,075
Other debtors
Trade suppliers - debtor balances 45,912,139 41,190,501
Disposal of investments - 21,585,746
VAT recoverable on real estate assets 2,561,343 3,723,869
Accounts receivable from the disposal of tangible fixed assets 2,095,476 2,303,985
Vouchers and gift cards 2,079,291 1,924,216
Other debtors 22,259,393 17,172,271
74,907,642 87,900,588
Other current assets
Commercial discounts 82,140,882 35,631,051
Insurance premiums paid in advance 10,696,570 5,690,303
Prepayments - Rents 7,950,355 7,220,792
Software licenses 3,357,916 1,998,476
Commissions to be received 813,461 1,678,933
Insurance indemnities 149,430 1,509,212
Condominiums management fee's 219,353 738,978
Interests to be received 578,747 558,540
Other current assets 11,958,384 9,204,854
117,865,098 64,231,139
Accumulated impairment losses (Note 23) (15,294,616) (14,980,488)
392,909,295 299,418,239

The caption "Granted loans to related companies" includes the amount of 63.6 million euro (35.3 million euro as at 31 December 2016) relating to the amount receivable from Sonae SGPS, SA resulting from the Inclusion of group companies in the special scheme for the taxation of groups of companies.

As at 31 December 2016, the caption "Disposal of financial investments" includes the amount of 21,009,032 euro related to the disposal of the subsidiary Imoconti which was received in 2017.

13 DEFERRED TAX

Deferred tax assets and liabilities as at 30 September 2017 and 31 December 2016 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
30 September 2017 31 December 2016
Restated
30 September 2017 31 December 2016
Restated
Difference between fair value and acquisition cost 4,524,608 4,524,608 34,172,248 34,967,052
Temporary differences on tangible and intangible assets 1,656,281 1,646,837 68,383,160 64,538,394
Provisions and impairment losses not accepted for tax purposes 20,439,706 21,189,836 - -
Write off of tangible and intangible assets 45,652 25,524 44,232 44,232
Valuation of hedging derivatives 183,283 86,933 118,093 626,051
Revaluation of tangible assets - - 955,683 1,040,637
Tax losses carried forward 19,326,204 18,565,479 - -
Reinvested capital gains/(losses) - - 309,538 329,611
Tax benefits 531,085 531,867 - -
Others 3,295,073 3,290,438 212,611 468,538
50,001,892 49,861,522 104,195,565 102,014,515

In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2017 and 31 December 2016, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 September 2017
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax assets Time limit
558,126 117,206 2017 - - 2017
548,642 115,215 2018 - - 2018
1,673,556 351,447 2026 1,194,236 250,790 2026
90,683 19,043 2027 90,184 18,939 2027
243,591 51,154 2028 242,980 51,025 2028
1,147,484 240,972 2029 - -
4,262,082 895,037 1,527,400 320,754
73,586,706 18,431,167 72,840,938 18,244,725
77,848,788 19,326,204 74,368,338 18,565,479
31 December 2016 Restated

As at 30 September 2017 and 31 December 2016, the deferred taxes to be recognized arising from tax losses were evaluated. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which might be offset against available tax losses or against deductible temporary differences. This assessment was based on the business plans of Sonae Investimentos companies, which are periodically reviewed and updated.

As at 30 September 2017 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 14.1 million euro (14.1 million euro as at 31 December 2016). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 30 September 2017 and 31 December 2016, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies.

As at 30 September 2017, there was tax losses carried forward, amounting to 326.8 million euro (295.1 million euro as at 31 December 2016) for which no deferred tax assets were recognized due to uncertainties of their future use.

30 September 2017 31 December 2016 Restated
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax credit Time limit
With limited time use
Generated in 2012 1,575,036 330,758 2017 2,099,873 440,973 2017
Generated in 2013 386,853 81,239 2018 809,338 169,961 2018
Generated in 2016 412 87 2028 412 87 2028
1,962,301 412,084 2,909,623 611,021
Without limited time use 324,768,232 82,703,589 292,183,274 74,572,733
With a time limit different
from the above mentioned
98,205 21,230 34,819 6,864
326,828,738 83,136,903 295,127,716 75,190,618

14 CASH AND CASH EQUIVALENTS

As at 30 September 2017 and 31 December 2016 "Cash and cash equivalents" can be detailed as follows:

30 September 2017 31 December 2016
Restated
Cash at hand 9,504,669 9,038,215
Bank deposits 107,461,062 110,676,690
Treasury applications 10,409 11,286
Cash and cash equivalents on the statement of financial position 116,976,140 119,726,191
Bank overdrafts (Note 18) (306,891) (17,729,578)
Cash and cash equivalents on the statement of cash flows 116,669,249 101,996,613

Bank overdrafts are disclosed in the statement of financial position under Current bank loans.

15 NON- CURRENT ASSETS HELD FOR SALE

In 2016 an agreement was reached between the Group and an entity specialized in the processing and packaging of meat with the objective of realizing a joint venture to operate the Meat Processing Center. This partnership was deal in January 2017, which is why as at 31 December 2016, we transferred the related assets and liabilities to the asset and liability items held for sale. The detail of these figures is as follows:

9 Months Results 2017

Amounts in euro 31 december 2016
Tangible and Intangible assets 17,057,018
Deferred tax assets 166,792
Inventories 1,850,977
Other current assets 445,762
Caixa e equivalentes de caixa 2,000
Assets available for sale 19,522,549
Other non-current liabilities 284,632
Trade creditors 2,802,583
Other current liabilities 8,639,528
Liabilities available for sale 11,726,743

16 SHARE CAPITAL

As at 30 September 2017, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.

As at 30 September 2017 and 31 December 2016, the subscribed share capital was held as follows:

Company 30
September
2017
31 December
2016
Sonae, SGPS, S.A. 25.029% 25.029%
Sonaecenter Serviços, SA 51.827% 51.827%
Sonae Investments, BV 13.142% 13.142%
Sonae MC-Modelo Continente, SGPS, SA 10.000% 10.000%
Libra Serviços, Lda 0.002% 0.002%

As at 30 September 2017, Efanor Investimentos, SGPS, S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A., which holds directly and indirectly 100% of the other entities who hold the company's share capital.

As at 30 September 2017 and 31 December 2016, Sonae Investimentos holds 10% of treasury shares. Following the mentioned acquisition free reserves amounting to the cost of the above mentioned shares were made unavailable, in accordance with commercial legislation (Art. 324 of "CSC"). The distribution of this reserve depends on the termination or disposal of the treasury shares.

17 NON-CONTROLLING INTERESTS

As at 30 September 2017 and 31 December 2016, non-controlling interests are detailed as follows:

30 September 2017
Equity Net Profit/ (Loss) Statment of
financial
position
Proportion in
income
Dividends/
Income received
Investments Funds 277,809,650 18,167,877 30,882,324 1,241,420 (1,277,903)
IVN - Serviços Partilhados, SA 58,517,670 3,230,529 29,458,834 1,615,265 (1,050,475)
Others 56,260,883 3,464,031 29,008,414 1,825,079 (111,750)
Total 392,588,203 24,862,437 89,349,572 4,681,764 (2,440,128)
31 December 2016 Restated
Equity Net Profit/ (Loss) Statment of
financial
position
Proportion in
income
Dividends/
Income received
Investments Funds 270,677,984 32,315,645 31,029,671 1,863,867 (1,235,677)
IVN - Serviços Partilhados, SA 60,453,882 5,930,459 28,495,261 2,965,230 -
Others 52,019,026 4,361,367 23,764,176 1,756,499 (114,810)
Total 383,150,892 42,607,471 83,289,108 6,585,596 (1,350,487)

Movements in non-controlling interests during the periods ended as at 30 September 2017 and 2016 are as follows:

30 September 2017
Investments
Funds
IVN - Serviços
Partilhados, SA
Others Total
Balance as at 1 January 31,029,671 30,226,941 23,764,176 85,020,788
Fair value of acquired assets (Note 3) - (1,731,680) - (1,731,680)
Balance as at 1 January 31,029,671 28,495,261 23,764,176 83,289,108
Dividends distributed - (1,050,475) (111,750) (1,162,225)
Income distribution from investment funds (1,277,903) - - (1,277,903)
Changes in shareholding interests (110,864) - - (110,864)
Exchange rate effect - - 7,502 7,502
Acquisition of subsidiaries (Note 4.1) - - 3,198,590 3,198,590
Constitution of subsidiaries - 400,000 - 400,000
Changes in hedge reserves - (5,148) 162,852 157,704
Others - 3,931 161,965 165,896
Profit for the period attributable to non-controlling interests 1,241,420 1,615,265 1,825,079 4,681,764
Closing balance 30,882,324 29,458,834 29,008,414 89,349,572
30 September 2016 Restated
Investments
Funds
IVN - Serviços
Partilhados, SA
Others Total
Balance as at 1 January 30,390,421 - 21,902,464 52,292,885
Dividends distributed - - (114,810) (114,810)
Income distribution from investment funds (610,230) - - (610,230)
Changes in shareholding interests 11,059 - - 11,059
Exchange rate effect - - 33,362 33,362
Acquisition of subsidiaries - 25,887,826 - 25,887,826
Changes in hedge reserves - - 50,249 50,249
Others - - 23 23
Profit for the period attributable to non-controlling interests 1,474,021 719,388 1,636,990 3,830,399
Closing Balance 31,265,271 26,607,214 23,508,278 81,380,763

18 LOANS

As at 30 September 2017 and 31 December 2016, "Loans" are made up as follows:

30 September 2017 31 december 2016
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Investimentos, SGPS, S.A. - commercial paper 110,000,000 200,000,000 148,000,000 121,000,000
Subsidiary of Sonae Investimentos 2014/2020 - 50,000,000 - 50,000,000
Subsidiary of Sonae Investimentos 2015/2020 - 20,000,000 - 55,000,000
Subsidiary of Sonae Investimentos 2015/2019 5,000,000 35,000,000 5,000,000 35,000,000
Sonae Investimentos 2017/2022 - 31,000,000 - -
Others 5,263,691 27,753,527 6,678,849 20,540,714
120,263,691 363,753,527 159,678,849 281,540,714
Bank overdrafts (Note 14) 306,891 - 17,729,578 -
Up-front fees beared with the issuance of loans - (174,016) - (265,801)
Bank loans 120,570,582 363,579,511 177,408,427 281,274,913
Bonds
Bonds Sonae Investimentos /June 2013/ 2018 50,000,000 - - 50,000,000
Bonds Sonae Investimentos / December 2015/2020 - 50,000,000 - 50,000,000
Bonds Sonae Investimentos / May 2015/2020 - 75,000,000 - 75,000,000
Bonds Sonae Investimentos / December 2015/2020 - 30,000,000 - 30,000,000
Bonds Sonae Investimentos / June 2016/2021 - 95,000,000 - 95,000,000
Bonds Sonae Investimentos / September 2016/2021 3,000,000 9,000,000 3,000,000 12,000,000
Bonds IVN 2016/2023 5,000,000 25,000,000 5,000,000 30,000,000
Up-front fees beared with the issuance of loans (41,981) (1,809,437) (1,483) (1,993,142)
Bonds 57,958,019 282,190,563 7,998,517 340,006,858
Other loans 12,116 24,060 12,030 1,335,080
Derivative instruments (Note 19) 3,417,732 - 358,117 -
Other loans 3,429,848 24,060 370,147 1,335,080
Obligations under finance leases 547,144 804,034 550,624 953,990
182,505,593 646,598,168 186,327,715 623,570,841

The average interest rate at 30 September 2017 of bonds and loans was 1.34% (1.44% on 31 December 2016). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.

The derivative instruments are recorded at fair value (Note 19).

The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:

30 September 2017 31 december 2016
N+1 179,129,842 185,971,081
N+2
N+3
25,743,160
117,230,769
78,894,669
47,687,327
N+4
N+5
327,807,692
124,800,000
274,784,071
207,463,717
After N+5 53,000,000
827,711,463
17,000,000
811,800,865

The maturities above were estimated in accordance with the contractual terms of loans and considering the expectation of Sonae Investimentos as to its amortisation date.

Under the credit facilities and commercial paper programs with firm commitments, the Group has 485 million euro credit facilities available to meet its liquidity requirements, as follows:

30 September 2017 31 December 2016 Restated
Commitments of
less than one year
Commitments of
more than one
year
Commitments of
less than one year
Commitments of
more than one
year
Unused credit facilities
Agreed credit facilities
123,249,519
183,260,000
362,000,000
580,000,000
52,769,017
218,260,000
348,000,000
511,000,000

Additionally, as at 30 September 2017, Sonae Investimentos has, as detailed in Note 14 "Cash and cash equivalents", the value of 116,976,140 euro (119,726,191 euro on 31 December 2016).

19 DERIVATIVES

Exchange rate derivatives

In what concerns financial risk management policy, Sonae Investimentos essentially uses exchange rate derivatives to hedge future cash flows that occur in the next 12 months.

Sonae Investimentos entered into several exchange rate forwards in order to manage its exchange rate exposure.

The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 3,417,732 euro as liabilities (358,117 euro as at 31 December 2016) and 533,056 euro as assets (4,207,972 euro as at 31 December 2016).

The computation of the fair value of these financial instruments was made taking into consideration the present value at statement of financial position date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.

Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Financial income" or "Financial expenses".

Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Financial income" or "Financial expenses". The change in fair value of derivative instruments when considered speculation is recorded in the income statement under "Other expenses".

Interest rate derivatives

Sonae Investimentos does not have any interest rate hedging derivatives recorded as at 30 September 2017.

Interest rate and exchange rate derivatives

As at 30 September 2017 no contracts existed related to interest rate and exchange rate derivatives at the same time.

Fair value of derivatives

The fair value of derivatives is detailed as follows:

Assets Liabilities
30 September 2017 31 December 2016 31 December 2016
Hedging derivatives
Exchange rate 533,056 4,207,972 3,417,732 358,117
533,056 4,207,972 3,417,732 358,117

20 OTHER NON-CURRENT LIABILITIES

As at 30 September 2017 and 31 December 2016, the caption "Other non-current liabilities" is detailed as follows:

30 September 2017 31 December 2016
Shareholders loans 400,033,460 400,001,807
Other non-current liabilities 1,777,780 1,044,316
Share based payments (Note 21) 2,184,843 1,759,823
Deferred of revenue from the sale of warranties extention 15,800,895 15,051,644
Accruals and deferrals 2,692,009 3,102,521
Other non-current liabilities 422,488,987 420,960,111

The caption "Shareholders loans" includes a subordinate bond loan, with a fixed interest rate, repayable after 10 years issued by Sonae Investimentos at market conditions on 28 December 2010 amounting to 400,000,000 euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each, with a flat rate and repayment at the end of the loan period. The fair value of this loan on 30 September 2017 is 52,485 euro (52,994 euro as at 31 December 2016) per obligation having been determined based on discounted cash flows method and using as reference stock market values and there is no indication of impairment of the loan.

As at 30 September 2017, the caption "Other non-current liabilities" includes 573,003 euro (628,119 euro as at 31 December 2016) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 11).

21 SHARE BASED PAYMENT PLANS

In 2017 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.

Liabilities arising from deferred performance bonuses as at 30 September 2017 and 31 December 2016 are made up as follows:

Number of shares Fair Value
Grant year Vesting
year
Number of
participants
30 September 2017 31 December 2016 30 September 2017 31 December 2016
Shares
2014 2017 62 - 2,269,192 - 1,983,274
2015 2018 73 1,737,573 1,717,914 1,789,070 1,501,457
2016 2019 81 2,196,307 2,604,753 2,261,909 2,276,555
2017 2020 85 3,427,809 - 3,499,793 -
Total 7,361,689 6,591,859 7,550,772 5,761,286

As at 30 September 2017 and 31 December 2016 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:

30 September 2017 31 December 2016
Staff costs 2,153,264 1,144,484
Recorded in previous years 1,598,597 2,598,612
3,751,861 3,743,096
Other non-current liabilities (Note 20) 2,184,843 1,759,823
Other current liabilities (Note 22) 1,567,018 1,983,273
3,751,861 3,743,096

The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.

22 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 September 2017 and 31 December 2016 the caption "Trade creditors and other current liabilities" can be detailed as follows:

30 September 2017 31 December 2016
Trade creditors 1,150,844,634 1,123,715,076
Taxes payable
Other creditors
65,573,013 70,345,394
Tangible asset suppliers 48,915,259 71,890,515
Related undertakings 54,441,648 44,396,659
Other debts 44,336,511 39,551,618
147,693,418 155,838,792
Other current liabilities
Holiday pay and bonuses 129,349,147 109,219,524
Other external supplies and services 36,834,156 34,617,917
Deferred of revenue from the sale of warranties extention 47,709,119 45,073,283
Marketing expenses 11,234,559 11,619,869
Charges made on the sale of real estate 18,057,430 17,558,769
Accrued income - rents 7,140,060 7,953,466
Share based payments (Note 21) 1,567,018 1,983,273
Interest payable to Others 27,171,185 1,688,638
Real estate municipality tax 2,305,225 2,154,473
Others 9,261,779 9,431,793
290,629,678 241,301,005
1,654,740,743 1,591,200,267

The caption "Related undertakings" includes 54.4 million euro (44.4 million euro as at 31 December 2016) related to amount payable to Sonae SGPS, SA result of the inclusion companies in Special Regime of Taxing Groups of Companies.

The caption "Other debts" includes:

  • 9,191,858 euro (8,344,127 euro as at 31 December 2016), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
  • 12,784,183 euro (15,042,306 euro as at 31 December 2016) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
  • 3,639,652 euro (3,992,919 euro as at 31 December 2016) related to amounts payable to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.

23 PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the six-month period ended as at 30 September 2017 and 2016, were as follows:

Caption Balance as at
1 January 2017
Increase
Decrease
Changes in
consolidation
perimeter
Transfers Balance as at
30 September 2017
Accumulated impairment losses on investments (Note 9.3) - 11,451,896 - - - 11,451,896
Accumulated impairment losses on tangible assets (Note 6) 119,536,814 163,899 (4,431,837) 169,244 - 115,438,120
Accumulated impairment losses on intangible assets 1,497,024 - - - 22,925 1,519,949
Accumulated impairment losses on other non current assets
(Note 11)
2,450,000 48,383 (2,450,000) - - 48,383
Accumulated impairment losses on trade accounts receivable
and other debtors (Note 12)
14,980,488 2,192,486 (1,878,358) - - 15,294,616
Non current provisions 16,006,272 - (857,313) - 15,148,959
Current provisions 3,204,001 1,127,077 (492,231) - - 3,838,847
157,674,599 14,983,741 (10,109,739) 169,244 22,925 162,740,770
Caption Balance as at
1 January 2016
Restated
Increase Decrease Changes in
consolidation
perimeter
Fair value Balance as at
30 September 2016
Restated
Accumulated impairment losses on tangible assets (Note 6) 134,000,955 6,367,467 (18,121,152) 416,568 - 122,663,838
Accumulated impairment losses on intangible assets 1,497,024 - - - - 1,497,024
Accumulated impairment losses on other non current assets 2,450,000 - - - - 2,450,000
Accumulated impairment losses on trade accounts receivable
and other debtors
15,636,228 2,512,742 (2,719,680) 1,990,249 275,460 17,694,999
Non current provisions 12,485,642 1,413,807 (1,867,366) 218,500 5,077,750 17,328,333
Current provisions 2,819,950 - - - - 2,819,950
168,889,799 10,294,016 (22,708,198) 2,625,317 5,353,210 164,454,144

The caption "Non-current Provisions" and "Current Provisions" includes:

  • 7,767,408 euro (8,521,318 euro as at 31 December 2016) relating to non-current contingencies assumed by the Company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. The evolution of the provision between years is associated with the evolution of the real against the euro. This provision is being used in the moment at the liabilities are materialized, being constituted based on the best estimate of the expenses to be incurred with such liabilities and that result from a significant set of processes of a civil and labour nature and of small value; and

  • the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by Worten operating segment in the amount of 2,097,918 euro (1,449,195 euro as at 31 December 2016). These extensions are granted for a period of one to three years after the end of the legal mandatory warranty provided by the manufacturers.

Impairment losses are deducted from the book value of the corresponding asset.

24 CONTINGENT ASSETS AND LIABILITIES

As at 30 September 2017 and 31 December 2016, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:

Garantees and sureties given 30 September 2017 31 December 2016
on tax claims
on judicial claims
on municipal claims
for proper agrement fulfillment
other guarantees
948,123,643
331,162
9,621,149
11,871,498
6,630,605
980,164,471
816,509
8,048,110
22,339,055
10,525,488

a) Tax claims

The main tax claims, for which bank guarantees or sureties were provided, can be detailed as follows:

  • Some retail operating segment subsidiaries of the Company granted guarantees or securities in favour of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 538.0 million euro (556.7 million euro as at 31 December 2016) related to the period from 2004 to 2013, which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non-corporate clients;

  • Sureties in the amount of, approximately, 60 million euro as a result of a tax appeal presented by the Company concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of its acquisition cost, which is not in accordance with previous assessments of Tax Authorities;

  • Sureties in the amount of, approximately 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non-acceptance by Tax authorities of tax losses arising on the sale and liquidation of a subsidiary of the Group;

  • Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 17.4 million euro (65.6 million Brazilian real), which is being judged by a tax court, for which there were granted guarantees in the amount of 44.0 million euro (165.9 million Brazilian real). The difference between the value of the contingency and the value of the guarantee relates with the update of the related responsibility.

b) Contingent liabilities related to tax claims paid under regularization programs of tax debts

Within the framework of regularization of tax debts to Tax Authorities, (Outstanding Debts Settlement of Tax and Social Security - Decree of Law 151-A/2013 (RERD) e Decree of Law 248-A/2002 (PMFL)), the Group made voluntarily tax payments in the amount of, approximately, 22 million euro, having the respective guarantees been eliminated. The related tax appeals continue in courts, having the maximum contingencies been reduced through the elimination of fines and interests related with these tax assessments.

As permitted by law, the Group maintains the legal proceedings, in order to establish the recovery of those amounts, having recorded as an asset the amounts related with income taxes paid under those plans (Note 11).

c) Other contingent liabilities

  • Contingent liabilities related to discontinued activities in subsidiaries in Brazil

Following the disposal of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavourably decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2016, the amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (28.5 million euro) related to programs for the Brazilian State of tax recovery, amount to near 32.4 million euro as at 31 December 2016. Furthermore, there are other tax assessments totalling 60.8 million euro for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.

No provision has been recorded to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for Sonae Investimentos.

25 GAINS AND LOSSES ON INVESTMENTS

30 September 2017 30 September 2016
Dividends 130,000 102,077
Price adjustment of subsidiaries 1,111,019 -
Others (7,033) (13,162)
Gains / (losses) on the sale of investments in
subsidiaries 1,103,986 (13,162)
Others - 2,491
Impairment losses on investments in associated companies (Note 9.3) (11,451,896) -
Reversal on investments in associated companies 1,000,000 -
Impairment of reversal/(losses) on investments (10,451,896) -
Total income and (expenses) related to investments (9,217,910) 91,406

As at 30 September 2017 and 2016, Gain and losses on Investment is made up as follows:

26 OTHER INCOME

As at 30 September 2017 and 2016, the caption "Other Income" is made up as follows:

30 September 2017 30 September 2017
Restated
Supplementary income 515,661,196 467,113,998
Prompt payment discounts received 17,860,443 18,299,546
Exchange differences 20,268,098 10,839,388
Own work capitalised 9,671,585 7,938,133
Gains on disposal of assets (Note 6) 13,792,557 63,527,618
Impairment losses and provisions reversals 2,363,067 4,354,397
Others 2,671,130 2,925,569
582,288,075 574,998,649

The caption "Supplementary income" relates mainly to promotional campaigns carried out in the stores of retail segment, reimbursed by the Sonae Investimentos´s partners.

As at 30 September 2017, under the caption of "Gains on sales of assets" are included gains related to the operation of "Sale & Leaseback" amounting to 10.1 million euro (63.1 million euro as at 30 September 2016) (Note 6).

27 INCOME TAX

The income taxes recognized in the nine-month period ended on 30 September 2017 and 2016 are detailed as follows:

30 September 2017 30 September 2016
Restated
Current tax (9,096,553) 6,856,223
Deferred tax 3,098,375 (9,822,594)
(5,998,178) (2,966,371)

28 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Purchases and services obtained
30 September 2017 30 September 2016
Restated
30 September 2017 30 September 2016
Restated
1,054,907 1,075,945 1,149,690 1,514,010
14,383,890 - 201,140,988 -
26,911,142 28,942,950 - 242,508
43,068,784 43,803,960 49,806,116 52,541,096
85,418,723 73,822,855 252,096,794 54,297,614
Sales and services rendered

9 Months Results 2017

Interest income Interest expenses
Transactions 30 September 2017 30 September 2016
Restated
30 September 2017 30 September 2016
Restated
Parent company - - 470,261 25,738,473
Jointly controlled companies 8,753 - - -
Associated companies 8,826 14,677 - -
Other related parties 1) - - 24,310,713 167,519
17,578 14,677 24,780,974 25,905,992
Accounts receivable Accounts payable
Balances 30 September 2017 31 December 2016 30 September 2017 31 December 2016
Parent company 63,823,107 35,783,208 55,511,205 46,399,686
Jointly controlled companies 3,650,044 - 49,553,645 -
Associated companies 1,651,493 5,663,219 1,807 621,579
Other related parties 1) 22,616,906 43,501,277 45,293,665 29,620,444
91,741,550 84,947,704 150,360,322 76,641,709
Loans
Obtained Granted
Balances 30 September 2017 31 December 2016 30 September 2017 31 December 2016
Associated companies - - 1,500,000 660,663
Other related parties 1) 400,000,000 400,027,000 - -
400,000,000 400,027,000 1,500,000 660,663

1) "Other related parties" are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital, and minority shareholders of subsidiaries of the Group.

The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.

29 CASH RECEIPTS AND CASH PAYMENTS OF INVESTMENTS

As at 30 September 2017 and 2016, cash receipts and cash payments related to investments can be detailed as follows:

- Investment Activities

30 September 2017 30 September 2016
Receipts
Receipt of disposal of Imoconti 21,009,032 -
21,009,032 -
30 September 2017 30 September 2016
Payments
Price adjustment of Losan Group - (346,137)
Acquisition of Salsa Group - 65,588,931
Acquisition of Brio- Prod. Agricultura Biológica, SA 752,929 -
Acquisition of Gowell- Promoção Eventos, Catering e
Consultoria, SA
3,395,769 -
Others - 101,200
4,148,698 65,343,994

30 EARNINGS PER SHARE

Earnings per share for the nine-month period ended on 30 September 2017 and 2016 were calculated taking into consideration the following amounts:

30 September 2017 30 September 2016
Restated
Net profit
Net profit taken into consideration to calculate basic earnings
per share (consolidated profit for the period)
36,480,052 80,367,797
Net profit taken into
consideration to
calculate diluted
36,480,052 80,367,797
earnings per share
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculated diluted
earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) 0.040533 0.089298

On 30 September 2017 and 2016 there is no dilutive effect on the number of shares outstanding.

31 PRESENTATION OF CONSOLIDATED INCOME STATEMENT

In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statement is divided between Direct Income and Indirect Income.

The Indirect Income includes: (i) impairment of real estate assets for retail, (ii) decreases in goodwill, (iii) provisions (net of tax) for possible future liabilities, and impairments related to non-core investments, businesses and discontinued assets (or to be discontinued / repositioned), (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

The value of EBITDA is calculated in the direct income component, i.e. excluding the indirect contributions.

The reconciliation between consolidated income and direct-indirect income for the periods ended 30 September 2017 and 2016 can be summarised as follows:

9 Months Results 2017

SONAE INVESTIMENTOS, SGPS, SA

30 September 2017 30 September 2016 Restated
Consolidated Indirect Direct Consolidated Indirect Direct
accounts income income accounts income income
Turnover 4,026,924,982 - 4,026,924,982 3,765,474,784 - 3,765,474,784
Investment income
Dividends and other adjustments 130,000 - 130,000 102,077 - 102,077
Others (9,347,910) - (9,347,910) (10,671) - (10,671)
Impairment losses reversal 1,900,020 - 1,900,020 2,496,966 - 2,496,966
Others 570,259,098 - 570,259,098 509,356,870 - 509,356,870
Total income 4,589,866,191 - 4,589,866,191 4,277,420,026 - 4,277,420,026
Total expenses (4,369,936,604) (2,382,528) (4,367,554,076) (4,066,689,046) (508,533) (4,066,180,513)
Depreciation and amortisation (138,715,000) - (138,715,000) (124,946,261) - (124,946,261)
Losses on tangible and intangible assets (5,266,963) - (5,266,963) (7,144,726) - (7,144,726)
Provisions and impairment: - - - - - -
Provisions for warranty extensions (1,127,077) - (1,127,077) - - -
Others (2,404,768) - (2,404,768) (8,577,857) - (8,577,857)
Profit before financial results and share of
results in joint ventures and associated 72,415,779 (2,382,528) 74,798,308 70,062,136 (508,533) 70,570,670
companies
Non recorrent items 3,806,886 - 3,806,886 55,724,623 - 55,724,623
Financial profit/(loss) (39,695,491) - (39,695,491) (43,984,055) - (43,984,055)
Share of results in joint ventures and associated
undertakings
MDS (991,051) - (991,051) (3,707) - (3,707)
Ulabox (1,279,645) - (1,279,645) (929,164) - (929,164)
Others 907,159 - 907,159 361,993 - 361,993
Profit before taxation 35,163,638 (2,382,528) 37,546,167 81,231,826 (508,533) 81,740,360
Income tax 5,998,178 - 5,998,178 2,966,371 - 2,966,371
Profit/(Loss) after taxation 41,161,816 (2,382,528) 43,544,345 84,198,197 (508,533) 84,706,731
Attributable to equity holders of Sonae 36,480,052 (2,382,528) 38,862,580 79,959,053 (508,533) 31,690,914
Non-controlling interests 4,681,764 - 4,681,764 4,239,143 - 4,239,143
"Underlying" EBITDA (b) 219,155,018 208,640,470
Direct EBITDA (a) 221,598,368 263,794,214
Direct EBIT (c) 77,111,658 125,622,337

(a) Direct EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + Share of results in joint ventures and associated undertakings +unusual results;

(b) "Underlying" EBITDA = Direct EBITDA - effect of share result in joint ventures and associated undertakings – non recurrent results;

(c) Direct EBIT = Direct EBT - financial results;

(d) Direct EBT = Direct results before non-controlling interests and taxes;

(e) Direct income = Results excluding contributions to indirect income;

(f) Indirect income = Includes results arising from: (i) impairment of real estate assets for retail; (ii) decrease in goodwill; (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, Businesses, discontinued assets (or be discontinued / repositioned); (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

32 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 13 November 2017.

33 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2017 and 31 December 2016 are as follows:

30 September 2017 31 December 2016
COMPANY Head Office Direct* Total* Direct* Total*
Sonae Investimentos, SGPS, SA Matosinhos Holding Holding Holding Holding
Sonae MC
BB Food Service, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bom Momento – Restauração, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Brio – Produtos de Agricultura Biológica, SA a) Matosinhos 100,00% 100,00% - -
Continente Hipermercados. SA a) Lisboa 100.00% 100.00% 100.00% 100.00%
Elergone Energias, Lda a) Matosinhos 75.00% 75.00% 75.00% 75.00%
Farmácia Selecção. SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
2) Go Well – Promoção de Eventos, Catering e
Consultoria, SA
a) Lisboa 51,00% 51,00% - -
Marcas MC, zRT a) Budapest
(Hungary)
100.00% 100.00% 100.00% 100.00%
MCCARE – Serviços de Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
3) Make Notes Design, Lda a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
4) SK Skin Health Cosmetics, SA a) Matosinhos 100,00% 100,00% - -
5) Sohi Meat Solutions- Distribuição de Carnes, SA a) Matosinhos 50.00% 50.00% 100.00% 100.00%

Percentage of capital held

Worten

HighDome PCC Limited (Cell Europe) a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Infofield – Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Worten Canarias, S.L. a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Worten – Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%

Sports & Fashion

6) Aduanas Caspe, S.L.U. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
4) Bright Brands Sports Goods, SA a) Matosinhos 100,00% 100,00% - -
Comercial Losan Polonia SP. Z.O.O. a) Warsaw
(Poland)
100.00% 100.00% 100.00% 100.00%
Comercial Losan, S.L.U. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
7) Discovery Sports, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fashion Division Canárias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
6) Global Usebti, S.L. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
Irmãos Vila Nova, SA b) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
Irmãos Vila Nova III - Imobiliária, SA b) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN - Serviços Partilhados, SA b) Vila Nova de
Famalicão
(Portugal)
50.00% 50.00% 50.00% 50.00%
IVN Asia Limited b) Hong Kong
(China)
100.00% 50.00% 100.00% 50.00%
Losan Colombia, S.A.S. a) Bogotá
(Colombia)
100.00% 100.00% 100.00% 100.00%
Losan Overseas Textile, S.L a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
8) Losan Russia a) Moscow
(Russia)
100.00% 100.00% - -

9 Months Results 2017

SONAE INVESTIMENTOS, SGPS, SA

Losan Tekstil Urun.V E Dis Ticaret, L.S. a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modalloop – Vestuário e Calçado, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
4) Salsa Canarias SL b) Tenerife
(Spain)
60,00% 30,00% - -
Salsa DE GmbH b) Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Salsa Distribution USA LLC b) New York (USA) 100.00% 50.00% 100.00% 50.00%
Salsa France, S.A.R.L. b) Paris (France) 99.99% 50.00% 100.00% 50.00%
Salsa Luxembourg, Sàrl b) Luxembourg 100.00% 50.00% 100.00% 50.00%
SLS Salsa - Comércio e Difusão de Vestuário, S.A. b) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
SLS Salsa España - Comercio y Difusión de
Vestuario, S.A.U.
b) Pontevedra
(Spain)
100.00% 50.00% 100.00% 50.00%
SDSR – Sports Division SR, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sport Zone Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone Sport Maiz.Per.Satis.Ith.Ve tic Ltd Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Usebti Textile México S.A. de C.V. a) City of Mexico
(Mexico)
100.00% 100.00% 100.00% 100.00%
Zippy – Comércio e Distribuição, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio Y Distribución, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
ZYEvolution- Investig.e Desenvolvimento, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae RP
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
4) Asprela – Sociedade Imobiliária, SA a) Matosinhos 100,00% 100,00% - -
Azulino Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos 100,00% 100,00% 100,00% 100,00%

9 Months Results 2017

SONAE INVESTIMENTOS, SGPS, SA

Canasta - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 80.40% 80.40% 80.40% 80.40%
Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 98.00% 98.00% 97.91% 97.91%
Igimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Iginha - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoestrutura - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imomuro - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoresultado - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosistema - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Ponto de Chegada - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100,00% 100.00% 100.00%
Predilugar - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaerp – Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%

Others

Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo - Distribuição de Materiais de Construção,
SA
b) Maia 50.00% 50.00% 50.00% 50.00%
SFS – Serviços de Gestão e Marketing, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SIAL Participações, Ltda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
9) SCBrasil Participações, Ltda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
Sonae Financial Services, SA a) Maia 100.00% 100,00% 100.00% 100.00%
Sonae MC – Modelo Continente. SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae MC S2 Africa Limited a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Sonae SR Malta Holding Limited a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Sonae SR – Serviços e Logística, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonaegest- Sociedade Gestora de Fundos de
Investimento, SA
a) Maia 60.00% 60.00% 60.00% 60.00%
Sonvecap, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Tlantic, BV a) Amesterdam
(Netherlands)
72.10% 72.10% 72.10% 72.10%
Tlantic Portugal - Sistemas de Informação, SA a) Matosinhos 100.00% 72.10% 100.00% 72.10%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
100.00% 72.10% 100.00% 72.10%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

a) Control held by majority of voting rights which confer power of relevant activities that influence;

  • b) Control held by management control.
  • 1) Company acquired as at 26 April 2017;
  • 2) Company acquired as at 16 May 2017;
  • 3) Ex MJB Design, Lda;
  • 4) Company created during the period;

9 Months Results 2017

  • 5) On January 3rd 2017, a Joint Venture was established between Sonae MC and Hilton Food Group PLC through a capital increase of this Group on Sohimeat. From this moment onwards, Sohimeat is consolidated through the equity method;
  • 6) Companies merged into Comercial Losan, S.L.U.;
  • 7) Company merged into SDSR Sports Division SR, SA;
  • 8) Company created as at 22 February 2017;
  • 9) Ex Sonae Capital Brasil, Lda

These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, SA.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Condensed separate financial statements

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2017 AND 2016 AND 31 DECEMBER 2016

(Transla9on of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes 30.September.2017 30.September.2016 31.December.2016
ASSETS
NON-CURRENT ASSETS:
Intangible assets 118 264 215
Investments in subsidiaries and associates 4 1,615,085,964 1,655,094,515 1,625,691,885
Other non-current assets 5 1,147,508,956 1,169,836,036 1,149,120,000
Total non-current assets 2,762,595,038 2,824,930,815 2,774,812,100
CURRENT ASSETS:
Trade account receivables and other current assets 6 1,501,447,158 1,329,683,082 1,618,633,280
Cash and cash equivalents 7 2,812,652 350,957 215,967
Total current assets 1,504,259,810 1,330,034,039 1,618,849,247
TOTAL ASSETS 4,266,854,848 4,154,964,854 4,393,661,347
EQUITY AND LIABILITIES
EQUITY:
Share capital 8 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings 1,796,785,082 1,758,675,056 1,758,675,056
Profit/(Loss) for the period (18,700,277) 9,107,790 78,110,026
TOTAL EQUITY 2,778,084,805 2,767,782,846 2,836,785,082
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 9 488,190,563 450,825,862 431,006,858
Other non-current liabilities 10 400,000,000 400,000,000 400,000,000
Total non-current liabilities 888,190,563 850,825,862 831,006,858
CURRENT LIABILITIES:
Loans 9 162,958,019 134,191,492 153,556,224
Trade creditors and other current liabilities 11 437,621,461 402,164,654 572,313,183
Total current liabilities 600,579,480 536,356,146 725,869,407
TOTAL EQUITY AND LIABILITIES 4,266,854,848 4,154,964,854 4,393,661,347

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE INCOME STATEMENT FOR THE PERIODS ENDED 30 SEPTEMBER 2017 AND 2016

(Transla9on of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts expressed in euro) Notes rd quarter 2017
3
rd quarter 2016
3
30.September.2017 30.September.2016
Gains or losses on investments 14 (3,632,844) 2,780,707 (6,106,610) 8,361,800
Financial income 15 7,463,914 14,389,418 22,763,864 48,843,467
Other income 308,875 101,398 474,397 293,184
External supplies and services (595,625) (823,184) (2,158,037) (2,438,978)
Staff costs (22,495) (18,579) (39,967) (45,269)
Depreciation and amortisation (32) (57) (97) (171)
Financial expenses 15 (11,859,599) (15,764,906) (35,817,411) (50,935,725)
Other expenses (12,760) (14,424) (39,205) (47,859)
Profit/(Loss) before taxation (8,350,566) 650,373 (20,923,066) 4,030,449
Taxation 988,370 2,118,563 2,222,789 5,077,341
Profit/(Loss) after taxation (7,362,196) 2,768,936 (18,700,277) 9,107,790
Profit/(Loss) per share (basic and diluted) 16 (0.0082) 0.0031 (0.0208) 0.0101

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2017 AND 2016

(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts expressed in euro) rd quarter 2017
3
rd quarter 2016
3
30.September.2017 30.September.2016
Net Profit / (Loss) for the period (7,362,196) 2,768,936 (18,700,277) 9,107,790
Total comprehensive income for the period (7,362,196) 2,768,936 (18,700,277) 9,107,790

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS ENDED AS AT 30 SEPTEMBER 2017 AND 2016

(Translation of the condensend separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

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The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED 30 SEPTEMBER 2017 AND 2016
(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes rd quarter 2017
3
3rd quarter 2016 30.September.2017 30.September.2016
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 103,520 5,351,835 (3,603,159) 601,001
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 14,690 301,832 30,358,164 21,341,508
Dividends - - 1,611,750 114,810
Others - - 6,204,643 5,479,445
Loans granted 855,930,389 1,601,799,304 2,259,623,470 3,013,876,903
855,945,079 1,602,101,136 2,297,798,027 3,040,812,666
Cash payments arising from:
Investments (2,000,000) (787,716) (2,050,000) (2,311,307)
Loans granted (735,101,209) (699,057,304) (2,146,942,973) (2,177,211,469)
(737,101,209) (699,845,020) (2,148,992,973) (2,179,522,776)
Net cash used in investment activities (2) 118,843,870 902,256,116 148,805,054 861,289,890
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,861,285,130 2,095,904,696 5,377,427,130 5,453,909,252
Investments 40,000 30,162,652 3,716,987 32,702,652
1,861,325,130 2,126,067,348 5,381,144,117 5,486,611,904
Cash payments arising from:
Loans obtained (1,925,842,240) (2,952,274,392) (5,467,365,240) (6,272,067,464)
Investments (3,425,003) (47,054) (5,366,569) (9,947,054)
Interest and similar charges (2,505,834) (3,306,708) (8,459,811) (15,008,942)
Dividends (40,000,000) (40,000,000) (40,000,000) (40,000,000)
(1,971,773,077) (2,995,628,154) (5,521,191,620) (6,337,023,460)
Net cash used in financing activities (3) (110,447,947) (869,560,806) (140,047,503) (850,411,556)
8,499,443 38,047,145 5,154,392 11,479,335
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (5,686,791) (38,889,856) (2,341,740) (12,322,046)
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period 7 2,812,652 (842,711) 2,812,652 (842,711)

The accompanying notes are part of these condensed separate financial statements.

SONAE INVESTIMENTOS, SGPS, SA

NOTES TO THE CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2017

(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts expressed in euro)

1 INTRODUCTION

SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head-office at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.

The Company's main activity is the management of shareholdings (Note 4).

2 BASIS OF PREPARATION

Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2016.

4 INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES COMPANIES

As at 30 September 2017 and 31 December 2016, the investments in subsidiaries and associates companies are made up as follows:

30.September.2017 31.December.2016
Companies % held Final balance % held Final balance
APOR - Agência para a modernização do Porto, SA 22.75% 300,000 22.75% 300,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 100.00% - 100.00% -
Elergone Energia, Lda 75.00% 1,118,737 75.00% 1,118,737
Fundo de Investimento Imobiliário Fechado Imosede 80.40% 103,497,607 80.40% 103,497,607
Fundo de Investimento Imobiliário Imosonae Dois 0.78% 143,429 - -
MCCARE, Serviços de Saúde, SA 100.00% 2,050,000 100.00% 50,000
MDS, SGPS, SA 47.52% 30,919,630 47.53% 41,996,920
Modelo - Distribuição de Materiais de Construção, SA 50.00% 21,510,614 50.00% 21,510,614
MOVVO, SA 25.58% - 25.58% 3,252,061
Ponto de Chegada - Promoção Imobiliária, SA - - 100.00% 2,100,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 100.00% 565,000 100.00% 565,000
SFS - Serviços de Gestão e Marketing, SA 96.53% 380,000 100.00% 50,000
SCBrasil Participações, Ltda 37.00% - 37.00% -
Sonae Center Serviços II, SA 100.00% 60,032,319 100.00% 58,032,319
Sonae MC - Modelo Continente, SGPS, SA 100.00% 1,375,504,276 100.00% 1,375,504,276
Sonae Financial Services, SA 100.00% 18,630,000 100.00% 17,330,000
Sonae SR Malta Holding Limited - 1 - 1
Sonaegest - Soc. Gest. de Fundos de Investimento, SA 40.00% 384,351 40.00% 384,351
SK - Skin Health Cosmetics, SA 100.00% 50,000 - -
Total 1,615,085,964 1,625,691,885

5 OTHER NON-CURRENT ASSETS

As at 30 September 2017 and 31 December 2016 the other non-current assets were as follows:

30.September.2017 31.December.2016
Loans granted 1,146,508,956 1,149,080,000
Other debtors 1,000,000 40,000
Total 1,147,508,956 1,149,120,000

The loans granted to subsidiaries and associates companies have a long-term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.

As at 30 September 2017 and 31 December 2016 the loans granted are no past due.

6 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2017 and 31 December 2016 the trade accounts receivable and other current assets were as follows:

30.September.2017 31.December.2016
Group companies:
Short term loans 1,454,763,739 1,564,872,949
Interests charged but not received 195,776 30,448,655
Taxes - Special Regime for taxation of groups of
companies
7,354,106 5,149,159
Additional tax payment 17,721 17,721
Special regime for payment of tax and social security debts
(DL 248-A/2002, 14 November)
2,795,019 2,795,019
Special regime for payment of tax and social security debts
(DL 151-A/2013, 31 October)
788,298 788,298
Special program for debt reduction to tax authorities
(PERES) (DL 67/2016, 3 November)
1,002,114 1,002,114
Receivables on the sale of investments - 575,714
Taxes recoverable 7,015,391 8,362,600
Accrued and deferred assets 27,483,610 4,542,059
Others 31,384 78,992
Total 1,501,447,158 1,618,633,280

Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity less than one year.

The amount disclosed as 'Special regime for payment of tax and social security debts' (DL 248-A/2002, of 14 November, DL 151-A/2013, of 31 October and DL 67/2016, 3 November) relates to taxes paid which were previously disputed and subject to reimbursement claims. The tax litigations are still in progress, although, following the payment, the guarantees previously given were canceled. No impairment loss was recorded since it is Sonae Investimentos understanding that the decisions over the appeals will be favorable to the Company.

The caption accrued and deferred assets include mainly receivables relating to interest, from loans granted to group companies.

7 CASH AND CASH EQUIVALENTS

As at 30 September 2017 and 31 December 2016, cash and cash equivalents can be detailed as follows:

30.September.2017 31.December.2016
Bank deposits 2,812,652 215,967
Cash and cash equivalents on the balance sheet 2,812,652 215,967
Bank overdrafts - (2,557,707)
Cash and cash equivalents on the cash flow statement 2,812,652 (2,341,740)

Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.

8 SHARE CAPITAL

As at 30 September 2017 and 31 December 2016, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.

A subsidiary company Sonae MC – Modelo Continente, SGPS, SA owns 100,000,000 shares of Sonae Investimentos. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.

As at 30 September 2017 and 31 December 2016, the subscribed share capital was held as follows:

30.September.2017 31.December.2016
Sonae, SGPS, SA 25.0287% 25.0287%
Sonae Investments BV 13.1419% 13.1419%
Sonae MC - Modelo Continente, SGPS, SA 10.0000% 10.0000%
Sonaecenter Serviços, SA 51.8269% 51.8269%
Libra Serviços, Sociedade Unipessoal, Lda 0.0025% 0.0025%

9 BORROWINGS

As at 30 September 2017 and 31 December 2016, this caption included the following loans:

30.September.2017 31.December.2016
Bonds Sonae Investimentos / June 2013/2018 - 50,000,000
Bonds Sonae Investimentos / December 2015/2020 50,000,000 50,000,000
Bonds Sonae Investimentos / May 2015/2022 75,000,000 75,000,000
Bonds Sonae Investimentos / December 2015/2020 30,000,000 30,000,000
Bonds Sonae Investimentos/ June 2016/2021 95,000,000 95,000,000
Bonds Sonae Investimentos/ September 2016/2021 9,000,000 12,000,000
Up-front fees not yet charged to income statement (1,809,437) (1,993,142)
Bonds loans 257,190,563 310,006,858
Commercial paper 200,000,000 121,000,000
Other bank loans 31,000,000 -
Loans 231,000,000 121,000,000
Non-current loans 488,190,563 431,006,858
Bonds Sonae Investimentos / June 2013/2018 50,000,000 -
Bonds Sonae Investimentos/ September 2016/2021 3,000,000 3,000,000
Up-front fees not yet charged to income statement (41,981) (1,483)
Bonds loans 52,958,019 2,998,517
Commercial paper 110,000,000 148,000,000
Bank overdrafts - 2,557,707
Loans 110,000,000 150,557,707
Current loans 162,958,019 153,556,224

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 428 million euro credit facilities available to meet its liquidity requirements as follows:

Commitments of less Commitments of more
than one year than one year
Agreed credit facilities amounts 163,000,000 525,000,000
Available credit facilities amounts 103,000,000 325,000,000

The average interest rate in the third quarter was around 1.32% (1.44% as of December 31 2016).

As at 30 September 2017 and 31 December 2016 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

30.September.2017 31.December.2016
N+1 163,000,000 153,557,707
N+2 10,500,000 60,500,000
N+3 10,500,000 10,500,000
N+4 319,200,000 163,000,000
N+5 119,800,000 199,000,000
após N+5 30,000,000 -

10 OTHER NON-CURRENT LIABILITIES

As at 30 September 2017 and 31 December 2016 this caption is as follows:

30.September.2017 31.December.2016
Loans obtained 400,000,000 400,000,000
Total 400,000,000 400,000,000

The amount of 400,000,000 euro recorded in the caption obtained loans is related to a subordinated bond loan, with maturity of 10 years issued at market conditions by Sonae Investimentos, SGPS, SA in 28 December 2010, corresponding to 8,000 bonds with nominal value of 50,000 each, at a fixed rate and repayment at the end of the loan period.

As at 30 September 2017 the fair value of this bond loan is 52,485 euro (52,994 euro on 31 December 2016) per bond, and was determined based on discounted cash flows method.

As at 30 September 2017 and 31 December 2016 Sontel, BV held all the bonds.

11 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 September 2017 and 31 December 2016, this heading is made up as follows:

30.September.2017 31.December.2016
Suppliers 24,481 41,122
Group companies:
Short term loans 403,280,972 562,219,082
Taxes - Special Regime for taxation of groups of companies 1,790,897 4,532,087
Taxes and contributions payable 1,903,365 1,893,948
Accrued and deferred liabilities 30,321,923 3,324,996
Others 299,823 301,948
Total 437,621,461 572,313,183

The caption accrued and deferred liabilities includes mainly accrued interests not yet due relating to loans obtained.

12 CONTINGENT LIABILITIES

As at 30 September 2017 and 31 December 2016 the contingent liabilities were detailed as follows:

30.September.2017 31.December.2016
Guarantees rendered:
related to tax claims awaiting outcome
Guarantees provided by financial institutions 80,863,567 86,763,780
Guarantees provided by parent company 245,298,495 255,152,531
others 1,770,000 12,403,113
Guarantees given in favour of subsidiaries (a) 62,888,849 62,888,849

a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.

The caption Guarantees provided on tax claims includes guarantees granted to Tax Authorities regarding income tax. The most significant amounts relate to an additional tax assessment made by Tax Authorities, relating the taxable period ending 2005, regarding the covering of losses made by the Company in a subsidiary, having Tax Authorities not considered the usage of taxable losses on this operation and subsequent liquidation of the Company's subsidiary, which is not in accordance with previous assessments made by Tax Authorities. The Company has presented an appeal against this tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable.

No provision has been recorded for these additional tax assessments, to which some guarantees were provided, as the Board of Directors considers that their outcome will be favorable, therefore with no additional liabilities to the Company.

Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent assets and liabilities in the Consolidated financial statements.

13 RELATED PARTIES

Main balances and transactions with related parties are detailed as follows:

Balance: 30.September.2017 31.December.2016
Parent companies 5,846,701 3,671,763
Subsidiaries 26,921,784 34,701,540
Associated companies 1,011,700 9,545
Accounts receivable 33,780,185 38,382,848
Parent companies 718,314 1,372,154
Subsidiaries 4,550,547 5,165,471
Associated companies 19,704 -
Other related parties 24,622,413 355,747
Accounts payable 29,910,978 6,893,372
Subsidiaries 2,604,514,611 2,716,543,747
Associated companies - 651,119
Loans granted 2,604,514,611 2,717,194,866
Subsidiaries 403,280,972 562,219,082
Other related parties 400,000,000 400,000,000
Loans obtained 803,280,972 962,219,082
Transactions: 30.September.2017 30.September.2016
Parent companies 774,787 1,068,097
Associated companies 13,217 19,045
Other related parties 107 104
Purchases and services obtained 788,111 1,087,246
Parent companies 35,549 48,493
Subsidiaries 158,883 228,130
Other income 194,432 276,623
Subsidiaries 22,748,438 48,095,600
Associated companies 8,751 70,220
Interest income 22,757,190 48,165,820
Parent companies 470,261 25,739,473
Subsidiaries 2,177,146 12,170,930
Other related parties 24,306,814 111,892
Interest expenses 26,954,221 38,022,295
Subsidiaries 1,611,750 114,810
Dividend income 1,611,750 114,810
Subsidiaries 1,968,533 30,162,652
Other related parties 6,507 -
Investments disposal 1,975,040 30,162,652
Subsidiaries 2,000,000 -
Loans disposal 2,000,000 -
Subsidiaries 5,767,910 -
Associated companies 380,783 -
Other related parties - 47,054
Investments acquisition 6,148,693 47,054
Subsidiaries 6,204,643 5,479,445
Income from Investment Fund Participation Units 6,204,643 5,479,445

All Sonae, SGPS, SA and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements.

During 9 months ended as at 30 September 2017 and 2016 did not occur any transactions including granted loans to the Company's Directors.

14 GAINS OR LOSSES ON INVESTMENTS

As at 30 September 2017 and 2016 gains or losses on investment are as follows:

30.September.2017 30.September.2016
Dividends received 1,611,750 114,810
Income of financial investments 6,204,643 5,479,445
Reverse of impairment losses 1,000,000 -
Impairment losses (14,696,583) -
Income on investments sales - 2,781,576
Losses on investments sales (226,420) (14,031)
Total (6,106,610) 8,361,800

15 FINANCIAL INCOME / EXPENSES

As at 30 September 2017 and 2016, financial income and expenses are as follows:

30.September.2017 30.September.2016
Interest receivable
related to bank deposits 5,541 9,539
related to loans granted 22,757,190 48,165,820
Other 1,133 23,978
Other financial income - 644,130
Financial income 22,763,864 48,843,467
Interest payable
related to bank deposits and overdrats (1,762,412) (1,937,041)
related to non convertible bonds (4,558,432) (7,650,519)
related to loans obtained (26,954,221) (38,022,295)
Other financial expenses
Up front fees on the issuance of debt (2,534,576) (3,229,195)
Other (7,770) (96,675)
Financial expenses (35,817,411) (50,935,725)

16 EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2017 and 2016 were calculated taking into consideration the following amounts:

30.September.2017 30.September.2016
Net Profit/(loss)
Net profit/(loss) taken into consideration to calculate
basic earnings per share (Net profit for the period)
(18,700,277) 9,107,790
Net profit/(loss) taken into consideration to calculate
diluted earnings per share
(18,700,277) 9,107,790
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculate
diluted earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.0208) 0.0101

17 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 13 November 2017.

18 INFORMATION REQUIRED BY LAW

Decree-Law ner 318/94 art. 5th ner 4th

During the period ended as at 30 September 2017 shareholders' loan contracts were signed with the following companies:

Sonae Capital Brasil Ltda

During the period ended as at 30 September 2017, treasury application agreements were signed with the following companies:

BB Food Service, SA

BRIO - Produtos de Agricultura Biológica, SA

Citorres - Sociedade Imobiliária, SA

Cumulativa - Sociedade Imobiliária, SA

Efanor Investimentos, SGPS, SA

Fozimo – Sociedade Imobiliária, SA

Imoestrutura - Sociedade Imobiliária, SA

Imoresultado – Sociedade Imobiliária, SA

Infofield - Informática, SA

Make Notes Design, Lda

MCCARE, Serviços de Saúde, SA

MDS, SGPS, SA

MJLF - Empreendimentos Imobiliários, SA

Selifa - Sociedade de Empreendimentos Imobiliários, SA

SFS - Serviços de Gestão e Marketing, SA

SK - Skin Health Cosmetics, SA

Socijofra - Sociedade Imobiliária, SA

Sonae, SGPS, SA

Valor N, SA

Zyevolution - Investigação e Desenvolvimento, SA

The amounts due to group companies as at 30 September 2017 related to the mentioned contracts were the following:

Company 30.September.2017
BB Food Service, SA 1,586,000
Bertimóvel - Sociedade Imobiliária, SA 8,518,000
Bom Momento - Comércio Retalhista, SA 1,756,000
Citorres - Sociedade Imobiliária, SA 1,100,000
Contimobe - Imobiliária do Castelo de Paiva, SA 8,577,000
Continente Hipermercados, SA 147,800,132
Cumulativa - Sociedade Imobiliária, SA 53,991
Farmácia Selecção, SA 669,000
Fozimo – Sociedade Imobiliária, SA 1,296,000
Imoestrutura - Sociedade Imobiliária, SA 1,749,000
Imoresultado – Sociedade Imobiliária, SA 1,472,000
Make Notes Design, Lda 883,000
MCCARE - Serviços de Saúde,SA 1,076,000
MJLF - Empreendimentos Imobiliários, SA 438,000
Modelo Hiper Imobiliária, SA 6,806,000
Pharmacontinente - Saúde e Higiene, SA 9,327,000
Predicomercial - Promoção Imobiliária, SA 14,178,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 5,240,000
Sesagest - Projectos e Gestão Imobiliária, SA 42,063,000
Socijofra - Sociedade Imobiliária, SA 4,473,149
Sonaesr Serviços e Logística, SA 7,215,000
Têxtil do Marco, SA 1,058,000
Tlantic Portugal - Sistemas de Informação, SA 15,000
Valor N, SA 138,000
Worten - Equipamentos para o Lar, SA 135,785,700
Zyevolution - Investigação e Desenvolvimento, SA 8,000
Total 403,280,972

As at 30 September 2017 amounts owed by subsidiaries can be detailed as follows:

Company 30.September.2017
Azulino - Imobiliária, SA 294,000
Asprela - Sociedade Imobiliária, SA 2,252,000
BRIO - Produtos de Agricultura Biológica,SA 1,536,000
Canasta - Empreendimentos Imobiliários, SA 199,463
Chão Verde - Sociedade de Gestão Imobiliária, SA 5,117,000
Elergone Energia, Lda 466,000
Fashion Division, SA 43,937,100
Igimo – Sociedade Imobiliária, SA 556,000
Iginha – Sociedade Imobiliária, SA 620,000
Imomuro - Sociedade Imobiliária, SA 54,000
Imosistema - Sociedade Imobiliária, SA 59,000
Infofield - Informática, SA 1,266,500
Modalfa - Comércio e Serviços, SA 14,141,971
Modalloop - Vestuário e Calçado, SA 1,615,500
Modelo Continente Hipermercados, SA 599,708,000
Pharmaconcept - Actividades em Saúde, SA 6,000
Ponto de Chegada - Sociedade Imobiliária, SA 142,000
Predilugar - Sociedade Imobiliária, SA 524,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 87,000
Sempre à Mão - Sociedade Imobiliária, SA 43,000
SFS - Serviços de Gestão e Marketing, SA 31,000
SK - Skin Health Cosmetics, SA 161,000
Sociloures - Sociedade Imobiliária, SA 385,000
Sonae Capital Brasil, Ltda 7,720,873
Sonae Center Serviços II, SA 44,750,000
Sonae MC - Modelo Continente, SGPS, SA 1,806,833,850
Sonaerp - Retail Properties, SA 66,512,155
Sondis Imobiliária, SA 1,326,000
Zippy - Comércio e Distribuição, SA 4,170,200
Total 2,604,514,611

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luís Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

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