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Teixeira Durate Interim / Quarterly Report 2016

Jun 16, 2016

1919_10-q_2016-06-16_af25a174-7873-4aa5-b63f-f437b8caeedd.pdf

Interim / Quarterly Report

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Relatório e Contas 1º Trimestre 2016 Report and Accounts1st Quarter

TABLE OF CONTENTS

    1. Identification of the company
    1. Summary of the Indicators
    1. Teixeira Duarte Group First quarter of 2016
    1. Interim Management Report
  • I. Introduction
  • II. Global Appraisal of the Activity
  • III. Events that Occurred After the End of the 1st Quarter of 2016
  • IV. Outlook for 2016
    1. Consolidated Financial Statements
  • I. Consolidated Statement of Financial Position
  • II. Consolidated Statement of Results for the Period
  • III. Consolidated Statement of Other Integrated Income
  • IV. Consolidated Statement of Changes in Equity
  • V. Consolidated Statement of Cash Flows
  • VI. Annex to the Consolidated Financial Statements

Teixeira Duarte, S.A.

LISTED COMPANY

Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Share capital: € 210.000.000 Single Legal Person and Registration number 509234526 at Cascais Commercial Register (Oeiras)

SUMMARY OF THE INDICATORS

1st Q 1st Q 1st Q 1st Q 1st Q Variation
2012 2013 2014 2015 2016 2016/2015 %
Average number of workers 10,412 11,358 12,705 13,548 12,002 $(11.4\%)$
Turnover 283 342 357 359 289 (19.5%)
Operating income 293 354 360 368 297 (19.2%)
EBITDA 39 54 71 34 48 41.0%
EBITDA / Turnover 13.9% 15.7% 19.8% 9.6% 16.8% 75.1%
EBIT 27 38 54 10 30 218.3%
Net Income Attributable to Shareholders 6 7 16 15 (22) ۰
Net Debt 927 1,101 1,194 1,357 1,153 $(15.0\%)$
Net income attributable to shareholders 246 284 380 493 361 (26.7%)
Equity total 319 357 411 520 410 $(21.0\%)$
Total of net asset 2,692 2,765 2,755 3,103 2,592 $(16.4\%)$

Interim Management Report

I - INTRODUCTION

Under the terms of, and for the purposes of applicable legal and regulatory provisions TEIXEIRA DUARTE, S.A ("TD, S.A.") hereby discloses the Interim Report referring to the first three months of 2016, of which the attached consolidated financial statements also form a part.

Pursuant to, and under periodic reporting standards, it is hereby clarified that the elements disclosed herein only refer to the consolidated scope, and that the consolidated financial statements at 31 March, 2016 have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in effect for periods beginning on 1 January, 2016, and in accordance with IAS 34 - Interim Financial Reporting.

Notwithstanding the regular monitoring of Teixeira Duarte Group by its Oversight Bodies, as well as through the information report provided to you for the purpose of drafting this document, the elements published herein have no, under the applicable provisions, been audited.

In addition to the Consolidated Financial Statements and the respective annex, this document will also contain a brief presentation about the evolution of the Group's activity during the analysed period. In this regard, emphasis should first be placed on the following topics:

  • Net Results Attributable to Holders of Equity were negative, amounting to 22.5 million euros;
  • Turnover of 289.5 million euros;
  • External Market accounts for 82.2% of turnover;
  • EBITDA of 48.5 million euros;
  • EBITDA margin / Turnover of 16.8%;
  • Net Debt of 1,154 billion euros;
  • Net Group Assets of 2,592 billion euros;
  • Financial Autonomy of 15.8%;
  • Teixeira Duarte Group Orders Portfolio for the construction sector of 2,207 billion euros.

II – GLOBAL APPRAISAL OF THE ACTIVITY

Statement of Results

during the periods ended on 31 March 2016 and 2015

$1st$ Q 16 $1st$ Q 15 Var. (%)
Operating income 297,365 367,818 (19.2%)
Operating costs (248, 867) (333, 425) (25.4%)
EBITDA 48,498 34,393 41.0%
Amortizations and depreciations (19,770) (22, 650) (12.7%)
Provisions and impairment losses 1,645 (2,202)
EBIT 30,373 9,541 218.3%
Financial Results (46, 402) 17,891
Results before taxes (16, 029) 27,432
Income tax 4,584 (12,058)
Net Income (11, 445) 15,374
Attributable to:
Equity holders (22, 461) 15,268
Non-controlling interests 11,016 106 10292.5%

(Values in thousands of Euro)

Net Results Attributable to Equity Holders were negative, amounting to 22,461 thousand euros, which represent a significant decrease when compared to the same period of 2015. Two factors have contributed to this, to which it is deemed appropriate to refer.

In effect, in addition to the performance of Group companies when compared to the first three months of the previous year, this indicator was influenced by changes in exchange rate differences, which in March 2016 were negative amounting to 26,045 thousand euros - whereas during the same period of 2015 they were positive - amounting to 41,183 thousand euros, despite the negative impact, net of deferred taxes, of the loss of 6,368 thousand euros, due to impairment in the share in "Banco Comercial Português, S.A." recorded during the first quarter of 2016.

Turnover reached 289,486 thousand euros, representing a decrease of 19.5% compared to March 2015, that is a drop of 70,08 thousand euros.

Other markets, which represented 85.6% of this indicator in March last year, experienced an overall decrease of 22.7%, coming to represent 82.2% of the Teixeira Duarte Group's total turnover.

(Values in thousands of Euro)

The tables below present the Turnover detailed by countries and activity sectors, clearly indicating the exposure of the Group to different economic contexts.

Country 1st Q 16 1st Q 15
Value Contribution Contribution Variation
Portugal 51.601 17.8% 51.615 14.4% $(0.0\%)$
Angola 120,257 41.5% 194,369 54.1% (38.1%)
Algeria 23,139 8.0% 21,793 6.1% 6.2%
Brazil 28,389 9.8% 38,855 10.8% (26.9%)
Spain 8,103 2.8% 10,571 2.9% (23.3%)
Mozambique 39,448 13.6% 15,468 4.3% 155.0%
Venezuela 12,120 4.2% 26,254 7.3% (53.8%)
Other 6.429 2.2% 569 0.2% 1029.9%
289,486 100.0% 359,494 100.0% (19.5%)

(Values in thousands of Euro)

Activity Sector 1st Q 16 Contribution 1st Q 15 Contribution Variation
Construction 122,217 42.2% 149,300 41.5% (18.1%)
Concessions and Service 26,301 9.1% 25,941 7.2% 1.4%
Real estate 24,454 8.4% 29,711 8.3% (17.7%)
Hotel services 12,675 4.4% 18,885 5.3% (32.9%)
Distribution 74.431 25.7% 71,993 20.0% 3.4%
Energy 4,886 1.7% 5,179 1.4% (5.7%)
Automotive 24,522 8.5% 58,485 16.3% (58.1%)
289,486 100.0% 359,494 100.0% (19.5%)

(Values in thousands of Euro)

To supplement the map found above, below can be found some notes relating to the activity carried out during the first three months, in each of the Group's sectors of activity:

Turnover of Construction Services

The Turnover of Construction Services dereased by 18.1% year-on-year 2015.

Portugal experienced a 1.5% drop when compared to the first three months of 2015.

In other markets, emphasis should be placed on rises seen in Algeria and Mozambique, with increases of 6.2% and 184%, respectively. However, these increases do not compensate for the drops experienced in Angola and Venezuela. On 31 March 2015, the external market accounted for 80.3% of Construction turnover.

Turnover of Concessions and Services

Turnover of Real estate Services

In concessions and services, turnover increased by 1.4% when compared to March 2015, with an emphasis on good performance in Angola, when a 1.6% increase when compared to the same period of 2015.

In Portugal, an 8.7% decrease was seen when compared to March 2015, whereas a slight increase of 1.2% was seen in Spain when compared to the same period of 2015.

There was an overall drop of 17.7% in Real Estate when compared to the first three months of 2015.

In Portugal, an 26.7% increase was seen when compared to March 2015, whereas a decrease of 42.6% was seen in Brazil when compared to the same period of 2015.

Without taking the devaluation of currency into account, the decrease in Brazil would have been 24% when compared to the same period of the previous year.

Turnover of Hotel Services

Turnover from Hospitality suffered an overall decrease of 32.9% when compared to the same period of 2015.

In addition to the drop caused by the divestment at the end of 2015 of two hotel units that the Group held in Portugal, and that still contributed to turnover from this sector during the first quarter of this year, as well as the 13.9% decrease in Mozambique, the main cause behind the reduction of this Group indicator, in relation to the same period of 2016, was the 34.9% drop seen in Angola during the first three months of this financial year.

Distribution experienced an increase of 3.4% when compared to the first three months of 2015.

During the first three months of 2016, the consolidation of business units operating in this sector continued in Angola.

In Energy, the Group's turnover decreased by 5.7% when compared to the same period of the previous year.

Currently, the Group only operates in the Gas area.

Turnover of Distribution

Turnover of the Automotive sector

Turnover in the automotive sector decreased by 58.1% when compared to March 2015.

During the first three months of the year, a 72% decrease was seen in units sold in the light vehicles segment, and a 17% decrease in after-sales services.

Operating profits suffered a decrease of 19.2% when compared to the same period of the previous year, dropping to 297,365 thousand euros.

Evolution of Operating Income

(Values in thousands of Euro)

The following table shows good performance in the Concessions and Services and Distribution sectors.

Operating Profits by activity and geographical markets:

Activity Sector Internal Market External Market Total
1st Q 16 1st Q 15 Var (%) 1st Q 16 1st Q 15 Var (%) 1st Q 16 1st Q 15 Var (%)
Construction 25,659 25,657 0.0% 100,162 125,452 (20.2%) 125,821 151,109 (16.7%)
Concessions and Services 8,023 8,818 $(9.0\%)$ 18,987 17,862 6.3% 27,010 26,680 1.2%
Real estate 12,097 10,476 15.5% 12,535 20,297 (38.2%) 24,632 30,773 $(20.0\%)$
Hotel services 2,351 3,600 (34.7%) 12,586 15,749 (20.1%) 14,937 19,349 (22.8%)
Distribution 365 263 38.8% 74,619 74,246 0.5% 74,984 74,509 0.6%
Energy 4,911 5,781 $(15.0\%)$ 4,911 5,781 (15.0%)
Automotive ٠. 25,070 59,617 (57.9%) 25,070 59,617 (57.9%)
Total 53,406 54,595 (2.2%) 243,959 313,223 (22.1%) 297,365 367,818 (19.2%)

(Values in thousands of Euro)

As a result of the evolutions mentioned above, the contributions of each of the sectors of activity to the global value of operating profits achieved on 31 March, 2016 were as follows:

A 41% increase was seen in EBITDA when compared to March 2015, fixed at 48,498 thousand euros.

Evolution of EBITDA

(Values in thousands of Euro)

An analysis of this indicator by sector, on the map shown below, shows very disparate behaviour of the different business areas, depending on the unique features of each activity and the respective markets in which the company operates.

Activity Sector 1st Q 16 1st Q 15 Var (%)
Construction 5,893 (3,207)
Concessions and Services 4,108 5,370 (23.5%)
Real estate 12,393 16.947 (26.9%)
Hotel services 1,562 3.360 (53.5%)
Distribution 18,460 2,980 519.5%
Energy 1.035 1,846 (43.9%)
Automotive 7.872 9.979 (21.1%)
Not allocated to segments (2,824) (2,881) (2.0%
Eliminations (1) (1)
48,498 34.393 41.0%

Evolution of EBITDA by Sectors of Activity

(Values in thousands of Euro)

A 75.1% increase in EBITDA Margin / Turnover was seen when compared to the same period of the previous year, increasing from 9.6% to 16.8% in March, 2016.

Evolution of the EBITDA margin / Turnover

Financial results were negative - amounting to 46,402 thousand euros in the period ending 31 March 2016, whereas at the end of the first quarter of 2015 the financial results were positive to the tune of 17.891 thousand euros.

1st Q 16 1st Q 15 Var (%)
Financial costs and losses: (127,091) (173, 660) (26.8%)
Supported interests (18, 891) (24, 767) (23.7%)
Unfavourable currency conversion differences (102, 281) (144, 372) (29.2%)
Other financial costs and losses (5, 919) (4,521) 30.9%
Financial income and gains: 80,416 191,241 (58.0%)
Obtained interests 3,184 4,954 (35.7%)
Favourable currency conversion differences 76,236 185,555 (58.9%)
Cash discounts received 33 93 (64.5%)
Other financial income and gains 963 639 50.7%
Earnings from investment activities: 273 310 (11.9%)
Earnings from associates and joint works 5,109 (635)
Dividends 1,570 165 851.5%
Other investments 1,807 780 131.7%
Gains / loss in assets available for sale (8,213)
Financial Results (46, 402) 17,891

(Values in thousands of Euro)

This indicator experienced a negative change of 64.293 thousand euros when compared to the same period of 2015, with an emphasis on the contribution of the following changes:

  • A negative change of 67,228 thousand euros, resulting from the impact of exchange rate differences;
  • Negative impact of the impairment loss in the subsidiary "Banco Comercial Português, S.A." of 8,213 thousand euros in March 2016;
  • Positive change of 5,744 thousand euros in results relating to associated companies and joint ventures;
  • Positive change of 1,027 thousand euros in other investments, resulting from the divestment of the financial stake in "AEDL – Auto-Estradas do Douro Litoral, S.A.";
  • Positive change resulting from the 5,876 thousand euro decrease in interest paid.

The amount of Income Tax payable at 31 March, 2016 was 4,584 thousand euros, whereas it stood at minus 12,058 thousand euros during the same period of the previous year.

1st Q 16 1st Q 15 Var (%)
Current Tax (18,904) (12, 374) 52.8%
Deferred tax 23,488 316 7332.9%
4,584 (12,058)

(Values in thousands of Euro)

Total Net Assets decreased by 9.4% in relation to 31 December 2015, having reached EUR 2,592,460 thousand.

Evolution of Net asset

(Values in thousands of Euro)

The Group holds significant assets in countries like Angola, which, due to the fact that they are on the books in currencies that suffer significant devaluations, had an impact on the consolidated accounts in euros; this does not necessarily correspond to the effective depreciation of these assets.

A slight increase of 0.5% was seen in Net debt when compared to the end of last year, standing at 1,152,789 thousand euros at 31 March, 2016.

Evolution of Net Debt

(Values in thousands of Euro)

When analysing the evolution of these indicators, the accentuated devaluation of currencies in which the Group operates, namely the Angolan Kwanza, should be taken into consideration, along with investments made in installations and equipment, which amounted to 13.6 million euros during the period.

Equity Attributable to Shareholders decreased by 106,858 thousand euros, from 467,927 thousand euros to 361,069 thousand euros, corresponding to a 22.8% decrease when compared to 31 December 2015.

Total Equity decrease by 20.8%, standing at 410,293 thousand euros, influenced essentially by the following factors:

  • A negative net result of 11,445 thousand euros;
  • Negative effect of 83,548 thousand euros, resulting from the currency conversion recorded as a result of the devaluation of the Currencies in which the Group operates in relation to the Euro;
  • Negative hedge operation effect of EUR 1,567 thousand, arising from the variation of the fair value of the financial instrument (interest rate swap) contracted in 2008 under the Concession for the Management of Cascais Hospital Building.

Financial Autonomy shifted from 18.1% as at 31 December 2015 to 15.8% at 31 March, 2016.

The Average Number of Employees at the end of the period ending 31 March 2016 was 12,002, representing a decrease of 10.2% when compared to 31 December 2015, accompanying the previously explained decrease in activity in these first three months of 2016.

Evolution of the Average Number of Employees

The list price of securities of "Teixeira Duarte, S.A." ranged between 0.314 euros on 31 December 2015 and 0.279 euros on 31 March 2016.

The following graph shows the evolution in listed share prices during the first three months of this year, which have varied during this period between a minimum of 0.22 euros and a maximum of 0.33 euros.

5,494,535 shares were traded on the stock exchange during this period, with a total amount of turnover of 1,537,872 euros.

III. EVENTS THAT OCCURRED AFTER THE END OF THE 1ST QUARTER OF 2016

TEIXEIRA DUARTE continued its activity in the different markets in which it operates, and there are no relevant events to mention, occurring between 31 March 2016 and the issue date of this document.

IV. OUTLOOK FOR 2016

Apart from possible new contracts, the Group has secured certain Construction activity levels in the external market that, despite the Teixeira Duarte Group's Order Portfolio for the construction sector shrinking by 1.2% when compared to the end of 2015, allowed the portfolio to reach, in its entirety, 2,206,883 thousand euros at 31 March 2016, of which 766,659 thousand euros are for 2019 onwards.

For a more detailed analysis of closer periods, that is, for the remaining 1,440,224 thousand euros that have already been contracted and the execution of which is forecast for the next nine months of 2016 and the years 2017 and 2018, below can be found a map showing additional elements, based on their distribution in countries where the group operates:

Apr-Dec 2016 Contribution (%) 2017 Contribution (%) 2018 Contribution (%)
Portugal 46,161 8.50% 43,337 8.2% 75,968 20.4%
Angola 66,524 12.30% 15,282 2.9% 31,089 8.4%
Algeria 226,647 41.80% 310,275 58.9% 145,423 39.1%
Brazil 67,571 12.40% 118,352 22.5% 60,160 16.2%
Spain 4,103 0.80% - - - -
Mozambique 71,315 13.20% 25,779 4.9% 3,366 0.9%
Venezuela 53,611 9.90% 11,536 2.2% 55,423 14.9%
Other Markets 6,000 1.10% 2,014 0.4% 288 0.1%
Total 541,932 100.0% 526,575 100.0% 371,717 100.0%

(Values in thousands of Euro)

For 2016, Teixeira Duarte envisages operating profits of around 1.3 billion euros, corresponding to a reduction in activity caused by difficulties with accessing currencies in external markets.

This situation involves an appropriate reduction in structures which, together with the difficulty of expanding funding in Portugal, will lead to a reduction in the Group's production capacity.

Lagoas Park, 30 May, 2016

The Board of Directors,

Pedro Maria Calainho Teixeira Duarte

Manuel Maria Calainho de Azevedo Teixeira Duarte

Joel Vaz Viana de Lemos

Carlos Gomes Baptista

Diogo Bebiano Branco de Sá Viana Rebelo

Jorge Ricardo de Figueiredo Catarino

Consolidated Financial Statements - 1st Quarter2016

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2016 AND 31 DECEMBER 2015 (Values expressed in thousands of Euro)

Notes 31-03-16 31-12-15
(Non-audited) (Audited)
Non-current assets:
Goodwill 21,910 21,955
Intangible assets 28,213 33,262
Tangible fixed assets 13 561,574 630,986
Investment Properties 14 491,832 511,683
Investments in associates and joint-ventures 7 and 15 11,342 16,874
Financial assets available for sale 7 and 16 22,214 30,427
Other investments 54,549 52,970
Assets for deferred tax 18 215,874 194,913
Clients 49,752 52,087
Other debtors 97 99
Other non-current assets 923 1,242
Total of non-current assets 1,458,280 1,546,498
Current assets:
Inventories 257,753 274,018
Clients 370,240 433,569
Other debtors 55,850 55,908
Cash and cash equivalents 20 212,159 252,693
Other investments 35 35
Other current assets 215,571 276,538
1,111,608 1,292,761
Assets for sale 17 22,572 22,572
Total of current assets 1,134,180 1,315,333
TOTAL OF ASSET $\overline{7}$ 2,592,460 2,861,831
Equity:
Capital 21 210,000 210,000
Adjustments of shareholdings in associates and joint-ventures (32) 8,326
Effect of currency adjustments (30, 136) 48,126
Reserves and retained income 22 203,698 167,822
Consolidated net result (22, 461) 33,653
Equity attributable to shareholders 361,069 467,927
Non-controlling interests 49,224 50,290
EQUITY TOTAL 518,217
Non-current liabilities: 410,293
Loans
Provisions 23 694,673
48,186
665,537
52,441
Financial Leases 156,874 155,889
Liabilities for deferred tax 18 56,447 59,019
Other Creditors 89 113
Other non-current liabilities 64,396 70,780
Total of non-current liabilities 1,020,665 1,003,779
Current liabilities:
Loans 23 670,275 734,596
Suppliers 158,465 193,896
Financial Leases 20,000 18,913
Other Creditors 33,510 34,246
Other current liabilities 279,252
Total of current liabilities 358,184
TOTAL OF LIABILITY 1,161,502 1,339,835
7 2,182,167 2,343,614
TOTAL OF LIABILITY AND EQUITY 2,592,460 2,861,831

CONSOLIDATED STATEMENT OF RESULTS DURING THE PERIODS ENDED ON 31 MARCH 2016 AND 2015 (Non Audited) (Values expressed in thousands of Euro)

Notes 1st Quarter 16 1st Quarter 15
Operating income:
Sales and services rendered $7$ and $8$ 289,486 359,494
Other operating income 8 7,879 8,324
Total of operating income 8 297,365 367,818
Operating costs:
Cost of sales (87, 667) (141, 775)
Production changes 667 (416)
External supplies and services (87, 128) (97, 274)
Expenses with staff (64, 402) (81, 290)
Amortizations and depreciations 7 (19, 770) (22, 650)
Provisions and impairment losses in depreciable and amortizable asset and Goodwill $\overline{7}$ 1,645 (2,202)
Other operating costs (10, 337) (12, 670)
Total of operating costs (266,992) (358, 277)
Operational Income $\overline{7}$ 30,373 9,541
Costs and financial losses 7 and 9 (127,091) (173, 660)
Income and financial earnings 7 and 9 80,416 191,241
Income related to investment activities:
Income related to affiliates and joint-ventures 7 and 9 5,109 (635)
Other 7 and 9 (4,836) 945
Financial Results (46, 402) 17,891
Results before taxes $\overline{7}$ (16,029) 27,432
Income tax 10 4,584 (12,058)
Consolidated net result for the quarter (11, 445) 15,374
Net results attributable to:
Equity holders 11 (22, 461) 15,268
Non-controlling interests 11,016 106
Income by share:
Basic (euros) 11 (0.05) 0.04
Diluted (euros) 11 (0.05) 0.04

CONSOLIDATED STATEMENTS OF OTHER INTEGRAL INCOME DURING THE PERIODS ENDED ON 31 MARCH 2016 AND 2015 (Non Audited)

(Values expressed in thousands of Euro)

Notes 1 st Quarter 16 1 st Quarter 15
Consolidated net result for the quarter (11, 445) 15,374
Income and expenses that will not be reclassified for results
Other equity variations (3,006) (4, 381)
(3,006) (4, 381)
Income and expenses that can be reclassified for results
Fair value of financial assets available for sale 16 17,266
Effect of currency adjustments (83, 548) 10,057
Adjustments of shareholdings in associates and joint-ventures 15 (8, 358) (2, 279)
Financial instruments due to coverage (1, 567) (1, 237)
(93, 473) 23,807
Result known directly in equity (96, 479) 19,426
Comprehensive income of the quarter (107, 924) 34,800
Comprehensive income attributable to:
Equity holders (106, 858) 35,177
Non-controlling interests (1,066) (377)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY DURING THE PERIODS ENDED ON 31 MARCH 2016 AND 2015 (Non Audited) (Values expressed in thousands of Euro)

Reserves and Retained Income
Notes Capital Adjustments of capital shares
in associates and joint
ventures
Currency
conversion
adjustments
Legal Reserve Free
reserves
Fair Value Reserve Hedge
operation
reserve
Retained
income
Consolidated Net Result Total of equity
attributable to
shareholders
Non-controlling
interests
Total
Balance on January 1st, 2015 210 000 9 670 55 546 21 000 122 052 4 035 (13 466) (21 431) 70 281 457 687 27 058 484 745
Comprehensive income of the quarter
Consolidated net result for the quarter - - - - - - - - 15 268 15 268 106 15 374
Variation in the currency conversion adjustments - - 7 832 - - - - - - 7 832 2 225 10 057
Variation of fair value and sale of financial assets
available for sale 1
6
- - - - - 17 266 - - - 17 266 - 17 266
Hedge operation effect - - - - - - (1 237) - - (1 237) - (1 237)
Effect of applying the equity method 1
5
- (2 279) - - - - - - - (2 279) - (2 279)
Others - - - - - - - (1 669) - (1 669) (2 712) (4 381)
Operations with capital holders in the quarter:
Application of consolidated results from 2014:
Transfer to retained income - - - - - - - 70 281 (70 281) - - -
Balance on March 31st, 2015 210 000 7 391 63 378 21 000 122 052 21 301 (14 703) 47 181 15 268 492 868 26 677 519 545
Reserves and Retained Income
Notes Capital Adjustments of capital shares
in associates and joint
ventures
Currency
conversion
adjustments
Legal Reserve Free
reserves
Fair Value Reserve Hedge
operation
reserve
Retained
income
Consolidated Net Result Total of equity
attributable to
shareholders
Non-controlling
interests
Total
Balance on January 1st, 2016 210 000 8 326 48 126 31 500 176 163 - (11 698) (28 143) 33 653 467 927 50 290 518 217
Comprehensive income of the quarter
Consolidated net result for the quarter - - - - - - - - (22 461) (22 461) 11 016 (11 445)
Variation in the currency conversion adjustments - - (78 262) - - - - - - (78 262) (5 286) (83 548)
Hedge operation effect - - - - - - (1 567) - - (1 567) - (1 567)
Effect of applying the equity method 1
5
- (8 358) - - - - - - - (8 358) - (8 358)
Others - - - - - - - 3 790 - 3 790 (6 796) (3 006)
Operations with capital holders in the quarter:
Application of consolidated results from 2015:
Transfer to retained income - - - - - - - 33 653 (33 653) - - -
Balance on March 31st, 2016 210 000 (32) (30 136) 31 500 176 163 - (13 265) 9 300 (22 461) 361 069 49 224 410 293

CONSOLIDATED STATEMENTS OF CASH FLOWS DURING THE PERIODS ENDED ON 31 MARCH 201 AND 2015 (Non Audited) (Values expressed in thousands of Euro)

Notes 1 st Quarter 16 1st Quarter 15
OPERATIONAL ACTIVITIES:
Receipts from customers 251,013 384,124
Payment to suppliers (158, 382) (347,800)
Payment to staff (61,902) (73, 649)
Cash flow generated by operations 30,729 (37, 325)
Payment/receipt of income tax (2,744) (1,907)
Other receipts/payments related to the operational activity 10,669 (17, 131)
Cash flows of operational activities (1) 38,654 (56, 363)
INVESTMENT ACTIVITIES:
Receipts related to:
Financial investments 20 2,491 15,057
Tangible fixed assets and investment properties 2,283 2,287
Interests and similar gains 3,790 5,279
Dividends 20 1,570 165
10,134 22,788
Payments related to:
Financial investments 20 (1,628)
Tangible fixed assets and investment properties (7,786) (14, 736)
Intangible assets (87) (163)
(7, 873) (16, 527)
Cash flows from investment activities (2) 2,261 6,261
FINANCING ACTIVITIES:
Receipts related to:
Obtained loans 302,967 485,334
Payments related to:
Obtained loans (338, 151) (438, 343)
Interests and similar costs (17, 919) (24, 220)
(356,070) (462, 563)
Cash flows from financing activities (3) (53, 103) 22,771
Variation of cash and cash-equivalent items $(4)=(1)+(2)+(3)$ (12, 188) (27, 331)
Exchange rate differences Effect (28, 346) 12,561
Cash and cash-equivalent items - scope change (1, 431)
Cash and cash-equivalent items at the beginning of the quarter 20 252,693 191,477
Cash and cash-equivalent items at the end of the quarter 20 212,159 175,276

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2016 (Non Audited)

1 - INTRODUCTION

TEIXEIRA DUARTE, S.A. ("Company" or "TD, S.A.") with head office in Porto Salvo, was incorporated on 30 November 2009, with share capital of EUR 210,000,000, represented by 420,000,000 shares with the nominal value of EUR 0.5 each, and its core business is the implementation and management of investments, the coordination and supervision of other companies integrated in or related to its business Group.

The corporate universe of Teixeira Duarte ("Group") is composed of the participated companies indicated in Note 4. The Group's core activities are: Construction; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automotive (Note 7).

The stated values will be expressed in thousands of euros, unless expressly indicated.

2 - BASIS OF PRESENTATION

The consolidated financial statements at 31 March, 2016 have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in effect for periods beginning on 1 January, 2016, and in accordance with IAS 34 - Interim Financial Reporting.

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

The accounting policies that have been adopted are consistent with those used to prepare the financial statements for the financial year ending 31 December 2015, described in the respective annex, with the exception of rules and interpretations whose effective date corresponds to financial years starting on or after 1 January 2016.

4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 31 March 2016, TEIXEIRA DUARTE, S.A. and the following controlled companies were included in the consolidation, by the full method:

Social Denomination Head Office Percentage of
effective participation
INTERNAL MARKET
CONSTRUCTION
CONSTRUSALAMONDE, ACE Edifício 2, Lagoas Park
Porto Salvo
92,50%
EPOS - Empresa Portuguesa de Obras
Subterrâneas, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100,00%
OFM - Obras Fluviais e Marítimas, S.A. Edifício 1, Lagoas Park
Porto Salvo
60,00%
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 1, Lagoas Park
Porto Salvo
60,00%
TEIXEIRA DUARTE – Engenharia e Construções, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
CONCESSIONS AND SERVICES
RECOLTE, Serviços e Meio Ambiente (Porto), S.A. Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502 100,00%
MARINERTES, S.A. Porto
Rotunda Engº Edgar Cardoso, nº 23 – 8º
Vila Nova de Gaia
51,00%
RECOLTE, Serviços e Meio Ambiente, S.A. Edifício 1, Lagoas Park
Porto Salvo
100,00%
RECOLTE, Serviços e Meio Ambiente (Açores),
Unipessoal, Lda.
Zona Industrial Chã do Rego d`Agua
Cabouco, Ilha de São Miguel - Açores
100,00%
SATU-Oeiras - Sistema Automático de Transporte
Urbano, E.M., S.A. (a)
Edifício Paço de Arcos, E.N. 249/3
Paço de Arcos
49,00%
TDGI - Tecnologia de Gestão de Imóveis, S.A. Edifício 1, Lagoas Park
Porto Salvo
100,00%
TDHOSP - Gestão de Edifício Hospitalar, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
REAL ESTATE
BONAPARTE - Imóveis Comerciais e Participações, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
Fundo de Investimento Imobiliário Fechado TDF Edifício 2, Lagoas Park
Porto Salvo
100,00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
IMOTD – Sociedade Gestora de Participações
Sociais, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100,00%
MALANGA – Investimentos Imobiliários,
Unipessoal Lda.
Edifício 2, Lagoas Park
Porto Salvo
100,00%
QUINTA DE CRAVEL - Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
TDE - Empreendimentos Imobiliários, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
TD VIA - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
93,75%
TDF - Sociedade Gestora de Fundos de Investimento
Imobiliário, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100,00%
Social Denomination Head Office Percentage of
effective participation
TEIXEIRA DUARTE - Gestão de Participações e Edifício 2, Lagoas Park 100,00%
Investimentos Imobiliários, S.A.
TRANSBRITAL - Britas e Empreendimentos
Porto Salvo
Edifício 2, Lagoas Park
100,00%
Imobiliários, S.A. Porto Salvo
V8 - Gestão Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
GO CORP TRAVEL SOLUTIONS – Agência
de Viagens, S.A.
Rua Encosta das Lagoas, nº 8
Porto Salvo
100,00%
LAGOASFUT - Equipamento Recreativo e Edifício 2, Lagoas Park 100,00%
Desportivo, S.A. Porto Salvo
LAGOAS HOTEL, S.A. Edifício 2, Lagoas Park
Porto Salvo
100,00%
SINERAMA - Organizações Turísticas e Hoteleiras, S.A. Edifício 2, Lagoas Park 100,00%
TDH - Sociedade Gestora de Participações Sociais, S.A. Porto Salvo
Edifício 2, Lagoas Park
100,00%
TDHC - Instalações para Desporto e Saúde, S.A. Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
100,00%
DISTRIBUTION
BONAPAPEL - Artigos de Papelaria e Equipamentos Edifício 2, Lagoas Park 100,00%
Informáticos - Unipessoal, Lda. Porto Salvo
TEIXEIRA DUARTE - DISTRIBUIÇÃO S.A. Edifício 1, Lagoas Park
Porto Salvo
100,00%
ENERGY
ACG - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso 50,00%
DIGAL - Distribuição e Comércio, S.A. (b) Sintra
Rua das Lagoas - Campo Raso
50,00%
Sintra
MULTIGÁS - Sociedade Comercial e Rua das Lagoas - Campo Raso 50,00%
Distribuidora de Gás, S.A. (b)
PPS - Produtos Petrolíferos, S.A. (b)
Sintra
Edifício 1, Lagoas Park
50,00%
Porto Salvo
TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
50,00%
TDARCOL - Sociedade Gestora de Participações
Sociais, S.A. (c)
Edifício 1, Lagoas Park
Porto Salvo
50,00%
AUTOMOTIVE
SMOTORS, S.A. Edifício 1, Lagoas Park 100,00%
SMOTORS, S.A. Edifício 1, Lagoas Park 100,00%
Porto Salvo l
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D 100,00%
Funchal
Social Denomination Head Office Percentage of
effective participation
OTHER
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 100,00%
TDO - Sociedade Gestora de Participações Sociais, S.A. Porto Salvo
Rua das Pretas, 4 - Fracção 4 D
100,00%
TEDAL - Sociedade Gestora de Participações
Sociais, S.A.
Funchal
Edifício 2, Lagoas Park
Porto Salvo
100,00%
EXTERNAL MARKET
SOUTH AFRICA
DISTRIBUTION
Global Net Distributors (Pty) Ltd. 10 Ninth Avenue
Northmead, Gauteng 1501
100,00%
ANGOLA
CONSTRUCTION
BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. Alameda Manuel Van-Dúnem, nº 318
Luanda
100,00%
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais, Lda. Alameda Manuel Van-Dúnem, nº 318 100,00%
TDGI - Tecnologia de Gestão de Imóveis, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
Luanda
42,40%
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Alameda Manuel Van-Dúnem, nº 318 51,00%
ANGOPREDIAL - Empreendimentos Imobiliários, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
IMO 1 - Empreendimentos Imobiliários, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
IMOAFRO - Empreendimentos Imobiliários, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
TEIXEIRA DUARTE - Engenharia e Construções
(Angola), Lda.
Luanda
Alameda Manuel Van-Dúnem, nº 318
Luanda
100,00%
HOTEL SERVICES
ALVALADE - Empreendimentos Turísticos e Alameda Manuel Van-Dúnem, nº 318 100,00%
Hoteleiros, Lda.
ANGOIMO - Empreendimentos e Construções, Lda.
Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
HOTEL TRÓPICO, S.A. Luanda
Alameda Manuel Van-Dúnem, nº 318
80,00%
HOTEL BAÍA, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
Luanda
100,00%
Social Denomination Head Office Percentage of
effective participation
DISTRIBUTION
CND – Companhia Nacional de Distribuição, Lda. Alameda Manuel Van-Dúnem, nº 318 100,00%
COM 1 - Comércio e Distribuição, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
DCG – Distribuição e Comércio Geral, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
OCC – Operador Central de Comércio, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
80,00%
AUTOMOTIVE Luanda
AUTO 1 - Comércio Automóvel, Lda. Alameda Manuel Van-Dúnem, nº 318 100,00%
AUTO COMPETIÇÃO Angola, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
AUTO 8, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
COMÉRCIO DE AUTOMÓVEIS, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
TDA - Comércio e Indústria, Lda. Luanda
Alameda Manuel Van-Dúnem, nº 318
100,00%
VAUCO - Automóveis e Equipamentos, Lda. Luanda
Rua Ho Chi Min, Junto ao largo da Independência
Luanda
51,00%
OTHER
INVESTIPART – Participações e Investimentos, S.A. Alameda Manuel Van-Dúnem, nº 318
Luanda
36,00%
ALGERIA
CONSTRUCTION
TEIXEIRA DUARTE ALGERIE, SPA 8 Roeute Ben Aknoun, El Biar
Alger
99,94%
BELGIUM
CONCESSIONS AND SERVICES
TDGI Avenue Jean-Monnet, 1 À 1348
Louvain-La-Neuve
100,00%
BRAZIL
CONSTRUCTION
EMPA, S.A. - Serviços de Engenharia Rua Major Lopes, 800 100,00%
SOMAFEL – Obras Ferroviárias e
Marítimas, Ltda.
Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 – sala 306
Bairro São Pedro – Belo Horizonte
60,00%
CONCESSIONS AND SERVICES
GONGOJI Montante Energia, S.A. Rua Major Lopes, 800 – 3º - sala 310 100,00%
PAREDÃO de Minas Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 – 3º - sala 306
100,00%
TABOQUINHA Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 – 3º - sala 308
Bairro São Pedro - Belo Horizonte
100,00%
Social Denomination Head Office Percentage of
effective participation
REAL ESTATE
TDPG - Empreendimentos Imobiliários Avenida Domingos Ferreira nº 4060, sala 301 100,00%
e Hoteleiros, Ltda. Boa Viagem - Cidade de Recife
TDSP - Participações, Ltda. Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 01
Itaim Bibi - São Paulo
100,00%
TDSP - Elisa de Moraes Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 02
Itaim Bibi - São Paulo
90,00%
TDSP - Bela Vista - Empreendimentos
Imobiliários, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 15
Itaim Bibi - São Paulo
92,65%
TDSP - Galeno de Castro Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 03
Itaim Bibi - São Paulo
92,65%
TDSP – Maratona Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 10
Itaim Bibi - São Paulo
92,65%
TDSP - Direitos Humanos Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 12
Itaim Bibi - São Paulo
92,65%
TDSP – Alta Vista I Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 05
Itaim Bibi - São Paulo
92,65%
TDSP – Verum Mooca Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 06
Itaim Bibi - São Paulo
100,00%
TDSP – Gilberto Sabino Empreendimentos
Imobiliários, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 07
Itaim Bibi - São Paulo
100,00%
TDSP – Alta Vista II Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 08
Itaim Bibi - São Paulo
92,65%
TDSP – Gualaxos Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401, sala 09 100,00%
Itaim Bibi - São Paulo
TDSP – Alta Vista III Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602
Itaim Bibi - São Paulo
92,65%
TDSP – Zanzibar Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 18
Itaim Bibi - São Paulo
92,50%
TDSP – Dionísio da Costa Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602
Itaim Bibi - São Paulo
92,50%
TDSP – Baceunas Empreendimentos
Imobiliários SPE, Ltda.
Rua Iguatemi, nº 448, 6º andar, Conjunto 602
Itaim Bibi - São Paulo
100,00%
TDSP – Maria de Jesus Empreendimentos Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 04 95,00%
Imobiliários SPE, Ltda.
TDSP – Volta Redonda Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 13
95,00%
Imobiliários SPE, Ltda.
TDSP – Nilo Empreendimentos Imobiliários, Ltda.
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401, sala 14 100,00%
TDSP – Alta Vista IV Empreendimentos Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 15
92,65%
Imobiliários SPE, Ltda.
TDSP – 16 Empreendimentos Imobiliários SPE, Ltda.
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 16
100,00%
TDSP – 17 Empreendimentos Imobiliários SPE, Ltda. Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 17
Itaim Bibi - São Paulo
100,00%

DISTRIBUTION

TDD - Distribuição, Ltda. Rua Iguatemi, nº 448, 6º andar, Conjunto 602 100,00% Itaim Bibi - São Paulo

CYPRUS

OTHER

LEVENEL, Limited Irakli, Egkomi, 2413 100,00% Nicósia

Social Denomination Head Office Percentage of
effective participation
SPAIN
CONSTRUCTION
UTE DE VIANA Av. Alberto Alcocer, 24 - 7º
Madrid
100,00%
CONCESSIONS AND SERVICES
RECOLTE, Servicios Y Medioambiente, S.A.
Sociedade Unipersonal.
Av. Alberto Alcocer, 24 - 7º
Madrid
100,00%
UNITED STATES OF AMERICA
REAL ESTATE
TDRE INVESTMENTS, LLC. 4900 Woodway Drive, Suite 1110, Houston
Texas 77056
100,00%
GIBRALTAR
DISTRIBUTION
Teixeira Duarte International, LTD. 23, Portland House - Glacis Road
Gibraltar
100,00%
MACAU
CONSTRUCTION
TEIXEIRA DUARTE - Engenharia e Construções
(Macau), Lda.
Av. Dr. Mário Soares, nº 25 – Edifício Montepio
Apr. 26 e 28 – 3º andar
Macau
100,00%
MOZAMBIQUE
CONSTRUCTION
TEIXEIRA DUARTE - Engenharia e Construções
(Moçambique), Lda.
Av. Július Nyerere, nº 130
Maputo
74,46%
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. Július Nyerere, nº 130
Maputo
69,55%
REAL ESTATE
IMOPAR - Centro Comercial de Maputo, S.A. Av. Július Nyerere, nº 130
Maputo
100,00%
Social Denomination Head Office Percentage of
effective participation
HOTEL SERVICES
AVENIDA - Empreendimentos Turísticos e
Hoteleiros, Lda.
Av. Július Nyerere, nº 627
Maputo
100,00%
Sociedade Hotel Tivoli, Lda. Av. 25 de Setembro, 1321
Maputo
65,00%
TIVOLI BEIRA - Hotelaria e Serviços, Lda. Av. Július Nyerere, nº 130
Maputo
100,00%
RUSSIA
CONCESSIONS AND SERVICES
MMK Cement, Limited Liability Company Tri Rutchia Murmansk 70,00%
VENEZUELA
CONSTRUCTION
Consorcio Boyacá – La Guaira Av. San Juan Bosco, Edifício Centra Altamira
Piso 5, Oficina 54, Urb. Altamira
Caracas
57,20%
TEGAVEN – Teixeira Duarte y Asociados, C.A. Av. Venezuela del Rosal con Calle Mohedano, Torre JWM
Piso 5, Of. 5-2, Urb El Rosal - Caracas
95,31%

(a) The Group holds control of these subsidiaries through TEIXEIRA DUARTE - Engenharia e Construções, S.A.

(b) The Group holds control of these subsidiaries through TDARCOL - SGPS, S.A.

(c) The Group holds control of these subsidiaries through TEDAL - SGPS, S.A.

5 - CHANGES IN THE CONSOLIDATION SCOPE

During the year ended on 31 March 2016, there was no alteration to the consolidation perimeter relative to 31 December 2015.

6 - EXCHANGE RATES

The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into Euro as at 31 March 2016 and 31 December 2015, as well as the earnings of the operations developed in countries where the functional currency is different from the Euro, for the year ended on 31 March 2016 and 2015:

Exchange rate close Average exchange
Currency 31-03-16 31-12-15 Var. 31-03-16 31-03-15 Var.
American dollars 1.1385 1.0887 4.6% 1.1020 1.1361 (3.0%)
Macanese pataca 9.0930 8.6907 4.6% 8.8171 9.0742 (2.8%)
Mozambican metical 57.2200 49.2900 16.1% 52.9000 37.6425 40.5%
Venezuelan bolivar 310.7107 216.3232 43.6% 242.1312 13.6335 1676.0%
Angola Kwanza 178.6550 147.8315 20.9% 167.7606 119,7010 40.1%
Algerian dinar 123.4917 116.5985 5.9% 118,8294 105.7923 12.3%
Moroccan Dirham 10.9492 10.7806 1.6% 10.8349 10.8364 (0.0%
Brazilian real 4.1174 4.3117 (4.5%) 4.2995 3.2465 32.4%
Ukrainian hryvnia 29.8287 26.1593 14.0% 28.3216 23.3448 21.3%
Namibian dollar 16.7866 16.9530 $(1.0\%)$ 17.1722 13.3347 28.8%
Cape Verde Escudo 110.2650 110.2650 110.2650 110.2650
Russian ruble 76.3051 80.6736 (5.4%) 80.6173 70.9755 13.6%
Tunisian Dinar 2.2923 2.2153 3.5% 2.2442 2.1871 2.6%
South Africa Rand 16.7866 16.9530 $(1.0\%)$ 17.1722 13.3347 28.8%
Colombian Peso 3,413,9400 3,456,0800 (1.2%) 3,522,1225 2,814.0575 25.2%

7 – INFORMATION BY OPERATING SEGMENTS

The Group organises its activity according to the following business segments:

  • Construction;
  • Concessions and services;
  • Real estate;
  • Hotel services;
  • Distribution;
  • Energy;
  • Automotive.

The sales and services rendered and the earnings of each of operating segment referred to above for the semesters ended on 31 March 2016 and 2015, were as follows:

Segment Sales and services rendered
1st Quarter 16 1st Quarter 15 Operational Income
External
clients
Intersegmental Total External
clients
Intersegmental Total 1st Quarter 16 1st Quarter 15
Construction 122,217 9,700 131,917 149,300 18,621 167,921 (2,099) (18, 331)
Concessions and services 26,301 6,171 32,472 25,941 5,936 31,877 3,207 3,794
Real estate 24,454 3,178 27,632 29,711 3,893 33,604 10,902 14,895
Hotel services 12,675 3,821 16,496 18,885 6,223 25,108 (1, 562) 731
Distribution 74,431 1,439 75,870 71,993 928 72,921 15,389 794
Energy 4,886 $\sim$ 4,886 5,179 $\overline{2}$ 5,181 393 1,229
Automotive 24,522 955 25,477 58,485 1,737 60,222 7,376 9,318
Not included in the segments $\overline{\phantom{a}}$ ٠ ٠ . (3, 232) (2,888)
Removals $\overline{\phantom{a}}$ (25, 264) (25, 264) ٠ (37, 340) (37, 340) (1) (1)
289,486 ٠ 289,486 359,494 $\sim$ 359,494 30,373 9,541
Costs and financial losses (Note 9) (127,091) (173,660)
Income and financial earnings (Note 9) 80,416 191,241
Income related to investment activities (Note 9) 273 310
Results before taxes (16,029) 27,432

Inter-segmental transactions are carried out under market conditions and terms, equivalent to transactions made with third parties.

The accounting policies in the various segments are consistent with the Group policies described in Note 2.

Other information:

Segment Fixed capital expenditures Amortizations and depreciations
in results
Provisions and impairment
losses
1 st Quarter 16 1 st Quarter 15 $1st$ Quarter 16 $1st$ Quarter 15 1 st Quarter 16 1 st Quarter 15
Construction 8,922 7,412 9,871 13,547 (1,879) 1,577
Concessions and services 272 724 948 947 (47) 629
Real estate 2,670 2,385 1,491 2,052 $\overline{\phantom{a}}$ ٠
Hotel services 163 1,340 3,124 2,629 $\sim$ ٠
Distribution 952 4,981 3,071 2,186 $\overline{\phantom{a}}$ $\blacksquare$
Energy 93 135 757 621 (115) (4)
Automotive 526 908 496 661 $\overline{\phantom{a}}$
Not included in the segments $\overline{\phantom{0}}$ ۰ 12 $\overline{7}$ 396
13,598 17,885 19,770 22,650 (1,645) 2,202

The assets and liabilities of the segments and their respective reconciliation with the consolidated total, as at 31 March 2016 and 31 December 2015, are as follows:

Assets
$31 - 03 - 16$ $31 - 12 - 15$ Liabilities
Segment Investments in
associates and joint-
ventures (Note 15)
Financial
assets
available for
sale (Note 16)
Other Assets Total Investments in
associates and joint-
ventures (Note 15)
Financial
assets
available for
sale (Note 16)
Other Assets Total $31 - 03 - 16$ $31 - 12 - 15$
Construction 1,308 ٠ 1,642,248 1,643,556 1,371 $\sim$ 2,270,472 2,271,843 1,096,318 1,230,366
Concessions and services 500 ۰ 231,529 232,029 473 $\sim$ 235,014 235,487 160,515 157,042
Real estate 511 15,887 1,532,237 1,548,635 446 21,761 1,548,671 1,570,878 830,345 851,784
Hotel services $\sim$ 347,780 347,780 $\sim$ 423,590 423,590 214,140 253,515
Distribution $\sim$ 233,327 233,327 $\sim$ 290,483 290,483 162,588 204,550
Energy $\sim$ ۰ 41,013 41,013 $\sim$ 42,089 42,089 23,767 24,723
Automotive 24 ۰ 148,233 148,257 24 $\sim$ 177,322 177,346 89,912 102,969
Not included in the segments 8,999 6,327 941,836 957,162 14,560 8,666 928,662 951,888 660,581 659,148
Removals $\sim$ (2,559,299) (2,559,299) $\sim$ $\sim$ (3, 101, 773) (3, 101, 773) (1,055,999) (1, 140, 483)
11,342 22,214 2,558,904 2,592,460 16,874 30,427 2,814,530 2,861,831 2,182,167 2,343,614

The sales and services rendered, and information on non-monetary non-current assets by geographic segment are broken down as follows for the years ended on 31 March 2016 and 31 and on 31 March 2016 and 31 December 2015, respectively:

Sales and services rendered Non-current and non-monetary
assets
Geographic segment 1 st Quarter 16 1 st Quarter 15 $31 - 03 - 16$ $31 - 12 - 15$
Portugal 51,601 51,615 572,634 563,559
Angola 120,257 194,369 431,167 530,787
Algeria 23,139 21,793 25,485 21,978
Brazil 28,389 38,855 29,405 29,561
Spain 8,103 10,571 13,225 13,683
Mozambique 39,448 15,468 29,891 36,060
Venezuela 12,120 26,254 914 1,412
Other 6,429 569 808 846
289,486 359,494 1,103,529 1,197,886

Non-current, non-monetary assets include goodwill, intangible assets, tangible fixed assets and investment properties.

8 - OPERATING INCOME

Operating profits were as follows for the periods ending 31 March 2016 and 2015:

1 st Quarter 16 1 st Quarter 15
Sales and services rendered:
Sales 211,696 279,090
Services rendered 77,790 80,404
289,486 359,494
Other operating income:
Works for the company (a) 3,421 3,670
Supplementary income 2,791 1,334
Sales of assets (b) 870 1,349
Reversal of impairment losses in inventories 279 271
Reversal of impairment losses in accounts receivable 173 304
Variation in the fair value of income of investment properties 32 108
Gains in inventories 7 32
Other operating income 306 1,256
7,879 8,324
297,365 367,818

(a) Work for the company itself essentially corresponds to costs associated with real estate construction.

(b) During the period ending 31 March 2016, the stated gains were obtained with the divestment of tangible fixed assets worth 870 thousand euros (753 thousand euros in the period ending 31 March, 2015), with the divestment of "PETRIN – Petróleos e Investimentos, S.A." for 596 thousand euros on 31 March 2015, a company that formed part of the scope of consolidation at 31 December 2014.

9 - FINANCIAL RESULTS

Financial results were as follows for the periods ending 31 March 2016 and 2015:

1 st Quarter 16 1 st Quarter 15
Costs and financial losses
Supported interests (18, 891) (24, 767)
Unfavourable exchange rate differences (102, 281) (144, 372)
Other costs and financial losses (5, 919) (4, 521)
(127,091) (173, 660)
Income and financial earnings:
Obtained interests 3,184 4,954
Favourable exchange rate differences 76,236 185,555
Cash discounts obtained 33 93
Other income and financial earnings 963 639
80,416 191,241
Income related to investment activities:
Income related to affiliates and joint-ventures (a) 5,109 (635)
Dividends (b) 1,570 165
Other investments (c) 1,807 780
Income / losses in the measurement of assets available for sale (d) (8, 213)
273 310
Financial Results (46, 402) 17,891

(a) The earnings from associates and joint-ventures for the year ended on 31 March 2016 and 2015 include the effect of the application of the equity method to these investments (Note 15).

(b) At 31 March 2016 and 2015, the values shown correspond to dividends received from "Other Investments".

(c) At 31 March 2016 and 2015, gains, losses and added value from the divestment of Financial assets available for sale at cost, are accounted for under the item "Other Investments".

(d) At 31 March 2016, the Group recorded an impairment loss in its share in "Banco Comercial Português, S.A.", of 8,213 thousand euros.

Net exchange rate differences, recorded during the periods ending 31 March 2016 and 2015, are due to payments and receipts, as well as exchange rate updates on balance sheets, recorded based on currencies other than the Euro.

10 - INCOME TAX

"TD, SA" is the dominant company of a group of companies that pay tax under the Special Taxation Regime for Groups of Companies (RETGS), covering all companies in which it directly or indirectly holds at least 75% of the respective equity, provided that the stake in question grants it over 50% of voting rights and that, at the same time, have effective headquarters and management in Portugal and pay tax under the general Corporation Income Tax regime ("IRC").

All other subsidiary companies that are not covered by the RETGS, pay tax individually, based on the respective taxable items and the applicable rates of IRC, and municipal and state surtaxes.

"TD, SA" and most of its participated companies based in Portugal, are subject to Corporate Income Tax ('IRC') at the rate of 21%. Entities with reportable profit are also subject to the Municipal Surcharge, whose rate may vary to the maximum of 1.5%, as the State Surcharge, incident on taxable profit in excess of EUR 1,500,000, 7,500,000 and EUR 35,000,000, at the rates of 5% and 7%, respectively. The aforementioned entities are also subject to autonomous taxation at the rates, and on the expenses and charges stipulated in article 88 of the IRC Code.

In the calculation of the taxable profit, to which the abovementioned tax rates are applied, non-acceptable amounts for tax purposes are added to and subtracted from the book value profit. These differences between the book value profit or loss and the profit or loss for tax purposes may be of a temporary or permanent nature.

Pursuant to the legislation in force, tax returns in Portugal may be reviewed and corrected by the tax authorities for a period, in general, of four years (five years for Social Security). The review period of tax returns of entities with a presence in other countries varies between three and five years.

The Board of Directors believes that any corrections which might arise from any tax reviews/inspections to these tax returns will not significantly affect the consolidated financial statements as at 31 March 2016.

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

The income taxes recognised for the years ended on 31 March 2016 and 2015 are as follows:

1 st Quarter 16 1 st Quarter 15
Current Tax:
Income tax in Portugal (3,217) (2, 394)
Income tax in other jurisdictions (15,687) (9,980)
Current Tax (18,904) (12, 374)
Deferred tax (Note 18) 23,488 316
4.584 (12,058)

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to EUR 463 thousand were recorded directly in equity as at 31 March 2016 (EUR 5,618 thousand as at 31 March 2015) (Note 18).

11 - EARNINGS PER SHARE

Earnings per share for the years ended 31 March 2016 and 2015 were determined based on the following amounts:

1 st Quarter 16 1 3 Quarter 15
Result to estimate the net result by basic share (net result of quarter) (22, 461) 15,268
Weighted average number of shares to estimate the net result by basic share (millions) 420,000 420,000
Net result by basic share (0.05) 0.04

Since for the financial years ended on 31 March 2016 and 2015 there were no dilution effects of the earnings per share, the diluted earnings per share are the same as the basic earnings per share.

12 - DIVIDENDS

The General Meeting of Shareholders held on 28 May, 2016 discussed the distribution of dividends amounting to 1,680 thousand euros, corresponding to 0.004 euros per share, taking into consideration the Company's separate financial statements at 31 December, 2015.

13 - TANGIBLE FIXED ASSETS

During the years ended on 31 March 2016 and 2015, the movement in fixed tangible assets and their depreciation and accumulated impairment losses was as follows:

Land
and natural
resources
Buildings and
other
constructions
Basic
equipment
Transportation
equipment
Tools
and Utensils
equipment Others
assets
Ongoing
assets
Advances
Administrative tangible fixed tangible fixed on account of assets
tangible assets
Total
Gross asset:
Balance on January 1st, 2015 32,114 535,129 434,009 89,711 44,151 41,181 10,455 77,649 151 1,264,550
Scope changes (4, 322) (10, 445) (7, 773) (102) (21) (935) (155) × (23, 753)
Effect of currency translation 22 43,308 4,594 2,524 627 2,721 460 8,818 19 63,093
Additions 1,733 5,053 3,147 605 904 121 5,472 $\sim$ 17,035
Transfers and reductions 351 4,604 (854) (19) (74) (48) (6,608) $\sim$ (2, 648)
Sales $\sim$ (28) (1, 119) (2, 438) (70) (80) (35) - 4 $\sim$ (3, 770)
Balance on March 31st, 2015 27,814 570,048 439,368 91,988 45,273 43,717 10,798 85,331 170 1,314,507
Balance on January 1st, 2016 24,448 565,696 416,283 85,066 45,364 42,567 11,724 41,632 168 1,232,948
Effect of currency translation (101) (59, 222) 11,140 2,480 (441) (3,085) (843) (6,909) (89) (57,070)
Additions 1,027 6,124 1,387 766 202 90 3,390 17 13,003
Transfers and reductions (362) 626 311 (116) (4, 799) (436) (23) (5, 154) (17) (9,970)
Sales (2,899) (1,036) (609) (12) (6) (9) ÷. (4, 571)
Balance on March 31st, 2016 23,985 505,228 432,822 88,208 40,878 39,242 10,939 32,959 79 1,174,340
Depreciation and losses from
impairment:
Balance on January 1st, 2015 167 160,199 302,124 62,927 33,285 31,479 6,252 596,433
Scope changes (6, 439) (7, 336) (102) (21) (925) (155) × (14, 978)
Exchange conversion effect 10,590 3,427 1,381 356 2,110 205 18,069
Reinforcements 5,668 11,709 2,809 898 1,038 177 22,299
Transfers and reductions $\overline{\phantom{a}}$ (2) (84) (74) (39) (136) (9) $\sim$ (344)
Sales $\sim$ (5) (1,046) (1,860) (31) (60) (19) $\sim$ (3,021)
Balance on March 31st, 2015 167 170,011 308,794 65,081 34,448 33,506 6,451 618,458
Balance on January 1st, 2016 164 155,363 306,534 63,946 35,404 34,066 6,485 601,962
Exchange conversion effect (11, 942) 13,092 2,982 (287) (2, 117) (462) 1,266
Reinforcements 5,710 8,492 2,949 776 649 761 $\sim$ 19,337
Transfers and reductions $\sim$ (225) (234) (94) (4,760) (429) (279) ÷, (6, 021)
Sales ÷. (2, 599) (560) (592) (12) (6) (9) ÷. (3, 778)
Balance on March 31st, 2016 164 146,307 327,324 69,191 31,121 32,163 6,496 ٠ $\overline{\phantom{a}}$ 612,766
Net value:
On March 31st, 2015 27,647 400,037 130,574 26,907 10,825 10,211 4,347 85,331 170 696,049
On March 31st, 2016 23,821 358,921 105,498 19,017 9,757 7,079 4,443 32,959 79 561,574

The additions to tangible fixed assets during the year ended on 31 March 2016 refer mainly to investments in facilities and equipment.

As at 31 March 2016, the tangible assets in progress include EUR 24,919 thousand relative to buildings and other constructions in progress, in particular the following:

  • For the Distribution sector, the expansion of the network of shops in Angola;

  • For the Distribution and Automotive sectors, logistics facilities in Angola.

14 - INVESTMENT PROPERTIES

During the years ended on 31 March 2016 and 2015, the movement in investment properties was as follows:

2016 2015
Balance on January 1st 511,683 482,185
Effect of currency translation (16,586) 11,240
Increases / (sales) (3, 488) (905)
Variation in fair value 32 (182)
Transfers of tangible fixed assets 191 4,398
Balance on March 31st 491.832 496.736

The income gained from investment property arising from operating leasing contracts reached EUR 7,495 thousand for the financial year ended on 31 March 2016 (EUR 7,785 thousand as at 31 March 2015). For the financial year ended on 31 March 2016, direct operating costs related to investment properties reached EUR 622 thousand (EUR 786 thousand as at 31 March 2015).

15 - INVESTMENTS IN ASSOCIATES AND JOINT-VENTURES

The following associates and joint-ventures were recorded through the equity method as at 31 March 2016:

Social Denomination Head Office
effective participation
Percentage
ALVORADA PETRÓLEO, S.A. Rua Paraíba, nº 1000, sala 1518, 15º andar – Bairro Funcionário 43,20%
ALSOMA, GEIE. Belo Horizonte - Minas Gerais - Brasil
3 Av André Malraux
27,00%
AVIAS - Grupo Ferroviário para a Levallois Peret - França
Edifício 1, Lagoas Park
14,10%
Alta Velocidade, ACE
AVIA PORTUGAL - Produtos Petrolíferos, S.A.
Porto Salvo
Edifício 1, Lagoas Park
40,00%
CAIS DE CRUZEIROS 2ª FASE, ACE Porto Salvo
Rua da Tapada da Quinta de Cima
15,00%
CONBATE, ACE Linhó – Sintra
Edifício 2, Lagoas Park
Porto Salvo
20,00%
CONSORCIO MINERO LUSO VARGAS C.A.
(CONLUVAR)
Av. Venezuela com Calle Mohedano, Torre JWM
Piso 5, Of. 5-2, Urb El Rosal – Caracas - Venezuela
49,00%
CONSORCIO OPSUT 2010 Calle 4, Casa nº 4, Urbanizacion Los Laureles 51,00%
DOURO LITORAL, ACE Valle de la Pascoa - Venezuela
Tower Plaza, Rotunda Edgar Cardoso, nº 23, 12º andar
40,00%
D.L.O.E.A.C.E. – Douro Litoral Obras Sala C, G e H – Vila Nova de Gaia
Edifício 2, Lagoas Park
40,00%
Especiais, ACE
FERROVIAL/TEIXEIRA DUARTE - Obras
Porto Salvo
Edifício Central Park
50,00%
Hidráulicas do Alqueva, ACE
GMP – Grupo Marítimo Português, ACE
Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha
Edifício 1, Lagoas Park
20,04%
GMP MEK– Grupo Marítimo Português Mers
El Kibir, ACE
Porto Salvo
Edifício 1, Lagoas Park
Porto Salvo
20,04%
IMOC - Empreendimentos Imobiliários, S.A. Av. Julius Nyerere, 130
Maputo
49,92%
METROLIGEIRO - Construção de Rua Abranches Ferrão, nº 10 – 5º F 26,80%
Infraestruturas, ACE
NOVA ESTAÇÃO, ACE
Lisboa
Edifício 6 – Piso 1, Lagoas Park
25,00%
RPK Gulfstream, Ltd. Porto Salvo
Tri Ruchja str.
42,70%
AK10 - Empreendimentos e 183003, Murmansk
Alameda Santos, nº 960, 19º andar, Edifício CYK
25,00%
Participações SPE Ltda.
SOMAFEL E FERROVIAS, ACE
Cerqueira César – São Paulo
Edifício 1, Lagoas Park
36,00%
TEIXEIRA DUARTE - SOPOL - Metro Porto Salvo
Edifício 2, Lagoas Park
57,30%
Superfície, ACE
TRÊS PONTO DOIS - Trabalhos Gerais de
Construção Civil, Via e Catenária
de Modernização da Linha
do Norte, ACE
Porto Salvo
Av. das Forças Armadas, 125 - 2º C
Lisboa
50,00%

The investments in associates and joint-ventures showed the following movements in the years ended on 31 March 2016 and 2015:

Capital shares Goodwill Total
Balance on January 1st, 2015 28,949 11,643 40,592
Effects of the application of equity method:
- Effect on the financial year result (Note 9) (635) (635)
- Effect in equity (2, 279) (2, 279)
Effect of currency translation 123 123
Other 268 268
Balance on March 31st, 2015 26,426 11,643 38,069
Balance on January 1 st , 2016 16,874 16,874
Effects of the application of equity method:
- Effect on the financial year result (Note 9) 5,109 5,109
- Effect in equity (8, 358) (8, 358)
Effect of currency translation (2, 233) (2, 233)
Other (50) (50)
Balance on March 31st, 2016 11,342 11,342

Investments in associated companies and joint-ventures as at 31 March 2016 and 31 December 2015 are broken down as follows:

31-03-16 $31 - 12 - 15$
Affiliates and joint-ventures Capital shares Goodwill Capital shares Goodwill Value of
financial
position
IMOC - Empreendimentos Imobiliários, S.A.R.L. 8,999 14,560 $\overline{\phantom{a}}$ 14,560
RPK Gulfstream Ltd. 500 $\overline{\phantom{0}}$ 473 $\overline{\phantom{0}}$ 473
Alvorada Petróleos, S.A. 496 430 $\overline{\phantom{0}}$ 430
SCP AK-10 Empreendimentos e Participações SPE LTDA. 15 $\overline{\phantom{a}}$ 16 $\overline{\phantom{a}}$ 16
Other 1,332 $\sim$ 1.395 $\overline{\phantom{a}}$ 1,395
11,342 ٠ 16,874 ٠ 16,874
[AA]

These shares are stated using the equity method, which, in the years ended on 31 March 2016 and 2015, had the following impacts:

1 st Quarter 16
Affiliates and joint-ventures Income and losses in
affiliates and joint-
ventures (Note 9)
Adjustments of
capital shares
Total
Alvorada Petróleos, S.A. (12) 58 46
IMOC - Empreendimentos Imobiliários, S.A.R.L. 5,108 (8, 416) (3,308)
SCP AK-10 Empreendimentos e Participações SPE LTDA. (1) (1)
Other 14 $\overline{\phantom{a}}$ 14
5,109 (8,358) (3, 249)
1st Quarter 15
Affiliates and joint-ventures Income and losses in
affiliates and
joint-ventures (Note 9)
Adjustments of
capital shares
Total
Alvorada Petróleos, S.A. (5) (48) (53)
IMOC - Empreendimentos Imobiliários, S.A.R.L. (555) (2,231) (2,786)
SCP AK-10 Empreendimentos e Participações SPE LTDA. 4 - 4
Other (79) - (79)
(635) (2,279) (2,914)

16 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the years ended on 31 March 2016 and 2015, the movements which occurred in the valuation of the financial assets available for sale, stated at their respective fair value, were as follows:

2016 2015
Fair Value on January 1st 30.427 59,887
Increase in fair value 22.658
Reduction in fair value (8,213)
Fair Value on March 31st 22,214 82,545

At 31 March 2015 and 31 December 2015, the Group held 622,229,693 shares in Banco Comercial Português, S.A., corresponding to 1.05% of the respective share capital and voting rights, classified as financial assets available for sale.

The financial assets available for sale, and their respective cost and market values, as at 31 March 2016 and 31 December 2015, are as follows:

31-03-16 31-12-15
Cost V. Market V. Cost V. Market V.
Banco Comercial Português, S.A. 739,822 22.214 739.822 30,427
739,822 22.214 739,822 30,427

17 - FINANCIAL ASSETS FOR SALE

At 31 March 2016 and 31 December 2015, the asset classified as held for sale corresponded to the estimated sale value of the share in "Limited Liability Company Cement".

18 - DEFERRED TAX

All situations which could significantly affect future taxes are recorded by applying the rules on deferred taxes.

The movement occurred on the assets and liabilities by deferred tax for the financial years ended on March 31st, 2016 and 2015 was as follows:

Assets for deferred
tax
Liabilities for
deferred tax
2016 2015 2016 2015
Balance on January 1st 194,913 171,219 59,019 56,080
Constitution / Reversal
Net income (Note 10) 23.742 2,806 254 2,490
Equity 463 (4, 432) 1,186
Exchange conversion effect and adjustments (3,244) 1,368 (2,826) 2,439
Scope changes ۰ (33) $\sim$ ۰
Balance on March 31st 215.874 170.928 56.447 62.195

Deferred tax assets are only recorded insofar as it is considered that taxable profits are likely to occur in future taxation periods which may be used to recover the tax losses or deductible tax differences. This appraisal is based on business plans of Group companies, which are periodically reviewed and updated, and on prospects of generating taxable results.

19 - RELATED PARTIES

The transactions and balances between "TD,S.A." and the companies of the Group included in the consolidation perimeter, which are related parties, were eliminated in the consolidation process and are not disclosed in the present note. The balances and transactions between the Group and the associates and joint-ventures, related and individual companies with significant voting power which have their own companies, are detailed below.

The terms or conditions applied between these related parties are, in substance, identical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.

The main balances with related parties as at 31 March 2016 and 31 December 2015 can be broken down as follows:

Balance Receivable Balance Payable
Granted loans
Other debts
Entities 31-03-16 $31 - 12 - 15$ 31-03-16 31-12-15 31-03-16 $31 - 12 - 15$ 31-03-16 $31 - 12 - 15$
AEBT - Auto Estradas do Baixo Tejo, S.A. $\overline{7}$ 5,373 5,373
AEDL - Auto Estradas do Douro Litoral, S.A. 1,202
CINTEL - Construção Interceptor Esgotos, S.A. 46 46 Δ
CONBATE, ACE 18 20 1
Consórcio Minero Luso Vargas - CONLUVAR 369 519 94 135
Consórcio OPSUT 2010 113 164 18 28
DOURO LITORAL, ACE 15 12 95 61
DOURO LITORAL OBRAS ESPECIAIS, ACE $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ (269) (269)
EIA - Ensino de Investigação e Administração, S.A. 9 9 $\overline{a}$ (324)
GMP - Grupo Maritimo Português, ACE 101 106 10 10
GMP MEK - Grupo Marítimo Português Mers El Kibir, ACE 26 24
INVESTIPART - Participações e Investimentos, S.A. 3
IMOC - Empreendimentos Imobiliários, S.A.R.L. 8.607 10,246 75 183 (120) (126)
Limited Liability Company Cement 16,072 16,072
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. 150 150
METROLIGEIRO - Construção de Infraestruturas, ACE 16 11
Moreira e Cunha, Lda. 3 5
MTS - Metro Transportes do Sul, S.A. 740 740
NOVA ESTAÇÃO, ACE 1,017 1,017 88 60 (13)
Promociones Inmobiliárias 3003, C.A. (30) (32)
RPK Gulfstream. Ltd. $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ 1,307 1,236
SOMAFEL/FERROVIAS, ACE 27 3 37 10
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 6 6 50 58
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 35 35
10,380 12,198 505 582 23,646 24,777 (432) (751)

The main transactions carried out with related parties during the periods ended on 31 March 2016 and 2015 were as follows:

Purchases and services
Sales and services rendered
obtained
Charged interests
$1st$ Quarter $16st$ $1st$ Quarter 15 $1st$ Quarter 16 $1st$ Quarter 15 $1^\mathrm{st}$ Quarter $16^\circ$ $1st$ Quarter 15
AEBT - Auto Estradas do Baixo Tejo, S.A. 6 8
CONBATE, ACE 22 25
Consórcio Minero Luso Vargas - CONLUVAR 152 514 662
Consórcio OPSUT 2010 868 467
DOURO LITORAL, ACE 16 12 34 31
GMP - Grupo Maritimo Português, ACE 10 12
GMP MEK - Grupo Marítimo Português Mers El Kibir, ACE
IMOC - Empreendimentos Imobiliários, S.A.R.L. 613 1,071 55 54
Limited Liability Company Cement 442 442
METROLIGEIRO - Construção de Infraestruturas, ACE 5
Moreira e Cunha, Lda. 9
NOVA ESTAÇÃO, ACE 28 10
SOMAFEL/FERROVIAS, ACE 19 37 10
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 5. 10
854 2,531 156 1,244 442 442

The remunerations of the members of TD,S.A. governing bodies for the periods ended on 31 March 2016 and 2015 were as follows:

$1st$ Quarter 16 1st Quarter 15
Executive Directors:
Short-term benefits 186 216
Supervisory Board:
Short-term benefits 17 17
Chartered accountant:
Short-term benefits 15 15
218 248

The remunerations of the members of TD,S.A. administration for the periods ended on 31 March 2016 and 2015 were as follows:

$1st$ Quarter 16 $1st$ Quarter 15
Senior management:
Short-term benefits 1,257 1,262
1.257 1.262

20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

This item had the following composition at 31 March 2016 and 31 December 2015:

$31 - 03 - 16$ $31 - 12 - 15$
Bank deposits 145,302 171,868
Time deposits 57,253 74,623
Other treasury applications 6,593 2,518
Cash 3.011 3,684
212.159 252.693

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

Cash flow from investment activities

Revenue from financial investments for the years ended on 31 March 2016 and 2015 refer to the disposal of equity interests in the following companies:

st Quarter 16
1
st Quarter 15
1
AEDL - Auto-Estradas do Douro Litoral, S.A. 2,491 -
PETRIN - Petróleos e Investimentos, S.A. - 10,153
Banco Bilbao Vizcaya Argentaria, S.A. - 4,904
2,491 15,057

Payments related to financial investments in the financial years ending on March 31, 2016 and 2015, concern the purchase of shares to the following associated company:

1 st Quarter 16 st Quarter 15
1
Banco Bilbao Vizcaya Argentaria, S.A. - 1,628
- 1,628

Dividends received in the financial years ending on March 31, 2016 and 2015 were as follows:

st Quarter 16
1
st Quarter 15
1
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. 1,310 -
CPM - Companhia de Parques de Macau, S.A.R.L. 260 165
1,570 165

21 - SHARE CAPITAL

As at 31 March 2015, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of EUR 0.5 each.

As at 31 March 2016, TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. directly held 203,520,000 shares representing the share capital of Teixeira Suarte, S.A., corresponding to 48.46% of its share capital.

22 - RESERVES AND RETAINED EARNINGS

Legal reserve: Pursuant to the current legislation, the Company is obliged to transfer at least 5% of its annual net profit to the legal reserve, until it reaches at least 20% of the share capital. This reserve is not distributable to shareholders, but may be used to absorb losses, after all other reserves have been depleted, or incorporated in the share capital.

Fair value reserve: The fair value reserve represents the difference between the cost value and market value of the financial assets available for sale, not yet recognised in the income statement.

Free reserves: Free reserves are available for distribution, under the terms and subject to the limits stated in the Code of Commercial Companies.

Hedge operation reserve: The hedge operation reserve reflects the effective component (net of the tax effect) of the changes in the fair value of the derivative financial instruments classified as cash flow hedges.

23 - LOANS

As at 31 March 2016 and 31 December 2015, the loans received were as follows:

31-03-16 31-12-15
Non-current liabilities:
Bank loans a) 203,468 217,980
Commercial role b) 475,905 432,257
Debentures loans c) 15.300 15.300
694.673 665.537
Current liabilities:
Bank loans a) 606,368 617,139
Commercial role b) 63.907 117,457
670.275 734,596
1.364.948 1,400.133

a) Bank loans

As at 31 March 2016, the internal bank loans, bank overdrafts and escrow accounts earned interest at the weighted annual average rate of 4.5% (4.71% as at 31 March 2015).

As at 31 March 2016, the most significant bank loans contracted by the Group essentially correspond to:

Loan raised from Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A., contracted on 21 February 2008 of the value on March 2016 of EUR 44,422 thousand, which will be repaid in 36 equal and successive instalments, ending on 10 December 2033.

Loan taken out by the Group at Caixa Geral de Depósitos, S.A. on 30 December 2008, of the value on March 2016 of EUR 27,693 thousand, which will be repaid in 93 equal and successive monthly instalments, ending on 30 December 2023.

Loan raised from Banco Caixa Geral Angola, contracted on 21 December 2011 of the value on March 2016 of EUR 6,757 thousand, which will fall due on 28 February 2019.

Loan raised from Banco Bradesco, S.A., contracted on 27 March 2012 of the value on March 2016 of EUR 1,673 thousand, which will fall due on 27 February 2019.

Loan raised from Banco BIC de Angola, contracted on 9 October 2012 of the value on March 2016 of EUR 5,930 thousand, which will fall due on 5 December 2019.

Loan raised from Banco BIC de Angola, contracted on 9 October 2012 of the value on March 2016 of EUR 14,081 thousand, which will fall due on 13 December 2019.

Loan raised from Banco Privado Atlântico de Angola, contracted on 12 October 2012 of the value on March 2016 of EUR 6,759 thousand, which will fall due on 18 October 2017.

Loan raised from Banco Popular Portugal, S.A., contracted on 13 December 2012 of the value on March 2016 of EUR 1,847 thousand. Current capital will be amortised throughout the contractual period, according to the agreed adjustment table, by the product of selling the real estate subject to the mortgage, with the remaining amount being settled through bullet amortisation on 13 December 2016.

Loan raised from Banco Itaú Unibanco, S.A., contracted on 29 August 2013 of the value on March 2016 of EUR 12,162 thousand, which will fall due on 20 January 2017.

Loan raised from Banco Itaú Unibanco, S.A., contracted on 30 August 2013 of the value on March 2016 of EUR 4,040 thousand, which will fall due on 20 May 2017, and may be renewed for another four months.

Loan raised from Banco Itaú Unibanco, S.A., contracted on 11 September 2013 of the value on March 2016 of EUR 4,488 thousand, which will fall due on 20 December 2016.

Loan raised from Banco Caixa Geral Angola, contracted on 23 January 2014 of the value on March 2016 of EUR 9,484 thousand, which will fall due on 30 April 2021.

Loan raised from Banco Angolano de Investimento, contracted on 20 February 2014 of the value on March 2016 of EUR 21,141 thousand, which will fall due on 31 October 2020.

Loan raised from Banco BIC de Angola, contracted on 22 September 2014 of the value on March 2016 of EUR 13,166 thousand, which will fall due on 13 December 2021.

Loan from Banco do Brasil S.A. taken out on 17 October 2014, amounting to 5,200 thousand euros at the end of March, 2016, which will be amortised in half yearly amounts of 1,300 thousand euros.

Loan from Caixa Económica Montepio Geral, taken out on 23 October 2014, amounting to 8,000 thousand euros at the end of March 2016, which will be repaid in 84 constant and successive monthly instalments of capital and interest, after a waiting period of twenty four months, maturing on 23 October 2023.

Loan from Caixa Económica Montepio Geral, taken out on 23 October 2014, amounting to 2,435 thousand euros at the end of March 2016, which will be repaid in 43 constant and successive monthly instalments, maturing on 23 October 2019.

Loan raised from Novo Banco, S.A., contracted on 24 October 2014 of the value on March 2016 of EUR 7,000 thousand, which will fall due on 30 April 2016.

Loan raised from Banco BANRISUL, S.A., contracted on 24 November 2014 of the value on March 2016 of EUR 405 thousand, which will fall due on 27 November 2016.

Loan raised from Banco BANRISUL, S.A., contracted on 24 November 2014 of the value on March 2016 of EUR 431 thousand, which will fall due on 27 April 2017.

Loan raised from Banco Caixa Geral Angola, contracted on 31 December 2014 of the value on March 2016 of EUR 6,897 thousand, which will fall due on 31 December 2021.

Loan from Novo Banco, S.A., taken out on 26 January 2015, amounting to 28,750 thousand euros at the end of March, 2016, which will be amortised half yearly through amounts varying between 1,000 thousand euros and 2,500 euros, with the last payment of 16,500 thousand euros being paid on 30 December 2019.

Loan raised from Banco SANTANDER, S.A., contracted on 30 April 2015 of the value on March 2016 of EUR 969 thousand, which will fall due on 27 April 2017.

Loan raised from Banco Caixa Geral, S.A., contracted on 13 May 2015 of the value on March 2016 of EUR 6,702 thousand, which will fall due on 13 November 2016.

Loan from Novo Banco, S.A., taken out on 20 May 2015, amounting to 10,228 thousand euros at the end of March 2016, which will be repaid in 8 quarterly instalments starting on 30 September 2015.

Loan from Banco Caixa Geral, S.A., taken out on 18 June 2015, amounting to 729 thousand euros at the end of March 2016, which will be repaid on 31 October, 2016.

Loan raised from Banco Caixa Geral Angola, contracted on 26 November 2015 of the value on March 2016 of EUR 12,304 thousand, which will fall due on 29 June 2020.

Loan from Banco Caixa Geral, S.A., taken out on 29 December 2015, amounting to 2,000 thousand euros at the end of March 2016, which will be repaid on 20 December, 2016.

Loan from Banco do Brasil S.A. taken out on 22 January 2016, with a duration of 3 years, amounting to 3,500 thousand euros at the end of March, 2016, which will be amortised in annual amounts of 1,167 thousand euros.

Loan from Novo Banco, S.A., taken out on 5 February 2016, with a maximum amount of 10,000 thousand euros, used in its entirety at the end of March 2016, which will amortise on 30 June 2016.

Loan from Banco Comercial Português, S.A., taken out on 29 March 2016, amounting to 10,000 thousand euros at the end of March 2016; the capital will be amortised in successive and equal half yearly instalments, payable in arrears, of capital and interest, the first on 29 September 2016 and the last on 20 February 2023.

Loan from Caixa Geral de Depósitos, S.A., taken out on 29 February 2016, amounting to 7,000 thousand euros at the end of March 2016; the current capital will be amortised on 29 May 2016.

Factoring line with recourse with Banco Caixa Geral, S.A., amounting to 5,000 thousand euros, of which 4,949 thousand euros were used at the end of March 2016.

Factoring line with recourse with Banco Caixa Geral, S.A., amounting to 10,000 thousand US dollars, of which 1,023 thousand US dollars were used at the end of March 2016, corresponding to 899 thousand euros.

Factoring line with recourse with Novo Banco, S.A., amounting to 3,500 thousand euros, of which 1,160 thousand euros were used at the end of March 2016.

As part of the scope of an overseas commercial discount line (Venezuela) granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., with Caixa Geral de Depósitos for the amount of 9.413 thousand US dollars, at the end of March 2016, corresponding to 8,268 thousand euros.

As part of the scope of an overseas commercial discount line (Algeria) granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., with Caixa Geral de Depósitos for the amount of 38.302 thousand euros, of which the amount of 27,792 thousand euros were used at the end of March 2016.

As part of the scope of an overseas commercial discount line (Angola) granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A., Teixeira Duarte - Distribuição, S.A, EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A. and TDO – Investimento e Gestão, S.A., with Caixa Geral de Depósitos for the amount of 15,000 thousand euros, of which at the end of March 2016, the amounts of 1,930 thousand euros, 4,070 thousand euros and 4,378 thousand euros respectively were used.

As part of the scope of an overseas commercial discount line (Mozambique) granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. and by TDGI – Tecnologia de Gestão de Imóveis, S.A., with Caixa Geral de Depósitos for the amount of 6,126 thousand euros, which was used in its entirety by the companies at the end of March 2016, amounting to 5,059 thousand euros and 1,067 thousand euros, respectively.

As part of the scope of an overseas commercial discount line (Angola market) granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., with Banco Privado Atlântico Europa for the amount of 4,721 thousand euros, which was used in its entirety at the end of March 2016.

As part of the scope of an overseas commercial discount line (Angola market) granted by Teixeira Duarte Distribuição, S.A, and by TDO – Investimento e Gestão, S.A., with Banco BAI Europa for a global amount of 7,500 thousand euros, of which 3,124 and 3,734 thousand euros respectively were used at the end of March.

As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 29 July 2013, with CorpBanca, C.A. (which was dissolved as a consequence of a merger through its incorporation into Banco Occidental de Descuento, C.A.), for a maximum amount of 100,000 thousand Venezuelan bolivars, increased to 200,000 thousand Venezuelan bolivars, in May 2014, with the approval in November 2014 of a further increase to 300,000 thousand Venezuelan bolivars, of which 184,375 thousand Venezuelan bolivars were used at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 593 thousand euros.

As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 29 July 2013, with Mercantil, C.A. Banco Universal, on 4 April 2013, for a maximum amount of 150,000 thousand Venezuelan bolivars, increased to a maximum limit of 300,000 thousand Venezuelan bolivars, in May 2014, with the approval in April 2015 of a further increase to 400,000 thousand Venezuelan bolivars, of which 399,520 thousand Venezuelan bolivars were used at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 1,286 thousand euros.

As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 13 February 2014, with Banco del Caribe C.A., for a maximum amount of 200,000 thousand Venezuelan bolivars, used in its entirety at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 644 thousand euros.

As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 13 February 2014, with Banco del Caribe C.A., for a maximum amount of 200,000 thousand Venezuelan bolivars, used in its entirety at the end of March 30.000, which, at the exchange rate at the end of March 2016, correspond to 97 thousand euros.

As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 5 December 2013, with Novo Banco Venezuela Branch, for a maximum amount of 15,000 thousand Venezuelan bolivars, increased in January 2014 to a maximum limit of 17,000 thousand bolivars, used in its entirety at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 55 thousand euros.

All lines of credit granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. - Venezuela Branch are negotiated and renegotiated for periods of 12, 18 and 24 months, and interest is payable on the amounts of these lines of credit that are used at normal rates for identical operations, on the local market, on the respective usage dates, which are charged monthly, quarterly or half-yearly, depending on the use.

As at 31 March 2016 and 31 December 2015, the bank loans also include the pledged accounts of the value of EUR 451,617 thousand and EUR 456,648 thousand, respectively.

b) Commercial role

As at 31 March 2016, the Group had negotiated the following commercial paper programmes:

Grouped programme of commercial paper issues contracted with Haitong Bank, S.A. and Novo Banco, S.A., on 16 December 2005, for the amount of 100,000 thousand euros, 42,500 thousand euros at the end of March 2016, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, all of which are in use by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. The participation of each company in the programme may vary each time the programme is used, The duration of the programme is five years minus one day, counted as of the contract signing date. Issue periods are between 1 and 6 months and they earn interest in advance at the Euribor rate for the period, plus a spread of 3%. The final issue will be repaid on 20 August 2018, and half-yearly amortisations are envisaged, starting on 20 August 2015, amounting to 1,000 thousand euros, for the first payment, and 2,500 thousand euros for the remaining payments, and the settlement of the remaining value on the date of the programme's final issue.

Commercial paper issued programme contracted with Banco Comercial Português, S.A. on 20 August 2008, for 17,000 thousand euros at the end of March 2016, renewable annually. The interest is earned in arrears, with the rate being indexed to the three-month Euribor plus a spread of 5.75% determined according to each issue date.

Commercial paper issued programme contracted with Banco Comercial Português, S.A. on 20 August 2008, for 3,500 thousand euros at the end of March 2016, renewable annually. The interest is earned in arrears, with the rate being indexed to the three-month Euribor plus a spread of 5.75% determined according to each issue date.

Grouped contract programme, for the placing and underwriting of commercial paper with Caixa Geral de Depósitos, S.A. on 7 July 2010, to the sum of EUR 70,000 thousand, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by TEIXEIRA DUARTE - Gestão de Engenharia e Construções, S.A. The participation of each company in each programme may vary each time it is used. The programme was renewed on 12 May 2014 until 14 May 2019, for an amount of 50,000 thousand euros, with the amount of 40,000 thousand euros in force at the end of March 2016. It will be subject to annual amortisations of 10,000 thousand euros, and will commence on 15 May 2016. Interest is payable in arrears on the date of each subscription, with the intervention rate for the respective period indexed to the Euribor rate in force on the second business day prior to each subscription date, plus 4% up until May 2016 and 3.75% for the rest of the programme's period, determined based on the date on which each bid is made.

Grouped programme, for the placing and underwriting of private commercial paper contracted on 14 January 2011 with Banco Comercial Português, S.A. with the total amount used being EUR 20,750 thousand, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of EUR 18,650 thousand and EUR 2,100 thousand, respectively. The participation of each company in the programme may vary each time the programme is used, with TEIXEIRA DUARTE - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Interest is payable in arrears and the intervention rate is indexed to one- to six-month Euribor by competitive auction of 7 to 180 days by direct placement plus 4% and determined in accordance with the date of each auction, with the repayment of the last issue taking place on 6 January 2021.

Grouped programme of commercial paper issues contracted with Banco Comercial Português, S.A., on 28 December 2011, for an overall amount of 42,000 thousand euros, 38,700 thousand euros at the end of March 2016, in which TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A., and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., take part; on this date, the amounts used by each company were 750 thousand euros, 750 thousand euros and 37,200 thousand euros, respectively. Each of the issues must necessarily be carried out together by all the issuers and the participation of each issuer cannot be less than EUR 250 thousand. The programme is in force until 30 December 2021, and amortisations of 3,300 thousand euros at the end of each half year period, with the exception of the final amortisation, which will be 5,900 thousand euros. The applicable interest rate is the Euribor for each issue period, in force on the second business day prior to its beginning, increased by a spread of 4.25%.

Grouped programme of commercial paper issues contracted with Novo Banco, S.A. and Haitong Bank, S.A., on 30 December 2013, for the amount of 191,250 thousand euros at the end of March 2016, granted by the issuing parties TEIXEIRA DUARTE – Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., and by the guarantors TEDAL – Sociedade Gestora de Participações Sociais, S.A., TEIXEIRA DUARTE – Engenharia e Construções, S.A., QUINTA DE CRAVEL – Imobiliária, S.A., and V8 – Gestão Imobiliária, S.A., being used in its entirety by Teixeira Duarte – Engenharia e Construções, S.A. The participation of each company in each programme may vary each time it is issued. The programme has a duration of five years minus 1 day, counted from the date on which the contract is signed; interest is payable in advance, with the intervention rate for the respective period indexed to the Euribor rate in force on the second business day prior to each subscription date, plus a spread of 5%, determined based on the date on which each bid is made; the final issue will be repaid on 29 November 2018. The programme will be subject to partial amortisations, of 8,000 thousand euros half-yearly as of 30 December 2015, and 5,000 thousand euros as of June 2016.

Grouped programme of commercial paper issues contracted with Banco Finantia, S.A., on 2 May 2014, for the amount of 10,000 thousand euros, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A., 1,000 thousand euros of which were being used by TEIXEIRA DUARTE - Engenharia e Construções, S.A. at the end of March 2016; the share of each issuing party may vary in each issue. The programme lasts until 2 May 2017, and issues may have a period of between 7 and 365 days. Interest is payable in arrears, at a rate corresponding to direct placement, never lower than the maximum rate indicated by the issuing party.

Grouped programme of commercial paper issues contracted with Banco Comercial Português, S.A., on 27 June 2014, for the overall amount of 55,000 thousand euros, with an amount of 50,000 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A. The programme has a duration of 5 years, and issues may have a period of one or three months. Interest is payable in arrears at a rate equal to the Euribor rate applicable to the issue period, plus 6%.

Grouped programme of commercial paper issues contracted with Banco BIC Português, S.A., on 18 November 2014, for an amount of 5,000 thousand euros, granted by TEIXEIRA DUARTE, S.A., by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A.. The programme is valid until the 2 of January 2020, and issues may have a period of one or six months. Interest is payable in arrears at a rate equal to the Euribor rate applicable to the issue period, plus 3.25%.

Grouped programme of commercial paper issues contracted with Novo Banco, S.A., on 28 December 2015, for an amount of 97,000 thousand euros at the end of March 2016, in which TEIXEIRA DUARTE, S.A., a TEIXEIRA DUARTE - Engenharia e Construções, S.A., e a TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., take part with the amounts of 9,700 thousand euros, 9,700 thousand euros and 77,600 thousand euros, respectively. The participation of each company in each programme may vary each time it is issued. The duration of the programme is five years, counted as of the contract signing date, with the interest falling due in advance and the reference rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus a spread of 5% and determined according to the date of each auction, with the repayment of the last issue being on 6 November 2018. The Program will be subject to partial amortisations of 2,500 thousand euros, which will occur half-yearly as of May 2018, with the remaining amount settled on the repayment date of the final issue.

Programme of commercial paper issues contracted with Novo Banco, S.A., on 14 January 2016, for the amount of 34,000 thousand euros, in which TEIXEIRA DUARTE, S.A., e a TEIXEIRA DUARTE - Engenharia e Construções, S.A. takes part. The programme has a duration of four years. The interest is earned in advance on each subscription date, with the intervention rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus 3% and determined in accordance with the date of each auction.

As a result of the commitment of successive renewal during the financial year of the programme contracts, some existing issues as at 31 March 2016 and 31 December 2015 are classified as non-current liabilities.

c) Debentures loans

A TEIXEIRA DUARTE – Engenharia e Construções S.A. and TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A. entered into a contract with Banco Comercial Português, S.A. for the Provision of Assistance and Placement Services for a Private Bond Issue Offer, as well as a Paying Agent Contract related to the Grouped Issue of Bonds by Private Subscription, amounting to 15,300 thousand euros (1,500 thousand euros from TEIXEIRA DUARTE – Engenharia e Construções S.A. and 13,800 thousand euros from TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A.) known as "TEIXEIRA DUARTE - Engenharia e Construções, S.A. / TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A. – 2014/2021". Interest is settled quarterly at a rate of 4.57%, and repayment will be made at part in three equal instalments, on 2 April 2019, 2 April 2020 and 2 April 2021.

As at 31 March 2016 and 31 December 2015, the repayment of the non-current bank loans is defined as follows:

31-03-2016 31-12-2015
2017 79,195 91,846
2018 272,373 267,496
2019 91,022 90,634
2020 120,663 85,220
2021 and following 131,420 130,341
694,673 665,537

As at 31 March 2016 and 31 December 2015, financing agreements in foreign currency were expressed in the following currencies:

31-03-16 31-12-15
Currency Currency Euros Currency Euros
Venezuelan bolivar 3,216,116 10.351 3.511.491 16,233
American dollars 18,698 16,423 28.442 26,125
Japanese yen 4,700 37 4,671 35
Angola Kwanza 21,963,635 122,939 22.118.694 149,621
Mozambican metical 36 1 5
Brazilian real 108.386 26.324 130.074 30.168

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

24 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

As part of different inspections conducted by the Tax and Customs Authorities (AT) of accounting elements of TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., 100% of which is directly held by TEIXEIRA DUARTE, S.A., with regard to the financial years from 2007 to 2012, the following corrections have been made to the tax losses initially ascertained for this subsidiary:

Financial
year
Calculated
tax loss
AT
correction
2007 46,632 29,331
2008 50,590 45,938
2009 50,182 24,807
2010 18,165 6,467
2011 12,779 3,213
2012 13,294 3,971

With the exception of the amounts of 611 and 1,666 thousand euros, including in the tax loss corrections for 2008 and 2012, respectively (and with regard, according to AT, to the undue application of item 10 of article 22 of EBF to the distribution of profits by the Closed TDF Real Estate Investment Fund), all of the remaining corrections are the result of the non-acceptance of financial expenses incurred as a result of the investment made in subsidiary companies as supplementary provisions, as a taxable expense.

Given that TEIXEIRA DUARTE– Gestão de Participações e Investimentos Imobiliários, S.A. pays corporation tax (IRC) according to the RETGS (articles 69 onwards of the IRC code), corrections to tax losses for periods 207 to 2011 were subject to additional IRC payments and compensatory interest issued to TEIXEIRA DUARTE – Engenharia e Construções, S.A., a subsidiary held 100% by TEIXEIRA DUARTE, as the RETGS parent company for these financial years. Under the terms of the law, TEIXEIRA DUARTE – Engenharia e Construções, S.A. contested the corrections made by AT to the periods from 2007 to 2011.

No additional settlement whatsoever had been issued for the company on this date, in its capacity as the RETGS parent company, relating to corrections for the 2012 financial year.

Despite the outcome being unfavourable to the intentions of TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A., and, consequently, to TEIXEIRA DUARTE – Engenharia e Construções, S.A., as the parent company, within the scope of the process relating to the 2006 period about the acceptance, as a taxable expense, of financial expenses incurred by the investment made in subsidiary companies in the form of supplementary provisions, the Board of Directors still expects to obtain an outcome different to the remaining periods subject to corrections.

In addition to the aforementioned corrections regarding the subsidiary TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A., below can be found individual reports on corrections made by the AT to TEIXEIRA DUARTE – Engenharia e Construções, S.A.:

  • Correction to the taxable profit ascertained in the 2008 period, amounting to 35,467 thousand euros, of which the Company contested 32,595 thousand euros related to tax credits, the taxable gains re-investment regime and the undue application of item 10 of article 22 of EBF;
  • Corrections to the taxable profit ascertained in the 2011 period, amounting to 1,739 thousand euros, of which the Company contested 608 thousand euros, essentially related to the non-acceptance of autonomous taxation as a taxable expense;
  • Correction related to IRC (corporation tax) from previous periods and included in the additional settlement issued with reference to the 2011 financial year, amounting to 12 thousand euros, which was contested in full by the Company, which believes that the correction envisaged in item 6 of article 45 of the IRC Code (the text applicable to the 2011 period) does not cover the Municipal Surcharge;
  • Corrections to the taxable profit ascertained in the 2012 period, amounting to 9,268 thousand euros, of which the Company will contest 702 thousand euros, related to the non-acceptance of autonomous taxation as a taxable expense, as well as favourable corrections to the amount of tax credits for international double taxation, amounting to 2,969 thousand euros.

Guarantees:

As at 31 March 2016 and 31 December 2015, the companies included in the consolidation perimeter had provided the following guarantees to third parties:

31-03-16 31-12-15
Granted bank guarantees 368.323 483.912
Guarantee insurance 221,589 193,160

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

TEIXEIRA DUARTE - Engenharia e Construções, S.A., EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Fluviais e Marítimas, S.A., RECOLTE, Serviços e Meio Ambiente, S.A., RECOLTE, Servicios y Medioambiente, S.A.U., EMPA - Serviços de Engenharia, S.A., and the Boyacá - La Guaira consortium, have provided bond insurance to guarantee the performance of works and services provided.

For the purposes of suspending the tax enforcement process opened for the subsidiary TEIXEIRA DUARTE – Engenharia e Construções, S.A., regarding IRC (corporation tax) debt from the 2008 financial year, since contested, a bank guarantee for 14,752 thousand euros was issued in favour of the AT. Subsequently, TEIXEIRA DUARTE – Engenharia e Construções, S.A. required the replacement of the bank guarantee with a surety provided by TEIXEIRA DUARTE, S.A.; this intention was subsequently rejected by AT. Legal claims have been submitted against the different rejection decisions of AT, with a favourable outcome for the Company. At the end of March 2016, the Company is currently preparing its reaction to the appeal filed by the Public Treasury against the most recent ruling in favour of the Company, with regard to the aforementioned legal claims. Upon verification of the acceptance by AT of the replacement of the bank guarantee with a surety, the Company will cancel the aforementioned bank guarantee.

For the purposes of suspending the tax enforcement process opened for the subsidiary TEIXEIRA DUARTE – Engenharia e Construções, S.A., regarding IRC (corporation tax) debt from the 2010 financial year, since contested, TEIXEIRA DUARTE, S.A. presented a surety, amounting to 10,139 thousand euros, which was accepted by the Tax and Customs Authority.

A mortgage was also raised, in favour of Caixa Geral de Depósitos, S.A., on lot 3, located at Lagoas Park, belonging to TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., to guarantee the loan agreement granted by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., amounting to 27,693 thousand euros at the end of March 2016.

To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 6,757 thousand euros at the end of March 2016, HOTEL BAÍA, Lda. raised a mortgage on property no. 256 - 1st section, belonging to it, located in Chicala.

To guarantee the contract entered into with BIC, amounting to 5,930 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 2554, belonging to it, located in Chicala.

To guarantee the contract entered into with BIC, amounting to 13,166 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 2554, belonging to it, located in Chicala.

To guarantee the contract entered into with BIC, amounting to 14,081 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 354, belonging to it, located in Samba.

To guarantee the contract entered into with Banco Angolano de Investimentos, amounting to 21,141 thousand euros at the end of March 2016, CND – Companhia Nacional de Distribuição, Lda. raised a mortgage on properties nos. 123 and 874, belonging to it, located in Ingombotas and Sambizanga respectively.

To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 6,897 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 187, belonging to it, located in Ingombotas.

To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 9,484 thousand euros at the end of March 2016, HOTEL TRÓPICO, S.A. raised a mortgage on property no. 1826, belonging to it, located in Ingombotas.

To guarantee the contract entered into with Banco BIC, amounting to 25,140 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 2554, belonging to it, located in Samba.

To guarantee the commercial paper contract entered into with Banco Comercial Português, S.A., amounting to 38,700 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE, S.A. to TEIXEIRA DUARTE - Engenharia e Construções, S.A. and to TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., a generic mortgage was raised on properties constructed respectively on lots 6, 18 and 19 in Lagoas Park, owned by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A.

To guarantee the loan amounting to 1,847 thousand euros at the end of March 2016, taken out with Banco Popular Portugal, S.A. on 13 December 2012, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., by TEIXEIRA DUARTE - Gestão de Participações e Investimentos imobiliários S.A., by QUINTA DE CRAVEL - Imobiliária, S.A. and by V8 - Gestão Imobiliária, S.A., to V8 - Gestão Imobiliária, S.A., a mortgage was raised on fractions of its ownership of an urban property located at Rua de Castro Portugal, numbers 497 and 511; Rua Professora Rita Lopes Ribeiro Fonseca, numbers 46, 52, 76, 80, 94 and 96; District and Parish of Vila Nova de Gaia, and on fractions of urban property known as lot 14, located at Rua Guilherme Duarte Camarinha, number 12, District of Candal, parish of Vila Nova de Gaia, for a global value of 1,847 thousand euros.

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

To guarantee the commercial paper contract entered into with Haitong Bank, S.A. and Novo Banco, S.A., amounting to 42,500 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., to TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. and to TEDAL - Sociedade Gestora de Participações Sociais, S.A., 325,000,000 and 32,000,000 shares in Banco Comercial Português, S.A. were given as pledges, respectively.

To guarantee the loan agreement entered into with Novo Banco, S.A., amounting to 28,750 thousand euros at the end of March 2016, TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. and C+P.A. – Cimentos e Produtos Associados, S.A. gave 120,000,000 and 145,229,693 shares in Banco Comercial Português, S.A. as pledges, respectively.

To guarantee the commercial paper contract entered into with Haitong Bank, S.A. and Novo Banco, S.A., amounting to 191,250 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A.. TEDAL - Sociedade Gestora de Participações Sociais, S.A. gave as a pledge 12,500,000 shares in EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., 200,000,000 shares in C+P.A. – Cimentos e Produtos Associados, S.A., and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. gave as a pledge 1,325,000 participation units in the Fundo de Investimento Imobiliário Fechado TDF. TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. constituted a voluntary mortgage on an urban property it owns, destined for warehouses, workshops, materials laboratory and parking of equipment, located on Avenida da Indústria, Alto Estanqueiro - Jardia, Montijo, of the value of EUR 13,242 thousand. QUINTA DE CRAVEL - Imobiliária, S.A., also mortgaged the lots for construction numbers 10, 11, 12, 13, 19, 23, 26 and 31, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of EUR 6,829 thousand. V8 - Gestão Imobiliária, S.A. mortgaged the lots for construction numbers 1, 2, 3, 5, 6, 8 and 16, 18, 20 and 30 located at Empreendimento Santa Maria Design District, Santa Marinha, Vila Nova de Gaia, for the total value of EUR 26,698 thousand.

To guarantee the commercial paper contract entered into with Caixa Geral de Depósitos, S.A., amounting to 70,000 thousand euros, renewed on 12 May 2014 until 14 May 2019, for the amount of 50,000 thousand euros - 40,000 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. gave as a pledge 4,675,000 participation units in the Fundo de Investimento Imobiliário Fechado TDF.

To guarantee the commercial paper contract entered into with Novo Banco, S.A., amounting to 34,000 thousand euros, granted by TEIXEIRA DUARTE, S.A. and TEIXEIRA DUARTE - Engenharia e Construções, S.A., TEIXEIRA DUARTE, S.A. gave as a pledge 1,000,000 shares in TDGI - Tecnologia de Gestão de Imóveis, S.A.

In order to reinforce the guarantees provided under the financial lease contract signed on 31 December 2008 with Banco Comercial Português, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 9,000,000 shares in SOMAFEL - Engenharia e Obras Ferroviárias, S.A..

To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 12,304 thousand euros at the end of March 2016, TEIXEIRA DUARTE – Engenharia e Construções, S.A. – Angola Branch, pledged 13,020 Treasury Bond Securities.

In order to secure debts to third parties, of the value of EUR 14 thousand, IMOTD - SGPS, S.A. pledged 14,000 shares in V8, S.A..

In order to secure the loan contract granted by TDHOSP – Gestão de Edifício Hospitalar, S.A. of the value on March 2016 of EUR 44,422 thousand, TEIXEIRA DUARTE - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos, S.A. and Caixa Banco de Investimentos, S.A. 1,540,000 shares in TDHOSP - Gestão de Edifício Hospitalar, S.A. Under the same loan contract, TEIXEIRA DUARTE - Engenharia e Construções, S.A., as shareholder, pledged the credit rights over TDHOSP - Gestão de Edifício Hospitalar, S.A..

To guarantee the loan agreement entered into with Caixa Económica Montepio Geral, amounting to 2,435 thousand euros at the end of March 2016, granted by DIGAL – Distribuição e Comércio, S.A., DIGAL – Distribuição e Comércio, S.A. made a commercial pledge of equipment, amounting to 3,394 thousand euros.

To guarantee the loan agreement entered into with Caixa Económica Montepio Geral, amounting to 8,000 thousand euros, granted by PPS – Produtos Petrolíferos, S.A., TDARCOL – SGPS, S.A. pledged shares in PPS – Produtos Petrolíferos, S.A..

To guarantee the loan of a maximum amount of 10,000 thousand euros, taken out with Novo Banco, S.A., granted by Teixeira Duarte – Engenharia e Construções, S.A. and by C+PA – Cimentos e Produtos Associados, S.A., C+PA – Cimentos e Produtos Associados, S.A. is under the obligation to make a partial or full repayment of amounts payable under the Contract, in an amount equivalent to the product resulting from the divestment of the share capital of "Limited Liability Company Cement".

To guarantee the loan amounting to 10,000 thousand euros at the end of March 2016, taken out with Banco Comercial Português, S.A., granted by Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A. raised a mortgage on building 9 at the Lagoas Park venture.

To guarantee the loan amounting to 7,000 thousand euros at the end of March 2016, taken out with Caixa Geral de Depósitos, S.A., granted by Teixeira Duarte, S.A., by Teixeira Duarte - Engenharia e Construções S.A. and by Teixeira Duarte - Gestão de participações e Investimentos Imobiliários, S.A., to Teixeira Duarte - Gestão de participações e Investimentos Imobiliários, S.A., a second mortgage was raised on Lot 3, located at Lagoas Park.

Financial commitments:

As at 31 March 2016 and 31 December 2015, the letters of comfort provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached EUR 461,324 thousand and EUR 485,853 thousand, respectively.

As at 31 March 2016 and 31 December 2015, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of EUR 7,292 thousand and EUR 10,538 thousand, respectively. According to the contractual conditions, the Group's liability is essentially restricted to the guaranteed acceptance of the invoices object of the factoring on the part of the customers.

25 - MEASUREMENTS AT FAIR VALUE

Fair value estimate - assets and liabilities measured at fair value

The following table shows the Group's assets and liabilities measured at fair value at 31 March 2016 according to the following fair value levels:

  • Level 1: the fair value of financial instruments is based on prices ruling on active, liquid markets at the date of the statement of financial position;

  • Level 2: the fair value of financial instruments is not determined based on active market prices but ac-cording to valuation models;

  • Level 3: the fair value of financial instruments is not determined based on active market prices but ac-cording to valuation models, the main inputs of which are not observable on the market.

Class Item Level 1 Level 2 Level 3
Assets:
Financial assets available for sale Shares 22,214 $\blacksquare$
Financial assets at fair value by results Shares 35 $\blacksquare$
Investment Properties Buildings and land ٠ 491,832
Liabilities:
Financial assets at fair value Coverage derivatives 17,116

Except with respect to non-current loans, most financial assets and liabilities mature in the short term, hence it is considered that their fair value is identical to the respective book values.

Regarding loans, most loans are taken out at variable interest rates. It is considered that their book value (amortised cost) does not differ significantly from corresponding market value.

26 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the year that ended on 31 December 2016 were approved by the Board of Directors on 30 May 2016.

27 - SUBSEQUENT EVENTS

TEIXEIRA DUARTE continued its activity in the different markets in which it operates, and there are no relevant events to mention, occurring between 31 March 2016 and the issue date of this document.