Jeronimo Martins — Interim / Quarterly Report 2009

Nov 27, 2009

Consolidated Report First Nine Months of2009

Non Audited

INDEX

I – Consolidated Management Report
1. Introduction	3
2. Performance Analysis	4
3. Sales	5
4. Results	6
5. Balance Sheet	7
6. Outlook	7
II – Consolidated Management Report Appendix
1. Stores Network	8
2. Definitions	8
3. Information Regarding Individual Financial Statements	8
III – Consolidated Financial Statements
1. Financial Statements	10
2. Notes to the Consolidated Financial Statements	14

I. CONSOLIDATED MANAGEMENT REPORT

1. Introduction

Strong sales and earnings performance: consolidated net sales increased by 5.8% and EBITDA by 12.6% (+20.6% and +28.4%, respectively, at constant exchange rate).

Consolidated EBITDA margin posted a significant increase of 42b.p. to 7.0% of sales, driven by the benefits from the integration of Plus.

This strong operating performance has driven the Group's net income to increase by 14.2% in the nine months, +29.0% when excluding the non recurrent items.

Following the solid performance posted in the first nine months of the year and despite the current macroeconomic environment, the Group maintains its positive outlook on the evolution of earnings for the last quarter of the year.

2. Performance Analysis

Key figures

• +5.8% growth (+20.6% at constant exchange rate) in Consolidated Sales which reached Euro5,318.3 mn
• +12.6% growth (+28.4% at constant exchange rate) in Consolidated EBITDA which reached Euro373.7 mn
• +14.2% growth in Net Profit attributable to JM which reached Euro138.7 mn
• Net Debt was reduced to Euro780.9 mn

The remarkable growth of sales and results reflected the Group's strong and consistent operational performance in both geographic areas, Portugal and Poland, during the first nine months of the year.

Consolidated net sales reached Euro5,318.3 mn, a +5.8% growth, formed by, i) +3.6p.p. from the Group's LFL growth, ii) +17.0p.p. from the new stores and revampings and iii) –14.8p.p. due to the devaluation of the zloty against the euro (-21.8% on average terms).

For the LFL sales evolution, it is important to highlight the strong performance of Pingo Doce supermarkets where the LFL sales growth of 1.4% in value in the nine months, is even more significant when considering the deflation in our average basket registered in the period (c. 5%). We believe that Pingo Doce is fully taking advantage of the benefits of its strong and clear value proposition. Biedronka maintained a solid performance, with a 7.9% LFL in the nine months.

Consolidated EBITDA increased by 12.6% to Euro373.7 mn in first nine months of 2009. EBITDA margin increased from 6.6% (9M 2008) to 7.0% (9M 2009), reflecting the benefits of the new scale of operations in Portugal and Poland.

Financial charges decreased by 13.9% to Euro53.2 mn reflecting, on one hand, the increasing interest charges related to the Group's higher debt position and, on the other, lower average cost of debt in the nine months of 2009 and costs with non recurrent nature incurred in 2008.

The strong operating performance of the different business areas led to a growth, in the first nine months of the year, of 14.2% of the net result attributable to Jerónimo Martins, a significant +29.0% when excluding the non recurrent items.

Consolidated net was reduced to Euro780.9 mn in the nine months of 2009 and gearing reached 79.0%, in line with one of the Management's top priorities for the year – strengthening the balance sheet.

3. Sales

SALES GROWTH
			Total SalesGrowth			LFL SalesGrowth
	Q1 09	Q2 09	H1 09	Q3 09	9M 09	Q1 09	Q2 09	H1 09	Q3 09	9M 09
JMR	11.2%	12.8%	12.0%	4.1%	9.1%	‐4.6%	3.1%	‐0.7%	0.7%	‐0.2%
Supermarkets	16.1%	17.4%	16.8%	8.4%	13.7%	‐3.6%	4.6%	0.6%	2.7%	1.4%
Hypers *	‐12.9%	‐13.3%	‐13.1%	‐20.3%	‐15.7%	‐10.1%	‐8.4%	‐9.3%	‐13.9%	‐10.9%
Recheio	5.2%	7.7%	6.5%	4.7%	5.8%	1.8%	2.6%	2.2%	1.7%	2.0%
Madeira	‐4.3%	5.9%	0.8%	2.8%	1.5%	‐4.4%	0.4%	‐2.0%	2.8%	‐0.3%
Biedronka
Euro	5.2%	2.8%	3.9%	5.6%	4.5%
PLN	32.3%	34.3%	33.4%	34.0%	33.6%	7.7%	8.1%	7.9%	7.9%	7.9%
Manufacturing	‐8.2%	‐3.0%	‐5.5%	‐6.5%	‐5.9%	‐8.2%	‐3.0%	‐5.5%	‐6.5%	‐5.9%
Mkt. Repr. and Rest. Serv.	5.0%	19.4%	12.2%	5.4%	9.7%	‐7.3%	0.5%	‐3.4%	‐9.3%	‐5.5%

* excluding two stores under revamping

The sales growth reflected the positive performance in the majority of the different business areas.

In Portugal, regarding price indexes, food deflation, reflected in our average basket, increased in the third quarter of the year with the impact on sales growth being more than compensated by the very positive evolution of the volumes sold by the Group's chains.

During the first 9 months of the year, the food retail market in Portugal registered an increase of 3% to 4% of total sales area, and new openings were dominated by openings of proximity formats and stores with smaller selling area.

Net sales for Retail in Portugal increased, in the nine months, by 9.1% to Euro1,819.6 mn, with the contribution of Euro193.5 mn from the former Plus stores integrated at the end of the first semester of 2008.

At Pingo Doce supermarkets, the 1.4% LFL sales growth reflected a significant volume growth considering the deflation registered in the period (c. 5%). The LFL growth trend accelerated in third quarter with the former Plus stores contributing for the three months of LFL.

For the Group's hypermarkets, the LFL decrease of 10.9% in the nine months of 2009 reflected the repositioning of the business model and the impact of the increasing food deflation.

At Recheio, the continued improvement in productivity allowed for a more efficient price positioning that is contributing to the growth of sales. The LFL sales growth in the nine months was +2.0%, more than 4% in volumes. Both distribution channels (traditional and HoReCa) contributed towards this positive trend in sales. The new store acquired in November 2008 has pushed total net sales to increase by 5.8% in the period.

In the Madeira business area, the LFL performance of -0.3% in the first nine months reflected a very healthy progression in volume considering the deflation of the company's average basket. The price repositioning started in the second semester of 2008 and has had a positive effect on the competitive positioning of the banner.

In Poland, the consistency and stability observed in the economic performance of the country during the first nine months of the year is bringing positive revisions of the 2009 GDP growth forecasts, from the main international institutions.

With regards to the food retail sector, the discount format has been the leading format for stores openings in Poland and Biedronka registered c. 60% of the total store openings, in the format, during the first nine months of the year.

At Biedronka, LFL sales performance continued with the trend observed since the beginning of the year and reached 7.9% in the nine months of 2009 with a special note to the double digit LFL registered by main food categories.

The total sales of Biedronka reached Euro2,674.2 mn, a growth of 4.5% in Euros (+33.6% in local currency), with Euro295.3 mn of sales from the former Plus stores acquired in the last quarter of 2008.

With regards to Manufacturing, the sales in volumes registered a positive evolution in the key categories especially in the food area, as the result of the work carried out in launching new products and improving competitiveness. In value terms, sales registered, in the nine months, a decline of 5.9% when compared with the same period last year, reflecting the evolution, in the market, of the prices of raw materials.

In the business area of Marketing, Representations and Restaurants, total sales increased by 9.7%, mainly reflecting two new brands in the portfolio since 2008 and some openings in the restaurant area.

3. Results

CONSOLIDATED RESULTS Tho. Euro % Tho. Euro % Δ % Tho. Euro % Tho. Euro % Δ % N et Sales & Services 5.318.319 5.025.738 5,8% 1.937.746 1.854.050 4,5% Total M argin 1.241.397 23,3% 1.142.008 22,7% 8,7% 453.767 23,4% 423.697 22,9% 7,1% Operating Costs -867.703 -16,3% -810.081 -16,1% 7,1% -299.705 -15,5% -291.131 -15,7% 2,9% EB IT D A 373.694 7,0% 331.928 6,6% 12,6% 154.062 8,0% 132.565 7,2% 16,2% Depreciation -124.566 -2,3% -114.754 -2,3% 8,6% -42.710 -2,2% -40.824 -2,2% 4,6% EB IT 249.129 4,7% 217.174 4,3% 14,7% 111.353 5,7% 91.742 4,9% 21,4% Net Financial Results -53.226 -1,0% -61.795 -1,2% -13,9% -18.140 -0,9% -17.639 -1,0% 2,8% Non Recurrent Items -6.208 -0,1% 7.804 0,2% n.a -1.704 -0,1% 8.870 0,5% n.a EB T 189.694 3,6% 163.183 3,2% 16,2% 91.509 4,7% 82.973 4,5% 10,3% Taxes -38.370 -0,7% -37.974 -0,8% 1,0% -18.718 -1,0% -19.302 -1,0% -3,0% N et P ro fit 151.324 2,8% 125.209 2,5% 20,9% 72.792 3,8% 63.671 3,4% 14,3% M inority Interests -12.655 -0,2% -3.803 -0,1% 232,7% -7.099 -0,4% -7.117 -0,4% -0,3% N et P ro fit attr. to JM 138.670 2,6% 121.406 2,4% 14,2% 65.692 3,4% 56.554 3,1% 16,2% EPS (euro) 0,22 0,19 14,2% 0,10 0,09 16,2% Cash Flow per share (euro) 0,46 0,38 21,2% 0,19 0,17 13,9% 9M 09 9M 08 Q3 09 Q3 08

4. Balance Sheet

BALANCE SHEET
(Thousand Euro)	9M 09	2008 YE	9M 08
Net Goodwill	727,342	734,126	558,237
Net Fixed Assets	2,010,959	1,967,459	1,944,578
Net Working Capital	‐1,097,443	‐1,065,131	‐1,003,842
Others	129,201	140,521	129,183
Invested Capital	1,770,059	1,776,975	1,628,155
Financial Debt	863,668	946,018	880,531
Leasings	89,410	101,659	95,056
Accrued interest	32,478	21,811	45,315
Marketable sec. & Bank deposits	‐204,630	‐223,638	‐318,095
Net Debt	780,926	845,850	702,807
Minority Interests	278,253	281,307	278,090
Share Capital	629,293	629,293	629,293
Reserves and Retained Earnings	81,586	20,525	17,965
Shareholders Funds	989,132	931,125	925,348
Gearing	79.0%	90.8%	76.0%

5. Outlook

Despite the adverse macroeconomic environment, Jerónimo Martins maintains a positive outlook for the last quarter of the year. The operating performance registered in the first nine months reflected the strength of the business models, particularly in the distribution area, through the Pingo Doce supermarkets, Recheio and Biedronka.

Lisbon, 28th October, 2009

The Board of Directors

II. CONSOLIDATED MANAGEMENT REPORT APPENDIX

1. Stores Network

NUMBEROF STORES
			Openings		Closings		Network
	08 YE	Q1 09	Q2 09	Q3 09	9M 09	Q1 09	H1 09	9M 09	9M 08
JMR	343	1	3	4	9	344	342	342	338
Supermarkets	334	1	3	4	9	335	333	333	329
Hypers	9	0	0	0	0	9	9	9	9
Recheio	35	0	0	0	0	35	35	35	34
Madeira	15	0	0	0	0	15	15	15	15
Biedronka	1,359	27	42	30	26	1,372	1,408	1,432	1,118

SALES AREA (sqm)

		Openings		Closings*	Network
	08 YE Q1 09 Q2 09		Q3 09	9M 09	Q1 09	H1 09	9M 09	9M 08
JMR	433,049	1,000	2,307	5,330	8,260	433,572	431,850	433,426	428,210
Supermarkets	350,396	1,000	2,307	5,330	8,075	350,041	349,382	350,958	345,557
Hypers	82,653	0	0	0	185	82,468	82,468	82,468	82,653
Recheio	115,724	0	0	0	1,314	115,724	115,724	114,410	109,894
Madeira	14,626	0	0	0	326	14,300	14,300	14,300	14,626
Biedronka	753,531	17,452	24,775	17,737	24,457	764,502	772,353	789,038	581,532

* including changes ofsales area due to remodellings

2. Definitions

Like For Like (LFL) sales: sales made by stores that operated under the same conditions in the two periods. Excludes stores opened or closed in one of the two periods. Sales of stores that underwent profound remodelling are excluded for the remodelling period (store closure).

EBITDA: operating profit (consolidated income statement by functions) excluding exceptional operating profits/losses and depreciations of the period.

Cash Flow per share: (Net Profit + Depreciation – Deferred tax – Non-recurrent items) / Number of Shares.

Gearing: Net Debt / Shareholder Funds.

3. Information Regarding Individual Financial Statements

In accordance with number 3 of article 10 of the Regulation number 5/2008 of the Portuguese Securities Market Commission (CMVM), the Quarter Individual Financial Statements of Jerónimo Martins SGPS, S.A. will not be disclosed as they do not include significant information.

III. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT BY FUNCTIONS FOR SEPTEMBER 2009 AND 2008

3rd Quarter 2009 1,937,746 (1,564,531) 80,552	3rd Quarter 2008 1,854,049 (1,505,426)
	75,074
453,767	423,697
(300,559)	(292,542)
(41,856)	(39,413)
(1,881)	42
109,471	91,784
(18,225)	(8,391)
86	45
177	(465)
91,509	82,973
(18,717)	(19,302)
72,792	63,671
7,099	7,117
65,693	56,554
0.1045	0.0900

To be read with the attached notes to the consolidated financial statements.

CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2009 AND DECEMBER 2008

		Euro thousand
Notes	2009	2008
9	1,888,891	1,874,863
9	64,480	64,509
9	846,909	826,721
	861	854
11	7,852	7,470
	72,533	66,629
10	3,941	1,027
	59,434	63,170
	2,944,901	2,905,243
	315,861	385,653
	53,540	34,736
	175,243	172,764
	-	1,037
12	215,271	227,132
	759,915	821,322
		3,726,565
		629,293
		22,452
		(6,060)
		58,295
		(54,162)
	710,865	649,818
	278,240	281,307
	989,105	931,125
15	767,884	739,333
10	32,764	19,664
16	29,621	28,195
	966	984
16	22,481	25,892
	54,306	54,726
	908,022	868,794
	1,505,545	1,560,042
10	1,777	-
15	189,649	308,344
	110,640	58,178
	78	82
	1,807,689	1,926,646
	10 13.1	3,704,816 629,293 22,452 (6,060) 49,800 15,380

To be read with the attached notes to the consolidated financial statements.

JERÓNIMO MARTINS, SGPS, S.A.

CONSOLIDATED STATEMENT OF GAINS AND LOSSES RECOGNISED IN EQUITY

Euro thousand 9 Months 2009 9 Months 2008 3rd Quarter 2009 3rd Quarter 2008 Currency translation differences (4,095) 16,341 19,345 (5,464) Fair value of cash flow hedging (8,629) (235) (5,309) (80) Revaluation of fixed assets - 507 - 507 Fair value of hedging instruments on foreign operations 1,760 (5,881) (3,359) 406 Fair value of available-for-sale financial investments 382 (1,217) 382 - Gains/losses directly recognised in equity (10,582) 9,515 11,059 (4,631) Net profit 151,325 125,209 72,792 63,671 Total gains/losses recognised 140,743 134,724 83,851 59,040 Attributable to: Minority interests 10,568 4,015 6,160 7,329 Jerónimo Martins Shareholders 130,175 130,709 77,691 51,711

		Shareholders' equity attributable to Shareholders of Jerónimo Martins, SGPS, S.A.
	Notes	Share Capital	Share Premium	Own Shares	Fair value and other reserves	Retained Earnings	Total	Minority Interests	Shareholders' Equity
Balance Sheet at 31 December 2007		629,293	22,452	(6,060)	92,814	(161,620)	576,879	287,326	864,205
Equity changes in 2008
Currency translation differences in the First Nine Months of 2008	13.1				16,341		16,341		16,341
Revaluation of fixed assets:
- from 2008 - transfer of land to investment properties					295 (3,981)	3,981	295 -	212	507 -
Fair value of cash flow hedging	13.1				(235)		(235)		(235)
Fair value of hedging instruments on foreign operations	13.1				(5,881)		(5,881)		(5,881)
Fair value of available-for-sale financial investments	13.1				(1,217)		(1,217)		(1,217)
Gains/losses directly recognised in equity					5,322	3,981	9,303	212	9,515
Net profit in the First Nine Months of 2008						121,406	121,406	3,803	125,209
Total gains/losses recognised during the year					5,322	125,387	130,709	4,015	134,724
Dividends	13.1					(60,330)	(60,330)	(13,251)	(73,581)
Balance Sheet at 30 September 2008		629,293	22,452	(6,060)	98,136	(96,563)	647,258	278,090	925,348
Balance Sheet at 31 December 2008		629,293	22,452	(6,060)	58,295	(54,162)	649,818	281,307	931,125
Equity changes in 2009
Currency translation differences in the First Nine Months of 2009	13.1				(4,095)		(4,095)		(4,095)
Fair value of cash flow hedging	13,1				(6,542)		(6,542)	(2,087)	(8,629)
Fair value of hedging instruments on foreign operations	13.1				1,760		1,760		1,760
Fair value of available-for-sale financial investments	13.1				382		382		382
Gains/losses directly recognised in equity	13.1				(8,495)		(8,495)	(2,087)	(10,582)

Net profit in the First Nine Months of 2009 138,670 138,670 12,655 151,325 Total gains/losses recognised during the year (8,495) 138,670 130,175 10,568 140,743 Dividends (69,128) (69,128) (13,635) (82,763)

Balance Sheet at 30 September 2009 629,293 22,452 (6,060) 49,800 15,380 710,865 278,240 989,105

To be read with the attached notes to the consolidated financial statements.

CONSOLIDATED CASH FLOW STATEMENT FOR SEPTEMBER 2009 AND 2008

			Euro thousand
	Notes	2009	2008
Operating Activities
Cash generated from operations		452,597	432,889
Interest paid		(58,010)	(62,626)
Income taxes paid		(22,938)	(28,444)
Cash Flow from operating activities		371,649	341,819
Cash flow from investment activities		(220,700)	(404,563)
Cash Flow from financing activities		(159,822)	91,469
Net changes in cash and cash equivalents		(8,873)	28,725
Cash and cash equivalents changes
Cash and cash equivalents at the beginning of 3rd Quarter		227,132	268,639
Net changes in cash and cash equivalents		(8,873)	28,725
Fair value of financial assets held for trade		220	-
Effect of acquisition of subsidiaries		-	12,120
Effect of currency translation differences		(3,208)	12,003
Cash and cash equivalents at the end of 3rd Quarter	12	215,271	321,487

To be read with the attached notes to the consolidated financial statements

CONSOLIDATED CASH FLOW STATEMENT FOR THE INTERIM PERIOD

				Euro thousand
	9 Months 2009	9 Months 2008	3rd Quarter 2009	3rd Quarter 2008
Cash Flow from operating activities	371,649	341,819	237,306	155,848
Cash Flow from investment activities	(220,700)	(404,563)	(61,622)	(93,585)
Cash Flow from financing activities	(159,822)	91,469	(107,439)	5,776
Cash and cash equivalents changes	(8,873)	28,725	68,245	68,039

	Index to the Notes to the Consolidated Financial Statements	Page
1.	Activity 15
2.	Accounting policies 15
3	Segments reporting 15
4	Businesses Acquisitions and changes to the consolidation scope16
5	Distribution and administrative costs 17
6	Net financial costs 17
7	Income tax recognised in the income statement18
8	Exceptional operating profits/losses and gains/losses in other investments18
9	Tangible Assets18
10	Derivative financial instruments 19
11	Available-for-sale financial investments 19
12	Cash and cash equivalents 20
13	Capital and reserves 20
14	Earnings per share 21
15	Borrowings 21
16	Provisions and adjustments to the net realisable value22
17	Contingencies 22
18	Related parties 23

1. Activity

Jerónimo Martins, SGPS, S.A. (JMH), is the parent Company of Jerónimo Martins Group (Group) and has its head office in Lisbon.

Jerónimo Martins Group is essentially devoted to the production, distribution and sale of food and other fast moving consumer goods products. The Group operates in Portugal and Poland.

Head Office: Rua Tierno Galvan, Torre 3, 9º, J- 1099-008 Lisbon

Share Capital: 629,293,220 euros

Registered at the Commercial Registry Office of Lisbon and Tax Number: 500 100 144

JMH has been listed on Euronext Lisbon (ex-Lisbon and Porto Stock Exchange) since 1989.

The Board of Directors approved these consolidated financial statements on 28th October 2009.

2. Accounting policies

The JMH consolidated financial statements were prepared in accordance with the interim reporting standard (IAS 34), all other International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB) and with the interpretations of the International Financial Reporting Interpretations Committee (IFRIC).

The consolidated financial statements of JMH were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and in accordance with the same standards and accounting policies adopted by the Group on the elaboration of the annual financial statements, including mainly an explanation of the events and relevant changes for the understanding of variations in the financial position and Group performance since the last annual report. Thus, some of the notes from the annual report are omitted because no changes occurred or they are not materially relevant for the understanding of the interim financial statements.

All amounts are shown in thousand euros (EUR thousand) unless otherwise stated.

2.1. Transactions in foreign currencies

Transactions in foreign currencies are translated into Euros at the exchange rate prevailing on the transaction date.

On the balance sheet date, monetary assets and liabilities expressed in foreign currencies are translated at the exchange rate prevailing on that date and exchange differences arising from this conversion are recognised in the income statement. When qualifying as hedges on investments in foreign subsidiaries the exchange differences are deferred in equity.

The main exchange rates applied on the balance sheet date are those listed below:

	Rate on 30 September 2009	Average rate for the 1st 9 Months 2009
Polish Zloty (PLN)	€ 0.2364	€ 0.2289
US Dollar (USD)	€ 0.6832	-

3 Segments reporting

Information by segments is reported in accordance with internal management reporting. Based on this report, Management evaluates the performance of each segment and proceeds with resources allocation.

Management analyses segments performance according to a geographical perspective and business nature. According to the last point of view, segments of Portugal Retail, Poland Retail, Portugal Cash & Carry and Portugal Manufacturing were identified. Other segments were identified, but due to its reduced materiality were not reported separately.

Portugal Retail includes JMR business units (Pingo Doce supermarkets and Feira Nova hypermarkets). Portugal Cash&Carry includes Recheio wholesale business unit. Poland Retail contains Biedronka business area. Manufacturing includes a joint-venture with Unilever, consolidated by proportional method. Others and adjustments, includes i) business units with reduced materiality (Madeira, Marketing Services, Representations and Specialized Retail, and Poland pharmacies); ii) the Group Holding companies, and iii) the consolidation adjustments.

Management evaluates the segments performance based on information regarding earnings before interest and taxes (EBIT). This measure excludes the effects of non-recurrent results.

Reconciliation between EBITDA and Operational Result

	September 2009	September 2009
EBITDA	373,694	331,928
Amortisations and depreciations	(124,566)	(114,754)
Non recurrent results	(6,208)	168
Operational Result	242,920	217,342

Detailed Information by Business Segments at September 2009 and 2008

	Portugal Retail		Portugal Cash & Carry		Poland Retail Manufacturing		Others and adjustments		Total JM Consolidated
	2009	2008	2009	2008	2009	2008	2009	2008	2009	2008	2009	2008
Net Sales and Services	1,973,430	1,810,134	519,697	490,976	2,674,199	2,558,572	187,119	198,750	(36,126)		(32,694) 5,318,319	5,025,738
Inter-segments	149,690	138,747	709	743	337	218	31,830	32,225	(182,292)	(171,730)	274	203
External Customers	1,823,740	1,671,387	518,988	490,233	2,673,862	2,558,354	155,289	166,525	146,166		139,036 5,318,045	5,025,535
Operational Cash-Flow (EBITDA)	118,255	102,464	30,324	28,861	189,769	171,470	33,025	30,535	2,321	(1,402)	373,694	331,928
Depreciations and Amortisations	(61,204)	(52,768)	(6,415)	(6,323)	(49,977)	(49,042)	(2,864)	(3,022)	(4,106)	(3,599)	(124,566)	(114,754)
Operational Result (EBIT)	57,051	49,696	23,909	22,538	139,792	122,428	30,161	27,513	(1,784)	(5,001)	249,129	217,174
Financial Results											(53,226)	(54,159)
Net Result Attributable to JM											138,670	121,406
TOTAL ASSETS (1)	1,835,568	1,853,543	307,793		299,833 1,225,614	1,221,703	222,999	197,647	112,842		153,839 3,704,816	3,726,565
TOTAL LIABILITIES (1)	1,272,359	1,283,533	261,795	260,604	779,535	816,652	139,192	108,039	262,830		326,612 2,715,711	2,795,440
Investments in Fixed Assets (1)	65,736	198,886	9,442	25,934	102,454	520,761	1,788	3,430	1,848	10,415	181,268	759,426

(1) The Comparative report is 31th December of 2008

Information by Geographical Segments at September 2009 and 2008

	Net Sales and Services
	2009	2008
Portugal	2,640,662	2,466,190
Poland	2,677,657	2,559,548
Total	5,318,319	5,025,738

4 Businesses Acquisitions and changes to the consolidation scope

The group carried out the merger by incorporation of the following companies:

On June 1st, 2009, the company Feira Nova – Hipermercados, S.A., in the company Pingo Doce - Distribuição Alimentar, S.A.;

On July 31st, 2009, the company SCGR – Comércio por Grosso e a Retalho, S.A. in the company Recheio, Cash & Carry, S.A.;

On September 1st, 2009, the company PGJM – Importação e Distribuição de Perfumes e Cosméticos, S.A. in the company Perfumes e Cosméticos Puig Portugal – Distribuidora, S.A. The Grupo holds an interest of 27.545% in the new society.

With the focus on restructuring the Group Manufacturing area, it was started, during the 1st half of 2009, a process aiming the autonomization of the olive oil business. On the 3rd of July, the company Gallo Worldwide, Lda. was created, as a result of a demerger from Unilever Jerónimo Martins, Lda company. The Gallo Worldwide, Lda. company maintains the same shareholder structure as ULJM.

During the first nine months of 2009, several companies were incorporated and acquired for the development of business in Poland, which do not represent materially relevant impact on the Group Consolidated Financial Statements.

Following the reported on the note 34 of the Annual Report, the only changes occurred in the consolidation scope are the integration of the following companies:

Company	Business area	Head office	% Owned
Integrator - Sp. z o.o.	Provision of services in the area of wholesale and retail distribution	Kostrzyn (Poland)	100,00
JM Nieruchomosci - Sp. z o.o.	Provision of services in the area of wholesale and retail distribution	Kostrzyn (Poland)	100,00
JM Nieruchomosci - Sp. Komandytowo-akcyjna	Real estate management and administration	Kostrzyn (Poland)	100,00
JM TELE - Sp. z o.o.	Mobile virtual network operator	Kostrzyn (Poland)	100,00
JM Uslugi - Sp. z o.o.	Provision of services in the area of wholesale and retail distribution	Kostrzyn (Poland)	100,00
Perfumes e Cosméticos PUIG Portugal – Distribuidora, S.A.	Wholesale of perfumes and cosmetics	Lisboa Portugal	27,55

5 Distribution and administrative costs

	September 2009	September 2008
Supplies and services	211,303	195,723
Advertising costs	42,154	46,241
Rents	121,865	94,015
Staff costs	426,229	400,589
Depreciations, amortisations and assets profit/loss	122,118	113,175
Transportation costs	68,268	71,818
Other operational profit/loss	332	3,273
	992,269	924,834

6 Net financial costs

		September 2009 September 2008
Interest expense	(50,992)	(53,160)
Interest received	1,770	6,517
Dividends	33	37
Net foreign exchange	(1,163)	9,612
Investment property:
Changes to fair value (note 9)	(14)	(14)
Other financial costs and gains	(4,258)	(3,030)
Fair value of financial investments held for trade
Derivative instruments	1,102	(12,523)
Treasury bonds	220	-
	(53,302)	(52,561)

The interest expense heading includes the interests regarding loans measured at amortized cost, as well as interests on fair value and cash flow hedging instruments.

Other financial costs and gains include costs with debt issued by the Group.

The other financial costs and gains heading includes an amount of EUR 33 thousand (2008: EUR 195 thousand) regarding transfers from reserves for covering cash-flow.

7 Income tax recognised in the income statement

7.1 Income taxes

		September 2009 September 2008
Current income tax
Current tax of the year	(33,402)	(30,954)
Adjustment to prior year estimation	127	(2,160)
	(33,275)	(33,114)
Deferred tax
Temporary differences created and reversed	(6,129)	(4,183)
Change to the recoverable amount of tax losses and temporary differences from previous years	1,035	(677)
	(5,094)	(4,860)
Total income taxes	(38,369)	(37,974)

8 Exceptional operating profits/losses and gains/losses in other investments

8.1 Exceptional operating profits/losses

	September 2009	September 2008
Gains/Losses with businesses disposals	-	17,947
Losses with organizational restructuring program	(3,420)	(16,262)
Real state disposal	-	10,239
Introduction of a plan on incentives for senior employees	-	(11,639)
Impairment of assets	(2,539)	-
Others	(249)	(117)
	(6,208)	168

8.2 Gains/Losses in other investments

Losses in the fair value of available-for-sale financial investments - (1,479) Losses with the disposal of available-for-sale financial investments - (178)

September 2009	September 2008
-	(1,657)

9 Tangible Assets

	Tangible assets	Investment property	Intangible assets	Total
Net value at 31 December 2008	1,874,863	64,509	826,721	2,766,093
Foreign exchange differences	(9,677)	-	(5,563)	(15,240)
Increases	146,458	17	34,810	181,285
Disposals and write-offs	(4,517)	-	(2,945)	(7,462)
Business acquisitions and restructuring	1,350	-	(1,168)	182
Depreciation and impairment losses	(119,618)	-	(4,946)	(124,564)
Transfers from/to investment properties	32	(32)	0
Fair value changes	-	(14)	-	(14)
Net value at 31 September 2009	1,888,891	64,480	846,909	2,800,280

During the nine months of 2009 some adjustments to the fair value of the assets acquired in the concentration processes of 2008 were made. As a result of that the resulting Goodwill was also adjusted.

No valuations were made on the land allocated to operational activities, which are recognised at their market value.

From the disposals, write-offs and impairments made in the first nine months of 2009, an amount of EUR 2.733 thousand were recognised as a loss in the profit and loss.

9.1 Goodwill

Goodwill is allocated to the Groups' business areas as presented bellow:

Business Areas	September 2009	December 2008
Retail Portugal	239,386	239,386
Cash & Carry Portugal	82,461	82,335
Madeira	8,509	8,509
Manufacturing	93,809	93,809
Poland	303,121	310,087
Services	57	-
	727,343	734,126

The additions in this heading include:

• adjustments to the fair value of assets acquired in the concentration processes of 2008, amounting negative EUR 1,224 thousand;
• as a consequence of the currency translation adjustment of assets in the Group's business in Poland, the Goodwill value related to this business, totalling PLN 1,287,928 thousand, was decreased by EUR 5,616 thousand;
• The merger of the company Group PGJM Importação e Distribuição de Perfumes e Cosméticos, S.A. and the company Perfumes e Cosméticos PUIG Portugal, S.A. owned by third parties, resulting from the merger one share attributable to Jerónimo 27.545% of the new company and as a result Goodwill of a EUR 57 thousand.

10 Derivative financial instruments

				September 2009					December 2008
	Notional		Assets		Liabilities	Notional		Assets		Liabilities
		Current	Non Current	Current	Non Current		Current	Non Current	Current	Non Current
Derivatives held for trading
Interest rate swap	10 milhões EUR	-	-	-	628	85 milhões EUR	-	-	-	6.175
Fair value hedging derivatives
USD loan hedging	180 milhões USD	-	-	-		17,796 180 milhões USD	-	-	-	9,123
Cash flow hedging derivatives
Interest rate swap (EUR)	530,2 milhões EUR	-		-	14,031	166,6 milhões EUR	-	-	-	4,366
Interest rate swap (PLN)	180 milhões PLN	-	131	-	46	-	-	-	-	-
Currency forwards	257 milhões PLN	-	-	1,777	263	30 milhões PLN	1,037	-	-	-
Foreign operation investments hedging derivatives
Currency swap	400 milhões PLN	-	3,810	-		- 400 milhões PLN	-	1,027	-	-
Total derivatives held for trading		-	-	-	628		-	-	-	6,175
Total hedging derivatives		-	3,941	1,777	32,136		1,037	1,027	-	13,489
Total assets/liabilities derivatives		-	3,941	1,777	32,764		1,037	1,027	-	19,664

In September 2009 the values shown include interest receivable or payable related with these financial instruments that are due. The net payable amount is EUR 2,322 thousand.

11 Available-for-sale financial investments

The increase of available-for-sale financial assets in the amount of EUR 382, is due to the reversal of impairment losses related to listed capital instruments, which were recognised at their fair value at the date of the financial statements.

12 Cash and cash equivalents

	September 2009	December 2008
Bank deposits	87,618	148,025
Short-term investments	121,467	75,613
Cash and cash equivalents	6,186	3,494
	215,271	227,132

The short-term investments include short-term bank deposits and other negotiable funds for which provisions were booked to reduce it to the realizable value (note 16).

13 Capital and reserves

13.1 Fair value and other reserves

	Land and buildings	Cash-flow Hedging reserve	Available-for sale financial investments	Currency translation reserve	Total
Balance as at 1 January 2009	93,783	(1,082)	-	(34,406)	58,295
Fair value adjustment of financial investments: - Gross value - Deferred tax - Minority interests	- - -	(11,437) 2,808 2,087	- - -	2,395 (635) -	(9,042) 2,173 2,087
Fair value adjustment of available-for-sale financial investments: - Gross value	-	-	382	-	382
Currency translation differences: - In the year - Deferred tax	- -	- -	- -	(3,702) (393)	(3,702) (393)
Balance as at 30 September 2009	93,783	(7,624)	382	(36,741)	49,800

	Land and buildings	Cash-flow Hedging reserve	Available-for sale financial investments	Currency translation reserve	Total
Balance as at 1 January 2008	76,397	308	1,217	14,892	92,814
Disposal of revaluated assets:
- Gross value	(10,265)	-	-	-	(10,265)
- Deferred tax	2,597	-	-	-	2,597
- Minority interests	3,687	-	-	-	3,687
Revaluation:
- Deferred tax	507				507
- Minority interests	(212)				(212)
Fair value adjustment of financial investments:
- Gross value	-	(320)	-	(8,002)	(8,322)
- Deferred tax	-	85	-	2,121	2,206
Fair value adjustment of available-for-sale financial investments:
- Gross value	-	-	(1,217)	-	(1,217)
Currency translation differences:
- In the year	-	-	-	14,950	14,950
- Deferred tax	-	-	-	1,391	1,391
Balance as at 30 September 2008	72,711	73	-	25,352	98,136

13.2 Dividends

Dividends distributed in 2009 in the amount of EUR 82,763 thousand, were paid to Jerónimo Martins, SGPS, S.A. shareholders an amount of EUR 69,128 thousand and to minority interest in the Group companies an amount of EUR 13,635 thousand.

14 Earnings per share

14.1 Weighted average ordinary shares

	September 2009	September 2008
Ordinary shares issued at the beginning of the year	629,293,220	629,293,220
Own shares at the beginning of the year	859,000	859,000
Shares issued during the year	-	-
Weighted average number of ordinary shares	628,434,220	628,434,220
Net profit of the year attributable to ordinary
shareholders	138,670	121,406
Basic and diluted earnings per share – Euros	0.2207	0.1932

15 Borrowings

Throughout the first quarter, Jerónimo Martins, SGPS, S.A. issued a new commercial paper program in the amount of EUR 30,000 thousand. The program has maturity of 5 years and payment of 50% on the 4th year. Annually Jerónimo Martins has a call option and there isn't a put option from the bank.

On the second quarter Jerónimo Martins, SGPS, S.A. issue two new commercial paper programs in the amount of EUR 60,000 thousand. From this amount, EUR 10,000 thousand have a maturity of 3 years and the remaining has 5 years maturity.

On April, JMR, SGPS, S.A. issued a Bond Loan in the amount of EUR 105,000 thousand. The issue has a maturity of 5 years and payment of 50% in the end of the 4th year, and it was issued at floating rate.

During the 1st half of 2009, the Recheio SGPS, S.A. bond loan of 1 million bonds at nominal value of 50 Euros each, totalling EUR 50,000 thousand, was reimbursed.

New financial leasing operations were contracted for 48 to 60-month periods in the amount of EUR 7,800 thousand, with quarterly amortisation.

15.1 Current and non-current loans

	September 2009	December 2008
Non-current loans
Bank loans	206,579	259,657
Bond loans	507,197	411,847
Financial lease liabilities	54,108	67,829
	767,884	739,333
Current loans
Bank overdrafts	27,588	45,355
Bank loans	126,758	179,159
Bond loans	-	50,000
Financial lease liabilities	35,303	33,830
	189,649	308,344

15.2 Financial debt

As the Group contracted several foreign exchange rate risk and interest risk hedging operations, as well as short-term investments, the net consolidated financial debt as at 30 September is as follows:

	September 2009	December 2008
Non-current loans (note 15.1)	767,884	739,333
Current loans (note 15.1)	189,649	308,344
Derivative financial instruments (note 10)	30,600	17,600
Interest on accruals and deferrals	1,878	4,211
Bank deposits (note 12)	(87,618)	(148,025)
Short-term investments	(121,467)	(75,613)
	780,926	845,850

16 Provisions and adjustments to the net realisable value

	Opening balance	Set up and reinforced	Used and reversed	Foreign exchange difference	Business acquisition & restructuring	Closing balance
Doubtful debtors	25,627	973	(3,415)	(79)	-	23,106
Inventories	13,372	462	(3,157)	(239)	-	10,438
Financial Investments	2,116	-	(382)	-	-	1,734
Short terms investments	57	-	-	-	-	57
Total fair value adjustments	41,172	1,435	(6,954)	(318)	-	35,335
Employee benefits	28,195	2,421	(995)	-	-	29,621
Other risks and contingencies	25,892	4,173	(7,306)	(309)	31	22,481
Total of provisions	54,087	6,594	(8,301)	(309)	31	52,102

17 Contingencies

Following the contingencies mentioned in the 2008 Annual Report, changes occurred on the headings c), d) and o), as well as new contingencies described bellow:

• c) In the case where Proherre Internacional, Lda is claiming compensation from Pingo Doce Distribuição Alimentar, S.A., alleging an unlawful termination of a lease agreement by the latter, the plaintiff asked the court to admit an increase of the compensation (around 4.1 million Euros, plus interests), due to the time elapsed since the suit was filed without having rented the store. Pingo Doce will oppose to this new claim, which is unacceptable under the Law.
• d) In the case of Sodisnasa against Lidosol II Distribuição de Produtos Alimentares, S.A. and João Gomes Camacho S.A. the first dispatch has been issued and the hearing is scheduled to January, 14, 2010.
• i) The Portuguese tax authorities claim from Feira Nova Hipermercados, S.A. and Pingo Doce Distribuição Alimentar, S.A. the amounts of EUR 325 thousand and EUR 499 thousand, respectively, regarding to financial years 2002 and 2003 Corporate Income Tax (CIT). This was due to payments made to nonresident entities, for taxation purposes, in Portugal, having applied the withholding tax exemption without having a tax residency certificate of the income beneficiary duly signed and stamped by the tax authorities from the country where the income beneficiary is a tax resident, in order to the withholding tax exemption may be applied. The Portuguese tax authorities have totally ruled in favour of Pingo Doce – Distribuição Alimentar, S.A. and partially in favour Feira Nova – Hipermercados, S.A., on the amounts of EUR. 75 thousand.
• o) The Portuguese tax authorities have claimed EUR 532 thousand from Imoretalho Gestão de Imóveis, S.A., due to a supposed lack of VAT payment. Nevertheless, that claim is due to an error of the tax authorities, on the analysis of substitution VAT returns which did not generate any tax due. During the first Quarter 2009 the Portuguese tax authorities have already ruled in favour of Imoretalho.

During the first Half of 2009, the Portuguese tax authorities assessed Feira Nova – Hipermercados, S.A. and Pingo Doce – Distribuição Alimentar, S.A. the amounts of EUR 798 thousand and EUR 784 thousand, respectively. These additional assessments were issued because the tax authorities argue that some goods were sold at a lower VAT rate. These assessments respect to the years of 2005 and 2006. Feira Nova and Pingo Doce's Management, supported by their tax consultants, have challenged these assessments, believing that the tax authorities have no arguments to request these payments.

Similarly to other situations reported in the past (see heading k) of the 2008 Annual Report), Jerónimo Martins Group received a Corporate Income Tax additional assessment, issued by the Portuguese Tax Authorities, to the amount of EUR 9,362 thousand related to the tax year 2005 and regarding corrections made to companies taxed under Group's Special Tax Regime, lead by JMR – Gestão de Empresas de Retalho, SGPS, S.A..

The Jerónimo Martins Group, supported by its lawyers and tax advisors' opinion, considers that the arguments used by the Portuguese Tax Authorities are not valid and have no legal grounds and will use every means at its disposal to challenge them and to oppose any consequences that they may cause. Furthermore, the Group will not change its financial statements.

Tengelmann KG filed an arbitration procedure against the companies Jerónimo Martins, SGPS, S.A. and Pingo Doce - Distribuição de Produtos Alimentares, S.A., before the German Institute of Arbitration, in Koln. The plaintiff argues that the price paid by Pingo Doce for the shares in Plus Portugal, Lda. should be increased in EUR 4.437 thousand, concerning an alleged error detected in determining the reference price at 30 April 2008.

The plaintiff also claims EUR 120 thousand and EUR 107 thousand concerning interests allegedly due by Pingo Doce based on the fact that the bank checks used to pay for the share were only credited a few days after the transaction.

In both cases, Jerónimo Martins, SGPS, S.A. and Pingo Doce – Distribuição de Produtos Alimentares, S.A. believe that the claims are groundless and has answered accordingly. Written statements of the witnesses of the parties were submitted. Oral hearing is scheduled to October 30th.

18 Related parties

56.11% of the Group is owned by the Sociedade Francisco Manuel dos Santos, and no transactions occurred between this Company and any other company of the Group in the first nine months of 2009, neither were there any amounts payable or receivable between them on September 30th, 2009.

Balances and transactions of Group companies with related parties are as follows:

	Sales and services rendered		Stocks purchased and services supplied
	September 2009	September 2008	September 2009	September 2008
Joint-Ventures	522	386	69,479	70,786
Associated companies	407	552	370	586

	Accounts payable		Accounts receivable
	September 2009	December 2008	September 2009	December 2008
Joint-Ventures	531	675	19,754	7,915
Associated companies	56	91	84	580

Balances and transactions with related parties not eliminated in the consolidation process, were as follows:

	Sales and services rendered		Stocks purchased and services supplied
	September 2009	September 2008	September 2009	September 2008
Joint-Ventures	272	203	38,214	38,932
Associated companies	407	552	370	586

	Accounts payable		Accounts receivable
	September 2009	December 2008	September 2009	December 2008
Joint-Ventures	278	356	10,864	4,353
Associated companies	56	91	84	580

All the transactions with companies consolidated using the proportional method (joint-ventures) or using the equity method were made under normal market conditions, i.e., the transaction value corresponds to prices that would be applicable between non related parties.

Lisbon, 28th October, 2009

The Certified Accountant The Board of directors