Consolidated 1st Quarter Report2009

Non Audited

I - Consolidated Management Report

1. Introduction	3
2. Sales	4
3. Results Analysis	5
4. Balance Sheet	6
5. Outlook	6

II – Consolidated Management Report Appendix

1. Store Network	7
2. Definitions	7
3. Information Regarding Individual Financial Statements	7

IV – Consolidated Financial Statements

	1. Financial Statements	9
	2. Notes to the Consolidated Financial Statements	13

I. CONSOLIDATED MANAGEMENT REPORT

1. Introduction

Consolidated net sales increased 20.3% and consolidated EBITDA increased 23.3% (excluding f/x effect), reflecting the Group's strong operational performance in the first three months of the year.

With regard to sales, it is important to stress the 2.0% growth of the Group LFL sales (excluding f/x effect), despite the fact that the first three months of the year have the lowest contribution to the year's figures especially when Easter falls in the second quarter (with a subsequent negative calendar effect), as was the case in 2009.

The biggest single contributor to this comparable sales growth was Biedronka (+7.7%) and, on a smaller scale, Recheio (+1.8%) and the positive volume performance in the Pingo Doce supermarkets.

Consolidated net sales in the first quarter increased by 6.7% (+20.3% excluding f/x effect) to Euro 1,605.1 million and reflected, apart from LFL growth, the expansion plan implemented during last year, which increased the Group's number of stores by 400 compared to Q1 2008.

Consolidated EBITDA increased by 9.6% (+23.3% excluding f/x effect) to Euro 100.7 million EBITDA margin increased from 6.1% in Q1 2008 to 6.3% in Q1 2009. The strong EBITDA performance was helped by the sourcing synergies brought by the recent expansion accomplished by the Group.

In this first quarter, Retail in Portugal was the area where sourcing benefits and integration synergies were already visible.

The operating performance of the Group drove the net result attributable to increase by 2.0%, more than compensating the negative impact from calendar, currency and non recurrent profits registered in the same period of 2008.

Consolidated net debt reached Euro 936.7 million in Q1 2009 and reflected, compared with the end of 2008, the normal business seasonality.

2. Sales

NET SALES AND SERVICES
	Q1 09		Q1 08			Δ %
	Eur Tho.	% total	Eur Tho.	% total	Pln	Euro
Retail Mainland	612,167	38.1%	550,301	36.6%		11.2%
Cash & Carry Mainland	153,637	9.6%	146,024	9.7%		5.2%
Madeira	28,522	1.8%	29,813	2.0%		‐4.3%
Poland ‐ Biedronka	795,657	49.6%	756,607	50.3%	32.3%	5.2%
Manufacturing	54,195	3.4%	59,030	3.9%		‐8.2%
Mkt. Repr. and Rest. Serv.	18,714	1.2%	17,821	1.2%		5.0%
Consolidation Adjustments	‐57,761	‐3.6%	‐54,684	‐3.6%		5.6%
Total JM	1,605,131	100.0%	1,504,911	100.0%		6.7%
p.m. Retail Mainland (store sales)	566,573	35.3%	509,317	33.8%		11.2%

Consolidated sales increased by 6.7% (+20.3% excluding f/x effect), reaching Euro 1,605.1 million during the first 3 months of the year. This performance reflected the growth in the majority of the different business areas along with the contribution of the expansion plan executed in 2008.

When analysing the performance compared to the same period last year, it is important to take into account the adverse calendar effect of the day lost in February 2009 compared to February 2008 and also from the fact that Easter this year fell in April instead of March as in 2008.

In Portugal, food inflation has maintained the slowdown trend seen in the last quarter of 2008 and the Pingo Doce's average basket reflected this trend when comparing Q1 2009 vs. Q1 2008.

At Pingo Doce supermarkets the c.1% volume growth on a LFL basis (-0.7% in value) reflected a greater dynamism of the smaller stores.

In the compact stores, where the weight of non food is higher and seasonality effect is stronger, the LFL growth of -11.1% also reflected the impact of the assortment reduction implemented in 2008 during the conversion process into Pingo Doce. The Group's hypermarkets continued their planned repositioning with a reduction of the total assortment and the consequent impact in the behaviour of LFL sales. With regards to the behaviour of the LFL sales in Portugal, we are noticing a reduction in the average ticket together with an increase in the number of visits, which may indicate a more rational/conservative behaviour of customers' purchasing habits.

With 87 new stores, Retail in Portugal increased total sales by 11.2% compared with Q1 2008.

In Poland, although in the last few weeks of the quarter we observed an inflationary pressure in some categories, in Q1 2009 vs. Q1 2008, the prices in Biedronka's reference basket remained practically unchanged.

Evolution of volumes was very dynamic and, on a LFL basis, sales increased by 7.7% compared to Q1 2008.

Operating 311 more stores than in the same period last year, Biedronka, registered a total sales increase of 32.3% in local currency and 5.2% in euros.

Recheio continued increasing its competitiveness in the market and registered sales growth in both segments, HoReCa and Traditional that together caused LFL sales to increase by 1.8%. The LFL performance and one more store acquired in November 2008 led total sales to increase by 5.2%, reinforcing Recheio leadership in the country.

With regards to Manufacturing, although some categories have noticed an increasing competition from distribution brands, some key categories (dressings, home and personal care and margarines, amongst others) increased market share. Sales behaviour in the first quarter reflected, apart from the calendar effect, a policy of stock reduction adopted by the different Manufacturing clients, the effect of which is expected to be diluted along the year.

In the business area of Marketing, Representations and Restaurants, total sales increased by 5.0%, reflecting two new brands represented in the portfolio as from the second half of 2008.

3. Results Analysis

CONSOLIDATED RESULTS
	Q1 09		Q1 08
	Tho. Euro	%	Tho. Euro	%	Δ%
Net Sales & Services	1,605,131		1,504,911		6.7%
Total Margin	375,966	23.4%	332,322	22.1%	13.1%
Operating Costs	‐275,278	‐17.1%	‐240,431	‐16.0%	14.5%
EBITDA	100,688	6.3%	91,890	6.1%	9.6%
Depreciation	‐40,948	‐2.6%	‐35,939	‐2.4%	13.9%
EBIT	59,740	3.7%	55,951	3.7%	6.8%
Net Financial Results	‐17,512	‐1.1%	‐24,843	‐1.7%	‐29.5%
Non Recurrent Items	783	0.0%	9,573	0.6%
EBT	43,011	2.7%	40,682	2.7%	5.7%
Taxes	‐7,256	‐0.5%	‐8,230	‐0.5%	‐11.8%
Net Profit	35,755	2.2%	32,452	2.2%	10.2%
Minority Interests	‐3,238	‐0.2%	‐573	0.0%
Net Profit attr. to JM	32,517	2.0%	31,879	2.1%	2.0%
EPS (euro)	0.05		0.05		2.0%
Cash Flow per share (euro)	0.12		0.09		37.0%

Consolidated EBITDA increased by 9.6% (+23.3% excluding f/x effect) to Euro 100.7 million. EBITDA margin increased to 6.3% from 6.1% in Q1 2008.

Regarding the performance of EBITDA, the improvements in sourcing were specially relevant and included new procurement processes as well as the synergies and scale gains resulting from the larger size of the Group operations. Bearing in mind that the recent expansion has not reached full maturity, sourcing gains are not yet fully translated into earnings.

The evolution of financial charges, which decreased by 29.5% to Euro 17.5 million reflected on one hand the increasing interest charges related with a higher debt position of the Group and on the other hand extraordinary costs related to hedging incurred in 2008.

Net results increased by 2.0% (+38.1% excluding non-recurrent).

4. Balance Sheet

BALANCE SHEET
(Thousand Euro)	Q1 09	2008 YE	Q1 08
Net Goodwill	698.499	734.126	419.131
Net Fixed Assets	1.888.071	1.967.459	1.790.099
Net Working Capital	‐870.293	‐1.065.131	‐893.817
Others	136.263	140.521	128.511
Invested Capital	1.852.541	1.776.975	1.443.924
Debt	910.058	946.018	753.284
Leasings	94.714	101.659	86.678
Accrued interest	5.421	21.811	46.258
Marketable sec. & Bank deposits	‐73.542	‐223.638	‐268.770
Net Debt	936.650	845.850	617.449
Minority Interests	271.533	281.307	275.617
Share Capital	629.293	629.293	629.293
Reserves and Retained Earnings	15.064	20.525	‐78.435
Shareholders Funds	915.890	931.125	826.475
Gearing	102,3%	90,8%	74,7%

5. Outlook

Jerónimo Martins continues to face 2009 with prudence despite the sales growth reflected the strength of its business models, particularly in the Distribution area, through Pingo Doce supermarkets, Recheio and Biedronka.

The operating performance posted in Q1 2009 reflected the scale benefits in sourcing achieved thanks to the growth strategy implemented by the Group in the last few years. As the contribution of the recently opened stores is still below the standard of the mature stores, the visibility of scale benefits into earnings should progressively increase.

Lisbon, 5th May, 2009

The Board of Directors

II. CONSOLIDATED MANAGEMENT REPORT APPENDIX

1. Store Network

NUMBER OF STORES

		Openings Closings		Network
	08 YE	Q1 09	Q1 09	Q1 09	Q1 08
JMR	343	1	0	344	257
Supermarkets (<1,500sqm)	291	1	0	292	206
Compacts (>1,500sqm)	43	0	0	43	42
Hypers	9	0	0	9	9
Recheio	35	0	0	35	33
Madeira	15	0	0	15	15
Biedronka	1,359	27	14	1,372	1,061

1,766

SALES AREA (sqm)

		Openings	Closings*		Network
	08 YE	Q1 09	Q1 09	Q1 09	Q1 08
JMR	433,049	1,000	477	433,572	359,077
Supermarkets (<1,500sqm)	248,628	1,000	1,355	248,273	179,531
Compacts(>1,500sqm)	101,768	0	‐1,063	102,831	96,893
Hypers	82,653	0	185	82,468	82,653
Recheio	115,724	0	0	115,724	109,634
Madeira	14,626	0	326	14,300	14,626
Biedronka	753,531	17,452	6,480	764,502	546,445

* including changes of sales 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 1st 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 THE QUARTERS ENDED AT 31 MARCH 2009 AND 2008

			Euro thousand
	Notes	2009	2008
Sales and services rendered	3	1,605,131	1,504,911
Cost of sales		(1,300,420)	(1,224,637)
Supplementary income and costs		71,255	52,048
Gross profit		375,966	332,322
Distribution costs	5	(280,719)	(241,228)
Administrative costs	5	(35,507)	(35,142)
Exceptional operating profits/losses	8.1	1,167	9,573
Operating profit		60,907	65,525
Net financial costs	6	(17,541)	(24,686)
Profit in associated companies	15	29	9
Gains/Losses in other investments	8.2	(384)	(166)
Profit before taxes		43,011	40,682
Income taxes	7	(7,256)	(8,230)
Profit before minority interests		35,755	32,452
Attributable to:
Minority interests		3,238	573
Jerónimo Martins Shareholders		32,517	31,879
Basic and diluted earnings per share- Euros	14	0.0517	0.0507

CONSOLIDATED BALANCE SHEET AT 31 MARCH 2009 AND DECEMBER 2008

		Euro thousand
Notes	2009	2008

9	1,801,987	1,874,863
9	64,504	64,509
9	784,584	826,721
		854
11	7,037	7,470
	66,068	66,629
10	10,386	1,027
	60,871	63,170
	2,796,357	2,905,243
	355,609	385,653
	29,683	34,736
	188,490	172,764
10	842	1,037
12	76,836	227,132
	651,460	821,322
	3,447,817	3,726,565

		629,293
		22,452
		(6,060)

		58,295
		(54,162)
		649,818
		281,307
	915,890	931,125
15	754,335	739,333
10	15,727	19,664
16	28,600	28,195
	978	984
16	22,950	25,892
	55,581	54,726
	878,171	868,794
	1,349,569	1,560,042
		308,344
15		58,178
		82
	1,653,756	1,926,646
	3,447,817	3,726,565
	13.1	920 629,293 22,452 (6,060) 20,317 (21,645) 644,357 271,533 250,437 53,670 80

CONSOLIDATED STATEMENT OF GAINS AND LOSSES RECOGNISED IN EQUITY

Euro thousand

	March 2009	March 2008
Currency translation differences	(41,345)	5,777
Fair value of cash flow hedging	(4,978)	(90)
Fair value of hedging instruments on foreign operations	6,710	(2,042)
Fair value of available-for-sale financial investments	-	(1,217)
Gains/losses directly recognised in equity	(39,613)	2,428
Net profit	35,755	32,452
Total gains/losses recognised in 1st Quarter Attributable to:	(3,858)	34,880
Minority interests	1,603	573
Jerónimo Martins Shareholders	(5,461)	34,307

		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 1st Quarter of 2008	13.1				5,777		5,777		5,777
Revaluation of fixed assets:
- transfer of land to investment properties	13.1				(3,838)	3,838	-		-
Fair value of cash flow hedging	13.1				(90)		(90)	-	(90)
Fair value of hedging instruments on foreign operations	13.1				(2,042)		(2,042)	-	(2,042)
Fair value of available-for-sale financial investments	13.1				(1,217)		(1,217)		(1,217)
Gains/losses directly recognised in equity		-	-	-	(1,410)	3,838	2,428	-	2,428
Net profit in 1st Quarter of 2008						31,879	31,879	573	32,452
Total gains/losses recognised during
the year		-	-	-	(1,410)	35,717	34,307	573	34,880
Dividends						(60,330)	(60,330)	(12,280)	(72,610)
Balance Sheet at 31 March 2008		629,293	22,452	(6,060)	91,404	(186,233)	550,856	275,619	826,475

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 1st Quarter of 2009	13.1				(41,345)		(41,345)		(41,345)
Fair value of cash flow hedging	13.1				(3,343)		(3,343)	(1,635)	(4,978)
Fair value of hedging instruments on foreign operations	13.1				6,710		6,710		6,710
Gains/losses directly recognised in equity		-	-	-	(37,978)	-	(37,978)	(1,635)	(39,613)
Net profit in 1st Quarter of 2009		-	-	-	-	32,517	32,517	3,238	35,755
Total gains/losses recognised during the year		-	-	-	(37,978)	32,517	(5,461)	1,603	(3,858)
Dividends								(11,377)	(11,377)
Balance Sheet at 31 March 2009		629,293	22,452	(6,060)	20,317	(21,645)	644,357	271,533	915,890

CONSOLIDATED CASH FLOW STATEMENT FOR THE QUARTERS ENDED AT 31 MARCH 2009 AND 2008

			Euro thousand
	Notes	2009	2008
Operating Activities
Cash generated from operations		25,118	67,718
Interest paid		(24,842)	(39,423)
Income taxes paid		(4,890)	(3,019)
Cash Flow from operating activities		(4,614)	25,276
Cash flow from investment activities		(105,998)	(74,260)
Cash Flow from financing activities		(29,865)	48,668
Net changes in cash and cash equivalents		(140,477)	(316)
Cash and cash equivalents changes
Cash and cash equivalents at the beginning of 1st Quarter		227,132	268,639
Net changes in cash and cash equivalents		(140,477)	(316)
Fair value of financial assets held for trade		220	-
Effect of currency translation differences		(10,039)	3,709
Cash and cash equivalents at the end of 1st Quarter		76,836	272,032

	Index to the Notes to the Consolidated Financial Statements	Page
1	Activity 14
2	Accounting policies 14
3	Segments reporting 14
4	Businesses Acquisitions and changes to the consolidation scope15
5	Distribution and administrative costs 16
6	Net financial costs 16
7	Income tax recognised in the income statement16
8	Exceptional operating profits/losses and gains/losses in other investments17
9	Fixed assets and investment property 17
10	Derivative financial instruments 18
11	Available-for-sale financial investments 18
12	Cash and cash equivalents 18
13	Capital and reserves 19
14	Earnings per share 19
15	Borrowings 20
16	Provisions and adjustments to the net realisable value20
17	Contingencies 21
18	Related parties 21
19	Events after the balance sheet date22

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 5th May 2009.

2 Accounting policies

The JMH consolidated financial statements were prepared in accordance with the interim financial reporting standard (IAS 34), and 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), as adopted by the European Union.

The consolidated financial statements of JMH were prepared 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 2008 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 31 March 2009	Average rate for the 1st Quarter
Polish Zloty (PLN)	€ 0.2133	€ 0.2225
US Dollar (USD)	€ 0.7514	-

3 Segments reporting

Information by segments is reported relative to the Group's geographical and business segments.

The results, assets and liabilities of each segment correspond to those directly attributable to them as well as those that may reasonably be attributed to them. The results, assets and liabilities not directly attributable to segments and included in the "not allocated" column refer essentially to financial operations, also including consolidation adjustments.

Detailed Information by Segment at March 2009 and 2008

	DISTRIBUTION			MANUFACTURING AND SERVICES		NOT
		Portugal		Poland	Portugal		ALLOCATED			TOTAL
	2009	2008	2009	2008	2009	2008	2009	2008	2009	2008
Revenues from external customers
Sales	748,332	684,800	791,992	753,053	58,487	61,883	1,097	269	1,599,908	1,500,005
Services rendered	1,574	1,354	3,575	3,496	-	-	74	56	5,223	4,906
	749,906	686,154	795,567	756,549	58,487	61,883	1,171	325	1,605,131	1,504,911
Inter-segments revenues	42	48	89	58	14,308	14,858	(14,439)	(14,964)	-	-
TOTAL REVENUES	749,948	686,202	795,656	756,607	72,795	76,741		(13,268) (14,639)	1,605,131	1,504,911
SEGMENT RESULTS	19,873	20,237	33,836	33,062	7,384	25,197		(186) (12,971)	60,907	65,525
Net financial costs									(17,541)	(24,686)
Profit in associated Companies									29	9
Gains/Losses in other investments									(384)	(166)
PROFIT BEFORE TAXES									43,011	40,682
Income taxes									(7,256)	(8,230)
Minority interest									(3,238)	(573)
NET PROFIT									32,517	31,879
TOTAL ASSETS (1)	2,165,120	2,233,518	1,024,700		1,221,703 332,583	316,027	(74,586)	(44,683)	3,447,817	3,726,565
TOTAL LIABILITIES (1)	1,564,852	1,615,901	648,014		813,798 229,821	216,027	89,240	149,714	2,531,927	2,795,440
Cash flow from operating activities									(4,614)	25,276
Cash flow from investment activities									(105,998)	(74,260)
Cash flow from financing activities									(29,865)	48,668

(1) The comparatives of total assets and liabilities relates to 31 December 2008.

4 Businesses Acquisitions and changes to the consolidation scope

During the 1st Quarter of 2009 were incorporated and acquired several companies for the development of business in Poland, which do not represent materially relevant impact on the Group Consolidated Financial Statements.

As reported on the note 34 of the Annual Report, the only changes occurred in the consolidation perimeter 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 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

5 Distribution and administrative costs

	March 2009	March 2008
Supplies and services	66,615	61,222
Advertising costs	13,837	14,767
Rents	39,187	27,290
Staff costs	136,174	117,685
Depreciations, amortisations and assets profit/loss	40,297	35,426
Transportation costs	20,396	19,805
Other operational profit/loss	(280)	175
	316,226	276,370

6 Net financial costs

	March 2009	March 2008
Interest expense	(18,959)	(16,103)
Interest received	517	1,861
Dividends	33	5
Net foreign exchange	(1,298)	248
Investment property	(5)	(5)
Other financial costs and gains	(1,115)	(899)
Fair value of financial investments held for trade:
Derivative instruments	3,066	(9,793)
Treasury bonds	220	-
	(17,541)	(24,686)

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 (note 10). 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 65 thousand) regarding transfers from reserves for covering cash-flow.

7 Income tax recognised in the income statement

	March 2009	March 2008
Current income tax
Current tax of the year	(5,699)	(9,590)
Adjustment to prior year estimation	-	(921)
	(5,699)	(10,511)
Deferred tax
Temporary differences created and reversed	(2,989)	2,639
Change to the recoverable amount of tax losses and temporary differences from previous years	1,432	(358)
	(1,557)	2,281
Total income taxes	(7,256)	(8,230)

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

8.1 Exceptional operating profits/losses

	March 2009	March 2008
Gains/Losses with businesses disposals and acquisitions	1,185	17,100
Losses with organizational restructuring program	-	(479)
Real state disposal	-	4,595
Introduction of the seniority incentives program	-	(11,639)
Others	(18)	(4)
	1,167	9,573

8.2 Gains/Losses in other investments

	March 2009	March 2008
Changes in the fair value of available-for-sale financial investments	(384)	-
Losses with the disposal of available-for-sale financial investments	-	(166)
	(384)	(166)

9 Fixed assets and investment property

	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	(65,878)	-	(41,508)	(107,386)
Increases	32,740	-	1,517	34,257
Disposals and write-offs	(844)	-	(288)	(1,132)
Business acquisitions and restructuring	454	-	(262)	192
Depreciation and impairment losses	(39,348)	-	(1,596)	(40,944)
Fair value changes	-	-5	-	(5)
Net value at 31 March 2009	1,801,987	64,504	784,584	2,651,075

In the 1st Quarter 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 and write-offs made in the 1st Quarter 2009, an amount of EUR 240 thousand were recognised as a loss in the profit and loss.

10 Derivative financial instruments

		March 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		-	-	-		85 millions EUR	-	-	-	6,175
Fair value hedging derivatives
USD loan hedging	180 millions USD	-	-	-		3,259 180 millions USD	-	-	-	9,123
Cash flow hedging derivatives
Interest rate swap	340 millions EUR	-	-	-	12,468	166,6 millions EUR	-	-	-	4,366
Currency swap	175 millions PLN	842	-	-	-	30 millions PLN	1,037	-	-	-
Foreign operation investments hedging derivatives
Currency swap	400 millions PLN	-	10,386	-		- 400 millions PLN	-	1,027	-	-
Total derivatives held for trading		-	-	-	-		-	-	-	6,175
Total hedging derivatives		842	10,386	-	15,727		1,037	1,027	-	13,489
Total assets/liabilities derivatives		842	10,386	-	15,727		1,037	1,027	-	19,664

In March 2009 the values shown include interest receivable or payable related with these financial instruments that are due. The net payable amount is EUR 100 thousand.

11 Available-for-sale financial investments

From the financial assets available-for-sale, reduction an amount of EUR 384 thousand respects to an impairment loss related to equity holdings listed, which were recognised at its fair value at the reporting date of these financial statements.

12 Cash and cash equivalents

	March 2009	December 2008
Bank deposits	72,575	148,025
Short-term investments	967	75,613
Cash and cash equivalents	3,294	3,494
	76,836	227,132

As referred in the 2008 Annual Report, the Group sold in February 2009, the treasury bonds held for trading which a notional of EUR 55.000 thousands. In the 1st Quarter 2009, the changes in their fair value until their disposal, in the amount of EUR 220, were recognised as net financial costs in the profit and loss.

13 Capital and reserves

13.1 Fair value and other reserves

	Land and buildings	Cash-flow Hedging	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		(6,527) 1,549 1,635		9,129 (2,419)	2,602 (870) 1,635
Currency translation differences: - In the year - Deferred tax				(40,619) (726)	(40,619) (726)
Balance as at 31 March 2009	93,783	(4,425)	-	(69,041)	20,317

	Land and buildings	Cash-flow Hedging	Available for-sale financial investments	Currency translation reserve	Total
Balance as at 1 January 2008	76,397	308	1,217	14,892	92,814
Land transferred to investment property: - Gross value - Deferred tax - Minority interests	(10,102) 2,577 3,687				(10,102) 2,577 3,687
Fair value adjustment of financial investments: - Gross value - Deferred tax		(123) 33		(2,778) 736	(2,901) 769
Fair value adjustment of available-for-sale financial investments: - Gross value			(1,217)		(1,217)
Currency translation differences: - In the year - Deferred tax				5,030 747	5,030 747
Balance as at 31 March 2008	72,559	218	-	18,627	91,404

13.2 Dividends

Dividends distributed in 2009 in the amount of EUR 11,377 thousand, were paid to minority interest in the Group companies.

14 Earnings per share

14.1 Basic and diluted earnings per share

	March 2009	March 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	32,517	31,879
Basic and diluted earnings per share – Euros	0.0517	0.0507

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 have a call option and there isn't a put option from the bank.

New financial leasing operations were contracted for 60-month periods in the approximate amount of EUR 1,000 thousand.

15.1 Current and non-current loans

	March 2009	December 2008
Non-current loans
Bank loans	278,234	259,657
Bond loans	417,224	411,847
Financial lease liabilities	58,877	67,829
	754,335	739,333
Current loans
Bank overdrafts	33,790	45,355
Bank loans	180,810	179,159
Bond loans	-	50,000
Financial lease liabilities	35,837	33,830
	250,437	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 at the balance sheet date is as follows:

	March 2009	December 2008
Non-current loans (note 15.1)	754,335	739,333
Current loans (note 15.1)	250,437	308,344
Derivative financial instruments (note 10)	4,499	17,600
Interest on accruals and deferrals	921	4,211
Bank deposits (note 12)	(72,575)	(148,025)
Short-term investments	(967)	(75,613)
	936,650	845,850

16 Provisions and adjustments to the net realisable value

Doubtful debtors 25,627 266 (422) (487) - Inventories 13,372 6,025 (9,021) (964) - Financial Investments 2,116 384 - - - Short terms investments 57 - - - - Total fair value adjustments 41,172 6,675 (9,443) (1,451) - Employee benefits 28,195 678 (273) - - Other risks and contingencies 25,892 818 (2,663) (1,128) 31 Total of provisions 54,087 1,496 (2,936) (1,128) 31	Opening balance	Provisions set up	Provisions used	Foreign exchange difference	Business acquisition	Closing balance
						24,984
						9,412
						2,500
						57
						36,953
						28,600
						22,950
						51,550

17 Contingencies

Following the contingencies mentioned in the 2008 Annual Report, the heading o) have changed, as well as new contingencies described bellow:

o) The Portuguese tax authorities have claimed EUR 532 thousands 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 Quarter 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 and Pingo Doce believe that the claims are groundless and has answered accordingly. A preliminary dispatch from the Arbitration Court is awaited.

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 1st Quarter of 2009, neither were there any amounts payable or receivable between them on March 31st, 2009.

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

	Sales and services rendered			Stocks purchased and services supplied
	March 2009	March 2008	March 2009	March 2008
Joint-Ventures	178	135	21,056	23,257
Associated companies	165	191	84	131

	Accounts payable			Accounts receivable
	March 2009	December 2008	March 2009	December 2008
Joint-Ventures	609	675	9,351	7,915
Associated companies	198	91	55	580

	Sales and services rendered			Stocks purchased and services supplied
	March 2009	March 2008	March 2009	March 2008
Joint-Ventures	94	72	11,581	12,792
Associated companies	165	191	84	131

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

	Accounts payable		Accounts receivable
	March 2009	December 2008	March 2009	December 2008
Joint-Ventures	322	356	5,143	4,353
Associated companies	198	91	55	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.

19 Events after the balance sheet date

On the 7th of April 2009 was held the Jerónimo Martins, SGPS, S.A. Annual Shareholders Meeting, in which was approved the Results Appropriation Proposal presented by the Board of Directors. Of this proposal result a gross dividend payment of 0.11 euros per share, excluding own shares in the portfolio, which represents a distribution of an amount of 69,127,764.20 euros and will take place on 6th May 2009.

It was also decided in the Annual Shareholders Meeting, the enlargement of the composition of the Board of Directors to ten members, was elected as non-executive member the Professor Marcel Corstjens.

Lisbon, 5^h May, 2009

The Certified Accountant The Board of directors