Consolidated Report & Accounts

Transcription

1 Consolidated Report & Accounts First Nine Months 2016 Unaudited

2 Index INDEX I Consolidated Management Report Message from the Chairman and CEO - Pedro Soares dos Santos 3 1. Sales Analysis 3 2. Results Analysis 4 3. Balance Sheet 5 4. Outlook for II Consolidated Management Report Appendix 1. Sales Evolution 7 2. Stores Network 7 3. EBITDA Margin Breakdown 7 4. Financial Costs Breakdown 7 5. Definitions 7 6. Restatement Sales in Recheio 8 7. P&L - Reconciliation Note 8 8. Balance Sheet - Reconciliation Note 9 9. Cash Flow Reconciliation Note Net Profit on a Comparable Basis Information Regarding Individual Financial Statements 10 V Consolidated Financial Statements 1. Financial Statements Notes to the Financial Statements 15

3 Consolidated Management Report I CONSOLIDATED MANAGEMENT REPORT Message from the Chairman and CEO Pedro Soares dos Santos In the third quarter, the performance of all Group banners was reinforced by the commercial dynamics of the previous quarters and by the consistent focus on sales. Biedronka continued with its programme to enhance the value proposition and the differentiation in its offer, which was reflected in a solid growth of the average basket. Pingo Doce consolidated its market positioning and its leadership as the Portuguese consumers preferred banner. In Colombia, Ara arrived to the Bogota region. It is encouraging to see the acceptance our banner received in its expansion to the country s capital. The nine months performance validates the defined strategy and confirms our expectation to deliver the targets we set for the year. 1. Sales Analysis (Million Euro) 9M 16 9M 15 Q3 16 Q3 15 % total % total Pln Euro % total % total Pln Euro Biedronka 7, % 6, % 9.9% 4.8% 2, % 2, % 10.2% 6.3% Pingo Doce 2, % 2, % 4.7% % % 6.0% Recheio * % % 5.5% % % 7.6% Ara % % 95.3% % % 120.1% Hebe % % 18.2% % % 23.8% Mkt. Repr. and Rest. Serv % % n.a % % n.a. Others & Cons. Adjustments * % % n.a % % n.a. Total JM 10, % 10, % 5.5% 3, % 3, % 7.1% * Restated figures for Q3 15 and 9M 15, see note 6.2. of the Consolidated Management Report Appendix. Consolidated sales in the nine months reached 10,738.2m, a growth of 5.5% versus the same period last year (+9.3% at constant exchange rates). Sales (Million Euro) 9M 15 9M % 6,836 7, % 10,738 10,175 LFL Growth (9M 16/9M 15) Crescimento LFL (1T 8.7% 12/1T 11) 9.5% 6.5% +4.7% 2,511 2, % +95.3% +18.2% Biedronka Pingo Doce Recheio* Ara Hebe Others & * JM Cons.Adjust. Consolidated 2.0% 0.9% * Biedronka Pingo Doce 4.4% 5.3% 2.6% Recheio JM Cons. * Restated figures in 9M 2015, see note 6.1. of the Consolidated Management Report Appendix * Ex-Fuel LFL: 1.1% As a result of the increased relevance for consumers of our banners value proposition, Group LFL sales increased by 6.5% (+6.9% in third quarter) over the nine months last year. 3

4 Consolidated Management Report In Poland, promotions continued to dominate the market and the existing competitive landscape gave no signs of softening. Food inflation in the country, although low, improved slightly to 0.9% in third quarter from the 0.6% in first half. The increased disposable income in the country continued to contribute to the favourable consumer environment. In the first nine months, Biedronka total sales grew 9.9% (in local currency) with LFL sales up 8.7%. In euros, sales reached 7,163.4m, 4.8% more than in the previous year. In third quarter of 2016, Biedronka s improved offer and strong promotional dynamics led to a very positive performance which was reflected in the 8.5% LFL sales growth. In the first nine months of the year, Biedronka opened 50 new stores bringing the total network up to 2,700. The Company continued with its revamping programme with a total of 145 locations having been remodelled during the period. Hebe ended the nine months of the year with 84.9m of sales, a growth of 18.2% (+24.0% at constant exchange rates). Over the period, the banner opened six locations, ending the nine months with a total of 141 stores. In Portugal, July and August saw an acceleration in the growth of food retail sales along with a slight increase in food inflation. Consumer remained highly price-sensitive and promotions continued to dominate the competitive landscape. In this context, Pingo Doce maintained its promotional intensity whilst continuing to invest in reinforcing the attractiveness of its offer. In the third quarter of 2016, this resulted in a LFL performance of 2.6% (excl. fuel), despite the challenging comparative of third quarter of In the nine months sales grew 4.7% to reach 2,628.0m with LFL (excl. fuel) at 1.1%. Over the period, six new stores were opened and 17 locations were remodelled. Recheio also benefited from the strong tourist activity across the country and delivered a remarkable sales performance with LFL reaching 4.4% in the nine months (+5.9% in third quarter). Helped by the contribution from one new store opened last June, the Company recorded total sales of 663.1m, an increase of 5.5% in the nine months (+7.6% in third quarter). In Colombia, Ara s sales stood at 162.3m in the first nine months of the year. The banner opened its first stores in the Bogota area in September, adding this third region to its expansion map. In the nine months period, Ara opened a total of 41 stores, and was operating a network of 183 locations by the end of September. 2. Results Analysis Net Consolidated Profit (Million Euro) 9M 16 9M 15 Q3 16 Q3 15 Net sales and services 10,738 10, % 3,780 3, % Gross profit 2, % 2, % 4.9% % % 6.4% Operating costs -1, % -1, % 4.2% % % 6.3% EBITDA % % 6.7% % % 6.5% Depreciation % % -0.5% % % -0.2% EBIT % % 11.0% % % 9.8% Net financial costs % % -37.1% % % -72.3% Gains in joint ventures and associates % % n.a % 7 0.2% n.a. Non-recurrent items % % n.a % % n.a. EBT % % 71.0% % % 150.4% Income tax % % 3.7% % % -4.9% Net profit % % 91.4% % % 196.0% Non-controlling interests % % -4.8% % % -26.2% Net profit attributable to JM % % 98.9% % % 220.8% EPS ( ) % % EPS without non-recurrent ( ) % % 4

5 (Million Euro) (% Sales) R&A - First Nine Months 2016 Consolidated Management Report Operating Profit At the Group level, EBITDA increased 6.7% to reach 626.9m with the respective margin standing at 5.8% (5.8% in nine months of 2015). In third quarter of 2016, EBITDA grew 6.5% with a margin of 6.3% (6.4% in third quarter of 2015). This positive operational performance was the result of the effectiveness of our banners strategic decision to focus on top line growth. 5,8% 5,8% 6% % M 15 9M 16 0% Biedronka s EBITDA, in the nine months, grew 8.0% to 512.0m (+13.3% in local currency), recording a margin of 7.1% (6.9% in nine months of 2015). In the third quarter, Biedronka s EBITDA grew 9.3% (+13.2% in local currency). This positive margin evolution was achieved in a context of intense commercial investment and strengthening of our remuneration policies. The distribution businesses in Portugal achieved an EBITDA of 174.8m in the first nine months, 3.5% ahead of nine months of EBITDA margin was at 5.3%, 10 bps down on previous year impacted by the investments in the value proposition and in the top line growth. Losses generated by Ara and Hebe, at the EBITDA level, stood at 44.3m in the nine months period. Financial Results Financial charges for the Group in the nine months were 12.4m, 7.3m below the nine months of 2015 figure due to lower average net debt and lower cost of debt. Non-Recurrent Items The sale of the Group s subsidiary Monterroio - Industry & Investments B.V. was concluded by 30 September Proceeds amounted to 310m and the transaction generated additional earnings, at the consolidated level, of 224m, which are included in the heading relating to non-recurrent items. Net Results Net Profit attributable to Jerónimo Martins in the nine months was 501.6m. Excluding the Monterroio contribution, net profit was 266.5m, 12.0% ahead of the same period in previous year. 3. Balance Sheet (Million Euro) 9M 16 9M 15 Net goodwill Net fixed assets 3,095 2,997 Total working capital -2,004-1,829 Others Invested capital 1,739 1,924 Total borrowings Leasings - - Accrued interest 1 5 Marketable sec. & bank deposits Net debt Non-c ontrolling interests Share capital Reserves and retained earnings 1, Shareholders funds 1,918 1,748 Gearing -9.3% 10.1% Net cash position for the Group by the end of September stood at 179.3m including the proceeds from the disposal of Monterroio as mentioned above. 5

6 Consolidated Management Report Cash Flow (Million Euro) 9M 16 9M 15 EBITDA Interest payment Other financial items 3 11 Income tax Funds from operations Capex payment Working capital movement Others Free cash flow Free Cash Flow generated in the period, after Capex payments, was 555.6m. Excluding the proceeds of Monterroio disposal, cash flow was 250.7m, broadly in line with the same period in Investment Programme Group Capex was 295.1m in the first nine months of the year, of which c.43% was invested in Biedronka. 4. Outlook for 2016 The solid year-to-date performance confirms the relevance of our strategic option to focus on consumer preferences and top-line growth. This, in a context of low food inflation in Poland and Portugal, as well as intense competitive conditions in all the countries where we operate. Going forward we remain determined to continue reinforcing our banners market positions whilst focusing on price leadership and differentiated offer. In Colombia, Ara will invest in the infrastructure and internal organisation that will allow the Company to accelerate its expansion plan which already includes the region of Bogota. This is bringing a bit more of upfront opex and therefore the start-up losses, from Ara and Hebe for this year, already impacted by F/X, are now expected to be marginally ahead of the 2015 number. At the Group level, capex should not exceed 550m, the lower part of the range previously disclosed. In our two main markets we maintain a cautious view of prospects due to the socio-economic uncertainty. As such we expect labour costs to put some pressure on the Companies costs structures. However, we are confident in both the ability of the Group s Companies to reach their goals and in the potential to continue investing in future growth. Lisbon, 20 October 2016 The Board of Directors 6

7 Consolidated Management Report Appendix II CONSOLIDATED MANAGEMENT REPORT APPENDIX 1. Sales Evolution Total Sales Growth LFL Sales Growth Q1 16 Q2 16 H1 16 Q3 16 9M 16 Q1 16 Q2 16 H1 16 Q3 16 9M 16 Biedronka Euro 5.1% 3.0% 4.0% 6.3% 4.8% PLN 9.3% 10.2% 9.8% 10.2% 9.9% 7.6% 9.9% 8.8% 8.5% 8.7% Pingo Doce 5.8% 2.2% 3.9% 6.0% 4.7% 1.9% -1.5% 0.1% 2.4% 0.9% Ex-Fuel 6.3% 2.5% 4.3% 6.3% 5.0% 2.1% -1.4% 0.3% 2.6% 1.1% Recheio * 4.4% 4.1% 4.2% 7.6% 5.5% 3.8% 3.4% 3.6% 5.9% 4.4% * Restated figure for Q1 16 see note Stores Network Number of Stores 2015 Openings Closings Network Q1 16 Q2 16 Q3 16 9M 16 9M 16 9M 15 Biedronka 2, ,700 2,659 Pingo Doce Recheio Ara Hebe Sales Area (sqm) 2015 Openings Closings/ Remodellings Network Q1 16 Q2 16 Q3 16 9M 16 9M 16 9M 15 Biedronka 1,721,897 19,329 10,743 6,077 6,671 1,751,374 1,710,534 Pingo Doce 479,113 3,500 1,850 1, , ,123 Recheio 128,141-2, , ,141 Ara 43,891 2,732 3,683 7,404-57,710 34,521 Hebe 30, ,282 1,219 1,311 32,369 28,508 * Restated figure from published in 2015 FY. 3. EBITDA Margin Breakdown 4. Financial Costs Breakdown 5. Definitions * (% of sales) 9M 16 % total 9M 15 % total Biedronka 7.1% 81.7% 6.9% 80.7% Distribution Portugal 5.3% 27.9% 5.4% 28.8% Others & cons. adjustments n.a. -9.6% n.a. -9.4% JM Consolidated 5.8% 100% 5.8% 100% (Million Euro) 9M 16 9M 15 Net interest Exchange differences -1 - Others -2-3 Financial results 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); Gearing: Net Debt / Shareholder Funds. 7

8 Consolidated Management Report Appendix 6. Restatement Sales in Recheio Recheio sales reported in 2015 included intercompany sales that are now being corrected, with impact in the sales headings of Recheio and of Others and Consolidated Adjustments Sales Evolution Sales Reported Restated 9M 15 9M 15 Recheio Others and consolidated adjustments Sales Breakdown Sales Reported Restated Q3 15 9M 15 Q3 15 9M 15 Recheio Others and consolidated adjustments Sales Growth Reported Restated Total sales growth Q1 16 Q1 16 Recheio 4.3% 4.4% 7. P&L - Reconciliation Note (Following ESMA guidelines on Alternative Performance Measures from October 2015) Income Statement Net Sales and Services Gross Profit Income Statement by Functions in the Consolidated Report & Accounts - First Nine Months 2016 Net sales and services Gross profit Operating Costs Includes headings of: Distribution costs; Administrative costs; Other operating costs and excludes Depreciations of m EBITDA Depreciation Includes heading of Depreciations - in note Gross profit and operating costs - and the amortisations related with the production activity ( 1.8m) EBIT Net financial costs Gains in joint ventures and associates Non-Recurrent Items Net financial costs Gains (losses) in joint ventures and associates Includes headings of: Exceptional operating profits/losses; Gains in disposal of business and Profit/Losses in other investments EBT Income tax Tax heading on current results Net Profit Non-Controlling Interests Non-controlling interests Net Profit attributable to JM 8

9 Consolidated Management Report Appendix 8. Balance Sheet - Reconciliation Note (Following ESMA guidelines on Alternative Performance Measures from October 2015) Balance Balance Sheet in the Consolidated Report & Accounts - First Nine Months 2016 Net Goodwill Net Fixed Assets Total Working Capital Others Included in the heading of Intangible assets Includes the headings Tangible and Intangible assets excluding the net goodwill value ( 636.2m) Includes the headings Current trade debtors, accrued income and deferred costs; Inventories; Biological assets; Trade creditors, accrued costs and deferred income; Employee benefits; the value of 3.7m Cash and cash equivalents (note - Cash and cash equivalents) and the value of 6.8m related to 'Others' due to its operational nature. Excludes: the value of -1.1m related to interest accruals and deferrals (note - Financial debt) Includes the headings Investment property; Investments in joint ventures and associates; Available-for-sale financial assets; Non-current trade debtors, accrued income and deferred costs; Deferred tax assets and liabilities; Income tax receivable and payable; and Provisions for risks and contingencies. Excludes: the value of 34.4m related to Collateral deposits associated to financial debt (note - Trade debtors, accrued income and deferred costs); and also the value of 6.8m related to Others due its operational nature Invested Capital Total Borrowings Leasings Accrued Interest & Hedging Marketable Sec. & Bank Deposits Includes the heading Borrowings excluding leasings Value reflected in Borrowings note Includes the heading Derivative financial instruments and the value of 1.1m related to Interest accruals and deferrals (value reflected in note - Financial debt) Includes the heading Cash and cash equivalents and the value of 34.4m related to Collateral deposits associated to financial debt (reflected in Trade debtors note) and excludes the value of 3.7m in Cash and cash equivalents (reflected in note - Cash and cash equivalents) Net debt Non-Controlling Interests Share Capital Reserves and Retained Earnings Non-controlling interests Share capital Includes the headings Share premium, Own shares, Other reserves and Retained earnings Shareholders Funds 9. Cash Flow - Reconciliation Note (Following ESMA guidelines on Alternative Performance Measures from October 2015) Cash Flow Cash Flow in the Consolidated Report & Accounts First Nine Months 2016 EBITDA Interest Payment Other Financial Items Income Tax Included in the heading of Cash generated from operations Includes the headings of Interest paid and Interest received Dividends received Income tax paid 9

10 Consolidated Management Report Appendix Cash Flow Cash Flow in the Consolidated Report & Accounts First Nine Months 2016 Funds From Operations Capex Payment Working Capital Movement Others Includes the headings Disposal of tangible assets; Disposal of Intangible assets; Disposal of financial assets and investment property; Acquisition of tangible assets; Acquisition of intangible assets; Acquisition of financial assets and investment property Included in the heading of Cash generated from operations Includes the headings Disposal of business, being the remaining amount included in the heading Cash generated from operations Free Cash Flow 10. Net Profit on a Comparable Basis 9M 16 9M 15 Net Profit attributable to JM Deducted from the impact of discontinued businesses: Gains in joint ventures and associates Non-Recurrent Items - Monterroio Net Profit Mkt. Repr. and Rest. Serv. - - Net Profit on a comparable basis 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. are not disclosed as they do not include additional relevant information, compared to the one presented in this report. 10

11 Consolidated Financial Statements III CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT BY FUNCTIONS FOR SEPTEMBER 2016 AND 2015 Euro thousand 9 Months 9 Months 3rd Quarter 3rd Quarter Notes Sales and services rendered 3 10,738,224 10,174,588 3,779,703 3,530,590 Cost of sales 4 (8,463,636) (8,005,875) (2,973,828) (2,773,139) Gross profit 2,274,588 2,168, , ,451 Distribution costs 4 (1,692,787) (1,636,627) (581,440) (550,924) Administrative costs 4 (174,450) (165,266) (59,090) (56,004) Exceptional operating profits/losses 4 (19,892) (7,448) (17,484) (2,735) Operating profit 387, , , ,788 Net financial costs 5 (12,392) (19,707) (1,874) (6,768) Gains in joint ventures and associates 10 10,272 14,610 2,706 6,686 Gains on disposal of business 6 223, ,996 - Gains/ losses in other investments (3,582) - (2,805) - Profit before taxes 605, , , ,706 Income tax 7 (85,577) (82,523) (31,885) (33,535) Profit before non-controlling interests 520, , , ,171 Attributable to: Non-controlling interests 18,594 19,528 8,453 11,457 Jerónimo Martins Shareholders 501, , , ,714 Basic and diluted earnings per share - Euros To be read with the attached notes to the consolidated financial statements CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Notes Euro thousand 9 Months 9 Months 3rd Quarter 3rd Quarter Net profit 520, , , ,171 Other comprehensive income: Items that will not be reclassified to profit or loss Items that may be reclassified to profit or loss Currency translation differences (11,676) 19,388 23,971 (5,732) Change in fair value of cash flow hedges (225) 2, Change in fair value of hedging instruments on foreign operations (1,332) (14,615) Change in fair value of available-for-sale financial assets 297 (124) - (192) Related tax 165 (792) (129) 49 (12,771) 6,390 24,013 (4,855) Other comprehensive income, net of income tax (12,771) 6,390 24,013 (4,855) Total comprehensive income 507, , , ,316 Attributable to: Non-controlling interests 18,594 19,996 8,453 11,646 Accionistas de Jerónimo Martins 488, , ,559 97,670 Total comprehensive income 507, , , ,316 To be read with the attached notes to the consolidated financial statements 11

12 Consolidated Financial Statements CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2016 AND 31 DECEMBER 2015 Euro thousand Notes September December Assets Tangible assets 8 2,935,479 2,890,113 Intangible assets 8 796, ,796 Investment property 8 15,558 20,387 Investments in joint ventures and associates ,478 Available-for-sale financial assets 10,284 1,758 Trade debtors, accrued income and deferred costs , ,604 Derivative financial instruments Deferred tax assets 63,180 56,245 Total non-current assets 3,940,143 3,973,503 Inventories 650, ,339 Biological assets Income tax receivable 9,956 1,373 Trade debtors, accrued income and deferred costs , ,275 Derivative financial instruments Cash and cash equivalents , ,688 Total current assets 1,423,075 1,359,212 Total assets 5,363,218 5,332,715 Shareholders equity and liabilities Share capital 629, ,293 Share premium 22,452 22,452 Own shares (6,060) (6,060) Other reserves (77,163) (64,392) Retained earnings 14 1,095, ,400 1,663,969 1,341,693 Non-controlling interests 254, ,526 Total Shareholders equity 1,918,003 1,593,219 Borrowings , ,422 Trade creditors, accrued costs and deferred income Derivative financial instruments Employee benefits 17 41,299 42,908 Provisions for risks and contingencies 17 83,377 83,947 Deferred tax liabilities 53,324 54,527 Total non-current liabilities 444, ,617 Borrowings 16 61, ,510 Trade creditors, accrued costs and deferred income 18 2,896,794 2,871,717 Derivative financial instruments Income tax payable 42,855 27,559 Total current liabilities 3,001,036 3,022,879 Total Shareholders equity and liabilities 5,363,218 5,332,715 To be read with the attached notes to the consolidated financial statements 12

13 Consolidated Financial Statements CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY Euro thousand Shareholders equity attributable to Shareholders of Jerónimo Martins, SGPS, S.A. Other reserves Share capital Share premium Own shares Cash flow hedge Available-forsale financial assets Currency translation reserves Retained earnings Total Noncontrolling interests Shareholders equity Balance Sheet as at 1 January ,293 22,452 (6,060) (2,548) (157) (64,562) 817,398 1,395, ,875 1,638,691 Equity changes in the 9 Months of 2015 Currency translation differences (13) 19,105 19,092 19,092 Change in fair value of cash flow hedging Change in fair value of hedging instruments on foreign operations Change in fair value of available-for-sale financial investments 1,541 1, ,009 (14,615) (14,615) (14,615) (96) (96) (96) Other comprehensive income ,528 (96) 4,490-5, ,390 Net profit 252, ,224 19, ,752 Total comprehensive income ,528 (96) 4, , ,146 19, ,142 Dividends (153,966) (153,966) (15,033) (168,999) Balance Sheet as at 30 September ,293 22,452 (6,060) (1,020) (253) (60,072) 915,656 1,499, ,838 1,747,834 Balance Sheet as at 1 January ,293 22,452 (6,060) 99 (230) (64,261) 760,400 1,341, ,526 1,593,219 Equity changes in the 9 Months of 2016 Currency translation differences (1) (11,486) (11,487) (11,487) Change in fair value of cash flow hedging Change in fair value of hedging instruments on foreign operations Change in fair value of available-for-sale financial investments (182) (182) (182) (1,332) (1,332) (1,332) Other comprehensive income (183) 230 (12,818) - (12,771) - (12,771) Net profit 501, ,582 18, ,176 Total comprehensive income (183) 230 (12,818) 501, ,811 18, ,405 Dividends (note 14) (166,535) (166,535) (15,546) (182,081) Disposal of non-controlling interests (540) (540) Balance Sheet as at 30 September ,293 22,452 (6,060) (84) - (77,079) 1,095,447 1,663, ,034 1,918,003 To be read with the attached notes to the consolidated financial statements 13

14 Consolidated Financial Statements CONSOLIDATED CASH FLOW STATEMENT FOR SEPTEMBER 2016 AND 2015 Operating Activities Euro thousand 9 Months 9 Months Cash received from customers 12,103,055 11,466,183 Cash paid to suppliers (10,644,884) (10,058,916) Cash paid to employees (821,625) (775,374) Cash generated from operations , ,893 Interest paid (11,954) (20,330) Income taxes paid (88,198) (83,545) Cash flow from operating activities 536, ,018 Investment activities Disposals of tangible fixed assets 2,294 1,857 Disposals of intangible assets - 1 Disposals of available-for-sale financial assets and investment property 1,732 - Disposals of businesses 304,963 - Interest received 1,215 1,594 Dividends received 2,774 11,418 Acquisition of tangible fixed assets (283,890) (266,972) Acquisition of intangible assets (2,493) (17,422) Acquisition of financial investments and investment property (8,714) (453) Collateral deposits associated to financial debt - (15,000) Cash flow from investment activities 17,881 (284,977) Financing activities Net change in loans (332,059) (14,921) Dividends paid 14 (182,081) (168,999) Cash flow from financing activities (514,140) (183,920) Net changes in cash and cash equivalents 40,135 59,121 Cash and cash equivalents changes Cash and cash equivalents at the beginning of the year 441, ,660 Net changes in cash and cash equivalents 40,135 59,121 Effect of aquisition/sale of subsidiaries Effect of currency translation differences (5,608) (1,854) Cash and cash equivalents at the end of 9 Months , ,927 To be read with the attached notes to the consolidated financial statements Notes CONSOLIDATED CASH FLOW STATEMENT FOR THE INTERIM PERIOD Euro thousand 9 Months 9 Months 3rd Quarter 3rd Quarter Cash Flow from operating activities 536, , , ,630 Cash Flow from investment activities 17,881 (284,977) 198,815 (109,619) Cash Flow from financing activities (514,140) (183,920) (147,762) (37,410) Cash and cash equivalents changes 40,135 59, , ,601 14

15 Notes to the Consolidated Financial Statements Index to the Notes to the Consolidated Financial Statements Page 1. Activity Accounting policies Segments reporting Gross profit and operating costs Net financial costs Gains in disposal of business Income tax recognised in the income statement Tangible fixed assets, intangible assets and investment property Derivative financial instruments Investments in joint ventures and associates Trade debtors, accrued income and deferred costs Cash and cash equivalents Cash generated from operations Dividends Basic and diluted earnings per share Borrowings Provisions and employee benefits Trade creditors, accrued costs and deferred income Contingencies Related parties Events after the balance sheet date

16 Notes to the Consolidated Financial Statements 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 devoted to the production, distribution and sale of food and other fast moving consumer goods products. The Group operates in Portugal, Poland and Colombia. Head Office: Rua Actor António Silva, n.º 7, Lisboa Share Capital: 629,293,220 euros Registered at the Commercial Registry Office of Lisbon and Tax Number: JMH has been listed on Euronext Lisbon since The Board of Directors approved these consolidated financial statements on 20 October Accounting policies All amounts are shown in thousand euros (EUR thousand) unless otherwise stated. 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 were prepared in accordance with the same standards and accounting policies adopted by the Group in the preparation of the annual financial statements, including 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 2015 annual report are omitted because no changes occurred or they are not materially relevant for the understanding of the interim financial statements. As mentioned in the Consolidated Financial Statements chapter of the 2015 Annual Report, point 30 - Financial risks, the Group, as a result of its normal activity, is exposed to several risks which are monitored and mitigated throughout the year. During the first nine months of 2016, there were no material changes in addition to the notes detailed below, that could significantly change the assessment of the risks that the Group is exposed to. 2.1 New standards, amendments and interpretations adopted by the Group In 2015 and 2016, the EU issued the following Regulations, which were adopted by the Group from January 1 st 2016: EU Regulation Regulation no. 28/2015 Regulation no. 29/2015 Regulation no. 2113/2015 Regulation no. 2173/2015 Regulation no. 2231/2015 Regulation no. 2343/2015 Regulation no. 2406/2015 Regulation no. 2441/2015 Regulation no. 1703/2016 IASB Standard or IFRIC Interpretation endorsed by EU Annual Improvements to IFRS s Cycle: IFRS 2 Share-Based Payment, IFRS 3 Business Combinations, IFRS 8 Operating Segments, IFRS 13 Fair Value Measurement, IAS 16 Property, Plant and Equipment, IAS 24 Related Party Disclosures and IAS 38 Intangible Assets (Amendment) IAS 19 Employee Benefits: Defined Benefit Plans - Employee Contributions (Amendment) IAS 16 Property, Plant and Equipment and IAS 41 Agriculture: Bearer Plants (amendment) IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations (amendment) IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets: Clarification of Acceptable Methods of Depreciation and Amortisation (amendment) Annual Improvements to IFRS s Cycle: IFRS 5 Noncurrent Assets Held for Sale and Discontinued Operations, IFRS 7 Financial Instruments: Disclosures, IAS 19 Employee Benefits and IAS 34 Interim Financial Reporting (amendment) IAS 1 Presentation of Financial Statements: Disclosure Initiative (amendment) IAS 27 Separate Financial Statements: Equity Method in Separate Financial Statements (amendment) IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 28 Investments in Associates and Joint Ventures: Investment Entities - Applying the Consolidation exemption (amendment) Issued in Mandatory for financial years beginning on or after December February 2015 November February 2015 June January 2016 May January 2016 May January 2016 September January 2016 December January 2016 August January 2016 December January 2016 The Group adopted the new improvements, with no significant impact on the Consolidated Financial Statements. 16

17 Notes to the Consolidated Financial Statements 2.2 New standards, amendments and interpretations issued by IASB and IFRIC, but not yet endorsed by EU IASB issued in 2016 the following standards and amendments that are still pending endorsement by the EU: IASB Standard or IFRIC Interpretation Issued in Expected application for financial years beginning on or after IFRS 16 Leases (new) January January 2019 IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses (amendment) January January 2017 IAS 7 Statement of Cash Flows: Disclosure Initiative (amendment) January January 2017 IFRS 15 Revenue from Contracts with Customers: Clarifications (amendment) April January 2018 IFRS 2 Share-based Payment: Classification and Measurement of Transactions June January 2018 (amendment) IFRS 4 Insurance Contracts: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance September January 2018 Contracts (amendment) The new standard IFRS 16 eliminates the classification of leases as either operating leases or finance leases for lessees, as is required by IAS 17 and, instead, introduces a single accounting model, very similar to the current treatment that is given to finance leases in lessee accounts. This single accounting model provides for the lessee the recognition of: i. assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value, regardless of the lease term; and ii. depreciation of lease assets separately from interest on lease liabilities in the Income Statement. Management is assessing the impacts that will result from adopting this new standard, and expects that its adoption will have a significant impact on the Group s Consolidated Financial Statements, as result of the capitalisation of the assets which are currently under operating leases and recording their respective liabilities. Management is also currently evaluating the impact of adopting the remaining above amendments to standards already in place, and do not expect any significant impact on the Group s Consolidated Financial Statements. 2.3 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: Euro foreign exchange reference rates (foreign exchange units per 1 Euro) Rate on 30 September 2016 Average rate for the 9 Months Polish Zloty (PLN) Swiss Franc (CHF) Colombian Peso (COP) 3, , Segments reporting Management monitors the performance of the business based on a geographical and business nature. Due to the fact that the business units in the distribution area in Portugal share a set of competences, the Group analyses, on a quarterly basis, its segments in an aggregate performance perspective. In addition, the Group also separates the distribution business unit in Poland. Apart from these, there are also other businesses, but due to their low materiality they are not reported separately. Business segments: Portugal Distribution: comprises the business unit of JMR (Pingo Doce supermarkets) and the wholesale business unit Recheio; Poland Distribution: the business unit using the brand Biedronka; Others, eliminations and adjustments: includes i) the business units with reduced materiality (Marketing Services and Representations, Restaurants until July - Agro Business in Portugal, Health and Beauty Retail in Poland, Retail business in Colombia), ii) the Holding companies and iii) Group s consolidation adjustments. Management evaluates the performance of segments based on the Earnings Before Interest and Taxes (EBIT). This indicator excludes the effects of exceptional operating profits/losses. 17

18 Detailed information by business segments at September 2016 and 2015 R&A - First Nine Months 2016 Notes to the Consolidated Financial Statements Portugal Distribution Poland Distribution Others, eliminations and adjustments Total JM Consolidated Net sales and services 3,294,319 3,143,285 7,163,375 6,836, , ,252 10,738,224 10,174,588 Inter-segments ,132 1,121 (1,247) (1,290) - - External customers 3,294,204 3,143,116 7,162,243 6,834, , ,542 10,738,224 10,174,588 Operational cash flow (EBITDA) 174, , , ,936 (59,895) (55,371) 626, ,517 Depreciations and amortisations (81,744) (80,163) (126,456) (130,164) (11,355) (10,370) (219,555) (220,697) Operational result (EBIT) 93,094 88, , ,772 (71,250) (65,741) 407, ,820 Exceptional operating profits/losses (19,892) (7,448) Financial results and gains in investments 218,294 (5,097) Income tax (85,577) (82,523) Net result attributable to JM 501, ,224 Total assets (1) 2,115,469 2,035,589 2,785,647 2,920, , ,689 5,406,162 5,332,715 Total liabilities (1) 1,545,608 1,470,666 2,019,073 2,126,974 (76,522) 141,856 3,488,159 3,739,496 Investments in fixed assets 115, , , ,898 45,676 37, , ,853 (1) The comparative report is 31th December of 2015 Reconciliation between EBIT and operational result Sep 2016 Sep 2015 EBIT 407, ,820 Non recurrent results (19,892) (7,448) Operational result 387, ,372 18

19 Notes to the Consolidated Financial Statements 4. Gross profit and operating costs Sep 2016 Sep 2015 Net sales and services 10,738,224 10,174,588 Net cost of products sold (8,457,652) (7,979,824) Net cash discount and interest paid to suppliers 16,676 (4,840) Electronic payment commissions (17,876) (14,853) Other supplementary costs (4,784) (6,358) Cost of sales (8,463,636) (8,005,875) Gross profit 2,274,588 2,168,713 Supplies and services (393,832) (374,544) Advertising costs (60,112) (54,103) Rents (246,400) (247,516) Staff costs (832,595) (785,274) Depreciations and amortisations (217,762) (219,002) Profit/loss with tangible and intangible assets (2,042) (1,344) Transportation costs (111,056) (111,443) Other operational profit/loss (3,438) (8,667) Distribution and administrative costs (1,867,237) (1,801,893) Legal contingencies (75) (291) Losses from organizational restructuring programmes (3,517) (6,386) Assets write-offs and gains/losses in sale of tangible assets (8,474) (981) Changes to benefit plans and actuarial assumptions (7,689) - Others (137) 210 Exceptional operating profits/losses (19,892) (7,448) Operating profit 387, , Net financial costs Sep 2016 Sep 2015 Interest expense (9,915) (18,792) Interest received 1,164 1,710 Dividends Net foreign exchange (1,174) 109 Other financial costs and gains (2,544) (2,810) Fair value of financial investments held for trade: Derivative instruments (note 9) 14 8 (12,392) (19,707) The interest expense heading includes the interest regarding loans measured at amortized cost, as well as interest on cash flow hedging instruments (note 9). Other financial costs and gains include costs with debt issued by the Group, recognised in results through effective interest method. 19

20 Notes to the Consolidated Financial Statements 6. Gains in disposal of business The Group recorded a gain of EUR 223,996 thousand as a result of the divestment in Monterroio - Industry & Services Investments B.V., as presented below: 2016 Proceeds net of cost to sell 308,000 Net assets divested (81,507) Minority interests in divested business 540 Cash and cash equivalents of divested business (3,037) Gains in disposal of business 223, Income tax recognised in the income statement Current income tax Sep 2016 Sep 2015 Current tax of the year (97,371) (90,392) Adjustment to prior year estimation 1, Deferred tax (95,490) (90,036) Temporary differences created and reversed 9,431 6,842 Change to the recoverable amount of tax losses and temporary differences from previous years (601) (404) 8,830 6,438 Other gains/losses related to tax Impact of changes in estimates for tax litigations 1,083 1,075 1,083 1,075 Total income tax (85,577) (82,523) Income tax expense is recognised based on the weighted average annual income tax rate expected for the year. In 2016 the income tax rates for Group companies were the same applied in Tangible fixed assets, intangible assets and investment property Tangible assets Intangible assets Investment property Net value at 31 December ,890, ,796 20,387 3,720,296 Foreign exchange differences (14,110) (5,825) - (19,935) Increases 283,953 2, ,446 Disposals and write-offs (4,799) (5) (1,744) (6,548) Transfers (285) Acquisitions/Disposals of business (2,261) (90) - (2,351) Depreciation and impairment losses (217,132) (10,482) - (227,614) Fair value changes - - (3,085) (3,085) Net value at 30 September ,935, ,172 15,558 3,747,209 Total Net value of intangible assets at 30 September 2016 include Goodwill amounted EUR 636,220 thousand. As a consequence of currency translation adjustment of the assets in the Group s businesses reported in foreign currency, the net amount of tangible and intangible assets decreased by EUR 19,935 thousand, which includes a decrease of EUR 3,967 thousand related to Goodwill from business in Poland. The difference to total of amortisations stated in note 4, relates mainly to the production activities that were attributable to the cost of the goods sold. 20

21 Notes to the Consolidated Financial Statements 9. Derivative financial instruments Sep 2016 Dec 2015 Notional Assets Liabilities Notional Assets Liabilities Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent Derivatives held for trading Currency forwards (PLN) 9 million PLN Cash flow hedging derivatives Interest rate swap (PLN) 203 million PLN million PLN Foreign operation investments hedging derivatives Currency forwards (PLN) 113 million PLN million PLN Total derivatives held for trading Total hedging derivatives Total assets/liabilities derivatives Investments in joint ventures and associates During the first nine months of 2016, the movement under this heading was as follows: Joint ventures Associates Total Balance at 1 January 75, ,478 Equity method: Net result 10,289 (17) 10,272 Dividends and other income received (2,711) - (2,711) Disposals of business (83,367) (672) (84,039) Acquisitions of business 1-1 Balance at 30 September Trade debtors, accrued income and deferred costs Sep 2016 Dec 2015 Non-current Other debtors 82,241 80,849 Collateral deposits associated to financial debt 34,367 34,367 Deferred costs 2,861 3, , ,604 Current Commercial customers 50,000 53,501 Other debtors 98,430 87,770 Other taxes receivable 11,011 11,754 Accrued income and deferred costs 126, , , ,275 Non-current debtors are mainly related to additional corporate income tax liquidation as well as pre-paid corporate income tax, which the Group has already contested and made a legal claim for reimbursement. The debtor s amount is registered at the recoverable value. The Group creates provisions for impairment losses whenever there are signs of uncollectable amounts. 21

22 Notes to the Consolidated Financial Statements 12. Cash and cash equivalents Sep 2016 Dec 2015 Bank deposits 375, ,946 Short-term investments 96, ,932 Cash and cash equivalents 3,679 4, , , Cash generated from operations Sep 2016 Sep 2015 Net results 501, ,224 Adjustments for: Non-controlling interests 18,594 19,528 Income tax 85,577 82,523 Depreciations and amortisations 219, ,697 Provisions and other operational gains and losses 12,796 6,709 Net financial costs 12,392 19,707 Gains/Losses on disposal of business (223,996) - Gains/Losses in associated companies (10,272) (14,610) Gains/Losses in other investments 3,582 - Profit/ Losses in tangible and intangible assets 2,511 2, , ,900 Changes in working capital: Inventories (19,230) (36,565) Trade debtors, accrued income and deferred costs (3,029) (8,695) Trade creditors, accrued costs and deferred income 36,484 88, , , Dividends Dividends distributed in 2016 in the amount of EUR 182,081 thousand, include an amount of EUR 166,535 thousand paid to JMH Shareholders, and an amount of EUR 15,546 thousand paid to non-controlling interests in the Group companies. 15. Basic and diluted earnings per share Sep 2016 Sep 2015 Ordinary shares issued at the beginning of the year 629,293, ,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, ,434,220 Diluted net results of the year attributable to ordinary shares 501, ,224 Basic and diluted earnings per share Euros Borrowings In the first nine months of the year the Group financing needs for the Portuguese companies were supported by short-term instruments, mainly of commercial paper issues that were fully reimbursed by the end of September with the receipt from the sale of the business unit Monterroio - Industry & Investments B.V.. For the Portuguese Companies, the Group uses grouped credit lines, which means that the maximum amount approved by a financial entity can be used simultaneously by more than one company. The amount of credit lines which are not being used, amount to EUR 137,000 thousand (2015: EUR 147,000 thousand). 22

23 Notes to the Consolidated Financial Statements Jerónimo Martins Polska early repaid three loans in a total amount of PLN thousand, which had initial maturity in The financing needs of the company were supported by loans from other Group companies and by short term bank credit lines which were increased in more than PLN thousand. Jerónimo Martins Colombia renegotiated the terms and conditions of the credit lines which already held and increased the limits of its short term credit lines in COP thousand Current and non-current loans Sep 2016 Dec 2015 Non-current loans Bank loans 115, ,291 Bond loans 150, ,000 Financial lease liabilities , ,422 Current loans Bank overdrafts 37 8,831 Bank loans 61, ,491 Financial lease liabilities , ,510 As a result of JMR bond loan refinancing, in December, and re-negotiation of Commercial Paper conditions, the average rates of these loans reduced significantly in 2016, from 3.45% to 0.56% and from 2.22% to 0.60%, respectively 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: Sep 2016 Dec 2015 Non-current loans (note 16.1) 265, ,422 Current loans (note 16.1) 61, ,510 Derivative financial instruments (note 9) 74 (157) Interest on accruals and deferrals 1, Bank deposits (note 12) (375,815) (129,946) Short-term investments (note 12) (96,876) (306,932) Collateral deposits associated to financial debt (note 11) (34,367) (34,367) (179,280) 187, Provisions and employee benefits Risks and contingencies Employee benefits Balance at 1 January 83,947 42,908 Set up, reinforced and transfers 1,762 2,081 Unused and reversed (1,539) - Foreign exchange difference (38) - Used (169) (1,744) Acquisitions/Disposals of business (586) (1,946) Balance at 30 September 83,377 41,299 23

24 Notes to the Consolidated Financial Statements 18. Trade creditors, accrued costs and deferred income Sep 2016 Dec 2015 Non-current Other commercial creditors 4 1 Accrued costs and deferred income Current Other commercial creditors 2,339,771 2,359,812 Other non-commercial creditors 198, ,184 Other taxes payables 77,332 76,024 Accrued costs and deferred income 281, ,697 2,896,794 2,871, Contingencies The 2016 Portuguese State Budget law includes a transitory rule that could have a material impact for our Group and, in particular, for the JMR and Recheio subsidiaries. According to this law 1/4 (one quarter) of all the book gains derived from internal transactions (i.e. transactions between affiliated companies within the same fiscal group) - that under the previous legal framework were not taxable unless (i) a transaction with third parties took place or (ii) the tax group was dissolved are to be added to the 2016 collectable income and subject to Corporate Income Tax, with an advanced payment to take place in July. In the late nineties JMR and Recheio and its respective subsidiaries went through a significant restructuring process following several acquisitions and the decision to reorganise the Group's assets. The transactions between the several companies within the JMR and Recheio Groups were made according to the existing legal framework and in line with best practices (arm s length at market value) having generated suspended internal book gains. Considering that the transactions were all internal, these book gains are obviously eliminated in the consolidation process while still being reflected in the individual accounts. Based on the initial assessment of our legal and fiscal advisors, we firmly believe that there is sufficient ground to oppose the said rule. Therefore, we are not incorporating the considered amount that results from the application of this 2016 transitory rule - c. EUR 50,000 thousand in taxes in Jerónimo Martins first nine months results. Following the contingencies mentioned in the 2015 Annual Report, changes occurred on the headings f), g) and j): f) The Portuguese Tax Authorities carried out some corrections of VAT rates applied to certain goods sold by some Group Companies. With these corrections the total amount of assessments for the years 2005 to 2013 in Pingo Doce, Feira Nova and Recheio amounted to EUR 1,820 thousand, EUR 1,300 thousand and EUR 551 thousand, respectively. The Board of Directors believes that the Tax Authorities have no grounds to request this payment and these assessments have been challenged; g) The Portuguese Tax Authorities carried out some corrections to the CIT from Companies included in the perimeter of the Tax Group headed by Recheio SGPS. With these corrections the total assessments concerning 2007 to 2013, amount to EUR 14,936 thousand. We believe that the Tax Authorities have no grounds to request this payment and these assessments have been challenged. The Lisbon Tax Court has already ruled in favour of Recheio SGPS regarding the 2008 assessment. However Tax Authorities have appealed the said decision; j) The Food and Veterinary Department (Direcção-Geral de Alimentação e Veterinária) claimed from Pingo Doce, Recheio and Hussel an amount of EUR 11,207 thousand, EUR 868 thousand and EUR 25 thousand, respectively, in respect of the Food Safety Tax (Taxa de Segurança Alimentar Mais TSAM) assessed for the years 2012 to The values at stake have been challenged in Court, since it is understood that this tax is not due, namely on the grounds of the unconstitutional nature of the Statute that approved the TSAM. The disputes are still running its course. Despite, in two cases, the court having decided that the Food Safety Tax is not unconstitutional, the Companies maintain their understanding and have presented the respective appeal to higher courts. 20. Related parties 56.14% of the Group is owned by the Sociedade Francisco Manuel dos Santos. As disclosed to the market on September 30 th, 2016, it was concluded on that date the disposal of 100% of the share in the subsidiary Monterroio - Industry & Services Investments B.V., in the amount of EUR 310,000 thousand, to Sociedade Francisco Manuel dos Santos, B.V.. The impacts of the referred transaction are detailed in note 6. Besides this, 24