(Free Translation into English from the Original Previously Issued in Portuguese)

Transcription

1 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / HEAD OFFICE 1 ADDRESS 2 DISTRICT RUA SACADURA CABRAL, 102 PARTE SAÚDE 3 ZIP CODE 4 MUNICIPALITY 5 STATE RIO DE JANEIRO RJ 6 AREA CODE 7 TELEPHONE 8 TELEPHONE 9 TELEPHONE 10 TELEX AREA CODE 12 FAX 13 FAX 14 FAX ri@b2winc.com site: INVESTOR RELATIONS OFFICER (Company Mail Address) 1 NAME MURILO DOS SANTOS CORRÊA 2- ADDRESS 3 DISTRICT RUA SACADURA CABRAL, 102 PARTE SAÚDE 4 ZIP CODE 5 MUNICIPALITY 6 STATE RIO DE JANEIRO RJ 7 AREA CODE 8 TELEPHONE 9 TELEPHONE 10 TELEPHONE 11 TELEX AREA CODE 13 FAX 14 FAX 15 FAX ri@b2winc.com REFERENCE / AUDITOR CURRENT YEAR CURRENT QUARTER PRIOR QUARTER 1 BEGINNING 2 END 3 QUARTER 4 BEGINNING 5 END 6 QUARTER 7 BEGINNING 8 END 01/01/ /31/ /04/ /30/ /01/ /31/ INDEPENDENT AUDITOR 10- CVM CODE ERNST & YOUNG AUDITORES INDEPENDENTES S/S PARTNER RESPONSIBLE FERNANDO ALBERTO S. DE MAGALHÃES INDIVIDUAL TAXPAYERS REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE 05/27/ :28:07 Pág: 1

2 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CAPITAL NUMBER OF SHARES 1 CURRENT QUARTER 2 PRIOR QUARTER 3 SAME QUARTER IN PRIOR YEAR (THOUSANDS) 06/30/ /31/ /30/2009 Paid-up Capital 1 Common 113, , ,535 2 Preferred Total 113, , ,535 Treasury Shares 4 Common 3,341 3,341 3,341 5 Preferred Total 3,341 3,341 3, CHARACTERISTICS OF THE COMPANY 1 TYPE OF COMPANY Commercial, Industrial and Other Companies 2 SITUATION Operating 3 NATURE OF OWNERSHIP National Private 4 ACTIVITY CODE 1190 Trade (Retail and Wholesale) 5 MAIN ACTIVITY Retail sales of other products not specified 6 TYPE OF CONSOLIDATION Full 7 TYPE OF INDEPENDENT ACCOUNTANTS' REPORT Qualified COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS 1 ITEM 2 CNPJ 3 NAME CASH EARNINGS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER 1-ITEM 2 - EVENT 3 APPROVAL 4 INCOME 01 Board of Directors meeting 5 BEGINNING OF PAYMENT 6 TYPE OF SHARE 7 INCOME PER SHARE 03/11/2010 Dividend 04/12/2010 Common /27/ :28:07 Pág: 2

3 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT FISCAL YEAR 1 ITEM 2- DATE OF CHANGE 3 CAPITAL (In thousands of reais) 4 AMOUNT OF CHANGE (In thousands of reais) 5 NATURE OF CHANGE 7 NUMBER OF SHARES ISSUED (thousands) 8 SHARE PRICE ON ISSUE DATE (Reais) INVESTOR RELATIONS OFFICER 1 DATE 2 SIGNATURE 05/27/ :28:07 Pág: 3

4 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / BALANCE SHEET ASSETS (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3-06/30/ /31/ Total assets 2,362,815 2,162, Current assets 1,539,357 1,450, Cash and cash equivalents 464, , Cash 5,764 56, Marketable securities 458, , Credits 458, , Customers accounts receivable 458, , Sundry receivables Inventories 486, , Other 130, , Recoverable taxes 50,046 58, Deferred income and social contribution taxes Prepaid expenses 19,604 12, Other receivables 60,681 45, Non current assets 823, , Long-term assets 147, , Sundry receivables 106, , Escrow deposits 12,646 12, Deferred income and social contribution taxes 94,223 91, Other Receivables 0 3, Receivables from Related Parties 40,195 45, Affiliated companies Subsidiaries Other related parties Other Fixed assets 676, , Investments 33,284 29, In affiliated companies In affiliated companies Goodwill In subsidiaries 33,284 29, In subsidiaries - Goodwill Other investments Property and equipment 104,854 88, Intangible 486, , Deferred charges 52,226 60,419 05/27/ :28:07 Pág: 4

5 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / BALANCE SHEET LIABILITIES (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 06/30/ /31/ Total liabilities 2,362,815 2,162, Current liabilities 691, , Loans and financing 116, , Debentures 17,910 17, Suppliers 516, , Taxes payable 9,730 10, Dividends payable 0 11, Provisions Payables to related parties Other 30,470 35, Payroll and related charges 7,346 6, Other payables 23,124 28, Non current liabilities 1,412,068 1,104, Long-term liabilities 1,412,068 1,104, Loans and financing 1,009, , Debentures 363, , Provisions 14,817 13, Provision for contingencies 14,817 13, Payables to related parties Related Parties Advance for future capital increase Other 23,850 17, Taxes payable 22,151 7, Other payable 1,699 9, Deferred income Stockholders equity 259, , Paid-up capital 181, , Capital reserves 6,130 5, Capital reserves 206, , Treasury stock -200, , Assets valuation adjustments Revaluation reserves Own assets Subsidiaries / affiliated companies Profit reserves 41,828 41, Legal Statutory For contingencies Unrealized profits Profit retention Special for undistributed dividends /27/ :28:07 Pág: 5

6 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / BALANCE SHEET LIABILITIES (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 06/30/ /31/ Other profit reserves 41,828 41, Investment Reserve 64,529 64, Treasury Stock -22,701-22, Equity Adjustment 343 1, Marketable Securities adjustments 343 1, Cumulative Conversion adjustments Business Combination Adjustment Accumulated Profit/Losses 29,774 3, Advance for future capital increase /27/ :28:07 Pág: 6

7 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / INCOME STATEMENT (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Gross revenue from sales and/or services 1,005,272 1,942, ,647 1,775, Deductions from gross revenue -94, , , , Net revenue from sales and/or services 910,432 1,762, ,787 1,452, Cost of goods and/or services sold -671,179-1,301, ,239-1,007, Gross profit 239, , , , Operating income (expenses) -216, , , , Selling expenses -107, , , , General and administrative expenses -16,844-28,771-18,917-30, Financial -68, ,386-57, , Financial income 27,028 81,727 27,061 70, Financial expenses -95, ,113-84, , Other operating income Other operating expenses -25,121-47,627-23,364-43, Depreciation/amortization -14,780-29,481-15,907-31, Management fees -1,030-2, , Other operating income (expenses) -9,311-16,109-6,545-9, Equity pick up adjustment in subsidiaries and affiliates 1,093 3,314 1,759 2, Operating Income 22,526 38,543 24,415 38, Non operating income (expenses) Income Expenses Income before taxes and profit sharing 22,526 38,543 24,415 38, Provision for income tax and social contribution ,379-12,184-13, Deferred income tax -6,445-9,599 4, Statutory Profit sharing/contributions /27/ :28:07 Pág: 7

8 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / INCOME STATEMENT (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Participations Contributions Reversal of interest on capital Net income (loss) Number of shares, ex-treasury (in thousands) 110, , , ,194 Earnings per share (in reais) Loss per share (in reais) 05/27/ :28:07 Pág: 8

9 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CASH FLOW STATEMENT - INDIRECT METHOD (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Net Cash from Operating Activities 161, ,259 73, , Cash generated in operations 89, ,593 83, , Net Income 15,239 26,565 16,712 25, Depreciation and Amortization 14,780 29,481 15,907 31, Deferred income tax and social contribution 7,845 11,407-5,297-1, Interest, monetary and currency changes 46,657 97,033 62, , Equity result in subsidiaries -1,093-3,314-1,763-2, Other 6,069 8,421-4,794-8, Variation in Assets and Liabilities 71,674-51,334-9,983-21, Accounts receivable -14,052 34,430-32,078 91, Inventories -102,889-30,693-52,007-56, Recoverable Taxes 4,793 8,946-11,990-13, Pre paid expenses ,116 13, Escrow deposits ,758-4, Other accounts receivable 9,344 7,227-9, , Suppliers 174,629-59,105 98,717 85, Payroll and related charges 828 1,068 4, Taxes payable 2, ,394-20, Related parties Other accounts payable -3,490-11,250-6,627-6, Other Net cash from investment activities -95, ,514-35,553-84, Investment in subsidiaries , Fixed assets -95, ,514-35,553-83, Net cash from financing activities -67,535-33,955-12,873-26, Additions 415, , , ,781 05/27/ :28:07 Pág: 9

10 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CASH FLOW STATEMENT - INDIRECT METHOD (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Payments -262, , , , Discount of receivable -91, , , , Marketable securities -117,044 90, , , Accounts payable for redemption of shares Repurchase of shares Dividends -11,308-11,308-18,012-18, Incorporation of Company Debentures 0-19, , Currency changes over cash and Cash Equivalents Increase (Reduction) in Cash and Cash Equivalents -2,309-51,210 25,120 37, Opening Balance of Cash and Cash Equivalents 8,073 56,974 39,263 26, Closing Balance of Cash and Cash Equivalents 5,764 5,764 64,383 64,383 05/27/ :28:07 Pág: 10

11 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2010 TO 06/30/2010 (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 - CAPITAL 4 - CAPITAL RESERVES 5 - REAVALIATION RESERVES 6 - PROFIT RESERVES 7 - ACCUMULATED EARNINGS 8 ASSETS VALUATION ADJUSTMENTS 9 - TOTAL SHAREHOLDERS EQUITY 5.01 Opening balance 181,566 5, ,828 3,209 1, , Adjustments from previous years Adjusted balance 181,566 5, ,828 3,209 1, , Net Income / loss for the period , , Allocations Dividends Interest on shareholders equity Other allocations Realization of profit reserves Assets valuation adjustments Securities adjustments Accumulated translation adjustments Business combination adjustments Marketable securities adjustments Increase/decrease in capital Recording/realization of capital reserves Treasury shares Other capital transactions Other Stock option plan Closing balance 181,566 6, ,828 29, ,641 05/27/ :28:07 Pág: 11

12 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 04/01/2010 TO 06/30/2010 (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 - CAPITAL 4 - CAPITAL RESERVES 5 - REAVALIATION RESERVES 6 - PROFIT RESERVES 7 - ACCUMULATED EARNINGS 8 ASSETS VALUATION ADJUSTMENTS 9 - TOTAL SHAREHOLDER S EQUITY 5.01 Opening balance 181,566 5, ,828 14, , Adjustments from previous years Adjusted balance 181,566 5, ,828 14, , Net Income / loss for the period , , Allocations Dividends Interest on shareholders equity Other allocations Realization of profit reserves Assets valuation adjustments Securities adjustments Accumulated translation adjustments Business combination adjustments Marketable securities adjustments Increase/decrease in capital stock Recording/realization of capital reserves Treasury shares Other capital transactions Other Stock option plan Closing balance 181,566 6, ,828 29, ,641 05/27/ :28:07 Pág: 12

13 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED BALANCE SHEET ASSETS (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3-06/30/ /31/ Total assets 2,524,598 2,303, Current assets 1,755,524 1,646, Cash and cash equivalents 480, , Cash and Banks 12,355 62, Financial investments 467, , Credits 624, , Customers accounts receivable 624, , Sundry receivable Inventories 511, , Other 138, , Recoverable taxes 54,870 64, Deferred income and social contribution taxes Prepaid expenses 20,745 13, Other accounts receivable 63,354 48, Non current assets 769, , Long-term assets 156, , Sundry receivable 135, , Escrow deposits 12,929 12, Deferred income and social contribution taxes 121, , Other Receivables 1,196 5, Credits with Related Parties 20,460 33, Affiliated companies Subsidiaries Other related parties Other Permanent assets 612, , Investments In affiliated companies In affiliated companies Other investments Property and equipment 111,743 92, Intangible 500, , Deferred charges /27/ :28:07 Pág: 13

14 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED BALANCE SHEET LIABILITIES (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 06/30/ /31/ Total liabilities 2,524,598 2,303, Current liabilities 880,629 1,000, Loans and financing 267, , Debentures 17,910 17, Suppliers 542, , Taxes payable 15,389 19, Dividends payable 0 11, Provisions Payables to related parties Other 38,078 43, Payroll and related charges 9,664 8, Other payables 28,414 35, Non current liabilities 1,419,192 1,110, Long-term liabilities 1,419,192 1,110, Loans and financing 1,014, , Debentures 363, , Provisions 14,817 13, Provision for contingencies 14,817 13, Payables to related parties Advance for future capital increase Other 26,636 23, Recovarable taxes 24,937 13, Other payable 1,699 9, Deferred income Participation of Minority Shareholders Stockholders equity 224, , Paid-up capital 181, , Capital reserves 6,473 6, Capital reserves 206, , Treasury stock -200, , Adjust of Asset valuation 343 1, Revaluation reserves Own assets Subsidiaries / affiliated companies Profit reserves 1,556 1, Legal Statutory For contingencies Unrealized profits Profit retention Special for unpaid dividends Other profit reserves 1,556 1, Investment Reserve 24,257 24, Treasury Stock -22,701-22, Equity Adjustment Marketable Securities adjustments /27/ :28:07 Pág: 14

15 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / Cumulative Conversion adjustments Business Combination Adjustment Accumulated Profit/Losses 35,182 3, Advance for future capital increase /27/ :28:07 Pág: 15

16 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED INCOME STATEMENT (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Gross revenue from sales and/or services 1,059,113 2,071,222 1,029,433 1,903, Deductions from gross revenue -105, , , , Net revenue from sales and/or services 953,805 1,867, ,733 1,553, Cost of goods and/or services sold -691,385-1,345, ,306-1,068, Gross profit 262, , , , Operating income (expenses) -237, , , , Selling expenses -118, , , , General and administrative expenses -20,619-35,944-19,730-35, Financial -75, ,229-62, , Financial income 27,709 83,374 31,782 76, Financial expenses -103, ,603-94, , Other operating income Other operating expenses -22,424-41,929-19,486-35, Depreciation/amortization -11,780-23,317-11,918-23, Management fees -1,333-2,503-1,074-2, Other operating expenses -9,311-16,109-6,494-9, Equity in subsidiaries and affiliates Operating Income 25,418 47,968 29,378 48, Non operating income (expenses) Income Expenses Income before taxes and profit sharing 25,418 47,968 29,378 48, Provision for income tax and social contribution -3,214-7,595-12,219-14, Deferred income tax -4,261-8,400 2,371-2, Statutory Profit sharing/contributions /27/ :28:07 Pág: 16

17 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED INCOME STATEMENT (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Participations Contributions Reversal of interest on capital Participation of Minority Shareholders Net income (loss) 17,943 31,973 19,530 31,673 Number of shares, ex-treasury (in thousands) 110, , , ,194 Earnings per share (in reais) Loss per share (in reais) 05/27/ :28:07 Pág: 17

18 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED CASH FLOW STATEMENT - INDIRECT METHOD (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Net Cash from Operating Activities 169, ,745 55, , Cash generated in operations 94, ,531 93, , Net Income 17,943 31,973 19,530 31, Depreciation and Amortization 11,780 23,317 11,917 23, Deferred income tax and social contribution 5,662 10,209-2,927 1, Interest, monetary and currency changes 50, ,588 70, , Equity result in subsidiaries Others 8,380 13,444-5,354-9, Variation in Assets and Liabilities 74,664-49,786-38,257 34, Accounts receivable -12,502 22,647-57, , Inventories -111,063-33,766-60,286-45, Recoverable Taxes 3,290 8,988-10,691-10, Pre paid expenses ,448 11, Escrow deposits ,830-4, Other accounts receivable 13,639 15,283-6, , Suppliers 181,390-46, ,239 87, Payroll and related charges 1,052 1,424 3, Taxes payable 3,378-3,620-2,090-20, Related parties Other accounts payable -4,071-12,699-8,079-22, Others Net cash from investment activities -99, ,791-37,010-86, Fixed assets -99, ,791-37,010-86, Net cash from financing activities -72,633-41,646-14, , Additions 415, , , ,781 05/27/ :28:07 Pág: 18

19 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CASH FLOW STATEMENT - INDIRECT METHOD (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 04/01/2010 a 06/30/ /01/2010 a 06/30/ /01/2009 a 06/30/ /01/2009 a 06/30/ Payments -264, , , , Discount of receivable -93, , , , Marketable securities -117,957 89, , , Accounts payable for redemption of shares Repurchase of shares Dividends -11,308-11,308-18,012-18, Incorporation of Company Debentures 0-19, , Currency changes over cash and Cash Equivalents Increase (Reduction) in Cash and Cash Equivalents -3,210-49,692 3,657 28, Opening Balance of Cash and Cash Equivalents 15,565 62,047 62,443 37, Closing Balance of Cash and Cash Equivalents 12,355 12,355 66,100 66,100 05/27/ :28:07 Pág: 19

20 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2010 TO 06/30/2010 (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 - CAPITAL STOCK 4 - CAPITAL RESERVES 5 - REAVALIATION RESERVES 6 - PROFIT RESERVES 7 - ACCUMULATED EARNINGS 8 ASSET VALUATION ADJUSTMENTS 9 - TOTAL SHAREHOLDERS EQUITY 5.01 Opening balance 181,566 5, ,556 3,209 1, , Adjustments from previous years Adjusted balance 181,566 5, ,556 3,209 1, , Net Income / loss for the period , , Allocations Dividends Interest on shareholders equity Other allocations Realization of profit reserves Assets valuation adjustments Securities adjustments Accumulated translation adjustments Business combination adjustments Financial investments adjustments Increase/decrease in capital Recording/realization of capital reserves Treasury shares Other capital transactions Other Stock option plan Closing balance 181,566 6, ,556 35, ,777 05/27/ :28:07 Pág: 20

21 BRAZILIAN SECURITIES COMMISSION (CVM) INTERIM FINANCIAL STATEMENTS (ITR) 03/31/2010 Corporate Law COMMERCIAL, INDUSTRIAL & OTHER COMPANIES IDENTIFICATION 1 CVM CODE 2 COMPANY NAME 3 Federal Corporate Taxpayers Registration Number (CNPJ) B2W - COMPANHIA GLOBAL DO VAREJO / CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 04/01/2010 TO 06/30/2010 (IN THOUSANDS OF BRAZILIAN REAIS - R$) 1- CODE 2- DESCRIPTION 3 - CAPITAL STOCK 4 - CAPITAL RESERVES 5 - REAVALIATION RESERVES 6 - PROFIT RESERVES 7 - ACCUMULATED EARNINGS 8 ASSET VALUATION ADJUSTMENTS 9 - TOTAL SHAREHOLDER S EQUITY 5.01 Opening balance 181,566 5, ,556 17, , Adjustments from previous years Adjusted balance 181,566 5, ,556 17, , Net Income / loss for the period , , Allocations Dividends Interest on shareholders equity Other allocations Realization of profit reserves Assets valuation adjustments Securities adjustments Accumulated translation adjustments Business combination adjustments Financial investments adjustments Increase/decrease in capital stock Recording/realization of capital reserves Treasury shares Other capital transactions Other Stock option plan Closing balance 181,566 6, ,556 35, ,777 05/27/ :28:07 Pág: 21

22 1. OPERATING CONTEXT B2W - Companhia Global do Varejo ("B2W" or "Company") is a publicly traded corporation, with head offices at Rua Sacadura Cabral, 102, in city and State of Rio de Janeiro, incorporated through merger of Americanas.com S.A. - Comércio Eletrônico (Americanas.com) and Submarino S.A. (merger approved by their shareholders on December 13, 2006), with shares traded on the Brazilian Securities, Commodities and Futures Exchange (BM&FBOVESPA), under the ticker symbol BTOW3. B2W is controlled by Lojas Americanas S.A. ("LASA" and/or "Parent Company"), a publicly held company with shares traded on the São Paulo Stock Exchange under the ticker symbols LAME3 - ON and LAME4 - PN. The Company and its subsidiaries are engaged in retail marketing and as wholesalers of goods and products in general through various sales channels, particularly through the Internet; the rental of movies and related items; the intermediation and distribution of theater and movie tickets, tickets for transportation and public events, entrance to theme parks and events in general; the import of products for resale; promotional services, marketing development and the offering of credit products; and various other products and services for the general consumer. B2W's portfolio contains the Americanas.com, Shoptime, Submarino, Submarino Finance, B2W Viagens, Ingresso.com and Blockbuster Online brands, which offer hundreds of thousands of products and services in various categories through distribution via the Internet, catalogs, television sales and kiosks. B2W also offers outsourced e-commerce services for some of the leading consumer goods companies (business-to-business to consumer - B2B2C). 2. PRESENTATION OF THE FINANCIAL STATEMENTS The individual financial statements of the parent company for the six-month priod ended on June 30, 2010, and the fiscal year ended on December 31, 2009, as well as for the date of January 1, 2009, were prepared in accordance with accounting practices adopted in Brazil that correspond to the standards set by the Securities Exchange Commission (CVM) and the directives of the Brazilian Accounting Pronouncements Committee (CPC), and the consolidated financial statements were prepared pursuant to accounting practices adopted in Brazil that correspond to the standards of the CVM and the directives of the CPC, and are in accordance with international accounting standards (International Financial Reporting Standards - IFRS) issued by the International Accounting Standards Board (IASB). The authorization for the conclusion of the preparation of these financial statements by Management occurred on May 5, 2011 The preparation of financial statements for the parent company and its subsidiaries requires the use of assumptions and estimates by the Company's management that impact the assets and liabilities balances. As the judgment of Management involves making estimates related to the probability of future events, actual results may differ from those estimates. Those areas involving a higher level of judgment and/or the use of estimates and assumptions relevant to the financial statements are disclosed in Note 3. 05/27/ :28:07 Pág: 22

23 The settlement of transactions involving these estimates may result in significantly different values from those recorded in the financial statements due to the probabilistic approach inherent to the estimation process. The Company periodically reviews its estimates and assumptions, at least once a year. The Company has adopted all standards, revisions of standards and interpretations issued by the CPC, the IASB and regulatory agencies that were in effect on June 30, The financial statements were prepared using the historical cost of accounting, except for the valuation of certain financial assets (measured at fair value). The values of assets and/or liabilities that represent items subject to fair value hedges, which alternatively, would be recorded at amortized cost, are adjusted to show the changes in fair value attributable to the hedged risks. The effects of adopting IFRS and new pronouncements issued by the CPC are presented in Note 4. Pursuant to current Brazilian law, the individual financial statements present an appraisal of investments in subsidiaries and jointly controlled subsidiaries by the equity accounting method, while under IFRS these investments should be valued at cost or fair value, as well as maintenance of the existing balance of deferred charges on December 31, 2008, which has been amortized, whereas under IFRS these expenses do not qualify for recognition as an asset. Consequently, these individual financial statements are not considered to be in compliance with IFRS Consolidation criteria The consolidated financial statements include the financial statements of the parent company, B2W - Companhia Global do Varejo and those companies that the Company controls (directly or indirectly), as well as those in which control is shared, as detailed in Note 10. Fiscal years of subsidiaries and jointly controlled affiliates included in the consolidation are identical to those of the parent company and their accounting practices are uniform. As anticipated in Technical Pronouncement CPC 19 (IAS 31) - Investments in Jointly Controlled Ventures ("Joint Ventures"), the merger of Submarino Finance Promotora de Credito Ltda. ("Submarino Finance") was executed proportionally to the parent company's ownership interest in the capital of that company (50%), since control of this company is shared, as defined in the shareholders' agreement of that jointly controlled subsidiary. Subsidiaries are consolidated from the date of acquisition, which is the date on which the Company obtained control, and continue to be consolidated until the date of termination of such control. The process of merging the balance sheets and results of the companies corresponds to the horizontal sum of the account balances of assets, liabilities, revenues and expenses, according to their nature, together with elimination of: (i) shares of the controlling company in the capital, reserves and retained earnings of consolidated companies, (ii) checking account balances and 05/27/ :28:07 Pág: 23

24 other, member assets and/or liabilities balances, held between the companies, and (iii) expenditures and revenue balances, as well as unrealized earnings, where applicable, resulting from transactions between consolidated companies. The principal amounts, considered the participation percentage (direct and indirect) of the financial statements of the jointly controlled subsidiary, are consolidated proportionally, as follows: Submarino Finance: Balance sheet as at June 30, 2010 and December 31, 2009: Assets 06/30/ /31/ /30/ /31/2009 Liabilities Current Current Cash and cash equivalents 3,048 2,697 Accounts Payable 1,022 1,246 Marketable Securities Salaries and social charges payable Deferred income and social contribution taxes 2,425 2,478 Taxes and contributions Others ,730 5,755 1,415 1,769 Non current Stockholders equity Property and equipment Capital Stock 12,005 12,005 Intangible Accumulated Losses (7,569) (7,874) ,436 4,131 Total Assets 5,851 5,900 Total Liabilities 5,851 5,900 Income statement of the six-month period results ended on June 30, 2010 and 2009: 06/30/ /30/2009 Net revenue 1,485 2,100 Selling, administrative and general expenses (1,010) (2,133) Net financial result Other operational expenses Deferred income and social contribution taxes current (170) (197) Deferred income and social contribution taxes deferred Net income for the exercise 305 (230) 05/27/ :28:07 Pág: 24

25 3. SUMMARY OF PRINCIPLE ACCOUNTING PRACTICES a) Significant accounting judgments, estimates and assumptions Judgments The preparation of the financial statements of the Company and its subsidiaries requires management to make judgments, use estimates and adopt assumptions that affect revenue, expense, asset and liability figures, as well as disclosures of contingent liabilities on the base date of the financial statements. However, uncertainty relating to these assumptions and estimates could lead to outcomes that require a significant adjustment to the book value of the asset or liability affected in future periods. Estimates and assumptions The main assumptions concerning the sources of uncertainty in future estimates and other important sources of uncertainty in estimates in the balance sheet date, which involve significant risk of causing a significant adjustment in book value assets and liabilities in the next fiscal year are discussed below. Provision for doubtful accounts This provision is based on analysis of historical losses monitored by management, which are provided for in an amount considered sufficient to cover probable losses on accounts receivable. Provision for losses in inventories The provision for losses in inventories is based on estimates, which take into account historical data for losses in the annual, physical inventories in the distribution centers, as well as the sale of items below their cost of acquisition. This provision is considered sufficient by Management to cover probable losses in the turnover of their stocks. Useful life of tangible and intangible assets Depreciation and amortization of tangible and intangible assets are considered the best estimate of the management on the use of these assets over the course of their useful life. Changes in economic conditions and/or the consumer market may require revision of these useful life estimates. Loss in recoverable value of non-financial assets Management annually reviews the net accounting value of assets with the objective of identifying events or changes in economic, operating or technological circumstances that could indicate the deterioration or loss of their recoverable value. Such evidence being identified, 05/27/ :28:07 Pág: 25

26 should the net accounting value of an asset exceed its recoverable value, an allowance for depreciation adjusts the net accounting value to the recoverable value. The recoverable value of an asset or a particular cash-generating unit is defined as the greater value between the remaining useful life and net sales value. In estimating the value of an asset s useful life, estimated future cash flows are discounted to their present value using a discount rate before taxes, which reflects the weighted average cost of capital for the industry in which the cash-generating unit operates. The net sales value is determined, where possible, based upon a binding sales contract on an arm s length transaction basis, between knowledgeable and willing parties, adjusted for expenses attributable to an asset sale or, when there is no binding sales contract, based on the market price of a market asset or the most recent transaction price for similar assets. The following criteria are also applied to evaluate loss on asset value reduction: i) Goodwill on expected future profitability Test for impairment of goodwill is performed annually or when circumstances indicate an impairment loss of book value. ii) Intangible assets Intangible assets with indefinite useful lives are annually tested for impairment, either individually or at the cash-generating unit level, whenever an event or circumstances indicate impairment loss of book value. When such evidence is identified and the net book value exceeds the recoverable value, as applicable, an impairment loss will be recognized and the net book value adjusted to the recoverable value. Taxes Deferred income and social contribution tax assets are recognized only to the extent that it is probable that there will be taxable income for which temporary differences and tax losses can be utilized. The recovery of the deferred tax asset is reviewed at end of each fiscal year and when it is not probable that future taxable profits will be available to allow recovery of all of all or part of the asset, the asset balance is adjusted by the amount expected to be recovered Significant management judgment is required to determine the value of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits, along with future strategic fiscal planning. Tax, civil and labor risk provision 05/27/ :28:07 Pág: 26

27 The Company recorded provisions, which involve considerable management judgment, for tax, labor and civil risks resulting from past events, when it is probable that an outflow of resources embodying economic benefits will result from the settlement of an obligation and the amount at which the settlement will take place can be reasonably measured. The Company is also subject to legal, civil and labor claims related to matters that arise through the normal course of the activities of its business. The assessment of probability of loss includes evaluating available evidence, the hierarchy of laws, available case law, recent court decisions and their relevance in the legal system, as well as the assessment of outside counsel. Provisions are reviewed and adjusted to take into account changes in circumstances, such as the applicable limitation period, conclusions of tax inspections or additional exposures identified based upon new issues or decisions of courts. Actual results may differ from estimates. The basis and nature of provision for contingencies are described in Note 18. The settlement of transactions involving these estimates may result in values significantly different from those recorded in the consolidated financial statements due to the uncertainties inherent in the process of making such determinations. The Company revises its estimates and assumptions at least quarterly. b) Results of Operations The results of operations are determined in accordance with the accrual basis of accounting, highlighting the following Revenues from the sales of goods and services, which include the freight charges to customers, are recorded upon transfer of ownership and the risk to third parties by their gross values, deducting unconditional discounts and returns, and adjusting the current calculated value of term sales and sales taxes. Approved sales orders for credit card administrators, whose products have not yet been billed or shipped to customers, and the sales of gift certificates that are in the hands of customers and that will be used in the future are recorded as Other Obligations under current liabilities; The cost of goods sold and services rendered includes the cost of acquisition of goods and the cost of services, deducting for supplier subsidies received, as applicable; Advertising expenses are recorded in the results when their effective placement was reduced by the participation of suppliers; Freight expenses related to the delivery of goods to consumers are classified as sales expenses. c) Foreign currency The functional currency of the Company and its subsidiaries is the Real (R$), the same 05/27/ :28:07 Pág: 27

28 currency used in the preparation and presentation of financial statements of the parent company and its subsidiaries. Transactions in foreign currency, i.e. all those not made in the functional currency, at exchange rates prevailing on the dates of the transactions. Assets and liabilities in foreign currencies are converted into the functional currency using the exchange rate on the balance sheet closing date. Gains and losses, from changes in the exchange rates, on monetary assets and liabilities are recorded in the results statements. Non-monetary assets and liabilities acquired or contracted in foreign currency, as applicable, are converted using the exchange rates on the dates of transactions or at fair value, on the dates of review, when it is used. d) Cash and cash equivalents Cash and cash equivalents include cash, positive balances in bank accounts and investments redeemable within 90 days from the signing date, and with insignificant risk of change in market value. These investments are valued at cost plus income earned to the date of the balance sheet, which do not exceed their market or realizable value. e) Client accounts receivable Accounts receivable from credit card administrators are shown at net adjusted present value, calculated on the portion of the sales and the depreciation allowance for doubtful accounts. Sales through corporate loyalty programs and trade agreements are recorded under Other Receivables. f) Stocks Inventories are shown at average acquisition cost, adjusted to the present value from suppliers (forward purchases) and, when applicable, subsidies received from suppliers, that do not exceed their net realizable value. g) Investments in subsidiaries and jointly controlled subsidiaries For the purposes of the parent company s financial statements, the Company s investments in subsidiaries and jointly controlled subsidiaries are valued by the equity method, in accordance with CPC Technical Pronouncement 18 (IAS 28). The accounting practices used by subsidiaries and jointly controlled subsidiaries are the same as those used by the parent company and the financial statements database used in the calculation of equity is the same as that used by the Parent Company. Based on the equity method, investments in subsidiaries and jointly controlled subsidiaries are calculated on the parent company s balance sheet at cost, adding such changes following the acquisition of shares in those companies. The equity interest in subsidiaries and jointly controlled subsidiaries is presented in the parent 05/27/ :28:07 Pág: 28

29 company s income statement as equity accounting, shown as net profit attributable to the shareholders of the investee. h) Fixed assets Fixed assets are recorded at cost of acquisition, less the respective depreciation and impairment losses, if applicable. Depreciation is calculated on a straight-line basis at the rates described in Note 12, which takes into consideration the useful economic life of these assets. Amortization of the improvements in leased properties is calculated on the basis of the respective time periods for the lease contracts. Costs subsequent to initial recognition are incorporated into the residual value of the fixed asset or recognized as a specific item, as appropriate, only if the economic benefits associated with these items are probable and whose value can be reliably measured. The carrying amount of an item being replaced is de-recognised. Other repairs and maintenance are recognized directly in the results as they were incurred. The residual values and useful lives of assets are reviewed and adjusted, as appropriate, at the end of each fiscal year. As a result of the changes in Brazilian accounting practices to completely adhere to the process of convergence with international accounting practices, in the first time adoption of CPC Technical Pronouncement 27 (IAS 16) and ICPC 10, Interpretation of Initial Application to Fixed Assets, there is an option to record adjustments in the initial balances similar to that permitted under international financial reporting standards by using the concept of deemed cost, as indicated in CPC Technical Statements CPC 37 (IFRS 1) and CPC 43. The Company chose not to assess its fixed assets at fair value as an assigned cost because (i) the cost method, less provision for impairment losses, is the best method to assess value to the Company's fixed assets, (ii) the Company's fixed assets are segregated into well-defined classes related to their unique operational activities, whose recoverable values and useful life estimates are frequently revised, and (iii) the Company has effective controls on fixed assets that enable the identification of losses and changes to the useful life estimates of these assets. i) Intangible The goodwill registered on the acquisition of investments, including that recorded from the merger, are based on the expectation of future profitability and were amortized through December 31, 2008 using periods of 5 to 10 years, according to the proportion of future income expected from the investments. The goodwill according to the expectation of future profitability is no longer amortized as of January 1, 2009, and its recoverable value is tested annually, or whenever deemed necessary. The expenses related to the development of websites (the main sales channel of the Company), as well as the development of operating applications, technological infrastructure (purchase and internal development of software and the installation of applications on the sites), as well as 05/27/ :28:07 Pág: 29

30 graphics development are recorded as intangibles, in accordance with CPC Technical Pronouncement 04 (IAS 38), is amortized on a straight-line basis taking into account the estimated term stipulated for their use and the benefits that will be reported (Note 13). Other intangibles, such as use licenses and software licensing rights, are recorded at their acquisition cost, less amortization, calculated on a straight-line basis according to the useful life of those intangible assets (Note 13). j) Commercial leasing Financial leases Financial lease contracts substantially transfer to the Company the risks and benefits inherent in asset ownership. These contracts are characterized as capital lease contracts and the assets are recorded at fair value or the present value of minimum payments foreseen in the contracts. The items recorded as assets are depreciated at depreciation rates applicable to each asset group, as per Note 12. Finance charges relating to capital lease contracts are noted in the results over the term of these contracts, based on the amortized cost method and the effective interest rate. Operating leases Payments made under operating leases are recognized in fiscal year results on a straightline basis over the lease term, in accordance with accrual accounting methodologies for the fiscal years. k) Borrowing costs The costs of finance charges on non-specific purpose loans, which are used to acquire and/or construct an asset that requires a substantial period of time to be completed ("qualifying asset"), are capitalized during the period required to complete and prepare the asset for its intended use. Capitalized loan finance charges are obtained by applying the weighted average interest rate on loans that were in force during the period in which investments were made to obtain the qualifying asset, not to exceed the amount of borrowing costs incurred during the period. l) Deferred assets In connection to Law 11941/09 and CPC 43, the Company (parent company) opted to maintain, in its overall results, under Deferred Assets, the balances related to pre-operating expenses that showed signs of recoverability, for amortization during the period of anticipated benefits. The effect of maintaining the Deferred Assets balance is totally eliminated in the preparation and presentation of the consolidated financial statements (Notes 4 and 14). m) Income tax and social e contribution 05/27/ :28:07 Pág: 30

31 Expenditures on income tax and social contributions are the sum of current and deferred taxes. Current taxes Provisions for income taxes and social contributions are based on taxable income for the fiscal year. The income tax was set at the rate of 15%, plus an additional 10% on taxable income exceeding R$240. The social contribution was calculated at the rate of 9% on the adjusted net income. Taxable income differs from income presented in the results statement because it excludes taxable revenues or expenditures deductibles from other fiscal years, and excludes permanently non-taxable or non-deductible items. Provisions for income tax and social contribution are calculated individually (by a Group company) based on the prevailing rates at the close of the fiscal year. Deferred taxes Income tax and social contribution taxes are recognized in their entirety, in accordance with the concept described in CPC Technical Pronouncement 32 (IAS 12) regarding the differences between assets and liabilities recognized for tax purposes and their corresponding values in the financial statements. Deferred income tax and social contribution amounts are determined by the prevailing rates (and laws) at the time of preparation of financial statements and applicable when the respective, deferred income tax and social contribution payments are made. Current and deferred taxes are recognized in the results, except when they correspond to items recorded as "Other accumulated income," or directly as equity, in which case the current and deferred taxes are also recognized as "Other accumulated income" or directly as equity, respectively. Deferred tax assets and liabilities are presented as net only if there is a legal or contractual right to offset tax assets against tax liabilities and the deferred taxes are related to the same, taxable entity and subject to the same tax authority. n) Present value adjustment The operations of long-term transactions, primarily from suppliers of goods and services, were adjusted to their present value taking into account the maturities of these transactions. We used the average rate of 9.09% p.a. on June 30, 2010 (12.60% p.a. and 13.33% p.a. on December 31, 2009 and January 1, 2009, respectively), based on funding for the respective fiscal years. The constitution of present value adjustment of purchases is recorded under Suppliers and Inventory (Note 7) and their counterpart reversals are shown under the heading Financial Expenses, to the time of maturity, in the case of suppliers, and for the realization of inventories turnover with regard to the values recorded under the heading Cost of goods sold. The operations of long-term transactions, at the same previously-agreed prices as represented, mainly, through credit cards installment sales, were brought to their present value taking into account the payment deadlines of the aforementioned transactions. The same treatment was 05/27/ :28:07 Pág: 31

32 given to the taxes on those sales, considering the effective rate on them. We used the average discount rate of 9.95% p.a. on June 30, 2010 (11.76% p.a. and 14.25% p.a. on December 31, 2009 and January 1, 2009, respectively), based on receivables discounts upon their respective base dates. The present value adjustment of installment sales has a counterpart under the heading Accounts receivable from clients (Note 6) and its performance is recorded under Financial income to the maturity of the term. o) Financial instruments Financial instruments are initially recorded at fair value plus transaction costs that are directly attributable to their acquisition or issue, except for financial assets and liabilities classified at fair value, through profit or loss, when such costs are recorded directly in fiscal year results. Their subsequent measurement occurs on each base date for the closing of financial statements, in accordance with classification of financial instruments in the following financial assets and liabilities categories: (i) financial assets or financial liabilities measured at fair value through profit or loss, (ii) investments held to maturity, (iii) loans and receivables, (iv) financial assets available for sale. Financial assets at fair value through profit or loss: Financial assets at fair value through profit or loss include financial assets held-for-trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held-fortrading if they are acquired for the purpose of selling in the near term. Gains and losses on liabilities held-for-trading are recognized in the income statement. Financial liabilities at fair value through profit or loss: Financial liabilities at fair value through profit or loss include financial liabilities held-for-trading and financial liabilities designated upon recognition at fair value though profit or loss. Gains and losses on liabilities held-for-trading are recognized in the income statement. Held-to-maturity investments: Financial assets with fixed or determinable payments and fixed maturity dates, which the Company has the intention and ability to hold until maturity, are classified in this category. Financial assets held-to-maturity are measured at amortized cost using the effective interest rate method, less provision for impairment loss of recoverable ( impairment ) value. Interest income is recognized by applying the effective interest method. Loans and receivables: After initial recognition, loans and receivables subject to interest are subsequently measured at amortized cost, using the effective interest method. Gains and losses in liabilities and assets are recognized in the income statement at the time of its closing, as well as during the amortization process by the effective interest rate method. Available-for-sale financial assets: Available-for-sale financial assets are those that are nonderivative and are designated as available for sale or are not classified in the aforementioned categories. Available-for-sale financial assets are measured at fair value. Interest, restatement, and exchange rates, as applicable, are recognized in the income statement, when incurred. The variations arising from valuation at fair value are recognized in a specific net equity account, 05/27/ :28:07 Pág: 32

33 when incurred, and de-recognized in the fiscal period at the moment they are held in cash or deemed to be unrecoverable. The Company is exposed to market risks arising from its operations and uses derivative financial instruments to minimize its exposure to these risks, such as swap contracts to protect it from the risks of exchange rates. Derivative financial instruments are measured at fair value (market value) on each balance sheet disclosure date. Given that the Company and its subsidiaries make use of derivatives for protection ( hedge ), it adopted the accounting practice of accounting for hedging instruments ( hedge accounting ). Loans and financing not covered by hedging instruments are subsequently measured at amortized cost using the effective interest method, while those that are covered subject to hedge accounting are adjusted for the effects of the fair value of the covered risks. The Company and its subsidiaries have neither cash flow hedges nor overseas investment hedges. The current and noncurrent liabilities are stated at known or estimated amounts, as applicable to the corresponding charges, monetary variations and/or exchange rates incurred through the balance sheet dates. p) Stock option plans The fair value of the respective equity instruments is calculated on the grant date of the stock option plans, based on pricing models usually adopted by the market. These models are calculated using assumptions, such as market value of the stock, the option exercise price, price volatility of the Company s stock (calculated on a historical stock price basis), risk-free interest rate, term of the contract ( vesting period ) and anticipated distribution of dividends. The compensation costs associated with these plans are recorded on a straight-line basis over the service period to the beneficiary beneficial, in consideration of an anticipated withdrawal. The assumptions and models used to estimate the fair value of share-based payments are disclosed in Note 20. q) Other assets and liabilities An asset is recorded on the balance sheet when it is treated as a resource controlled by the Company as a result of past events and from which future economic benefits are expected to flow. A liability is recorded on the balance sheet when the Company has a legal obligation or an obligation has come about as a result of a past event, where it is probable that an economic resource will be required to liquidate it. r) Earnings per share 05/27/ :28:07 Pág: 33

34 In accordance with CPC Technical Pronouncement 41 (IAS 33), net income is calculated and presented in a basic format and diluted, as described in Note 24. s) Statement of cash flows The statements of cash flows have been prepared by the indirect method and are presented in accordance with CPC Technical Pronouncement 03 (IAS 7). t) Presentation of segment information Operating segments are defined as components of an enterprise for which separate financial information is regularly available and evaluated by the main operating decision-maker in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company s activities are concentrated in the marketing of products and delivery of services by various means of distance marketing, especially the Internet. Despite the diversity of products sold and services provided by the Company (retail and wholesale trade, movie rentals, sale and distribution of theater and movie tickets, tickets for transportation and public events, entrance to theme parks and events in general, among others), such activities are not controlled and managed by the Management as independent operational segments, as their accompanying results are monitored, tracked and evaluated in an integrated manner. Thus, Management understands that the Company is organized, basically, in a single business unit. The Company also operates in the area of financial products through the jointly controlled subsidiary, Submarino Finance, which, by not achieving the minimum quantitative and qualitative parameters, is not being presented as a separate operating segment. u) Value Added Statement (VAS) This statement aims to highlight the wealth created by the Company, its subsidiaries and jointly controlled subsidiaries, and its distribution channels during a specific fiscal year, and is presented as required by Brazilian corporate law, as part of its individual financial statements and as supplemental information to the consolidated financial statements, yet it is not a planned or compulsory statement in accordance with the IFRS. The VAS has been prepared based on information obtained from accounting records that serve as the basis for preparation of financial statements and following the provisions contained in CPC Technical Pronouncement 09. The first part introduces the wealth created by the Company, represented by revenue (gross sales revenue, including the taxes levied on it, other revenue and the effects of the allowance for doubtful accounts), the inputs acquired from third parties (cost of sales and purchases of materials, energy and services from third parties, including taxes included at the time of acquisition, the effects of loss and recovery of asset values, and depreciation and amortization) and the received value added from third parties (the result of equity, financial income and other revenue). The second part of VAS shows the distribution of wealth between personnel, taxes, fees and contributions, remuneration of third party capital, and remuneration of own capital. 05/27/ :28:07 Pág: 34

35 4. INITIAL ADOPTION OF INTERNATIONAL ACCOUNTING SYSTEMS Until December 31, 2009, the Company s financial statements (parent company and consolidated) were presented pursuant to accounting practices adopted in Brazil, additional standards of the CVM, technical pronouncements of the CPC until December 31, 2008 and provisions contained in Brazilian Corporate Law (BRGAAP). The Company prepared its opening balance sheet with a transition date of January 1, 2009, applying the mandatory exceptions and certain optional exemptions from complete retrospective application, as set forth in pronouncements, interpretations and technical guidelines issued by the CPC and approved by the CVM for individual financial statements (parent company) and subsidiaries, and in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) for consolidated financial statements. The CPC 37R (IFRS 1) requires an entity to develop accounting policies based on standards and interpretations of the CPC and the IASB on the date of closure of its first financial statements of the parent company and consolidated, and that those policies are applied at the time of transition and during all periods presented in statements in conformity with the CPC (application of all standards) and the IFRS, and the Company adopted as the transition date of January 1, The Company has adopted all the pronouncements, guidelines and interpretations issued by the CPC as of June 30, 2010 and, consequently, the consolidated financial statements are in accordance with the international accounting standards issued by the IASB and approved by the CPC. The main differences between the accounting practices at the time of transition, including the reconciliations of equity and income, with those adopted for the presentation of comparative financial information are described below. MANDATORY EXCEPTIONS AND EXEMPTIONS FOR RETROSPECTIVE APPLICATION The CPC 37R (IFRS 1) allows companies to adopt certain voluntary exemptions. The Company conducted an analysis of all voluntary exemptions and below are the results of the analysis of those exemptions on its operations and the treatment given by the Company (with reference to the corresponding International Standard): The following exemptions apply to operations: a) Exemption for business combinations: the Company adopted CPC Pronouncement 15 (IFRS 3R) as of the fiscal year beginning on January 1, 2009; b) Exemption for presenting the fair value of a fixed asset as an acquisition cost: the Company chose not to re-measure its fixed assets at fair value on the date of transition, opting to retain the acquisition cost as adopted in BRGAAP as the value of a fixed asset, taking into account 05/27/ :28:07 Pág: 35

36 its assessment of the items that comprise the balance of this asset and the relevance of this criteria; The following exemptions do not apply to operations and do not impact financial statements on the date of initial adoption: c) Employee benefits, CPC Technical Pronouncement 33 (IAS 19): The Company does not have private pension plans characterized as a defined benefit plan; d) Insurance contracts, CPC Technical Pronouncement 11 (IFRS 4): The standard is not applicable to the Company s operations; e) Concession contracts ICPC 01 (IFRIC 12): The Company has no public service concession operations. f) Effects of changes in exchange rates and conversion of financial statements, CPC Technical Pronouncement 02 (IAS 21): The rule does not apply to the Company s operations. e) Exemption on the measurement of compound financial instruments: The Company does not have any operations with compound financial liabilites. f) Investments in subsidiaries, assets and liabilities of subsidiaries, liabilities from the deactivation and transfer of customer assets: These rules, which briefly allow adoption of a different transition date from January 1, 2009 for these issues, do not bring practical impacts for the first adoption of the CPCs by the Company. The CPC 37R (IFRS 1), in addition to voluntary exemptions, also expressly prohibits adjustment of certain transactions in the first adoption, since it would require that the management perform an analysis of past conditions after the results of the respective transactions. The mandatory exceptions include: a) Accounting for impairment of assets and liabilities: The Company did not make retrospective adjustments to assets and liabilities for the purposes of the first implementation of the CPC; b) Registration of hedge transactions: The CPC 37R (IFRS 1) prohibits the retrospective application of hedge accounting methodology. However, since all of the Company s hedge instruments have already been properly designated as such on the date of transition, this prohibition does not generate effects for the initial application of CPCs; c) Changes in estimates: Estimates taken in the transition to the CPC are consistent with estimates adopted by previous accounting standards; d) De-recognition of financial assets and liabilities: The Company has no operations that were subject to these standards. 05/27/ :28:07 Pág: 36

37 RECONCLIATION OF ACCOUNTING PRACTICES APPLIED IN THE PREPARATION OF PREVIOUSLY RELEASED FINANCIAL STATEMENTS Pursuant to the CPC 37R (IFRS 1), the Company presents the reconciliation of the assets, liabilities, results, equity and cash flows, for the parent company and consolidated, information previously made public in the financial statements for the periods of January 1, 2009 (transition date), December 31, 2009 and June 30, 2010, originally prepared in accordance with the practices adopted in Brazil (BRGAAP), in effect until December 31, 2009, with international standards, in consideration of the CPCs in force in Balance sheet on transition date (January 1, 2009) Originally published Parent Company Restated (according to the Adjustments new CPCs) Note Consolidated Restated Originally (according to published Adjustments the new CPCs) Total Assets 2,107,452 6,296 2,113,748 2,357,77 6 (45,174) 2,312,602 1,835,52 5 (71,149) 1,764,376 Current assets 1,566,796 (70,626) 1,496,171 Cash and equivalents 26,673-26,673 37,324-37,324 Marketable securities 701, , , ,569 Accounts receivable 281,398 65, ,826 (a) 488,732 65, ,160 Inventories 308,394 (3,440) 304,954 (b) 344,647 (3,440) 341,207 Recoverable taxes 28,060-28,060 33,690-33,690 Deferred income and social contribution taxes 68,148 (68,148) - (c) 68,672 (68,672) - Pre-paid expenses 112,845 (87,793) 25,052 (a) 112,853 (87,793) 25,060 Other accounts receivable 40,272 23,328 63,600 (d) 45,038 23,328 68,366 Non-current assets 540,656 76, , ,251 25, ,226 Long-term assets 66,460 76, ,381 61, , ,175 Deferred income and social contribution taxes 24,192 76, ,114 (a), (b), (c), (e) 26, , ,228 Escrow deposits 6,156-6,156 6,175-6,175 Related parties 31,112-31,112 22,451-22,451 Other credit receivable 4,999-4,999 6,321-6,321 Fixed assets 474, , ,037 (77,986) 383,051 Investiments 22,303-22, Property and equipment 75,316-75,316 76,663-76,663 Intangible 299, , , ,388 Deferred charges 77,350-77,350 (e) 77,986 (77,986) - Total Liabilities 2,107,452 6,296 2,113,748 2,357,77 6 (45,174) 2,312,602 1,499, ,328 1,523,280 Current Liabilities 1,249,628 23,328 1,272,957 Supplies 552,404 23, ,732 (d) 560,467 23, ,795 Loans and financing 592, , , ,878 Debentures 25,885-25,885 25,885-25,885 Wages, charges and contributions 6,295-6,295 8,737-8,737 Taxes payable 29,508-29,508 31,898-31,898 05/27/ :28:07 Pág: 37

38 Prposed dividends 18,012-18,012 18,012-18,012 Other liabilities 25,213-25,214 46,075-46,075 Non-current liabilities 650, , , ,233 Long-term liabilities 650, , , ,233 Loans and financing 272, , , ,774 Debentures 362, , , ,908 Provisions for contingencies 4,270-4,270 4,270-4,270 Other liabilities 10,281-10,281 10,281-10,281 Shareholder s equity 207,591 (17,033) 190, ,591 (68,502) 139,089 Paid-up capital 181, , , ,566 Capital reserves 203, , , ,508 (-) Treasury shares (200,000) - (200,000) (200,000) - (200,000) Equity adjustment (861) - (861) (861) - (861) Profit reserves 45,261 (17,033) 28,228 (a), (b), (e) 45,261 (68,502) (23,241) (-) Treasury shares (21,883) - (21,883) (21,883) - (21,883) Balance sheet on December 31, 2009 Originally published Parent Company Restated (according to the Adjustments new CPCs) Note Consolidated Restated Originally (according to published Adjustments the new CPCs) Total Assets 2,144,629 18,230 2,162,859 2,320,21 0 (16,274) 2,303,936 1,685,29 7 (38,864) 1,646,433 Current assets 1,486,566 (36,386) 1,450,180 Cash and equivalents 56,974-56,974 62,047-62,047 Marketable securities 540, , , ,832 Accounts receivable 237,352 34, ,265 (a) 389,374 34, ,287 Inventories 468,511 (4,828) 463,683 (b) 490,397 (4,828) 485,569 Recoverable taxes 58,992-58,992 64,221-64,221 Deferred income and social contribution taxes 36,896 (36,896) - (c) 39,373 (39,373) - Pre-paid expenses 71,334 (58,940) 12,394 (a) 72,802 (58,940) 13,862 Other accounts receivable 16,498 29,364 45,862 (d) 19,251 29,364 48,615 Non-current assets 658,063 54, , ,913 22, ,503 Long-term assets 106,480 46, ,186 96,137 75, ,835 Deferred income and social contribution taxes 44,784 46,706 91,490 (a), (b), (c), (e) 44,784 75, ,483 Escrow deposits 12,069-12,069 12,289-12,289 Related parties 45,794-45,794 33,744-33,744 Other credit receivable 3,833-3,833 5,319-5,319 Fixed assets 551,583 7, , ,776 (53,108) 485,668 Investiments 29,970-29, Property and equipment 88,011-88,011 92,826-92,826 Intangible 373,183 7, ,093 (f) 384,932 7, ,842 Deferred charges 60,419-60,419 (e) 61,018 (61,018) - 2,320,21 0 (16,274) 2,303,936 Total Liabilities 2,144,629 18,230 2,162,859 Current Liabilities 796,003 29, , ,584 29,364 1,000,948 Supplies 538,878 29, ,242 (d) 551,569 29, ,933 Loans and financing 182, , , ,929 05/27/ :28:07 Pág: 38

39 Debentures 17,835-17,835 17,835-17,835 Wages, charges and contributions 6,278-6,278 8,240-8,240 Taxes payable 10,261-10,261 19,009-19,009 Prposed dividends 11,308-11,308 11,308-11,308 Other liabilities 28,952-28,952 35,694-35,694 1,101,65 Non-current liabilities 1,101,659 2,689 1,104, ,459 1,110,116 1,101,65 8 8,459 1,110,116 Long-term liabilities 1,101,659 2,689 1,104,348 Loans and financing 710, , , ,181 Debentures 363, , , ,244 Provisions for contingencies 5,208 2,689 7,897 (f) 5,208 8,458 13,666 Other liabilities 13,517-13,517 13,517-13,517 Shareholder s equity 9,509-9,509 9,508-9,508 Paid-up capital 246,968 (13,824) 233, ,968 (54,096) 192,872 Capital reserves 181, , , ,566 (-) Treasury shares 205, , , ,291 Equity adjustment (200,000) - (200,000) (200,000) - (200,000) Profit reserves 1,250-1,250 1,250-1,250 (a), (b), (e), (f) 81,562 (57,305) 24,257 (-) Treasury shares 81,562 (17,033) 64,529 Total Liabilities (22,701) - (22,701) (22,701) - (22,701) Accumulated profits - 3,209 3,209-3,209 3,209 Earnings result for fiscal year ending December 31, 2009 Originally published Parent Company Restated (according to the Adjustments new CPCs) Note Consolidated Restated Originally (according to published Adjustments the new CPCs) Net revenue from sales and/or services 3,546,707 (160,294) 3,386,414 (g) 3,792,87 4 (160,294) 3,632,580 Cost of goods and/or services sold (2,586,204) 158,906 (2,427,298) (b), (g) (2,728,94 1) 158,906 (2,570,035) Gross profit 1,063,93 960,503 (1,388) 959,116 3 (1,388) 1,062,545 Operating income (expenses) (893,309) 6,248 (887,061) (989,571) 23,215 (966,356) Selling expenses (459,003) - (459,003) (502,536) - (502,536) General and administrative expenses (56,765) - (56,765) (68,278) - (68,278) Other operating expenses (124,031) - (124,031) (133,017) 16,967 (116,050) Depreciation/amortizatio n (63,817) - (63,817) (e) (65,495) 16,967 (48,528) Management fees (3,810) - (3,810) (4,460) - (4,460) Other operating income (expenses) (63,071) - (63,071) (63,062) - (63,062) Equity pick up 6,667-6, Operating Result 67,194 4,860 72,055 74,362 21,827 96,189 Financial Result (253,510) 6,248 (247,262) (285,740) 6,248 (279,492) Financial revenue 166,260 (30,515) 135, ,789 (30,515) 140,274 Financial expenses (419,770) 36,763 (383,007) (a), (f) (456,529) 36,763 (419,766) Result before income and social contribution taxes 67,194 4,860 72,055 74,362 21,827 96,189 05/27/ :28:07 Pág: 39

40 Provision for income tax and social contribution taxes (10,361) - (10,361) (17,482) - (17,482) (a), (b), (e), (f) (9,271) (7,421) (16,692) Deferred income tax (9,224) (1,652) (10,876) Net income/loss of the period 47,609 3,208 50,818 47,609 14,406 62,015 Balance sheet on June 30, 2010: Originally published Parent Company Restated (according to the new Adjustments CPCs) Note Originally published Adjustments Consolidated Restated (according to the new CPCs) Total Assets 2,307,850 54,965 2,362,815 2,501,711 22,887 2,524,598 Current assets 1,561,717 (22,360) 1,539,357 1,784,436 (28,912) 1,755,524 Cash and equivalents 5,764-5,764 12,355-12,355 Marketable securities 458, , , ,804 Accounts receivable 429,962 29, ,392 (a) 596,593 29, ,023 Inventories 491,593 (5,153) 486,440 (b) 516,552 (5,153) 511,399 Recoverable taxes 50,046-50,046 54,870-54,870 Deferred income and social contribution taxes 41,762 (41,762) - (c) 48,314 (48,314) - Pre-paid expenses 66,460 (46,856) 19,604 (a) 67,601 (46,856) 20,745 Other accounts receivable 17,674 41,981 59,655 (d) 20,347 41,981 62,328 Non-current assets 746,133 77, , ,275 51, ,074 Long-term assets 97,625 49, ,064 79,643 76, ,380 Deferred income and social contribution taxes 44,784 49,439 94,223 (a),(b), (c ),(e) 45,058 76, ,795 Escrow deposits 12,646-12,646 12,929-12,929 Related parties 40,195-40,195 20,460-20,460 Other credit receivable ,196-1,196 Fixed assets 648,508 27, , ,632 (24,938) 612,694 Investiments 33,284-33, Property and equipment 102,717 2, , ,606 2, ,743 05/27/ :28:07 Pág: 40

41 Intangible 460,281 25, ,030 (f) 475,202 25, ,951 Deferred charges 52,226-52,226 (e) 52,824 (52,824) - Total Liabilities 2,307,850 54,965 2,362,815 2,501,711 22,887 2,524,598 Current Liabilities 649,124 41, , ,647 41, ,629 Supplies 474,995 41, ,977 (d) 500,234 41, ,216 Loans and financing 116, , , ,036 Debentures 17,910-17,910 17,910-17,910 Wages, charges and contributions 7,346-7,346 9,664-9,664 Taxes payable 9,730-9,730 15,389-15,389 Proposed dividends Other liabilities 23,124-23,124 28,414-28,414 Non-current liabilities 1,402,587 9,481 1,412,068 1,406,925 12,267 1,419,192 Long-term liabilities 1,402,587 9,481 1,412,068 1,406,925 12,267 1,419,192 Loans and financing 1,009,933-1,009,933 1,014,271-1,014,271 Debentures 363, , , ,468 Related parties Deferred income and social contribution taxes 12,670 9,481 22,151 (f) 12,670 12,267 24,937 Provisions for contingencies 14,817-14,817 14,817-14,817 Other liabilities 1,699-1,699 1,699-1,699 Shareholder s equity 256,139 3, , ,139 (31,362) 224,777 Paid-up capital 181, , , ,566 Capital reserves 206, , , ,130 (-) Treasury shares (200,000) - (200,000) (200,000) - (200,000) Equity adjustment (a),(b),(e),(f) 81,562 (57,305) 24,257 Profit reserves 81,562 (17,033) 64,529 (-) Treasury shares (22,701) - (22,701) (22,701) - (22,701) Accumulated profits 9,239 20,535 29,774 9,239 25,943 35,182 05/27/ :28:07 Pág: 41

42 Earnings results on June 30, 2010: Originally published Parent Company Restated (according to the new CPCs) Originally published Consolidated Restated (according to the new CPCs) Adjustments Note Adjustments Net revenue from sales and/or services 1,828,564 (66,026) 1,762,538 (g) 1,933,169 (66,026) 1,867,143 Cost of goods and/or services sold (1,367,429) 65,701 (1,301,728) (b), (g) (1,411,670) 65,701 (1,345,969) Gross profit 461,135 (325) 460, ,499 (325) 521,174 Operating income (expenses) (448,844) 18,672 (422,267) (507,977) 34,771 (473,206) Selling expenses (222,797) - (222,797) (257,104) - (257,104) General and administrative expenses (28,771) - (28,771) (35,944) - (35,944) Other operating expenses (140,539) 6,248 (126,386) (152,382) 14,153 (138,229) Depreciation/amortization 87,210 (5,483) 81,727 88,857 (5,483) 83,374 Management fees (227,749) 19,636 (208,113) (a), (f) (241,239) 19,636 (221,603) Other operating income (expenses) (56,737) 12,424 (44,313) (62,547) 20,618 (41,929) Equity pick up (41,905) 12,424 (29,481) (e) (43,935) 20,618 (23,317) Operating Result (2,037) - (2,037) (2,503) - (2,503) Financial Result (16,109) - (16,109) (16,109) - (16,109) Financial revenue 3,314-3, Financial expenses 12,291 18,347 38,543 13,522 34,446 47,968 Result before income and social contribution taxes 12,291 18,347 38,543 13,522 34,446 47,968 Provision for income tax and social contribution taxes (2,379) - (2,379) (7,595) - (7,595) (a), (b), (e), (f) 3,312 (11,712) (8,400) Deferred income tax (673) (8,926) (9,599) Net income/loss of the period 9,239 9,421 26,565 9,239 22,734 31,973 05/27/ :28:07 Pág: 42

43 The summary of the adjustments is described below: According to CPC s adoption Parent Company Results of the six-month Shareholder s Equity period ended in: Note 06/30/ /31/2009 1/1/ /30/ /30/ , , ,558 26,565 25,992 Vendor allowances (b) 5,153 4,828 3, Derecognition of discounted receivables adjustments (a) 17,426 24,027 22,366 (6,601) (1,046) Review of useful life of fixed assets and intangible (g) (12,424) - - (12,424) Borrowing costs capitalization (f) (15,462) (7,910) - (7,552) (3,712) Deferred income tax and social contribution 1,805 (7,121) (8,773) 8,926 1,364 BR GAAP (effective up to 12/31/2009) 256, , ,591 9,239 23,344 According to CPC s adoption Consolidado Results of the six-month Shareholder s Equity period ended in: Note 06/30/ /31/2009 1/1/ /30/ /30/ , , ,089 31,973 31,673 Vendor allowances (b) 5,153 4,828 3, Derecognition of discounted receivables adjustments (e) 52,824 61,018 77,986 (8,194) (8,608) Review of useful life of fixed assets and intangible (a) 17,426 24,027 22,366 (6,601) (1,046) Borrowing costs capitalization (12,424) - - (12,424) - Deferred income tax and social contribution (f) (15,462) (7,910) (3,712) BR GAAP (effective up to 12/31/2009) According to CPC s adoption (16,155) (27,867) (35,290) 11,712 4, , , ,591 9,239 23,344 05/27/ :28:07 Pág: 43

44 Reconciliation of net equity and Parent Company fiscal year earnings with Consolidated, pursuant to CPCs Parent Company Write-off of deferred assets Reversal of deffered amortization Deferred income tax and social contribution Consolidated Results of the sixmonth period ended in: Shareholder s Equity Note 06/30/ /31/2009 1/1/ /30/ /30/ , , ,558 26,565 25,992 (e) (52,824) (61,018) (77,986) (e) 8,194 8,608 17,960 20,746 26,517 (2,786) (2,927) 224, , ,089 31,973 31,673 The main adjustments and reclassifications are described below: a) Prepayment of receivables: Receivables discounted with credit card operators, previously recorded as a reduction of accounts receivable to their original maturity, qualified for derecognition in accordance with the CPC 38. Accordingly, the present value adjustment previously calculated on the total receivable balance from the administrators of credit cards was recalculated to disregard the portion of the de-recognized assets, resulting in the acceleration of their realization, which was recorded as Financial Income. Similarly, interest incurred on prepayment of receivables with the credit card administrators, previously recorded as prepaid expenses and charged to fiscal year results in accordance with original maturities of discounted receivables, was fully recognized as Financial expense. b) Subsidies: In accordance with the CPC 16, trade discounts, rebates, subsidies and/or other revenues received from suppliers are deducted to determine the cost of inventory and are only recognized in the income statement upon sale of the product to which they are linked. This adjustment relates to the reversal of the funds received from suppliers, whose linked product has not yet been sold on the base date of preparation of financial statements. c) Reclassification of deferred taxes for non-current assets: The CPC 26 prohibits the classification of deferred taxes as current assets and/or liabilities. d) Subsidized accounts receivable: The subsidies receivable balance, before being presented as a reduction of accounts payable to suppliers, was reclassified to current assets, in accordance with the CPC 26, which prevents the netting of assets and liabilities, except when a legal condition exists to make their payment in this manner. e) Write-off of deferred assets: The adjustment refers to the write-off of deferred assets, as well as a reversal of its corresponding amortization expense in consolidated financial statements, as required by the CPC 43 (R1), such that these financial statements are in compliance with IFRS. f) Capitalization of interest: The CPC 20 requires the capitalization of borrowing costs attributable 05/27/ :28:07 Pág: 44

45 to the acquisition, construction and/or production of a qualifying asset. The adjustment in question refers to the capitalization of borrowing costs related to developments of software and websites for the Company. g) Net revenue: Portion of the income from subsidies, previously registered as sales revenue, was reclassified as a reduction in the cost of the sales of goods. NEW IFRS AND IFRIC INTERPRETATIONS Some new accounting procedures from the International Accounting Standards Board (IASB), and Interpretations from the International Financial Reporting Interpretations Committee (IFRIC), have been published and/or revised. The use of these new procedures is optional or mandatory for the fiscal years beginning January 1, But the CPC has not yet published comments or related modifications. It is expected that the Brazilian standards will be modified to conform to international standards by the time the standards will be enforced. Shown below are some of the principal standards published but not yet in force, as well as the expected impact on the Company s Financial Statements: IFRS 9 Financial Instruments - Classification and Measurement - IFRS 9 concludes the first part of the project for the substitution of the IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 uses a simple approach to determine whether a financial asset is measured at amortized cost or fair value, based on the way in which an entity manages its financial instruments (its business model) and the typical contractual cash flows of financial assets. The standard also requires the adoption of only one method for determining the amount of losses of recoverable assets. This standard becomes effective for fiscal years beginning January 1, The Company does not expect this change to have a significant impact on its financial statements. IFRIC 14 Prepayments of a Minimum Funding Requirement This amendment applies only to those situations where an entity is subject to minimum requirement funding contributions and advances to cover these requirements. The change allows the entity to account for the benefit of such prepayment as an asset. This amendment is effective for fiscal years beginning on or after January 1, The Company will not suffer any impact from this interpretation. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments - IFRIC 19 was issued in November 2009 and became effective on July 1, 2010, and early implementation was allowed. This interpretation clarifies the requirements of the International Financial Reporting Standards (IFRS) when an entity renegotiates the terms of a financial obligation and the lender agrees to accept this and the actions of the entity or other equity instruments to settle the financial obligation in whole or in part. The Company does not expect that IFRIC 19 would have a significant impact on its Financial Statements. IFRS Improvements - The IASB issued improvements to the IFRS standards and amendments in May 2010 and the amendments will be effective from January 1, The main changes that could impact the Company are shown below: - IFRS 3 Business Mergers 05/27/ :28:07 Pág: 45

46 - IFRS 7 Financial Instruments Disclosures - IAS 1 Presentation of Financial Statements - IAS 27 Consolidated and individual Financial Statements - IFRIC 13 Customer Loyalty Program The Company does not expect that these changes will have a significant impact on its Financial Statements. 5. MARKETABLE SECURITIES Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Certificates of bank deposits - CDBs 307, , , ,229 Debentures 151, , , , , , , ,832 Certificates of Deposit from top-ranked financial institutions were remunerated at a rate of 100% to 105.2% of the CDI on June 30, 2010 (100.0% to 110.0% of CDI on December 31, 2009). Debentures were issued by a top-ranked financial institution, and are recorded at fair value, for which the rate was up to 100% to 105% of CDI and consolidated on June 30, 2010 (from 99.5% to 105.7% of CDI and consolidated at December 31, 2009) and can be traded at any time ("available for sale ). 6. ACCOUNTS RECEIVABLE Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Credit cards 407, , , ,606 Other accounts receivable 86, , , , , , , ,964 Present value Adjustments (12,475) (5,779) (12,475) (5,779) Provision for credits from doubtful accounts (22,864) (19,521) (38,158) (48,898) 458, , , ,287 Transactions with credit cards can be divided in to twelve months. The Company s and its subsidiaries credit risks are minimized as the portfolio receivables are monitored by the credit card management companies. Other accounts receivable mainly represent sales to companies through corporate transactions, consumer loyalty projects and commercial agreements. 05/27/ :28:07 Pág: 46

47 The allowance for doubtful accounts considers the average losses over the last 12 months, combined with Management's estimates of probable losses from payments due and overdue. Changes in the allowance for doubtful accounts is shown below: Parent Company Consolidated Balance on January 1, , Additions 4, Balance on December 31, ,898 Additions 3, Reversion - (14.083) Balance on June 30, , INVENTORIES Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Goods for resale 498, , , ,677 Supplies and packaging 14,342 13,396 14,342 13,396 Present value adjustment (11,133) (5,322) (11,133) (5,322) Provision for losses (14,810) (13,010) (14,810) (13,010) 486, , , ,569 The movement of the provision for losses is shown as follows: Parent Company Consolidated Balance on January 1, ,410 9,410 Additions 3,600 3,600 Balance on December 31, ,010 13,010 Additions 1,800 1,800 Balance on June 30, ,810 14, RECOVERABLE TAXES Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Income Tax withholding 13,941 29,038 14,481 29,648 Social Integration Program and Contribution to the financing of social security 22,679 23,526 22,689 23,536 Taxes on Goods and Services 8,646 6,427 8,531 6,427 Deferred income tax and social contribution 4,780-5,441 4,017 Others - 1 3, ,046 58,992 54,870 64,221 05/27/ :28:07 Pág: 47

48 9. INCOME TAX AND SOCIAL CONTRIBUTION a) Deferred income taxes and social contributions Deferred income tax and social contribution taxes are derived from: Parent Company Assets Consolidated 06/30/ /31/ /30/ /31/2009 Tax losses 24,002 24,010 28,820 25,832 Negative bases of social contribution 8,757 8,644 10,491 9,299 Temporary differences: Contingency 5,038 4,596 5,038 4,596 Unsettled swaps 10,177 8,872 10,177 8,872 Present value adjustments receivables and payables 20,186 17,912 20,186 17,912 Provisions doubtful debtors 10,651 9,514 10,651 11,468 Provisions for losses in inventories 5,036 4,424 5,036 4,424 Write-off of deferred assets ,746 26,515 Others 10,376 13,518 10,650 11,565 Total 94,223 91, , ,483 Parent Company Liabilities Consolidated 06/30/ /31/ /30/ /31/2009 Amortization of goodwill 12,670 5,208 12,670 5,208 Capitalization of interest 5,256 2,689 5,256 2,689 Revision of the useful life of intangible assets 3,498-6,284 - Revision of the useful life of fixed assets Reversal amortization deferred ,769 Total 22,151 7,897 24,937 13,666 The tax legislation in Brazil allows tax losses and negative social contribution bases to be reported indefinitely and used to offset future taxable income. However, the tax legislation enacted in 1995 limits the use of charging of tax losses in a given year to 30% of taxable income. b) Expected income taxes and social contribution deferred assets Shown below are the estimates of deferred tax assets, based on future taxable income and the reconciliation of temporary differences, determined for each fiscal period : 05/27/ :28:07 Pág: 48

49 06/30/2010 Parent Company Consolidated ,466 62, ,083 19, ,578 23, ,095 15,713 94, ,795 Estimates of recovery of deferred tax assets are supported by projections taxable profits, taking into consideration various financial assumptions and business activities considered as at the period ending June 30, Consequently, estimates may not be realized in the future in view of the uncertainties attached to forecasts. c) Conciliation between nominal and effective tax rates The reconciliation between the income tax and social contribution nominal quota and the effective amounts in income is demonstrated below: Parent Company Consolidated 06/30/ /30/ /30/ /30/2009 Profits before tax and social contribution 38,543 38,327 47,968 48,376 Nominal rate 34% 34% 34% 34% Effect of (additions) or exclusions on net income 13,105 13,031 16,309 16,448 Equity pick up adjustment (1,127) (696) - - Other deductions (additions) permanet, net - - (314) 255 Income tax and social contribution rates effective 11,978 12,335 15,995 16,703 Current 2,379 13,124 7,595 14,505 Deffered 9,599 (789) 8,400 2,198 Income tax and social contribution 11,978 12,335 15,995 16, INVESTMENTS Parent Company 06/30/ /31/2009 Subsidiaries 28,848 25,839 Jointly controled Companies 4,436 4,131 33,284 29,970 05/27/ :28:07 Pág: 49

50 a) Subsidiaries Ingresso.com The subsidiary provides technology and services to purchase tickets via the Internet for concerts theater shows, soccer, theme parks, events and movies. The Company holds a 100% ownership stake in Ingresso.com, which owns a 100% interest in B2W Rental Ltda. B2W Viagens The subsidiary, under its brands Americanas Viagens, Submarino Viagens and Shoptime Viagens, offer hotel reservation services, tour packages, airline tickets, ocean cruises and rental cars. Apart from direct participation in Submarino Viagens e Turismo Ltda., the Company has a 15.73% indirect interest in this company through 8M Participações Ltda. b) Jointly controlled Submarino Finance Promotora de Crédito Ltda. The Company has a 50% ownership stake in Submarino Finance Promotora de Crédito Ltda., a company whose management is shared with Cetelem Brasil S/A- Crédito Financiamento e Investimento, through which it offers Submarine credit cards and financing for the purchase of products on the Submarino website. Thus, consolidated financial statements have been prepared considering the balances of this jointly controlled company in proportion to the 50% stake held by the Company. c) Change in Parent Company s investments Ingresso.com SA 8M Participações Ltda. Submarino Viagens e Turismo Ltda. Submarino Finance Promotora de Crédito Ltda. ST Importações Ltda. Total Balance on January 1, ,197 2,007 5,995 2,155 2,949 22,303 Capital Increase 1,000 1,000 Equity result in subsidiaries 3, ,261 6,667 Balance on December 31, ,131 2,116 6,382 4,131 4,210 29,970 Equity result in subsidiaries 1, ,314 Balance on June 30, ,039 2,220 6,936 4,436 4,653 33,284 05/27/ :28:07 Pág: 50

51 d) Information about subsidiaries and jointly controlled companies 06/30/2010 % Participation Capital Stockholders equity Net Income DIRECT SUBSIDIARIES Ingresso.com 100 6,998 15,039 1,908 8M Participações Ltda ,661 2, Submarino Viagens e Turismo Ltda ,922 8, ST Importações Ltda ,050 4, JOINTLY HELD COMPANY Submarino Finance Promotora de Crédito Ltda ,010 8, /31/2009 % Participation Capital Stockholders equity Net Income DIRECT SUBSIDIARIES Ingresso.com 100 6,998 13,131 3,939 8M Participações Ltda ,661 2, Submarino Viagens e Turismo Ltda ,922 7, ST Importações Ltda ,050 4,210 1,261 JOINTLY HELD COMPANY Submarino Finance Promotora de Crédito Ltda ,010 8,262 1, RELATED PARTY TRANSACTIONS a. Commercial cooperation agreement and other covenants The Company has a Commercial Cooperation Agreement and Covenants with its parent company LASA, aimed at coordinating efforts in various areas of activity for mutual benefit, namely: (i) sale of goods purchased by the Company from LASA, (ii) form of competition, (iii) installation of the Company's kiosks on the business premises of LASA, (iv) use of personnel, (v) joint use of the brand name and advertising. This agreement provides that the goods purchased for resale and provided by LASA will be purchased at the price of the cost the product paid by LASA to the supplier and delivered in their Distribution Centers, plus taxes and other charges directly incurring on the buying and selling, and a percentage of 2% on the cost price of the product until the Company reaches an accumulated volume of purchases from LASA of R$ 10,000 per year. After achieving this volume, there will be an increase to 3% on the cost price of the product, the other conditions remaining unchanged. b. Licensing the use of the Americanas.com brand and similar trademarks The Company signed a licensing agreement with LASA for the use of the trademark, through which it is granted the exclusive license to use the Americanas.com trademark and similar brands for the activities specified in its Bylaws. As stated in the contract, the brand licensing will be free as long as LASA holds a significant shareholding position in the Company. 05/27/ :28:07 Pág: 51

52 c. Remuneration of management The transactions, compensation and benefits for the Directors and key executives of the Company and subsidiaries are described in Notes 20 and 27 as recommended in Technical Bulletin CPC 05 (IAS 24). d. Kiosk operations The Company has a contract with its parent company, LASA, to jointly carry out activities to increase the synergy in their operations with the installation of Americanas.com brand kiosks on the commercial premises of LASA. Under that agreement, the payments for transactions on the Americanas.com site by customers can also be made at any of the cashier points in any LASA store. The entire proceeds from these transactions, which are paid at the LASA points of sale, are transferred monthly to the Company, net of costs incurred by the LASA operation of the kiosks. Thus, the total amount receivable from the operation of all kiosks installed was R$22,435 on June 30, 2010 (R$32,777 on December 31, 2009), and the amount of LASA operating costs reimbursed by B2W totaled R$1,899 on June 30, 2010 (R$2,030 for the year ended December 31, 2009). e. Operations with the parent company The results from the fiscal periods ending June 30, 2010 and 2009 represent reimbursements to the LASA parent company of the following expenses: (i) rental of Head Offices in the amount of R$862 and R$786, respectively; (ii) Management fees in the amount of R$745 and R$673. f. Related Party Transactions The balances with Related parties, shown below as Long-Term Assets, refer to operating current accounts and kiosks among the companies of the Group and do not incur interest. Asset Balance 06/30/ /31/ /01/2009 Parent Company Lojas Americanas S.A. 20,460 34,033 23,772 Direct Subsidiaries Ingresso.com S.A ,026 Submarino Viagens e Turismo Ltda. 7,348 3,944 4,405 B2W Rental 10,565 6, Other ,768 10,844 6,343 Jointly Held Company Submarino Finance Promotora de Crédito Ltda Total 40,195 45,794 31,112 05/27/ :28:07 Pág: 52

53 The consolidated balances are presented only transfers made by Lojas Americanas on account of the operations mentioned above. 12. FIXED ASSETS Land Facilities, furniture and fixtures Parent Company Improvement Machines s to third and parties equipments buildings (*) Computer equipment Others Total Balance on January 1, ,754 22,331 33,371 6,711 5,560 1,589 75,316 Acquisitions - 1,414 1, ,237 14,202 Transfers - (1,881) 1,881 - Depreciation - (1,506) (2,016) (611) (2,679) (21) (6,833) Balance on June 30, ,754 22,239 30,869 6,229 2,908 14,686 82,685 Acquisitions - 1,317 10, ,475 Transfers ,385 - (14,385) - Depreciation - (1,554) (2,256) (613) (2,701) (25) (7,149) Balance on December 31, ,754 22,002 53,811 5, ,011 Acquisitions - 1,224 19, ,228 Transfers - (3,911) 7,763 (3,540) (312) - Depreciation - (1,233) (2,750) (121) (281) - (4,385) Balance on June 30, ,754 18,092 78,227 2, ,854 Balance on June 30, 2010: Total cost 5,754 25, ,821 2,496 27, ,916 Accumulated depreciation - (7,154) (25,594) (449) (26,864) (1) (60,062) Residual value 5,754 18,082 78,227 2, ,854 Balance on December 31, 2009: Total cost 5,754 22,002 66,669 12,294 27, ,688 Accumulated depreciation - (9,420) (12,858) (6,668) (26,590) (141) (55,677) Residual value 5,754 22,002 53,811 5, ,011 Weighted avarage of annual depreciation rate 10% 6.89% 10% 9.45% 10% 05/27/ :28:07 Pág: 53

54 Land Facilities, furniture and fixtures Machines and equipments Consolidated Improvemen ts to third parties buildings (*) Computer equipment Goods for lease Others Total Balance on January 1, 5,754 22,772 33,491 6,731 6,030-1,885 76, Acquisitions - 1,414 2, ,237 15,741 Transfers - (3,158) - - 3,158 - Depreciation - (1,506) (2,017) (631) (2,952) - (21) (7,127) Balance on June 30, ,754 22,680 30,988 6,229 3,367-16,259 85,277 Acquisitions - 1,595 9, , , , (15,955 - Transfers ) Depreciation - (1,571) (2,553) (593) (2,561) (591) (25) (7,894) Balance on December 31, 5,754 22,704 53,926 5,680 1,413 3, , Acquisitions - 1,342 19, ,771-24,562 Transfers - (3,911) 7,763 (3,540) - - (312) - Depreciation - (1,319) (2,767) (130) (517) (911) (1) (5,645) 5,754 18,816 78,390 2,124 1,763 4, ,74 Balance on June 30, Balance on June 30, 2010: Total cost 5,754 26, ,067 2,581 29,706 6, Accumulated depreciation - (7,409) (25,677) (457) (27,943) (1,502) (11) Residual value 5,754 18,816 78,390 2,124 1,763 4,889 7 Balance on December 31, 2009: Total cost 5,754 32,291 66,851 12,348 28,846 3, Accumulated depreciation - (9,587) (12,925) (6,668) (27,433) (591) (150) 174,74 2 (62,99 9) 111, ,18 0 (57,35 4) Residual value 5,754 22,704 53,926 5,680 1,413 3, ,826 Weighted avarage of annual depreciation rate 10% 6.89% 10% 9.45% 33% 10% (*)Calculated based on the terms of leases. The average term of leases is 10 years.. 05/27/ :28:07 Pág: 54

55 Company s Management revised the useful economic life of the main fixed asset groups based on opinions of outside specialists, which resulted in the following changes in rates: Former depreciation rate Weighted average of the depreciation rate Installations 10% 10% Machinery and Equipment 10% 6.89% Improvements in Third-Party Properties 10% 10% Data Processing Equipment 20% 9.45% Furniture and Utensils 10% 10% Goods for Rent 33% 33% The effects of these changes in the estimates of the useful life of these assets were recognized as of January 1, During the six-month period ending on June 30, 2010, the effect of the restatement of the working life of the assets resulted in reduction in deprecation of R$2,137 for the parent company and for the consolidated statements, substantially recognized in depreciation expenses and amortization of the statements of income for the fiscal period. No assets were offered as guarantees for contingencies. Test for the reduction in the amount recoverable of assets - impairment According to Technical Statement CPC 01 (IAS 36) items reported under fixed assets that show signs that the costs reported are greater than their recovery values are reviewed to determine the need to reduce the accounting balances to their realizable value. Management did not identify any changes in circumstances or signs of technological obsolescence, neither did it find any evidence that corporate assets used in its operations are not recoverable given their operating and financial performance, and concluded that on June 30, 2010 there was no need for any provision for losses in its fixed assets. 05/27/ :28:07 Pág: 55

56 13. INTANGIBLE ASSETS Goodwill in investment s acquisitions Right to use the software Parent Company Development of web sites and sistems License to use the brand BLOCKBUSTER Online Others Total Balance on January 1st ,575 39, ,187 19, ,227 Additions - 1,719 71, ,073 Amortization - (7,459) (8,424) (552) (16,435) Balance on June 30, ,575 33, ,050 19, ,865 Additions , ,697 Amortization - (7,493) (8,424) (552) - (16,469) Balance on December 31, ,575 26, ,323 18, ,093 Additions , ,839 Amortization - (6,167) (10,183) (552) - (16,902) Balance on June 30, ,575 20, ,965 18, ,030 Balance on June 30, 2010 Total cost 138,048 74, ,697 21, ,689 Accumulated amortization (55,473) (54,691) (48,732) (2,763) - (161,659) Residual value 82,575 20, ,965 18, ,030 Balance on December 31, 2009: Total cost 138,048 74, ,872 21, ,850 Accumulated amortization (55,473) (48,524) (38,549) (2,211) - (144,757) Residual value 82,575 26, ,323 18, ,093 Amortization s annual rate - % Indefinite 12.72% 12.17% 5.26% Indefinite 05/27/ :28:07 Pág: 56

57 Goodwill in investment s acquisitions Right to use the software Development of web sites and sistems Consolidated License to use the brand BLOCKBUSTER Online Others Total Balance on January 1st ,788 43, ,982 19, ,388 Additions - 2,503 71, ,527 Amortization - (7,459) (8,620) (552) - (16,631) Balance on June 30, ,788 38, ,319 19, ,284 Additions - 4,407 41, ,434 Amortization - (7,493) (8,831) (552) - (16,876) - 84,788 35, ,515 18, ,842 Additions - 3, , ,781 Amortization - (6,935) (10,184) (553) - (17,672) Balance on June 30, ,788 32, ,192 18, ,951 Balance on June 30, 2010 Total cost 143,548 90, ,925 21, ,113 Accumulated amortization (58,760) (57,905) (48,733) (2,764) - (168,162) Residual value 84,788 32, ,192 18, ,951 Balance on December 31, 2009: Total cost 143,548 86, ,064 21, ,332 Accumulated amortization (58,760) (50,970) (38,549) (2,211) - (150,490) Residual value 84,788 35, ,515 18, ,842 Amortization s annual rate - % Indefinite 12.72% 12.17% 5.26% Indefinite The Company's Management revised the estimates of the useful economic life of the main intangible asset groups, based on opinions of internal specialists, which resulted in the following changes in rates: 05/27/ :28:07 Pág: 57

58 Former amortization rate New amortization rate Right to use the software 20% 12.72% Development of web sites and systems 20% 12.17% License to use the brand BLOCKBUSTER Online 5.30% 5.26% The effects of these changes and the estimates of useful life of these assets were recognized as so January 1, During the six-month period ending June 30, 2010, the effect of the restatement of the useful life of these assets resulted in a reduction in amortization of R$10,287 for the parent company and the subsidiary, substantially recognized in the financial statements for the fiscal period. On June 30, 2010 and December 31, 2009, goodwill for acquisitions and investments was represented as follows: Goodwill in investment s acquisitions Cost Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Accumulated Accumulated amortization Net Net Cost amortization Net Net TV Sky Shop 135,305 (53,866) 81,439 81, ,305 (53,866) 81,439 81,439 Ingresso.com 2,743 (1,607) 1,136 1,136 6,164 (3,613) 2,551 2,551 8 MParticipações ,079 (1,281) ,047 (55,473) 82,575 82, ,548 (58,760) 84,788 84,788 a) Goodwill on acquisition of investments The goodwill referring to the investment in TV Sky Shop S.A. was constituted at the time of its acquisition from Shoptime S.A. (Shoptime) and TV Sky Shop S.A. (TV Sky) by Americanas.com. On August 31, 2005, Americanas.com acquired the equivalent of 98.85% of the capital of Shoptime, which held 56% of the capital of TV Skyshop, and 44% of the capital of TV Sky. During the first quarter of 2006 Americanas.com acquired the remaining 1.15% of Shoptime, and now holds 100% of this company On August 1, 2006, Shoptime was incorporated by its holding company TV Sky, and thus the goodwill registered with Americanas.com with reference to an investment in Shoptime was added to the goodwill with reference to the investment in TV Sky, for a total of R$135,305. With the merger of Americanas.com and Submarino S.A on December 13, 2006, B2W was incorporated, with all the rights and obligations of Americanas.comand, consequently, the portion of the goodwill 05/27/ :28:07 Pág: 58

59 related to TV Sky. The balances of the goodwill related to the acquisitions of other shareholder interests are supported by Technical Appraisals based on the future profitability of the companies and were amortized through December 31, 2008, using the period of 5-10 years, according to the proportion of future income expected from these investments. Beginning in January 1, 2009, the amortization of these premiums is subject only to the evaluation of impairment as anticipated in CPC 01, (IAS 36) with their respective amortizations no longer being applicable. The Company evaluated the recoverability of the goodwill shown in the acquisitions for investments and mergers based on expectations of future earnings for year-end December 31, 2009 accounting. The Company concluded that no events or changes in circumstance had occurred since December 31, 2009 that would require a review of the evaluations made during the fiscal period preceding the quarter ending June 30, b) Licenses Blockbuster Trademark (online) This represents, essentially, the license to use the blockbuster trademark online, acquired at a cost of R$21,060 in December 2007 from BWU - Comércio e Entretenimento S.A., a company controlled by Lojas Americanas S.A. (LASA). The value of the acquisition is supported by an economic evaluation prepared by independent experts and amortized using a straight-line technique over the contractual term of 19 years. c) Web site development and systems /Software use license These represent, principally, expenses for e-commerce platforms (development of technological infrastructure, content, applications and graphic layout for the sites), the ERP Oracle system and expenses for the implementation of the development of the Company s own systems, and amortized using a straight-line technique over the period stipulated for the use of the benefits identified d) Borrowing costs capitalized The amount of borrowing costs capitalized during the periods ending June 30, 2010 and 2009 were R$7,552 and R$3,712, respectively. The rate used for calculating the costs of borrowing costs eligible for capitalization was approximately 136.0% of the CDI corresponding to the effective interest rate on loans taken by the Company. 14. DEFERRED Cost Parent Company 06/30/ /31/2009 Accumulated amortization Net Net Pre-operating expenses 84,701 (32,475) 52,226 60,419 84,701 (32,475) 52,226 60,419 05/27/ :28:07 Pág: 59

60 15. LOANS AND FINANCINGS Object Annual Charges Parent Company Consolidated Final Maturity 06/30/ /31/ /30/ /31/2009 In national currency Working capital BNDES (a) In foreign currency (c) Working capital (b) Swap operations (b) Total 115% CDI in 06/30/2010 and 12/31/ /18/ , , , ,128 TJLP % in 06/30/2010 and 12/31/ /15/ , , , , , , , ,187 US$ + 4.0% to 7.2% in 06/30/2010 and 12/31/ /30/ , , , , % to 134% in 06/30/2010 (105.8% to 147.9% CDI in 12/31/2009) 09/30/2013 (43,183) (1,852) (42,982) (1,325) 1,125, ,672 1,281,307 1,038,110 Non current share (1,009,933) (710,181) (1,014,271) (710,181) Current share 116, , , ,929 (a) BNDES financing related to the FINEM program (investments in information technology, implementing a distribution center, acquisition of machinery and equipment and investments in social projects), PEC (Working Capital), BNDES Automatic and Connected Citizens Computers for Everyone programs. (b) Foreign-currency operations are protected against changes in exchange rates by the use of financial instruments known as swaps (see Note 25). Management reports these transactions using the hedge accounting method. (c) Funding consistent with Resolution of the Central Bank of Brazil (BACEN). 05/27/ :28:07 Pág: 60

61 Loans and long-term financings by maturity: Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Guarantees , ,438 77, , , , , , , , , , ,804 19,804 72,804 19, ,415 13, ,415 13,203 1,009, ,181 1,014, ,181 Loans and financing are secured by letters of guarantee and promissory notes. 16. DEBENTURES Issue Date Maturity Type of issue Bonds outstanding Value at the issue date Annual financial burden st Issue 07/10/ /10/2013 Public 36,440 R$ 10 CDI+2% 382, ,683 Cost of borrowings* (1,380) (1,604) Total 381, ,079 Non current shares 363, ,244 Current shares 17,910 17,835 As predicted by CPC 08 - Transaction Costs and Premiums on Issuance of Securities, the cost of borrowings has been made by the maturity of the debentures. a) At the meeting of the Board of Directors held on July 2, 2008, the first issue and public distribution of debentures was discussed and subsequently ratified on July 18, 2008, as shown below: Issue date Quantity issued Quantity placed on the market Unit value Issue value Annual financial charges 07/10/ ,440 36, R$364,400 CDI+2% The debentures issued have the following characteristics: Convertibility: The debentures are simple, in other words, not convertible into Company stock. 05/27/ :28:07 Pág: 61

62 Type and Form: The debentures are nominal and registered, with no warnings or certificates issued. Time and Date of Maturity: The debentures have maturities of five years from the date of issue, maturing on July 10, Amortization: The debentures shall be amortized annually in three consecutive installments, beginning during the third year, counting from the date of issue, on the following dates: July 10, 2011, July 10, 2012 and July 10, Remuneration: The debentures yield interest as remuneration, corresponding to the accumulated variation in the daily DI rates interbank deposits for one day, extra-group, expressed in the form of a percentage per year, based on 252 working days, calculated and released daily by CETIP, to which is added a spread of 2% per year, tax related exponentially and cumulatively pro rata temporis for consecutive working days, on the nominal unit value of R$10. Frequency of payment of remuneration: The amounts related to remuneration are paid semiannually, on the 10th day of the months of January and July of each year, with the first payment being due on January 10, Distribution and placement: The debentures were distributed publicly, with firm subscription guarantees through the intermediation of a financial institution belonging to the stocks and securities distribution system. Financial indexes: The financial indices calculated based on the quarterly consolidated financial statements of the Company, beginning in the third quarter of 2008, will be less than or equal to (i) Consolidated Net Debt/EBITDA Adjusted less than or equal to 2.90x; and (ii) EBITDA Adjusted/Net Consolidated Financial Income and greater than or equal to 1.5x. In the measurement of these indices, it is understood that (i) Consolidated Net Debt is the sum of all consolidated financial debts of the Company with individuals or corporations, including loans and financing with third parties, fixed income securities, convertible or not into shares, on the local and/or international capital markets, as well as the differential to pay from derivatives operations less the sum of the liquid assets (cash and securities and time deposits) and the differential to receive from operations with derivatives; (ii) Adjusted EBITDA, the sum (a) of consolidated operating profits of the Company before taxes, fees, contributions and participations; (b) depreciation and amortization occurred during the same period; (c) financial expenditures deducted from financial income from the same period; and (d) equity equivalents; all being verified for a period of 12 months and, without considering the occasional effects of the calculation of adjustments to present value AVP (article 184 of Corporate Law, as modified by Law of December 31, 2001, and by Law of December 28, 2007); and, (iii) Consolidated Net Financial Income, financial income less financial expenses of the Company. On June 30, 2010, and December 31, 2009, and on January 1, 2009, the Company had met all of the restrictive clauses (financial indexes) established upon the public registration of the debentures. 05/27/ :28:07 Pág: 62

63 Limits and financial indexes: In the a case of failure to comply with contractual clauses, the Fiduciary Agent will call for a General Meeting of Debenture Holders to discuss the declaration of the early maturity of the debentures. After the realization of the General Meeting the Fiduciary Agent shall declare all of the obligations from the debentures as having matured, unless debenture holders representing at least 75% of the debentures in circulation opt not to declare early maturity. Guarantees: The debentures are of the floating guarantee type with a preferred position with regard to the assets of the Company. 17. TAXES AND CONTRIBUTIONS (CURRENT) Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Taxes on goods and services 3,615 2,571 4,135 3,138 Withheld income tax Income tax of legal entity and Social contribuiton on net income 3,529 6,798 7,218 11,707 Sevice s tax Social integration program and Contribution for the social security fund ,054 Other 2, ,011 2,263 9,730 10,261 15,389 19, PROVISIONS FOR TAX, CIVIL AND LABOR LIABILITIES The Company and its subsidiaries and jointly controlled companies are parties to lawsuits and administrative proceedings before courts and government agencies involving issues of tax, labor, civil and other matters. The Management has a system for monitoring judicial and administrative proceedings conducted by the Company's own Legal Department and outside counsel. Escrow deposits are made when legally required, and totaled R$12,646 on June 30, 2010 (R$12,069 and R$6,156 on December 31, 2009 and January 1, 2009 respectively), in the parent company, and R$12,929 on June 30, 2010 (R$12,289 and R$6,175 on December 31, 2009 and January 1, 2009 respectively), on the consolidated statement. In most instances, these amounts are not linked to the provision for contingencies recorded on June 30, 2010, December 31, 2009 or January 1, Based on information provided by its external legal advisors, analysis of pending lawsuits, and labor actions (with prior experience as regards claims), management was able to record a provision sufficient to cover potential losses from the lawsuits in progress. Letters of guarantee are used to secure some lawsuits. a) Provisions 05/27/ :28:07 Pág: 63

64 Parent Company Consolidated 06/30/ /31/ /30/ /31/2009 Tax 3,923 2,623 3,923 2,623 Labor 1,879 1,879 1,879 1,879 Civil 9,015 9,015 9,015 9,015 14,817 13,517 14,817 13,517 TAX The Company and its subsidiaries are party to tax and fiscal lawsuits, related to the administrative process for tax assessment notices issued for recovery of alleged debt of ICMS (State Value-Added Tax). LABOR The Company and its subsidiaries are also parties to lawsuits related to labor claims. None of these refers to significant amounts, and complaints mainly involve claims for overtime among others. CIVIL The Company is a party, together with its subsidiaries, to lawsuits resulting from the ordinary course of its operations and its subsidiaries, primarily related to consumers, which accounted, in June 30, 2010, the amount indicated as a contingent liability related to these issues. Changes in allowances for contingencies: Parent Company and Consolidated Tax Labor Civil Total Balance on January 1, ,687 2,583 4,270 Additions , Payment/reversal - (1,702) (2,400) (4.102) Balance on June 30, ,245 4,631 Additions 2,962 17,592 32, Payment/reversal (339) (16,099) (27,267) (43,705) Balance on December 31, ,623 1,879 9,015 13,517 Additions 1, Payment/reversal (400) (400) Balance on June 30, ,923 1,879 9,015 14,817 b) Contingent liabilities not provisioned On June 30, 2010, the Company had administrative and legal demands of a civil nature in the approximate amount of R$71,676 ( R$30,934 and R$27,584 on December 31, 2009 and January 1, 2009 respectively), for the parent company and consolidated statements, classified by their legal counsel as "possible losses" and, for this reason no provision has been made for them. 05/27/ :28:07 Pág: 64

65 19. SHAREHOLDER S EQUITY a) Paid in Capital Paid in Capital may be increased by the Board of Directors, without the need for statutory reform, up to a limit of 200,000,000 common shares. There is no preemptive right to the subscription of shares. On June 30, 2010, the capital was represented by 113,532,372 common shares, nominal and having no par value (113,535,372 shares on December 31, 2009 and on January 1, 2009). The composition of the shareholders in the Company's capital on June 30, 2010 and December 31, 2009, and on January 1, 2009 is as follows: 06/30/ /31/2009 Lojas Americanas S.A 62,389,539 62,389,539 The BANK OF NEW YORK ADR Program 6,070,066 3,012,350 OPENHEIMER DEVEL MARKETS FUND - - Management 204, ,522 Other shareholders 41,530,222 44,587,938 Treasury shares 3,341,023 3,341, ,535, ,535,372 b) Changes in capital stock Number of shares, without par value. Common Nominal On January 1, ,535,372 On December 31, ,535,372 On June 30, ,535,372 c) Shares held in treasury On May 8, 2008, pursuant to CVM Instructions 10/80 and 268/97, the Board of Directors of the Company approved a repurchase program for shares of its own issue, using equity reserves, in order to retain them in treasury or cancel them, with the ability to further sell or transfer them, during the subsequent 365 days, up to the limit of 4,971,895 common shares, which corresponds to 10% of the outstanding shares. Changes in shares held by the treasury: 05/27/ :28:07 Pág: 65

66 Quantity of shares Balance R$ thousand Weighted avarage cost of acquisition On January 1, ,325, ,883 66,73 On December 31, ,325, ,883 66,73 Acquisition of shares 15, ,04 On June 30, ,341, ,701 66,66 Market value on June 30, 2010 per share R$ The minimum and maximum share prices were of R$46.39 and R$74.20, respectively. d) Capital reserves This reserve was created as a result of a 2007 ownership restructuring process, in consideration of merged net book assets. e) Legal Reserve As required by article 193 of Brazilian Corporation Law 6,404/76, the legal reserve is constituted by means of an appropriation of 5% of each fiscal year s net profits f) Expansion Reserves Reserves for future investments are constituted based on the capital budget to be submitted for approval to the shareholders at the next General Shareholders Meeting to be used for future investment plans of the Company. The remaining profits from the fiscal year will be used for purposes approved by the General Shareholder s Meeting, according to the proposals submitted by the Board of Directors. 20. PAYMENT BASED ON SHARES The Company approved a Share Option Plan ( B2W Plan ) at the GSM held December 13, 2006, pursuant to 3 of art. 168 of Law 6.404/76, earmarked for its Managers and employees. The GSM held March 31, 2007 approved the merger of the Company with TV Sky Shop S.A., ratified maintaining the Plan approved in December 2006, as mentioned. The options are limited to 3% of total capital stock. The Plan is administered by the Board of Directors or by a Committee nominated by the Board and has the following features: - the equivalent of 10% of the option must be exercised by the beneficiary on the date of the award; - the remainder of the option is not subject to a grace period, and may be exercised fully or partially at any moment until the program expires; 05/27/ :28:07 Pág: 66

67 - the issue price or the purchase price shall be the equivalent to the average value of the closing price of the Company options over the past 22 trading sessions of the São Paulo Stock Exchange (BOVESPA) prior to the date the option was awarded, with the payment of the issue price or the purchase price of the residual batch plus monetary correction based on the variation of the IGPM and 6% interest per year as of the date of the award added; - the exercise price of the options that have not been exercised shall be deducted from the amount of the dividends and interest on own equity per share paid by the company on the date of the award; - the shares that have been exercised may be freely sold by their beneficiaries when they have been fully paid up and the period of service which varies between thirty and sixty months has been observed; - the Company has first rights of refusal for the repurchase option of the shares once an employment relationship no longer exists with the beneficiary. Shown below is a statement of the 2009 and 2007 Programs still open as at June 30, 2010 offered to the Company s principal executives: 2009 Program 2007 Program Global Volume (ON) 1,189,414 1,099,868 Strike price Strike deadline 6 years 6 years Subscription date 07/30/ /10/2007 and 09/23/2008 Number of offered shares 1,006, ,736 Number of not exercised shares 121, ,216 Number of canceled shares 137, ,392 Weighted average cost of not exercised shares The fair value of the shares awarded by the B2W Plan was estimated based on the Black & Scholes options value model, based on the following assumptions: 2009 Program 2007 Program Risk free rate 10.64% 9.79% Plan duration in years 6 6 Expected annualized volatility 40.83% 45.3% Dividend yield 0.23% 1.44% Fair value of the option in grant date (per share) Market value in grant date (per share) Expected dropout date* 50.00% 50.00% 05/27/ :28:07 Pág: 67

68 (*)The dropout rate corresponds to the percentage of the share options awarded by the Company, which it expects will not be exercised, because of the non-compliance on the part of the participants in the conditions established by the B2W Plan. This rate was estimated by the Company using historical bases and the monitoring of the compliance of the performance conditions of the participants of the B2W Plan. From the date of the approval of the B2W Plan through June 30, 2010, the following options were exercised: Issue date Quantity issued Quantity placed on the market Unit value Issue value ,952 3, ,403 6, , The remuneration costs stemming from the B2W Plan for the fiscal year ending June 30, 2010 was R$839 (R$862, for the period ending June 30, 2009). The counterpart to the remuneration costs is the posting to capital reserve reserve of recognized options awarded under net equity, in view of the fact that the options, once exercised, are settled through the issue of new shares or the use of shares that are kept in treasury. The remuneration cost corresponds to the fair value of the B2W Plan, calculated at the date of the award, registered during the period when the services were rendered, which begins at the date of the award and ends at the date in which the beneficiary requires the right to exercise the option. The remuneration costs of the B2W Plan to be recognized by the Company for the remaining period (the period of services that will occur) based on the assumptions used totaled approximately R$2,694 on June 30, 2010 (R$3,952 and R$5,735 on December 31, 2009 and January, 2009, respectly) Based on the capital stock share base at June 30, 2010, and the maximum participation dilution in the percentage that could be submitted to the current shareholders of the Company in the event all of the shares awarded were to be exercised is less than 1%. 05/27/ :28:07 Pág: 68

69 21. FINANCIAL INCOME Parent Company Consolidated 06/30/ /30/ /30/ /30/2009 Interest and monetary variation on securities 10,157 2,701 10,971 3,562 Financial discounts obtained 28, , Accounts receivable s present value adjustment 42,206 48,242 42,206 48,242 Other financial revenues ,714 1,239 24,562 Total Financial Revenue 81,727 70,694 83,374 76,468 Interest and monetary variation of loans and financing and swap operations (90,127) (41,381) (99,503) (57,390) Prepayment of receivables expenses (40,266) (43,828) (40,850) (45,165) monetary variation of tax liability (595) (1,510) (765) (1,510) Bank charges and taxes on financial transactions (3,234) (3,463) (3,297) (3,683) Suppliers present value adjustments (31,007) (38,366) (31,007) (38,366) Conditional/granted discounts (33,580) (47,858) (34,249) (48,047) Interest on overdue suppliers (50) (136) (50) (136) Other financial expenses (9,254) (3,072) (11,882) (3,079) Total Financial Expenses (208,113) (179,614) (221,603) (197,377) Net Financial Result (126,386) (108,920) (138,229) (120,909) 22. EXPENSES BY TYPE The Company chose to present its statement of earnings for the periods ending June 30, 2010 and June 30, 2009 by function and presents, as follows, the details by type: Parent Company Consolidated 06/30/ /30/ /30/ /30/2009 SALES: Staff (24,495) (25,256) (30,454) (28,905) Occupation (12,205) (10,652) (12,271) (10,719) Distribution (95,136) (84,196) (97,130) (84,479) Rates and fees (28,349) (37,046) (28,349) (37,049) Other (62,612) (68,380) (88,900) (83,834) (222,797) (225,530) (257,104) (244,983) GENERAL AND ADMINISTRATIVE: 05/27/ :28:07 Pág: 69

70 Staff (10,503) (9,066) (13,447) (11,382) Occupation (302) (483) (528) (669) Other (17,966) (21,138) (21,969) (23,008) (28,771) (30,687) (35,944) (35,059) 23. EARNINGS PER SHARE Pursuant to Technical Pronouncement CPC 41 (IAS 33), the following tables reconcile net income to the amounts used to calculate profit per basic and diluted share. Profit per basic share is calculated by dividing net income by the weighted average of the shares in circulation during the period. The calculation of profit per basic share is as follows: Parent Company Consolidated NUMBERED Net income for the year (consolidated) 26,565 25,992 31,973 31,673 DENOMINATOR (IN THOUSAND OF SHARES) Weighted avarage of the common shares number 110, , , ,198 BASIC EARNINGS PER SHARE The calculation of profit per diluted share includes the share purchase options of executives and key employees using the method of treasury shares when the effect is to dilute. The anti-dilution effect for all of the potential shares is ignored in the calculation of profit per diluted share. On June 30, 2010 and December 31, 2009 the shares in potential did not present any significant diluting effect. 24. FINANCIAL INSTRUMENTS a) General considerations In the normal course of business, the Company and its affiliates are exposed to market risks related to the fluctuation of interest rates and exchange variations, as well as credit risk in its installments sales. Under monitoring carried out its officers and management, and supervised by the Board of Directors, the Company and its affiliates use hedge instruments to minimize exposure to these risks. These administrators determine what strategies are to be adopted and Management contracts appropriate hedge instruments for each circumstance and inherent risk. The Company and its affiliates have no term contracts, options, swaptions, zero cost collars, flexible options, derivatives built into other products, operations structured with derivatives and exotic derivatives. The Company and its affiliates do not operate using derivative financial instruments for speculative purposes, thereby reaffirming its commitment to conservative policies for cash management, financial liabilities, and availabilities 05/27/ :28:07 Pág: 70

71 b) Fair value of market instruments The market values ( fair value ) on June 30, 2010 and March 31, 2010, estimated by management were determined using available market information and the usual pricing methodology: evaluating the par value until the date of maturity and deducting the present value of future market rates, which were published in the bulletins of Brazil's Mercantile and Futures Exchange (Bolsa de Mercadorias e Futuros - BM&F). These estimates of fair value presented are not necessarily indicative of values that the Company and its affiliates might realize in the market. The use of different hypotheses or evaluation methodologies can produce divergent results as regards fair value, particularly bearing in mind the considerable element of judgment needed for the interpretation of market information. The values of the principal financial instruments that would reflect possible differences between the book value and the fair value are as follows: On June 30, 2010: Bookkepping base Parent Company Amortized cost Fair value Amortized cost Consolidated Fair value ASSETS Marketable securities Fair value (i) 457, , , ,804 LIABILITIES Debentures Amortized cost 381, , , ,940 Loans and financing: National currency Amortized cost 691, , , ,128 Forreing currency Hedge accounting (ii) 447, , , ,189 Traditional swaps Fair value 26,555 (18,429) 29,491 (12,485) (i) AAP: Ajuste de Avaliação Patrimonial (Equity Adjustment) (ii) Hedge Accounting bookkeeping debt and swaps carried at fair value in income) On December 31, 2009: Bookkepping base Parent Company Amortized cost Fair value Amortized cost Consolidated Fair value ASSETS Marketable securities Fair value 538, , , ,832 LIABILITIES Debentures Amortized cost 381, , , ,675 Loans and financing: National currency Amortized cost 491, , , ,432 05/27/ :28:07 Pág: 71

72 Forreing currency Hedge accounting (i) 389, , , ,248 Traditional swaps Fair value 11,461 (1,852) 11,988 (1,325) (i) Hedge Accounting (ledger result of debt and swaps effectuated according to their fair value) c) Credit risk Credit risk is minimized because approximately 82% of the Company s and its subsidiaries sales were carried out through credit cards administered by third parties. The Company and its subsidiaries maintain a provision for doubtful accounts in an amount considered by management sufficient to cover possible losses. d) Interest rate risk The Company and its subsidiaries use resources produced by operational activities to manage its operations, as well as to guarantee investments and growth. To meet the cash requirements for growth, the Company and its subsidiaries obtain loans and financing from Brazil s principal financial institutions, substantially indexed to the variation of the Interbank Deposit Certificate (CDI). Relevant fluctuations in the CDI (see chart of sensitivity below) raise the possibility of inherent risk. Financial investment policies indexed by the CDI partially mitigate this effect. e) Exchange rate risk These risks originate from foreign currency exchange rate variations on the loan portfolio. The Company and its subsidiaries make use of derivatives, such as traditional swaps, for the purpose of canceling exchange losses resulting from sharp devaluations of the Real (R$) against foreign currency denominated funding. On June 30, 2010, the position of these derivative financial instruments was the following: Traditional Swaps (registered in the loans and financing account): The counterparts to these traditional swaps are the financial institutions that provide loans in foreign currency (American dollars or Japanese yen), generally in accord with Resolution 2770 of the Central Bank of Brazil (BACEN). These CDI-referenced swaps aim to cancel exchange risk, transforming the cost of the debt (see note regarding conditions of loans and financing Note 13) for local currency and interest rates, which varies from 120% to 134% of the CDI (CDI - EXTRAGRUPO that is equivalent to Interfinancial Market Average Funding Rate, published daily by the CETIP - OTC Clearing House). These contracts on June 30, 2010 amounted to a reference value of R$430,345 for the parent company (R$500,963 consolidated). On March , the reference value for the parent company and the consolidated was R$390,066 (R$460,684 in the Consolidated). These operations are matched in terms of value, terms, and interest rates. The Company always seeks to liquidate such contracts, together with the respective loans that are the subject of the hedge transactions simultaneously. There are no contractual clauses for margin calls in this type of transaction. Parent Company Consolidated 05/27/ :28:07 Pág: 72

73 06/30/ /30/ /30/ /30/2009 Hedge object (debt) Swaps Asset position (Dólar or Iene + Pre) Liability position (% CDI) Amortized cost 447, , , ,894 Ammounts adjusted by the fair value of the covered risks 477, , , ,178 30,327 36,565 30,327 39,284 Amortized cost (447,542) (533,289) (521,862) (603,894) Fair value (468,362) (548,484) (542,682) (621,808) (20,820) (15,195) (20,820) (17,914) Amortized cost 434, , , ,902 Fair value 425, , , ,532 (9,507) (21,370) (9,507) (21,370) (30,327) (36,565) (30,327) (39,284) Profits and losses on these contracts, realized and not, over these contracts during the first half of 2010, were recorded as net financial income, and the balance to be received in the fair value of R$43,183 was recorded under loans and financing (balance receivable at fair value of R$42,982 in the consolidated) on June 30, On March 31, 2010 the balance receivable at fair value was R$8,446 for the parent company (balance receivable of R$9,007 consolidated). On June 30, 2010, the maturities for the swap contracts were as follows: Parent Company Consolidated Maturity Total amount Balance Maturity Total amount ,590 (855) 119,910 (654) ,803 (6,395) 38,803 (6,395) ,076 (19,150) 189,076 (19,150) ,994 (12,569) 92,994 (12,569) ,899 (4,214) 101,899 (4,214) Total 468,362 (43,183) 542,682 (42,982) Considering that the Company s exposure to the risk of exchange rate variations is mitigated by traditional swap transactions and, thus, simultaneous with the respective loans in foreign currency, the recent reduction in value of the Brazilian Real in the first half of 2010, as a result of current market conditions did not produce or will not produce relevant effects in the financial statements of the Company. In the case of a possible devaluation of the Real, the effects would be similar, in other words, not relevant (see Sensitivity Analysis of Swap Transactions below). The result of these transactions led to profits for the period ending on June 30, 2010, in the amount of R$5,235 (a loss of R$161,001 on June 30, 2009) for the parent company and R$5,311 (a loss of R$189,500 on June 30, 2009) consolidated, posted in the books as net financial income. The exchange variation on the loans indexed in foreign currency (under the protection of these derivatives) written up as credit in the financial expenses for the period ending June 30, 2010 was 05/27/ :28:07 Pág: 73

74 R$11,199 (R$126,322 reported as a credit in the financial expenses in June 30, 2009) for the parent company and R$13,628, (R$149,174 recorded as a credit in the financial expenses on June 30, 2009) consolidated. f) Sensitivity analysis of swap transactions Swap transactions recorded by the Company and its affiliates were contracted, simultaneously, for foreign currency loan transactions, contemplating terms, rates, and equivalent values, exchanging the loans exchange exposure for exposure to the CDI. On June 30, 2010, the Company s gross debt (parent company), in U.S. dollars, was R$477,869 and R$552,189 consolidated. According to data drawn from the Central Bank of Brazil ( Relatório Focus ) July 30, 2010 market expectations were indicating an exchange rate for the end of calendar year 2010 (probable scenario) of R$/US$ and R$/ compared to R$/US$ and R$/ on June 30, Scenarios I and II were calculated with a deterioration of 25% and 50% respectively, above probable expectations (Management s opinion), according to figures below: Parent Company: Probable scenario Scenario I Deterioration of 25% Scenario II Deterioration of 50% Operation Risk DOLAR Exchange rate in 06/30/ Estimated Exchange rate to 12/31/ Forreign currency loans Swaps (Long position in foreign currency) Consolidated: (variation US$) (398) 118, ,338 (variation US$) 398 (118,970) (238,338) Net Effect Null Null Null Probable scenario Scenario I Deterioration of 25% Scenario II Deterioration of 50% Operation Risk DOLAR Exchange rate in 06/30/ Estimated Exchange rate to 12/31/ Forreign currency loans Swaps (Long position in foreign currency) g) CDI Rate sensitivity analysis (variation US$) (460) 137, ,405 (variation US$) 460 (137,473) (275,405) Net Effect Null Null Null 05/27/ :28:07 Pág: 74

75 The Company and its affiliates maintain the totality of their debt and cash and equivalents indexed to the variation of the CDI (considering the exchange of debts in foreign currency for variation in the CDI with traditional swaps). On June 30, 2010, the Company (parent company) had a net debt of R$1,043,110, which represented the loan values, financing and debentures, net cash and negotiable securities (consolidated, net debt was R$1,182,526). According to data from the Central Bank of Brazil ( Relatório Focus ) on July 30, 2010, market expectations were indicating an effective average CDI rate of 10.16% (probable scenario) for calendar year 2010, against the effective rate of 9.87% as applied during calendar year In addition, Management ran sensitivity tests for adverse scenarios, CDI rate deterioration at 25% or 50% above the probable scenario (management s opinion), as shown below: Parent Company: Operation CDI effective annual interest rate in 2010 Probable scenario Scenario I Deterioration of 25% Scenario II Deterioration of 50% 9.87% 9.87% 9.87% Net debt 1,043,110 1,043,110 1,043,110 CDI estimated annual interest rate in % 12.70% 15.24% Annual effect in net debt: Growth 3,025 29,520 56,015 Consolidated: Operation CDI effective annual interest rate in 2010 Net debt CDI estimated annual interest rate in 2011 Annual effect in net debt: Growth Probable scenario Scenario I Deterioration of 25% Scenario II Deterioration of 50% 9.87% 9.87% 9.87% 1,182,526 1,182,526 1,182, % 12.70% 15.24% 3,429 33,465 63, INSURANCE COVERAGE The Company and its affiliates have insurance coverage for merchandise in stock and fixed assets, as well as against robberies and thefts of cash. On June 30, 2010, such coverage was as follows: 05/27/ :28:07 Pág: 75

76 Property insured Covered risks Coverage amount- R$ Investories and fixed assets Fire and other risks 581,400 Outgoing profit 64,000 Civil liability 5,000 Robberies 1,325 The scope of the auditors work did not include review of the sufficiency of the coverage, which was determined and assessed regarding adequacy by the Company s Management. 26. RENTAL CONTRACTS The Company has a Private Instrument for Commercial Real Estate Rental Contracts and Other Agreements with Hulusa Comercial e Imóveis Ltda (unaffiliated company). Through this instrument, the company, in the capacity of tenant, and Hulusa, in the capacity of landlord, executed a study regarding the establishment of a new distribution center (DC) for use by B2W on real estate owned by Hulusa. This new DC has been used by the Company since August The Company still maintains its Pirambóia and Osasco DCs, whose consolidation into the operations in the Hulusa DC is anticipated. The rent is updated monthly on basis of the arithmetical average of the following Brazilian indexes: IGP-M (Market General Price Index) and IPC (Consumer Price Index); on December 31, 2010, the value of the monthly rent stood at R$830. The 10-year (120-month) lease term is counted as of the execution date on the above-mentioned lease instrument. To guarantee the new DC, the Company made payments in the total amount of R$10,000 that will be applied against future rent payments, representing 50% of the monthly rent. Under the above- referenced contract, Lojas Americanas S.A. is the Company s co-signer, guarantor, and principal debt payer. For the period, which closed on June 30, 2010, the Company incurred rent expenses for its DCs in the amount of R$12,159 (R$10,898 for the period ending June 30, 2009). Pursuant to Technical Pronouncement CPC 06, the Company analyzed the above-referenced contracts and concluded that they conform to the classification of operational mercantile leasing. Future commitments arising from the lease contracts of these DCs-in-use, for values as of June 30, 2010 are as follows: onwards Rentals 12,261 20,104 21,304 22,928 24, EMPLOYEE AND MANAGEMENT REMUNERATION In accordance with the Brazilian Corporation Law and the Company s Bylaws, it is the responsibility of the shareholders, in a General Shareholders Meeting, to establish the total amount of the annual remuneration of the Management. The Board of Directors is charged with effectuating the disbursement of this allocated amongst the members of Management. At the General 05/27/ :28:07 Pág: 76

77 Shareholder s Meeting of April 30, 2010, the monthly, global remuneration limit was established for the Company s Management (Board of Directors and Executive Board). For the periods ended on June 30, 2010 and June 30, 2009, the total remuneration (salaries and profit-sharing) for the Company s board members, directors and principal executives was R$2,037 and R$1,836 respectively (R$2,503 and R$2,161 consolidated), with compensation falling within the limits approved in corresponding Shareholders Meetings. The Company and its affiliates do not grant post-employment benefits, employment contract rescission benefits, or other long-term benefits for management and its employees (except for the Stock Option Purchase Plan described in Note 20). 28. STATEMENT OF EXTENDED RESULTS Pursuant to CPC 26 (IAS 1) Presentation of Accounting Statements, the Company is demonstrating below the changes in extended results for the fiscal years ending June 30, 2010 and June 30, 2009: Parent Company Consolidated Net income for the period 26,565 25,992 31,973 31,673 Other comprehensive income: Equity adjustments of investments (907) 2,111 (907) 2,111 Other comprehensive income total (907) 2,111 (907) 2,111 Comprehensive income 25,658 28,103 31,066 33, SUBSEQUENT EVENTS Debentures B2W issued a second round of simple debentures, non-convertible into shares, in species, with a floating guarantee, single series, for public distribution with limited placement, under a firm subscription guarantee as described in the terms of CVM Instruction 476/09 ( Debentures ), for a total annual of R$100 million. On July 21, 2010, 100 debentures were issued with a single nominal unitary value of R$1 million maturing on July 21, The nominal unitary value of the debentures will be adjusted by the IPCA and paid on the maturity date of the debentures. In addition, the debentures will be remunerated at a fixed interest rate of 8.4% per year, paid annually. Its Board of Directors approved the issue of the debentures by the Company on July 14, The funds from the issue of debentures will be used to reinforce the working capital of the Company. 05/27/ :28:07 Pág: 77

78 FIDC At the Board of Directors meeting held January 27, 2011, conditions were approved for establishing a Credit Rights Investment Fund ( FIDC ), whose objective is the acquisition of the credit rights belonging to the Company and others, as anticipated in the Regulations, that originate through credit card payment means used in the sale of products and services on the part of the Company, which will operate under the following principal terms a) Eligible receivables: credits against accredited commercial establishments for the acceptance of electronic means of payment for the purchase and sale of products and services through payment cards, responsible for the capture and processing of the respective electronic transactions and for the payment of these transactions to the respective commercial establishments; b) Initial Net Equity: R$541,500; c) Issue of senior quotas: 1 st issue of 1,643 quotas in the amount of R$300 each, totaling R$492,900; d) Issue of subordinated mezzanine quotas: 1 st issue of 72 subordinated mezzanine quotas in the amount of R$300 each, totaling R$21,600; e) Issue of subordinated junior quotas: 1 st issue of 90 subordinated junior quotas in the amount of R$300 each, totaling R$27,000, to be subscribed and fully paid in by the FIDC assignors under the terms of the regulations. The assignors of the operation shall be the Company and its parent company Lojas Americanas S/A. f) Benchmark: (i) senior quotas: 111% of the DI rate and (ii) subordinated mezzanine quotas: 155% of the DI; g) Maturities: the first issue mature in 60 months; h) Redemption date: as of the 60 th month; i) Payment of remuneration: two times a year (each semester); j) Lead coordinator: BB - Banco de Investimento S.A.; k) Manager: Votorantim Asset Management Distribuidora de Títulos e Valores Mobiliários Ltda.; l) Custodian: Citibank Distribuidora de Títulos e Valores Mobiliários S.A. The Fund was called FÊNIX FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS DO VAREJO established as a closed fund, governed by CMN Resolution 907 of November 29, 2001 and by CVM Instruction 356/01. The Regulation of the fund is available at the following website: 05/27/ :28:07 Pág: 78

79 Capital Increase At a meeting held on March 23, 2011, the Board of Directors approved an increase in the paid in capital of the Company, within the capital limits authorized for private subscription, an amount approximating R$1 billion, through the issue of 46,253,470, shares, all normal, registered with nominal value, at an issue price of R$21.62 per share. The issue price of the shares was fixed based on the weighted average of the volume of trading at closing prices of the shares of the Company during the last seven trading sessions of the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ), during the period between March 14 at March 22, 2011, with a discount of 10%. Up to the date of the release of these financial statements, the parent company, Lojas Americanas S.A., purchased the total number of shares to which it is entitled through its rights of preference in the subscription of new shares, for a total integrated amount of capital of the Company in the amount of approximately R$566 million. In addition, the parent company, has indicated its intention to purchase the surplus shares available that correspond to 4,523,608 shares (approximate 10.84% of the total) that will be distributed pro rata primarily among the shareholders that indicate interest in acquisition of the excess shares, as described in article 171, paragraph 7, b, of law 6.404/76. The period for the purchase of the extra shares ends on May 6, With the subscription of all of the shares issued, the paid in capital of the Company became R$1,182,490,663.74, represented by 159,816,337 common shares, all nominal, registered and with no par value. The purpose of the increase in the paid in capital of the Company is to improve its capital structure, allowing a significant increase in investments for ecological innovation and/or the development of logistics and operations. 30. STATEMENT OF VALUE ADDED FOR THE FISCAL PERIODS ENDING ON JUNE 30, 2010 AND 2009 Parent Company Consolidated Description REVEUNUES 1,953,328 1,782,951 2,113,393 1,937,124 Sales of goods and services 1,954,465 1,783,311 2,103,791 1,931,630 Allowance for doubtful accounts (1,137) (360) 9,602 5,494 MERCHANDISE ACQUIRED FROM THIRD PARTIES (1,689,126) (1,517,684) (1,800,033) (1,622,483) 05/27/ :28:07 Pág: 79

80 Costs of goods and services sold (1,532,378) (1,390,901) (1,608,610) (1,478,442) Materials, energy, third party services and other (156,748) (126,783) (191,423) (144,041) RETAINED (29,481) (31,841) (23,317) (23,758) Depreciation and amortization (29,481) (31,841) (23,317) (23,758) NET VALUE ADDED GENERATED BY THE COMPANY 234, , , ,883 VALUE ADDED RECEIVED BY TRANSFER 57,713 34,212 61,055 58,159 Equity income 3,314 2, Financial revenues 54,399 32,166 61,055 58,159 TOTAL VALUE ADDED TO DISTRIBUTE 292, , , ,042 DISTRIBUTION OF VALUE ADDED 292, , , ,042 Employees 29,499 29,343 36,343 34,122 Wages, charges, and benefits 29,499 27,404 36,203 32,183 Management fees - 1, ,939 Taxes 42,446 59,511 72,574 92,063 Federal 17,476 16,505 42,180 43,534 State 24,574 42,744 29,200 47,778 Municipal , Remunation of the third party capital 193, , , ,184 Interest 179, , , ,923 Rentals 14,496 10,898 14,874 11,261 Other Remunation of the own capital 26,566 25,992 31,973 31,673 Dividends Retained profit 26,566 25,992 31,973 31,673 05/27/ :28:07 Pág: 80

81 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE PARENT COMPANY PERFORMANCE IN THE QUARTER See item 12.1 Comments on the consolidated performance in the quarter below. 05/27/ :28:07 Pág: 81

82 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER B2W ANNOUNCES GROWTH OF 11% IN CONSOLIDATED EBITDA IN 2Q10. (RESTATEMENT) Rio de Janeiro, August 5 th, 2010 B2W - Companhia Global do Varejo (BOVESPA: BTOW3), the leading online retail company in Brazil, formed from the merger between Americanas.com and Submarino, announces today its consolidated results for the 2 nd quarter of 2010 (2Q10) and 1 st half of 2010 (1H10). The financial statements were prepared and are presented in accordance with the norms issued by the Securities Exchange Commission (known locally as CVM), as well as the Novo Mercado listing rules. Except when otherwise specified, the analyses refer to the consolidated results. B2W s portfolio is composed of the brands Americanas.com, Submarino, Shoptime, Blockbuster Online, Ingresso.com, Submarino Finance and B2W Viagens, offering over 30 categories of products and services through Internet, telesales, catalogs, TV and kiosks. B2W FINANCIAL AND OPERATIONAL HIGHLIGHTS 2Q10 and 1H10 Consolidated Results Gross Revenue (R$ million) 1,029 1,059 1,904 2,071 2Q09 2Q10 1H09 1H10 EBITDA (R$ million) and EBITDA Margin (%GR) 11.6% 10.8% % 10.9% Q09 2Q10 1H09 1H10 Cash Conversion Cycle (in days) 97 +3% +11% -10 days day 96 +9% +11% 116 2Q09 1Q10 2Q10 2Q10 - IFRS Financial and Operational Highlights Gross Revenue (GR): +3% in 2Q10 and +9% in 1H10 In 2Q10, GR reached R$1,059.1MM, representing a growth of 3% in comparison with 2Q09. The growth in 1H10 was of 9% versus 1H09. Net Revenue (NR): +11% in 2Q10 and +20% in 1H10 NR increased from R$858.7MM in 2Q09 to R$953.8MM in 2Q10, a growth of 11%. In 1H10, NR reached R$1,867.1MM, +20% versus 1H09. Selling, General and Administrative Expenses: -6% in 2Q10 SG&A expenses totaled R$140.0MM in 2Q10, a reduction of 6% comparing to 2Q09. In 1H10, SG&A expenses increased 5% versus 1H09. EBITDA: +11% in 2Q10 and in 1H10 EBITDA reached R$122.4MM in 2Q10, representing a 11% growth. In 1H10 reached R$225.6MM, growth of 11% versus 1H09. EBITDA Margin: +0.8 p.p. in 2Q10 The EBITDA Margin was 11.6% of GR in 2Q10, an increase of 0.8 p.p. comparing to 10.8% of GR in 2Q09. In 1H10, the EBITDA Margin was 10.9% of GR, versus 10.7% of GR in 1H09. Cash Conversion Cycle: 96 days in 2Q10 The cash conversion cycle of the Parent Company was 96 days in 2Q10, an improvement of 1 day compared to 2Q09, and an improvement of 97 days in relation to 1Q10. In IFRS the cash conversion cycle was 116 days. International expansion of tickets sales B2W continues expanding the online sales of movie tickets, and besides the presence in over 1,100 cinema s rooms across Brazil, already operates in 239 rooms in Mexico and 74 rooms in Argentina. Submarino Card: penetration reached 29% The participation on sales made on the Submarino website reached 29% in June 10. Parent Company Results: Gross Revenue: Reached R$1,005.2MM in 2Q10, with growth of 2% in relation to 2Q09. In 1H10 the growth was 9% comparing to 1H09. EBITDA Margin: Reached 11.3% of GR in 2Q10, increasing 0.8 p.p. in relation to 2Q09. In 1H10 the margin was 10.7% of GR comparing to 10.5% of GR in 1H09. 05/27/ :28:07 Pág: 82

83 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER GENERAL CONSIDERATIONS B2W - Companhia Global do Varejo is the leading online retail company in Brazil and was formed in December of 2006, from the merger of Americanas.com and Submarino. The financial statements were prepared and are presented in accordance with the norms issued by the Securities Exchange Commission (known locally as CVM), as well as the Novo Mercado listing rules and include accounting changes introduced by the IFRS. Except when otherwise specified, the analyses refer to the Consolidated results of B2W (Americanas.com, Submarino, Shoptime, Blockbuster Online, Ingresso.com, Submarino Finance and B2W Viagens). TAX CHANGE EXPLANATION During the 2 nd quarter of 2009 a tax change, known in Portuguese as Substituição Tributária, took effect in the state of São Paulo for certain categories of products, such as consumer electronics, computers, home and small appliances, toys, printers, office supplies and telephones, among others. These products represent a substantial part of total B2W sales, which are 100% dispatched from São Paulo, and therefore fully subject to the tax regime of the state. The Substituição Tributária introduces a significant modification in the way that ICMS (state VAT) is charged, once it means the advanced collection of tax at the time of purchase of goods, based on the retaining price (mark-up) established by tax authorities. Under the new tax regime, the ICMS is accounted in the line of Cost of Goods Sold (COGS), and no more in the line of deductions in sales, a fact that implies an increase in Net Revenue. Due to this increase, the Gross Margin, EBITDA Margin and Net Margin as a percentage of the Net Revenue were significantly reduced, nevertheless without having an actual reduction in their nominal value. In the 2 nd quarter of 2010, the tax change was responsible for most of the difference between the growth rate of Gross Revenue and Net Revenue in comparison with the previous year. For comparison purposes, the margins usually calculated as a percentage of the Net Revenue should be calculated as a percentage of the Gross Revenue, as suggested in the table below: OVER NET REVENUE 2Q10 Restatement 2Q09 Restatement Variation R$ MM % NR R$ MM % NR % p.p. Gross Revenue 1, % 1, % 3% -8.9 p.p. Net Revenue % % 11% - Gross Profit % % 1% -2.7 p.p. EBITDA % % 11% -0.1 p.p. OVER GROSS REVENUE 2Q10 Restatement 2Q09 Restatement Variation R$ MM % GR R$ MM % GR % p.p. Gross Revenue 1, % 1, % 3% - Net Revenue % % 11% 6.7 p.p. Gross Profit % % 1% -0.4 p.p. EBITDA % % 11% 0.8 p.p. 05/27/ :28:07 Pág: 83

84 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER This way it is possible to cross off the effect of the tax change on the margins in the year on year comparison. In the tables above, it can be noted that the Gross Margin calculated as a percentage of the Net Revenue would have reduced by 2.7 percentage points, from 30.2% in the 2 nd quarter of 2010 to 27.5% in the 2 nd quarter of This line, when calculated as a percentage of the Gross Revenue, shows a negative variation of 0.4 percentage point, passing from 25.2% in the 2 nd quarter of 2009 to 24.8% in the 2 nd quarter of Similarly, the EBITDA margin calculated as a percentage of the Net Revenue would have reduce 0.1 percentage point, passing from 12.9% in the 2 nd quarter of 2009 to 12.8% in the 2 nd quarter of This line, when calculated as a percentage of the Gross Revenue, presents a positive variation of 0.8 percentage point, passing from 10.8% in the 2 nd quarter of 2009 to 11.6% in the 2 nd quarter of CONSOLIDATED PERFORMANCE COMMENTS GROSS REVENUE [+3% in 2Q10 and +9% in 1H10] Consolidated Gross Revenue, considering Present Value Adjustments of credit card sales, totaled R$1,059.1 million in the 2 nd quarter of 2010, up 3% over the same period of 2009, when the Gross Revenue amounted to R$1,029.4 million. In the 1 st half of 2010, the Consolidated Gross Revenue reached R$2,071.2 million in comparison to R$1,903.6 in the 1 st half of 2009, a growth of 9%. 3% 9% 1,029 1,059 1,904 2,071 2Q09 2Q10 1H09 1H10 NET REVENUE [+11% in 2Q10 and +20% in 1H10] Consolidated Net Revenue in the 2 nd quarter of 2010 reached R$953.8 million, a growth of 11% against R$858.7 million reached in the 2 nd quarter of In the 1 st half of 2010, the Consolidated Net Revenue reached R$1,867.1 million comparing to R$1,553.2 million in the 1 st half of 2009, a growth of 20%. 20% 11% 1, , Q09 2Q10 1H09 1H10 05/27/ :28:07 Pág: 84

85 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER GROSS PROFIT [+1% in 2Q10 and +7% in 1H10] Consolidated Gross Profit in the 2 nd quarter of 2010 was R$262.4 million, with margin of 27.5% of Net Revenue, and growth of 1% compared with R$259.4 million, with margin of 30.2% of Net Revenue reached in the 2 nd quarter of Analyzing the Gross Profit over Gross Revenue to exclude the tax change effects, the gross margin reached 24.8% in the 2 nd quarter of 2010, compared to 25.2% in the 2 nd quarter of In the 1 st half of 2010, the Gross Profit reached R$521.2 million, with margin of Net Revenue of 27.9%, comparing to R$485.1 million and margin of 31.2% of Net Revenue in the same period of the preceding year, a growth of 7%. Analyzing the gross profit over Gross Revenue in the 1 st half of 2010 the gross margin reached 25.2%, comparing to 25.5% in the 1 st half of % 7% Q09 2Q10 1H09 1H10 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES [-6% in 2Q10 and +5% in 1H10] Consolidated Selling, General and Administrative expenses (SG&A) reached R$140.0 million in the 2 nd quarter of 2010, representing a reduction of 6% in comparison with the 2 nd quarter of In the 1 st half of 2010, Consolidated Selling, General and Administrative expenses (SG&A) reached R$295.6 million, representing a growth of 5% in relation to the same period in preceding year. It grows less than the gross revenue s growth, witch shows the Company efforts in reducing expenses. -6% 5% Q09 2Q10 1H09 1H10 05/27/ :28:07 Pág: 85

86 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER EBITDA [+11% in 2Q10 and +11% in 1H10] and EBITDA Margin [+0.8 p.p. in 2Q10 and p.p. in 1H10] Consolidated EBITDA totaled R$122.4 million, in the 2 nd quarter of 2010, with margin of 12.8% of Net Revenue, representing an increase of 11% in comparison to R$110.7 million obtained in the 2 nd quarter of 2009, with the margin of 12.9% of Net Revenue. Analyzing EBITDA over Gross Revenue, the EBITDA margin reached 11.6% in the 2 nd quarter of 2010, compared with 10.8% in the 2 nd quarter of 2009, an improve of 0.8 percentage point. In the 1 st half of 2010, the consolidated EBITDA reached R$225.6 million, with margin of Net Revenue of 12.1%, comparing to R$202.8 million and margin of Net Revenue of 13.1% in the same period of the preceding year. Considering EBITDA over Gross Revenue, the EBITDA margin in the 1 st half of 2010 reached 10.9%, comparing to 10.7% in the 1 st half of % 11% 10.8% 11.6% 10.7% 10.9% Q09 2Q10 1H09 1H10 (Obs.: EBITDA margins calculated as percentage of Gross Revenue) FINANCIAL RESULT [R$-75.9MM in 2Q10 and R$-138.2MM in 1H10] In the 2 nd quarter of 2010, net financial expenses totaled R$75.9 million, representing a variation of 21% versus the net financial expenses of R$62.9 million of the 2 nd quarter of In the 1 st half of 2010, net financial expenses totaled R$138.2 million, representing a change of 14% in relation to the net financial expenses of R$120.9 million in the 1 st half of According to changes introduced by the IFRS, financial result is impacted by the reversion of Present Value Adjustments in gross revenue, deduction on sales and cost of goods sold. The impact of each one of those lines in the financial result is shown in the following table: Conciliation of Financial Results Quarter Restatement Semester Restatement 2Q10 2Q09 Δ% 1H10 1H09 Δ% Net Financial Result without Adjustments (81.5) (58.5) 39% (149.4) (130.7) 14% Reversion of PV Adjust. on Sales and Taxes - current year % % Reversion of PV Adjust. on suppliers (16.8) (20.9) -20% (31.0) (38.4) -19% Reversions of Present Value Adjustments 5.6 (4.4) -227% % Net Financial Result (75.9) (62.9) 21% (138.2) (120.9) 14% 05/27/ :28:07 Pág: 86

87 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER The Company s financial expenses are comprised of interest over loans, cost of discounting receivables, taxes over financial transactions, monetary adjustments over liabilities and other expenses. NET INCOME [R$17.9MM in 2Q10 and R$32.0MM in 1H10] Net Income in the 2nd quarter of 2010 totaled R$17.9 million (1.9% of Net Revenue), compared to R$19.5 million (2.3% of Net Revenue) registered in the same period of Analyzing over Gross Revenue, to exclude the tax change effects, the net margin reached 1.7% in the 2nd quarter of 2010, compared with 1.9% in the 2nd quarter of In the 1st half of 2010, the Net Income reached R$32.0 million (1.7% of Net Revenue), versus R$31.7 million (2.0% of Net Revenue) obtained in the same period of the preceding year. Analyzing over Gross Revenue, the net margin in the 1st half of 2010 reached 1.5%, comparing to 1.7% in the 1st half of Earnings per share, excluding shares in treasury, was R$ in the 2nd quarter of 2010, compared to R$ obtained in the 2nd quarter of Considering the 1st half of 2010 the earnings per share reached R$ comparing to R$ in the same period of the same period in the preceding year. From EBITDA to Net Income Quarter Restatement Semester Restatement 2Q10 2Q09 Δ% 1H10 1H09 Δ% EBITDA % % Depreciation / Amortization (11.8) (11.9) -1% (23.3) (23.8) -2% Net Financial Result (75.9) (62.9) 21% (138.2) (120.9) 14% Non-operational expenses and Others * (9.3) (6.5) 43% (16.1) (9.7) 66% Income tax and social contribution (7.5) (9.9) -24% (16.0) (16.7) -4% Net Income % % Earnings per share % % Outstanding shares 110, , , ,194 * accounted as Other Operational Expenses" according to the Law /07 It is noteworthy that the Present Value (PV) Adjustments had a negative net effect of R$3.5 million in the 2 nd quarter of 2010, while in the 2 nd quarter of 2009 this effect was negative in R$7.8 million. In the 1 st half of 2010 this effect was negative in R$6.6 million, comparing the negative adjusted of R$4.4 million in the 1 st half of This way, as noted in the table below, excluding the Present Value effects net income was R$38.6 million in 1 st half of 2010, presenting a growth of 7% compared to R$36.1 million in the 1 st half of 2009, on the same basis: 05/27/ :28:07 Pág: 87

88 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER PRESENT VALUE EFFECTS Quarter Restatement Semester Restatement 2Q10 2Q09 Δ% 1H10 1H09 Δ% Accounted Net Income % % (A) Operational Present Value Adjustments (10.9) (7.4) 47% (21.2) (16.5) 28% (B) Financial Present Value Adjustments 5.6 (4.4) -227% % Net Present Value Adjustments (A + B) (5.3) (11.8) -55% (10.0) (6.7) 49% Fiscal Effects % % Present Value Adjustments in Net Income (3.5) (7.8) -55% (6.6) (4.4) 50% Net Income excluding Present Value Adjust % % Net Margin (%GR) 2.0% 2.7% -0.7 p.p. 1.9% 1.9% 0.0 p.p. COMMENTS ON PARENT COMPANY PERFORMANCE INDEBTEDNESS B2W has adopted and practiced a strict policy of preserving cash and lengthening debt. It is worthwhile mentioning that B2W s cash balance at the end of the 2 nd quarter of 2010, amounting R$464.2 million, still higher than the Company's short-term debt that totaled R$133.9 million. It is also observed that the short-term debt in June 30, 2010, decreased R$293.3 million compared to June 30, Moreover, the long-term debt increased by R$604.7 million in the same period, increasing the average maturity, passing from 626 days in the end of June, 2009 to 967 days in the end of June, 2010 (from 20 to 32 months). R$ million Indebtedness Parent Company 6/30/2010 3/31/2010 6/30/2009 Restatement Restatement Restatement Short Term Debt Long Term Debt 1, , Total Debt (1) 1, , ,195.9 Cash and Equivalents Accounts Receivable net of Discounts and present value adjustments Total Cash (2) Net Cash (Debt) (2) - (1) (635.8) (664.2) (425.8) Average Maturity of Debt Accounts receivable from clients are comprised of credit card receivable, which are liquid, and should be considered as cash. The breakdown of B2W accounts receivable, in Parent Company vision, is demonstrated in the table below: 05/27/ :28:07 Pág: 88

89 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER Accounts Receivable Conciliation 6/30/2010 3/31/2010 6/30/2009 Restatement Restatement Restatement Gross Credit-Cards Receivable 1, , ,348.9 Receivable Discounts (960.7) (1,029.1) (999.7) Accounts Receivable net of Discounts and present value adjustments Present value adjustment (12.5) (9.3) (15.2) Alowance for doubtful accounts (22.9) (21.5) (8.3) Other accounts receivable Net Accounts Receivable - Parent Company NO FOREIGN CURRENCY EXPOSURE B2W registered in the end of the 2 nd quarter of 2010 short and long term debt in foreign currency. These obligations are ENTIRELY PROTECTED against any variations in foreign currency through swap contracts, in which B2W replaces the foreign exchange risks for the variation of the local interest rate (CDI, or Brazilian Interbank Rate). CHANGES IN THE NET WORKING CAPITAL The Company aims to improve continuously the financial statements presentation keeping simultaneously accordance with the account principles generally accepted. In this context, it was made an account reclassification of suppliers receivable value, previously classified as accounts receivable, to a reductive account of suppliers payable balance, aiming a better comparability. These reclassifications have not modified the net working capital. Also in the 2nd quarter of 2009, the Tax Change ( Substituição Tributária or just ST ) took effect in most of the products sold by the Company. Thus, besides the explained effect on Net Revenue and margins, the ST also leads to changes in the working capital, since the taxes on purchases and sales are being incorporated into the Cost of Goods Sold (COGS), implying in changes in the Inventories and Suppliers in the Balance Sheet. The ST effect is almost null in the calculation of Inventories days, because the variation of Inventories in the balance sheet occurs in the same proportion as the variation of COGS in the income statement. However, for the supplier s days calculation the effect is negative, because the change in the balance sheet is substantially lower than the variation of COGS. Thus, on the net working capital charts presented on this press release, the calculation of Suppliers in days is being presented pro-forma, with the inclusion of the ST effects for the quarters preceding the tax change, in a way to analyze properly the historical evolution. NET WORKING CAPITAL [96 days in Cash Conversion Cycle in 2Q10] To maintain comparability in the analysis, in the old accounting rules the Cash Conversion Cycle of the Parent Company was 96 days in the 2nd quarter of 2010, representing an improvement of 1 day compared to 97 days in the 2nd quarter of At the end of the 2nd quarter of 2010, the Cash Conversion Cycle of the Parent Company in IFRS was 116 days. 05/27/ :28:07 Pág: 89

90 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER Cash Conversion Cycle day BETTER 2Q09 3Q09 4Q09 1Q10 2Q10 2Q10 - IFRS (Cash Conversion Cycle = Inventories processing period + Credit Card collection period Suppliers Payment period) B2W, confirming its commitment to maximizing shareholder value, still working in the management of working capital variables. Opportunities of improvement in internal processes and negotiation with suppliers continue being implemented, and we are certain that better levels can be achieved. EQUITY RESULT [R$1.1MM in 2Q10 and R$3.3MM in 1H10] The equity result includes, basically, the subsidiaries Ingresso.com, B2W Viagens and Submarino Finance. In the 2nd quarter of 2010, the equity result reported a net gain of R$1.1 million. In the 1st half of 2010, the equity result reached R$3.3 million, representing a growth of 65% in relation to the 1st half of The results posted by the company s subsidiaries is gradually evolving, witch make us optimistic regarding their growth outlook. 05/27/ :28:07 Pág: 90

91 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER LOGISTIC AND TECHNOLOGICAL INTEGRATION The investments in the integration of technology and logistics platforms, which were postponed in 2009, were retaken and should be finalized by the end of The Company s plan is to operate two different distribution centers, with integrated inventory attending the three core business brands. With this, the objective is to minimize the operational risks and improve the working capital of the Company. During the 1st half of 2010 the B2W invested a total of R$142.8 million in Consolidated, this total is 65% over the total invested in the same period of preceding year, and almost the same value invested during the hole year of 2009, that totaled R$143.2 million. These investments were mainly concentrated in the technological and logistic fronts. SUBSIDIARIES KEY METRICS AND HIGHLIGHTS Ingresso.com. Showing the success of the international expansion plan, B2W continues expanding the online sales of movie tickets, and already operates in 239 room in Mexico and 74 in Argentina, through a partnership with Cinemark. Moreover, starts searching for new countries to replicate the business model. In Brazil, Ingresso.com operate in more than 1,100 cinema s rooms, keeping a strong level of sales, boosted by the sale of tickets to blockbusters movies, to theaters with marked seating and by the growing view of 3D films. B2W Viagens. The travel operations continue to present high growth rates, in line with the business plan. In the 2 nd quarter of 2010 were launched new tools of hotel reservation and airfares, witch reduce the number of steps and the waiting time in the transactions, allowing a better combination in the selection of interactive trips. The Company also continues to invest in innovation, variety of destinations and service quality, always offering the best market conditions in its three brands: Submarino Viagens, Americanas Viagens and Shoptime Viagens. Submarino Finance. Purchases made with the Submarino Card continue evolving gradually, and have reached the participation of 29% in total sales of the Submarino website in June Currently Submarino Card has a base of over 530,000 cards issued. 05/27/ :28:07 Pág: 91

92 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER CORPORATE GOVERNANCE AND CAPITAL MARKETS B2W is subject to the listing rules of Novo Mercado, the highest Corporate Governance level of the Sao Paulo Stock Exchange. It includes an ownership structure exclusively comprised of common shares and the election of independent members to the Board of Directors. B2W s Board of Directors is comprised of nine members, five of whom are appointed by Lojas Americanas, and other four independent members. Lojas Americanas and B2W have entered into a Voting and Assumption of Debt Agreement, which rules corporate governance and stock ownership matters. For a 4-year period as of December 13, 2006, Lojas Americanas is forbidden from acquiring additional shares of B2W in excess of 10% of the free float, without the prior approval of the majority of the independent members of the Board of Directors. Additionally, Lojas Americanas was not allowed to sell its B2W s shares for 2 years as of the same date. The request to be registered as a publicly-traded company and the listing of its shares under the highest corporate governance level, Novo Mercado, were approved by the Brazilian Securities and Exchange Commission (CVM) and the São Paulo Exchange (Bovespa) on July, 25 and 26, 2007, respectively. B2W common shares are listed on the São Paulo Exchange (Bovespa) and have been traded under ticker BTOW3 since August 8, A brief description of the major corporate events occurred during the first half of 2010 is presented below: On December 31, 2009, was held a board meeting to elect Mr. Murilo dos Santos Corrêa as Investor Relation Officer (IRO) and Mr. Jorge Alberto de Faria Reis as cooperative Chief Operations Officer (co- COO). On April 30, 2010, were held the Ordinary and Extraordinary General Meetings, when the following resolutions were approved: 1. Approval of financial statements for the year ended in December 31, Appropriation of net income for the year ended in December 31, 2009, and approval of the distribution of dividends totaling R$ 11,307, (eleven million, three hundred and seven thousand, one hundred and eighteen reais and forty-six cents). 3. Proposal for adoption of the Capital Expenditures budget for fiscal year of Renewal of Mr. Celso Alves Ferreira Louro to the position of Board member. In the Board meeting held in May 3, 2010, there was ratified unanimously the resignation of Mr. Augusto Marques da Cruz Filho, and the conduction of Mr. Carlos Eduardo Rugani Barcellos to the position of independent Board member. In July 14, 2010 was approved, in a Shareholders Meeting, the second Company s debenture issuance, to public distribution in the local capital market, under the regime of firm commitment underwriting, with limited efforts of placement. The debentures were issued in July 21, 2010 in total value of R$100 million and final maturity in July 21, The captured resources with the debenture issuance will be used to reinforcement of the Company s working capital. Minutes of last meetings and other financial or corporate information about B2W are available in our website 05/27/ :28:07 Pág: 92

93 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER EXHIBIT I QUARTERLY INCOME STATEMENT B2W - Companhia Global do Varejo Income Statements (in million of Brazilian reais, except earnings per share) 2Q10 Restatement Parent Company Period ended on June 30 2Q09 Restatement Delta 2Q10 Restatement Consolidated Period ended on June 30 2Q09 Restatement Delta Gross Revenues 1, , % 1, , % PV Adjustment on sales (36.0) (39.5) (36.0) (39.5) Taxes, returns and rebates (104.7) (174.4) -41% (115.2) (183.2) -38% PV Adjustments on taxes Net Revenues % % Cost of goods sold (686.3) (597.9) 16% (706.6) (618.9) 15% PV Adjustments on Inventories Gross Profit % % Gross Margin (% NR) 26.3% 29.5% -3.2 p.p. 27.5% 30.2% -2.7 p.p. Gross Margin (% GR) 23.8% 24.6% -0.8 p.p. 24.8% 25.2% -0.4 p.p. Operating Expenses (149.8) (161.0) -7% (161.1) (167.1) -4% Selling Expenses (107.8) (118.8) -9% (118.1) (125.9) -6% General and Administrative Expenses (17.5) (19.3) -9% (21.5) (22.4) -4% Expenses with Stock Options Plan (SOP) (0.4) (0.4) 0% (0.4) (0.4) 0% Depreciation and amortization (14.8) (15.9) -7% (11.8) (11.9) -1% Other Operational Expenses (9.3) (6.6) 41% (9.3) (6.5) 43% Operating result before net financial results % % Net Financial Result (68.0) (57.8) 18% (75.9) (62.9) 21% Net Financial Result - without PV adjustments (73.6) (53.4) 38% (81.5) (58.5) 39% Reversion of PV Adjust. on Sales and Taxes - current year % % Reversion of PV Adjustments on suppliers - current year (16.8) (20.9) -20% (16.8) (20.9) -20% Equity result in subsidiaries % - - Income tax and social contribution (8.8) (5.5) 60% (8.9) (7.6) 17% Fiscal effects by Law (2.3) -161% 1.4 (2.3) -161% Net Income % % Net Margin (% NR) 1.7% 2.0% -0.3 p.p. 1.9% 2.3% -0.4 p.p. Net Margin (% GR) 1.5% 1.7% -0.2 p.p. 1.7% 1.9% -0.2 p.p. EBITDA % % EBITDA Margin (% NR) 12.5% 12.6% -0.1 p.p. 12.8% 12.9% -0.1 p.p. EBITDA Margin (% GR) 11.3% 10.5% 0.8 p.p. 11.6% 10.8% 0.8 p.p. Total Shares (thousand) 113, , , ,535 Treasury Shares (thousand) 3,341 3,341 3,341 3,341 Free Float (thousand) 110, , , ,194 Earnings per Share (R$) % % 05/27/ :28:07 Pág: 93

94 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER EXHIBIT II INCOME STATEMENT FOR THE SEMESTER B2W - Companhia Global do Varejo Income Statements (in million of Brazilian reais, except earnings per share) 1H10 Restatement Parent Company Period ended on June 30 1H09 Restatement Delta 1H10 Restatement Consolidated Period ended on June 30 1H09 Restatement Delta Gross Revenues 2, , % 2, , % PV Adjustment on sales (70.2) (78.0) (70.2) (78.0) Taxes, returns and rebates (198.8) (347.9) -44% (223.0) (375.1) -42% PV Adjustments on taxes Net Revenues 1, , % 1, , % Cost of goods sold (1,331.8) (1,044.2) 29% (1,376.0) (1,104.9) 26% PV Adjustments on Inventories Gross Profit % % Gross Margin (% NR) 26.1% 30.6% -4.5 p.p. 27.9% 31.2% -3.3 p.p. Gross Margin (% GR) 23.7% 25.1% -1.4 p.p. 25.2% 25.5% -0.3 p.p. Operating Expenses (299.2) (299.8) 0% (335.0) (315.8) 6% Selling Expenses (222.8) (225.5) -1% (257.1) (245.0) 5% General and Administrative Expenses (30.0) (31.7) -5% (37.7) (36.4) 4% Expenses with Stock Options Plan (SOP) (0.8) (0.9) -11% (0.8) (0.9) -11% Depreciation and amortization (29.5) (31.8) -7% (23.3) (23.8) -2% Other Operational Expenses (16.1) (9.9) 63% (16.1) (9.7) 66% Operating result before net financial results % % Net Financial Result (126.4) (108.9) 16% (138.2) (120.9) 14% Net Financial Result - without PV adjustments (137.6) (118.7) 16% (149.4) (130.7) 14% Reversion of PV Adjust. on Sales and Taxes - current year % % Reversion of PV Adjustments on suppliers - current year (31.0) (38.4) -19% (31.0) (38.4) -19% Equity result in subsidiaries % - - Income tax and social contribution (13.7) (6.4) 114% (17.8) (10.8) 65% Fiscal effects by Law (5.9) -131% 1.8 (5.9) -131% Net Income % % Net Margin (% NR) 1.5% 1.8% -0.3 p.p. 1.7% 2.0% -0.3 p.p. Net Margin (% GR) 1.4% 1.5% -0.1 p.p. 1.5% 1.7% -0.2 p.p. EBITDA % % EBITDA Margin (% NR) 11.8% 12.9% -1.1 p.p. 12.1% 13.1% -1.0 p.p. EBITDA Margin (% GR) 10.7% 10.5% 0.2 p.p. 10.9% 10.7% 0.2 p.p. Total Shares (thousand) 113, , , ,535 Treasury Shares (thousand) 3,341 3,341 3,341 3,341 Free Float (thousand) 110, , , ,194 Earnings per Share (R$) % % 05/27/ :28:07 Pág: 94

95 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER EXHIBIT III BALANCE SHEET B2W - Companhia Global do Varejo Balance Sheet Parent Company Consolidated (in million of Brazilian reais) 6/30/2010 6/30/2009 6/30/2010 6/30/2009 Restatement Restatement Restatement Restatement ASSETS CURRENT ASSETS Cash and equivalents Accounts receivables Inventories Recoverable taxes Prepaid expenses and others Total current assets 1, , , ,511.0 NON CURRENT ASSETS Deferred tax income and social contribution Escrow deposits and other receivables Investments Plant, property and equipament Intangible asset Deferred charges Total non-current assets TOTAL ASSETS 2, , , ,129.6 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Suppliers Loans and financing Salaries and social charges security Taxes payable Other accounts payable Total current liabilities ,171.1 NON-CURRENT LIABILITIES Long-term liabilities Loans and financing 1, , Recoverable taxes Provision for contingencies and other accounts payable Total non-current liabilities 1, , SHAREHOLDERS' EQUITY Capital Capital Reserves Equity valuation adjustments 0.3 (0.7) 0.3 (0.7) Income reserves and others (14.3) Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 2, , , , /27/ :28:07 Pág: 95

96 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER EXHIBIT IV CASH FLOW STATEMENT FOR THE SEMESTER B2W - Companhia Global do Varejo Cash Flow Statement (in million of reais) Parent Company Consolidated Operating Activities 06/31/ /31/2009 Delta 06/31/ /31/2009 Delta Restatement Restatement Restatement Restatement Net Income Adjust for non cash and non operating items: Depreciation and amortization (2.3) (0.5) Deferred income tax and social contribution 11.4 (1.6) Interest, monetary and currency changes (28.4) (34.4) Equity result in subsidiaries (3.3) (2.1) (1.2) Others 8.4 (8.7) (9.7) 23.1 Adjusted Net Income (Cash Earnings) (1.2) (2.9) Change in Working Capital: Accounts receivable (56.9) (122.2) Inventory (30.7) (56.2) 25.5 (33.8) (45.4) 11.6 Suppliers (59.1) 85.9 (145.0) (46.6) 87.1 (133.7) Change in Working Capital: (55.4) (176.4) (57.8) (244.3) Change in Assets: Prepaid expenses (0.8) 13.5 (14.3) (0.8) 11.9 (12.7) Escrow deposits (0.6) (4.1) 3.5 (0.6) (4.2) 3.6 Recoverable taxes 8.9 (13.4) (10.7) 19.7 Other accounts receivable (current and non-current) 7.3 (112.5) (107.1) Change in assets: 14.8 (116.5) (110.1) Change in Liabilities Salaries and social charges security Taxes payable (0.5) (20.6) 20.1 (3.6) (20.4) 16.8 Other liabilities (current and non-current) (11.3) (6.3) (5.0) (12.7) (22.6) 9.9 Change in liabilities: (10.7) (26.0) 15.3 (14.9) (42.4) 27.5 Cash flow from operating activities (31.0) (86.7) Investing Activities Investment in subsidiaries - (1.0) Purchases of property, plant and equipment and intangible assets (135.5) (83.7) (51.8) (142.8) (86.6) (56.2) Cash Flow from investing activities (135.5) (84.7) (50.8) (142.8) (86.6) (56.2) Financing Activities Additions Payments (283.2) (270.9) (12.3) (289.6) (346.2) 56.6 Debentures (19.2) (28.6) 9.4 (19.2) (28.6) 9.4 Marketable securities (276.7) (273.7) Discount of receivables (275.6) (234.4) (41.2) (283.7) (234.4) (49.3) Repurchase of shares issued by the Company - (0.8) (0.8) 0.8 Dividends (11.3) (18.0) 6.7 (11.3) (18.0) 6.7 Cash Flow from financing activities (34.0) (26.9) (7.1) (41.6) (106.1) 64.5 Change in cash balance (51.2) 37.7 (88.9) (49.7) 28.8 (78.5) Beginning Cash Balance Ending Cash Balance /27/ :28:07 Pág: 96

97 COMMERCIAL COMPANY, INDUSTRIAL AND OTHERS Base Date 03/31/ COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER INFORMATION ABOUT WEBCAST AND CONFERENCE CALL Conference calls with simultaneous translation into English, followed by a bilingual Q&A session will be held as follows: EBITDA Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses is presented as additional information because we believe it represents an important indicator of our operating performance, as well as being useful for the purpose of comparison of our performance with that of other retail sector companies. However, no number should be considered by itself as a substitute for net income calculated according to Brazilian Corporate Law and the rules of the Brazilian Securities Exchange Commission (CVM) or, furthermore, as a measure of the profitability of the Company. Moreover, our calculations may not be compatible with similar measures adopted by other companies. We make forward-looking statements that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements include statements regarding our intent, belief or current expectations or that of our directors or executive officers. Forward-looking statements also include information concerning our possible or assumed future results of operations, as well as statements preceded by, followed by, or that include the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future results and shareholder values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond B2W ability to control or predict. 05/27/ :28:07 Pág: 97