B2W - Companhia Digital Quarterly Information (ITR) at September 30, 2015 and report on review of quarterly information

Transcription

1 (A free translation of the original in Portuguese) B2W - Companhia Digital Quarterly Information (ITR) at September and report on review of quarterly information

2 (A free translation of the original in Portuguese) Report on the review of quarterly information To the Board of Directors and Shareholders B2W - Companhia Digital Introduction We have reviewed the accompanying parent company and consolidated interim accounting information of B2W - Companhia Digital ("Company"), included in the Quarterly Information Form (ITR) for the quarter ended September, comprising the balance sheet at that date and the statements of income and comprehensive income for the quarter and nine-month periods then ended, and the statements of changes in equity and cash flows for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of the parent company and consolidated interim accounting information in accordance with the accounting standard CPC 21 - "Interim Financial Reporting", of the Brazilian Accounting Pronouncements Committee (CPC) and International Accounting Standard (IAS) 34 - "Interim Financial Reporting" issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" and ISRE "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion on the interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim accounting information included in the quarterly information 2 PricewaterhouseCoopers, Rua do Russel 804, Edifício Manchete, Térreo, 6 o e 7 o, Rio de Janeiro, RJ, Brasil T: (21) , F: (21) ,

3 referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM. Other matters Statements of value added We have also reviewed the parent company and consolidated statement of value added for the nine-month period ended September. These statements are the responsibility of the Company's management, and are required to be presented in accordance with standards issued by the CVM applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which do not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the interim accounting information taken as a whole. Rio de Janeiro, November 10, 2015 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 "F" RJ Cláudia Eliza Medeiros de Miranda Contadora CRC 1RJ087128/O-0 3

4 Balance sheet In thousands of reais (A free translation of the original in Portuguese) Parent Company ASSETS 09/30/ /31/ /30/ /31/2014 CURRENT Cash and cash equivalents 120, , , ,349 Marketable securities 794,816 1,151,224 1,084,604 1,315,849 Accounts receivables 137,085 68, , ,640 Inventories 1,295,094 1,343,832 1,360,702 1,366,221 Recoverable taxes 160, , , ,594 Prepaid expenses 37,070 29,593 42,773 31,696 Other current assets 99,221 67, ,145 75,541 Assets available for sale 47,131-55,320 - Total current assets 2,692,100 2,973,876 3,633,042 4,027,889 NON-CURRENT Long-term assets: Marketable securities 29,105 28, Recoverable taxes 744, , , ,957 Deferred income tax and social contribution 565, , , ,974 Judicial deposits 19,824 23,412 20,169 30,127 Related parties 26,109 44,645-5,736 Other non-current assets Investments 338, , Fixed assets 504, , , ,169 Intangible 2,110,542 1,838,439 2,611,254 2,071,241 Total non-current assets 4,339,275 3,553,183 4,631,984 3,607,075 TOTAL ASSETS 7,031,375 6,527,059 8,265,026 7,634,963

5 Balance sheet In thousands of reais (continued) Parent Company LIABILITIES AND SHAREHOLDERS' EQUITY Note 09/30/ /31/ /30/ /31/2014 CURRENT Suppliers 31 1,316,823 2,084,955 1,364,713 2,145,347 Borrowings and financing , , , ,967 Debentures 18 22, , Salaries, provisions and social contributions 57,041 45,897 81,569 65,723 Taxes payable 19 18,822 12,115 43,526 29,279 Income tax and social contribution ,607 5,361 Other current liabilities 149, , , ,070 Liabilities on assets available for sale - - 8,189 - Total current liabilities 1,996,943 2,704,792 2,300,160 3,107,329 NON-CURRENT LIABILITIES Long-term liabilities: Borrowings and financing 17 1,845, ,181 2,446,948 1,135,018 Debentures , , , ,000 Provisions for contingencies 20 45,503 40, ,365 40,375 Related parties ,336 - Other non-current liabilities 82,600 67, ,024 72,786 Total non-current liabilities 2,173, ,810 3,103,673 1,448,178 SHAREHOLDERS' EQUITY Capital 22 (a) 3,632,101 3,605,326 3,632,101 3,605,326 Capital reserve 22(d) 24,773 12,671 24,773 12,671 Carrying value adjustments (329) (420) (329) (420) Accumulated losses (795,460) (538,120) (795,460) (538,120) Total shareholders's equity 2,861,085 3,079,457 2,861,085 3,079,456 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 7,031,375 6,527,059 8,264,918 7,634,964 The accompanying notes are an integral part of these financial statements. 2 of 64

6 Statement of operations Period ended September 30,2015 In thousands of reais, except the (losses) earnings per thousand shares in reais (A free translation of the original in Portuguese) Parent Company 09/30/ /30/ /30/ /30/2014 Net revenue 5,648,198 4,912,762 6,105,966 5,218,146 Cost of goods and services sold (4,416,324) (3,802,717) (4,834,855) (3,936,586) Gross profit 1,231,874 1,110,045 1,271,111 1,281,560 Operating income (expenses) Selling expenses (840,317) (761,961) (765,178) (841,204) General and administrative expenses (191,508) (126,852) (276,248) (179,256) Management fees (15,900) (4,945) (16,111) (5,120) Other operating income (expenses) (44,052) (24,066) (50,968) (25,685) Result before financial result 140, , , ,295 Finance income 240, , , ,671 Finance costs (749,453) (661,740) (802,479) (774,322) Finance result, net (509,125) (469,402) (548,530) (512,651) Equity accounting (14,127) (655) - - Loss before income tax and social contribution (383,155) (277,836) (385,924) (282,356) Income tax and social contribution Current - - (17,080) (2,267) Deferred 125,815 93, , ,371 Loss for the period (257,340) (184,252) (257,377) (184,252) Atributed to controlling shareholers (257,340) (184,252) (257,340) (184,252) Atributed to non-controlling shareholers (37) The accompanying notes are an integral part of these financial statements. 3 of 64

7 Statement of comprehensive result Period ended September 30,2015 In thousands of reais, except the (losses) earnings per thousand shares in reais (A free translation of the original in Portuguese) Current Quarter 07/01/2015 to 09/30/2015 Parent Company Cumulative Exercise 01/01/2015 to 09/30/2015 Current Quarter 07/01/2015 to 09/30/2015 Cumulative Exercise 01/01/2015 to 09/30/2015 Loss for the period -124, , , ,377 Other comprehensive results Accumulated conversion adjustment Total comprehensive result (124,260) (257,249) (124,297) (257,286) Atributed to controlling shareholers - - (124,260) (257,249) Atributed to non-controlling shareholers - - (37) (37) The accompanying notes are an integral part of these financial statements. 4 of 64

8 Statement of changes in shareholders' equity In thousands of reais (A free translation of the original in Portuguese) Capital Capital reserv e Carry ing v alue adjustm ents Accum ulated losses Balance at January 1, ,605,326 12,671 (420) (538,120) 3,079,457 Total comprehensive result Net loss for the period (257,340) (257,340) Foreign exchange variation of offshore investments Capital transactions with partners Capital increase 26,775 26,775 Stock option plan 12,102 12,102 Balance at September 3,632,101 24,773 (329) (795,460) 2,861,084 T otal The accompanying notes are an integral part of these financial statements. 5 of 64

9 Statement of changes in shareholders' equity In thousands of reais (A free translation of the original in Portuguese) Capital Capital reserve Carry ing value adjustm ents Accum ulated losses Non-controlling shareholders participation Balance at January 1, ,605,326 12,671 (420) (538,120) 3,079,457 Total comprehensive result Net loss for the period (257,340) (257,340) Foreign exchange variation of offshore investments Capital transactions with partners Capital increase 26,775 26,775 Resourses for capital increase non-controlling shareholders Stock option plan 12,102 12,102 Balance at September 3,632,101 24,773 (329) (795,460) 2,861,193 T otal The accompanying notes are an integral part of these financial statements. 6 of 64

10 Statement of cash flows Period ended September In thousands of reais (A free translation of the original in Portuguese) Cash flows from operating activities Parent Company 09/30/ /30/ /30/ /30/2014 Loss for the period (257,340) (184,252) (257,340) (184,252) Adjustments to net income (loss): Depreciation and amortization 157,917 89, , ,995 Deferred income tax and social contribution (125,815) (93,584) (145,627) (100,371) Interest and indexation and exchange variances 88, , ,417 53,838 Equity accounting 14, Others 39,056 2,639 13,058 10,334 Minority participation - - (37) - Adjusted loss (83,716) 9,898 (68,445) (115,456) Decrease (increase) in operational assets: Accounts receivable 155,094 (152,742) 141,464 (279,424) Inventories 32, ,911 (11,083) 97,145 Recoverable taxes (256,719) (118,330) (250,459) (164,426) Prepaid expenses (7,477) 5,130 (11,211) 739 Judicial deposits 3, ,942 (6,229) Accounts receivable related parties (125,590) (47,611) 32,932 (44,804) Other accounts receivable (current and non-current) (27,146) (16,971) (25,404) (15,973) (226,114) (219,567) (113,819) (412,972) Increase (decrease) in operation liabilities: Suppliers (763,506) (569,572) (773,577) (538,957) Payroll and related charges 11,144 15,605 17,143 29,881 Taxes and contributions (current and non-current) 8,778 4,921 27,476 11,957 Other accoutns payable (current and non-current) (9,443) 15,117 35, ,667 (753,027) (533,929) (693,870) (392,452) Net cash provided by (used in) operational activities (1,062,857) (743,598) (876,134) (920,880) Cash flow from investing activities: Marketable securities 356, , , ,365 Fixed assets (91,660) (105,599) (98,817) (128,646) Intangible (398,407) (482,923) (364,767) (542,121) Investments (114,933) (12,337) - - Value paid because of subisidiaries acquisition - - (170,470) - Net cash used in investment activities (248,982) 18,093 (427,935) 178,598 Cash flow from financing activities: Borrowings and financing (current and non-current): Funding 1,481, ,896 1,518, ,379 Debentures (current and non-current) 1,481, ,896 1,518, ,379 Payments (114,264) (2,016,918) (389,701) (2,065,898) Total amortized loans and debentures (114,264) (2,016,918) (389,701) (2,065,898) Discount of receivables (150,464) 282,498 72, ,108 Capital increase in cash 26,775 2,406,922 26,775 2,406,922 Capital reserve 4,081-4,081 - Net cash provided by financing activities 1,247, ,398 1,232, ,511 Increase (decrease) in cash and cash equivalents (64,470) 99,893 (71,634) 96,229 Opening balance of cash and cash equivalents 185,353 80, ,349 89,501 Closing balance of cash and cash equivalents 120, , , ,730 Increase (decrease) in cash and cash equivalents (64,470) 99,893 (71,634) 96,229 The accompanying notes are an integral part of these financial statements. 7 of 64

11 Statement of value added Period ended September In thousands of reais (A free translation of the original in Portuguese) Parent Company 09/30/ /30/ /30/ /30/2014 Revenues Sales of goods and services 6,465,063 5,584,962 7,075,078 6,049,934 Other revenues Reversal (allowance) for doubtful accounts (10,372) (1,873) (16,434) (1,294) 6,454,819 5,583,089 7,058,786 6,048,640 Goods acquired from third parties Costs of goods and services sold (5,124,206) (4,522,523) (5,664,037) (4,794,283) Materials, energy, third party services and others (507,656) (452,865) (392,198) (508,429) Loss / recuperation of asset value (22,966) - (25,998) - (5,654,828) (4,975,388) (6,082,233) (5,302,712) Gross value added 799, , , ,928 Depreciation and amortization (157,917) (89,042) (176,084) (104,995) Net value added generated by the Company 642, , , ,933 Value added received in transfer Equity result (14,127) (655) - - Finance income 240, , , , , , , ,671 Total value added to distribute 868, ,342 1,054, ,604 Distribution of value added Employees Direct compensation 238, , , ,324 Benefits 57,724 33,001 67,017 37,548 Guarantee fund for years of service 18,987 14,819 26,532 18, , , , ,285 Taxes and contributions Federal (74,325) (79,411) (58,897) (77,268) State 51,091 33,918 56,987 49,443 Municipal 2, ,439 5,251 (20,543) (44,866) 7,529 (22,574) Compensation of third party capital Interest 749, , , ,322 Rentals 81,022 55,373 98,134 61,617 Others , , , ,145 Remuneration of own capital Loss for the period (257,340) (184,252) (257,340) (184,252) Participation of non-controlling shareholers in accumulated losses - - (37) - (257,340) (184,252) (257,340) (184,252) Total value added to distribute 868, ,342 1,054, ,604 The accompanying notes are an integral part of these financial statements. 8 of 64

12 Press Release 3Q15 B2W DIGITAL ANNOUNCES GMV UP 26% TO R$ 2.7 BILLION IN 3Q15 Marketplace continues rapid expansion, growing by 750% and achieving a share of 10.1% in total GMV Rio de Janeiro, Brazil, November 12, 2015: B2W Digital (Bovespa: BTOW3), the largest, most beloved and fastest growing digital company in Latin America, announces today its results for the 3rd quarter of MESSAGE FROM MANAGEMENT Despite a challenging macro environment, B2W Digital is committed to investing in creating the best digital customer experience in Latin America. This investment is yielding significant gains in market share, Marketplace, mobile adoption, and, most importantly, net new customers. KEY INDICATORS 3Q15 3Q14 Delta GMV (R$ MM) 2,667 2, % Market Share 26.5% 24.1% +2.4 p.p. Marketplace (R$ MM) % Marketplace Participation (%) 10.1% 1.5% +8.6 p.p. Mobile (% of Traffic) 34.8% 19.6% p.p. Net New Customers (K) 1,874 1,796 n.a. 3Q15 BUSINESS HIGHLIGHTS B2W Digital announced the sale of Ingresso.com for R$ 280 million. The transaction was approved by CADE in October 2015 and will be completed by the end of the year. The sale of Ingresso.com concentrates the Company s efforts even more on e-commerce, Marketplace and digital services, in line with the strategic plan. B2W Digital s investments to be closer to the customer generate cost avoidance of R$ 1.6 billion. During the 3-year investment plan, the Company has more than doubled its sales, while at the same time improving its customer complaints/lawsuits expense from 5.8% to 0.8% of gross revenue. Opening of two new Distribution Centers: one in São Paulo and one in Rio de Janeiro. With this movement, the Company now has 11 DCs located across the country, expanding storage capacity by 35%. All DCs are fully customized for e-commerce and prepared to support the capacity of B2W as well as Marketplace sellers through B2W Fulfillment. B2W Digital now operates with 139 hubs across Brazil. In less than two years B2W has grown its network of hubs from 15 to 139, all of which are strategically located to support the Company s verticalized distribution system. Launch of the SouBarato credit card via Digital Finance. After the successful launch of Digital Finance in 2014, in partnership with Cetelem, B2W Digital is now offering exclusive credit cards for the SouBarato brand, the largest online outlet in Brazil.

13 Press Release 3Q15 STRATEGIC INITIATIVES ENHANCING THE DIGITAL PLATFORM Commercial and Marketing o For the 13th consecutive quarter, B2W Digital successfully grew above the market, resulting in further market share gain and consolidating the Company s leadership position in Latin American e-commerce, expanding its market share by 6.6 p.p. since the beginning of the investment plan, from 19.9% in 1H12 to 26.5% in 3Q15. o Product assortment grew by 63.4% compared to the end of 3Q14. o Building on the success of last year s Black Friday, during which B2W achieved a market share of 40% and 30 days worth of sales in a single event, B2W s entire platform is prepared for another record-breaking shopping season. Marketplace Evolution o B2W Digital s Marketplace has already attracted over 2,000 merchants which will be selling live on the Company s platform by the end of o GMV from Marketplace is poised to continue its rapid development, having nearly doubled sequentially over the past couple quarters, and the Company is optimistic about its prospects for 4Q15. o Sellers are increasingly gravitating toward B2W s Marketplace platform due to the Company s industryleading traffic, beloved brands, and unparalleled level of service, including the full technology and logistics solutions through B2W Services, the result of the strategic acquisitions made in the past few years. o Customer satisfaction with Marketplace sellers improved by 60% during the year (according to customer surveys). o B2W Digital remains confident it can build upon the recent momentum of this business and achieve sustained high levels of GMV growth in 2016 and beyond. Fulfillment Infrastructure o Demonstrating the Company s commitment to be closer to its customers, B2W Digital has opened 2 new DCs during 2015, reaching 11 DCs in total across Brazil with a total area of over 500 thousand square meters. Consequently, total storage capacity expanded by 35% since the end of o B2W Digital also operates with 139 hubs strategically located to support its verticalized delivery network, a 48% increase since the end of o In 2013 and 2014 B2W Digital acquired two of the main providers of last mile transportation in Brazil (Click- Rodo and Direct), which have now been integrated to form the B2W Distribution Unit. o In two years of operation, B2W Distribution Unit s participation in total deliveries has increased from below 5% to 60%. o The Company s verticalization of the last mile has made possible the creation of the Shipping Menu, which offers up to 6 delivery options for the whole country since its launch in March 2015: Same Day, Next Day, Fast, Standard, Scheduled Delivery and, most recently, Click & Collect, which is already available in over 170 stores and with plans to reach 200 by the end of the year. o Aside from being a differentiated shopping experience relative to the competition, the Shipping Menu is a profitable operation for B2W, with shipping revenues covering more than shipping costs. Mobile and Technology o Traffic from mobile reached 34.8% of overall visits in 3Q15, an increase of 15.2 p.p. compared to 3Q14. o B2W Digital is leading the shift from desktop to mobile, with mobile apps available for all four major brands (Americanas.com, Submarino, Shoptime and SouBarato) for IOS and Android. o During the third quarter the number of mobile app downloads increased by over 100% compared to the same period last year. o In addition, B2W Digital continues to enhance the customer shopping experience with user experience improvements including new customer control panels, responsive web design, and new mobile checkout systems. Digital Services

14 Press Release 3Q15 o Since 2013, B2W has acquired 11 businesses, consisting of 9 best-in-class IT companies and the 2 main providers of last mile transportation in Brazil, resulting in the creation of B2W Services. o B2W Services offers the full suite of IT and logistics solutions to support Marketplace sellers and the online stores of large brands, including [B] Seller (webstore and ERP solution) and [BFF] B2W Fulfillment (storage, delivery and customer service). o The July 2015 acquisition of the Sieve Group, which has more than 2,000 clients and monitors more than 8,000 websites, expands the capabilities of B2W Services with expertise in areas such as pricing intelligence for online and offline stores (Sieve and Infoprice, respectively), online security services (Site Blindado), Marketplace integration (SkyHub) and digital marketing solutions (Admatic). o B2W Fulfillment, launched in March 2015, represents an important link between B2W s customers and Marketplace sellers. o B2B full commerce solutions (storage, delivery and customer service) was initially offered to large-scale sellers such as Ambev, BRF and Motorola. As other Marketplace sellers continue to scale their business, they are increasingly opting to use BFF to meet their logistical needs while benefiting from the same high quality of customer service as B2W. o In addition, B2W Digital offers advertising services, leveraging its renowned brands and leading traffic profile. Financial Services o Submarino Finance: 1.4 million cards issued and 32% participation in sales on the Submarino website. o Digital Finance: Replicating the model of Submarino Finance, less than a year ago the Company launched credit cards on its Americanas.com and Shoptime websites. Based on the early success of Digital Finance, the Company is now launching credit cards for the SouBarato brand. o Collectively, more than 300 thousand cards have already been issued by Digital Finance in less than a year. o Advantages to the customer include access to exclusive discounts, rewards program, and additional credit limit to purchase on B2W websites, while advantages to B2W include lower MDR, higher purchase frequency, and higher average ticket. o Other financial products such as insurance and extended warranty continue to gain traction within B2W s platform. Customer Service o The Company has won all the main customer service awards in the past 3 years (e.g. e-bit and Reclame Aqui awards). o B2W Digital s main brands continue to be recognized as best-in-class in terms of customer service, having been awarded the highest rating by Reclame Aqui with the RA 1000 Seal since o Average grade of 7.2 given by customers who registered complaints according to Reclame Aqui, compared to just 5.6 for the competition. o 79% of customers who registered complaints on Reclame Aqui would shop again on B2W s sites, compared to just 58% for the competition. Digital Talent Magnet o The B2W team continues to make the difference, as the Company counts with the top digital talent platform in Latin America. o Over 1,000 engineers working exclusively for B2W Digital. o 100% retention of top engineering talent from acquired digital companies, reflecting the Company s status as the premier tech employer in the region. o 3 centers of innovation and technology (BITs: B2W Innovation and Technology centers) located in Rio de Janeiro and São Paulo to create a culture of collaboration and innovation. FINANCIAL HIGHLIGHTS

15 Press Release 3Q15 The commentary that follows below is in relation to the consolidated financial results of the third quarter of 2015, which exclude the effects of the sale of B2W Viagens as well as the consolidation of B2W Digital s transportation subsidiaries. For more information related to these effects, please refer to Appendix IV. GMV: In 3Q15, despite a tough macro-economic environment, GMV grew by an impressive rate of 25.8%, reaching R$ 2,667.1 million compared to R$ 2,119.7 million in 3Q14. This result was principally driven by the rapid development of the Marketplace, which grew by 749.8% during the quarter and reached a participation of 10.1% in consolidated GMV. Net Revenue: In 3Q15, net revenue reached R$ 2,066.0 million compared to R$ 1,818.6 million in 3Q14, representing a growth rate of 13.6%. Gross Profit: In 3Q15, gross profit grew by 15.5%, reaching R$ million compared to R$ in 3Q14. As a result, gross margin expanded by 0.4 p.p., increasing from 23.5% in 3Q14 to 23.9% in 3Q15, driven mainly by higher contribution from the Marketplace. Selling, General and Administrative Expenses: In 3Q15, selling, general and administrative expenses totaled R$ million, which represents 16.6% of net revenues, an increase of 0.5 p.p. compared to 3Q14. Adjusted EBITDA: In 3Q15, Adjusted EBITDA reached R$ million, growing by 12.2% over the R$ million registered in 3Q14. During this period, Adjusted EBITDA margin was 7.3%, a variation of 0.1 p.p. in relation to the same period during the preceding year. Net Financial Result: In 3Q15, net financial expense was R$ million, representing an increase of 17.7% in relation to the net financial expense of R$ million presented in 3Q14. During this period, the average CDI rate increased by 26.1%, partially mitigated by the reduction in the average number of installment payments for credit card sales, with days of credit card receivables decreasing to 59 in 3Q15, a reduction of 17 days compared to 3Q14. Net Result: As a result of the above, in 3Q15 the net result was R$ million, compared to the R$ million obtained in 3Q14. Cash Management: o Working Capital: Net working capital days as of September was 59. When compared to September 30, 2012, the period during which the Company announced its Investment Plan, net working capital days improved by 35 days against the 94 days registered on that date. This result reinforces the Company s efforts to manage the main variables of working capital and its commitment to maximize shareholder value. o Capex: B2W uses its cash generation prioritizing investments that present optimal returns to shareholders. Thus, in 9M15 the consolidated investments in plant, property and equipment and intangibles (development of websites and systems) totaled R$ million, or 7.7% of net revenue, a 5.3 p.p. reduction compared to 9M14, when capex was 13.0% of net revenue. In this way, the accumulated Adjusted EBITDA during 9M15 covered 89.4% of Capex, compared to 53.2% in 9M14. Financial Debt: B2W s cash balance at 09/30/2015 amounted to R$ 1,664.4 million, more than three times the sum of the Company's short-term debt and debentures, which totaled R$ million. APPENDIX I: ABOUT B2W DIGITAL

16 Press Release 3Q15 B2W is the largest, most beloved and fastest growing digital company in Latin America. We have built the only digital ecosystem in Latin America that connects people, products, services and businesses. B2W's portfolio consists of four leading brands in different segments of e-commerce, the fastest growing Marketplace business in Latin America and a comprehensive platform of digital services in the technology, distribution and finance verticals. The following chart illustrates the current organizational structure of B2W: Evolution of the business platform: APPENDIX II: MARKET SHARE AND COST AVOIDANCE

17 Press Release 3Q15 MARKET SHARE EVOLUTION COST AVOIDANCE (IMPROVEMENT IN CUSTOMER SERVICE LEVEL) Cost Avoidance Complaints/Lawsuits Expense Rate - %GR (2012) 5.8% Complaints/Lawsuits Expense Rate - %GR (2015) 0.8% Estimated Achieved Savinngs - R$ MM ( ) 1,572 Estimated Potential Savings - R$ MM ( ) 5,635 CAPEX R$ MM (2013-9M15) 1,976 Potential Net Gain R$ MM 5,231 APPENDIX III: FINANCIAL STATEMENTS

18 Press Release 3Q15 INCOME STATEMENT EXCLUDING THE EFFECTS OF THE SALE OF B2W VIAGENS AND THE CONSOLIDATION OF B2W DIGITAL S TRANSPORTATION SUBSIDIARIES B2W - Companhia Digital Income Statements Period ended on September 30 Period ended on September 30 (in million of Brazilian reais) 3Q15 3Q14 Variation 9M15 9M14 Variation Gross Merchandise Volume (GMV) 2, , % 7, , % Gross Sales and Services Revenue 2, , % 7, , % Taxes on sales and services (332.2) (269.5) 23.3% (965.5) (752.2) 28.4% Net Sales and Services Revenue 2, , % 6, , % Cost of goods and services sold (1,572.4) (1,391.4) 13.0% (4,625.7) (3,937.9) 17.5% Gross Profit % 1, , % Gross Margin (% NR) 23.9% 23.5% 0.4 p.p. 23.5% 23.6% -0.1 p.p. Operating Revenue (Expenses) (406.9) (333.3) 22.1% (1,174.6) (960.3) 22.3% Selling expenses (293.1) (264.7) 10.7% (891.2) (789.5) 12.9% General and administrative expenses (49.4) (27.8) 77.7% (114.9) (72.7) 58.0% Depreciation and amortization (64.4) (40.8) 57.8% (168.5) (98.1) 71.8% Operating Result before Net Financial Result and Equity Accounting % % Net Financial Result (202.9) (172.4) 17.7% (535.5) (501.8) 6.7% Financial revenues % % Financial expenses (307.6) (270.7) 13.6% (789.3) (762.0) 3.6% Other operating income (expenses)* (15.2) (7.6) 100.0% (23.0) (22.6) 1.8% Income tax and social contribution % % Net Result (89.0) (58.3) 52.7% (205.5) (173.4) 18.5% Net Margin (% NR) -4.3% -3.2% -1.1 p.p. -3.4% -3.4% 0.0 p.p. Adjusted EBITDA % % Adjusted EBITDA Margin (% NR) 7.3% 7.4% -0.1 p.p. 6.9% 6.9% 0.0 p.p. * In the the former accounting rules, considered as "non-operating income". BALANCE SHEET

19 Press Release 3Q15 B2W - Companhia Digital Balance Sheet (in million of Brazilian reais) ASSETS CURRENT ASSETS Cash and banks Marketable securities 1, Accounts receivable Inventories 1, Recoverable taxes Prepaid expenses and other accounts Total Current Assets 3, ,331.6 NON CURRENT ASSETS 09/30/ /30/2014 Deferred income tax and social contribution Recoverable taxes Escrow deposits and other receivables Plant, property and equipment Intangible assets 2, ,006.2 Total Non-Current Assets 4, ,263.4 TOTAL ASSETS 8, ,595.0 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Suppliers 1, ,340.7 Loans and financing Debentures Salaries and social contribution Taxes payable Deferred income tax and social contribution Other accounts payable Total Current Liabilities 2, ,027.6 NON-CURRENT LIABILITIES Long-term liabilities: Loans and financing 2, ,219.2 Debentures Related parties Provision for contingencies and other accounts payable Total Non-Current Liabilities 3, ,515.5 SHAREHOLDERS' EQUITY Capital 3, ,601.1 Capital reserves Equity valuation adjustment (0.3) (0.6) Accumulated income (losses) (795.5) (559.1) Minority interest Total Shareholders' Equity 2, ,051.9 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 8, ,595.0 CASH FLOW STATEMENT

20 Press Release 3Q15 B2W - Companhia Digital Cash Flow Statement (in million of reais) Operating Activities 09/30/ /30/2014 Variation Net Result for the Period (257.3) (184.3) (73.0) Adjustment to the Net Result: Depreciation and amortization Deferred income tax and social contribution (145.6) (100.4) (45.2) Interest, monetary and currency changes Others Minority participation (0.1) - (0.1) Adjusted Net Result (68.4) (115.6) 47.2 Change in Working Capital: Accounts receivable (279.4) Inventories (11.1) 97.1 (108.2) Suppliers (773.5) (538.9) (234.6) Change in Working Capital: (643.1) (721.2) 78.1 Change in Assets: Prepaid expenses (11.2) 0.7 (11.9) Escrow deposits 9.9 (6.2) 16.1 Recoverable taxes (250.5) (164.4) (86.1) Other accounts receivable (current and non-current) 7.5 (60.8) 68.3 Change in Assets: (244.3) (230.7) (13.6) Change in Liabilities Salaries and social charges security (12.8) Recoverable taxes (current and non-current) Other liabilities (current and non-current) (69.6) Change in Liabilities: (66.9) Cash Flow from Operating Activities (876.1) (920.9) 44.8 Investing Activities Marketable securities (643.3) Purchases of property, plant and equipment assets (98.8) (128.6) 29.8 Intangible assets (364.8) (542.1) Value paid for the acquisition of subsidiaries (170.5) - (170.5) Cash Flow from Investing Activities (428.0) (606.7) Financing Activities Funding 1, ,321.5 Payments (389.7) (2,065.9) 1,676.2 Discount of receivables (227.7) Capital increase in cash ,406.9 (2,380.1) Capital reserves Valuation adjustments Cash Flow from Financing Activities 1, Change in cash balance (71.6) 96.2 (167.8) Beginning Cash Balance Ending Cash Balance APPENDIX IV: NOTE REGARDING THE INCOME STATEMENT

21 Press Release 3Q15 The results presented herein exclude the effects of the sale of B2W Viagens and consolidation of B2W Digital s transportation subsidiaries. Effects from the sale of B2W Viagens On August 31, 2015, the B2W Digital completed the sale of 100% of B2W Viagens to CVC Brasil Operadora e Agência de Viagens S.A. In order to maintain the comparability of results between periods and better reflect the performance of the Company s continuing operations, the results presented herein exclude B2W Viagens in the periods of 3Q15, 3Q14, 9M15 and 9M14, as well as non-recurring effects related to the transaction. Effects in the consolidation of B2W Digital s transportation subsidiaries Click-Rodo and Direct (subsidiaries of B2W Digital) provide merchandise distribution services to the Company, generating an elimination effect in consolidated gross revenue and selling, general and administrative expenses (distribution expenses), according to the present accounting rules. The consolidated gross profit is reduced in an amount equal to the positive effect observed in the selling, general and administrative expenses, but with no effect on Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, regarding the voluntary disclosure of non-accounting information such as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and make it comparable among publicly listed companies. To keep the consistency and the comparability between previous periods, we present the reconciliation of EBITDA. APPENDIX V: INDEBTEDNESS Indebtedness - R$ MM 09/30/ /30/2014 Short Term Debt Short Term Debentures Short Term Indebtedness Long Term Debt 2, ,219.2 Long Term Debentures Long Term Indebtedness 2, ,419.2 Total Debt (1) 3, ,766.0 Cash and Equivalents 1, ,125.7 Credit Card Accounts Receivables Net of Discounts Total Cash (2) 1, ,824.9 Net Debt (Cash) (2) - (1) 1,519.7 (58.9) Net Debt (Cash) / Adjusted EBITDA LTM 2.5 (0.1) Average Maturity of Debt (days) Accounts receivable are mainly composed of credit card receivables, net of the discounted value, which have immediate liquidity and can be considered as cash. The breakdown of B2W s accounts receivable is demonstrated in the following table:

22 Press Release 3Q15 Accounts Receivable Conciliation - R$ MM 09/30/ /30/2014 Gross Credit-Cards Receivable 2, ,413.3 Receivable Discounts (1,726.7) (1,714.1) Credit Card Accounts Receivables Net of Discounts Present Value Adjustment (2.4) (1.9) Allowance for Doubtful Accounts (17.9) (23.3) Other Accounts Receivable Net Accounts Receivable For the purposes of calculating working capital, the consolidated gross credit cards receivables, excluding FIDC, at 09/30/2015 and 09/30/2014 were R$ 1,771.5 million and R$ 1,762.7 million, respectively. The days calculation of accounts receivable is over the accumulated GMV of the last twelve months. APPENDIX VI: DEFINITIONS Net Working Capital Days: Calculated as the sum of credit card accounts receivable days (using GMV as the base) and inventory days, less accounts payable days; considering GMV and COGS over the past 12 months. Net Debt (Cash): Calculated as the sum of short-term and long-term indebtedness, less the sum of cash & equivalents and credit card accounts receivables (net of the discounted balance). Adjusted EBITDA: Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting. GMV (Gross Merchandise Volume): Sales of own merchandise, sales realized on the Marketplace, and other revenues (including commissions from Marketplace sales), after returns and including taxes. Market Share: Total value of placed orders, including those made on the Marketplace, divided by market size (according to e-bit). Net New Customers: Increase in active customer base during the trailing 12 months. Marketplace Participation: Marketplace sales as a percentage of total consolidated GMV. INFORMATION ABOUT THE WEBCAST AND THE CONFERENCE CALL

23 Press Release 3Q15 Conference calls with simultaneous translation into English, followed by a bilingual Q&A session will be held as follows:

24 at September 1 Operating context B2W - Companhia Digital ("B2W", "Company" or "Parent Company", with head offices at Rua Sacadura Cabral, 102, in the City and State of Rio de Janeiro, incorporated through the merger of Americanas.com S.A. - Comércio Eletrônico (Americanas.com) and Submarino S.A., 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 "Controlling Shareholder"), also a publicly held company with shares traded on BM&FBOVESPA under the ticker symbols LAME3 - ON and LAME4 - PN. The Company and its subsidiaries (together, "The Group" or "") 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 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 Digital is the leading e-commerce Company in Latin America and operates through a digital platform, with businesses that present a strong synergy and a unique model, multichannel, multibrand and multibusiness. B2W DIGITAL has a portfolio with the brands Americanas.com, Submarino, Shoptime and SouBarato that offer more than 40 categories of products and services through the internet, telesales, catalogs, TV and kiosks distribution channels. The Company also offers to its clients a lot of services, such as the sales of admission tickets via the internet through Ingresso.com, financial services in Submarino Finance and Digital Finance and movie rentals. The issue of this financial information was authorized by the Board on November 9, Summary of significant accounting policies 2.1 Intermediate financial information The quarterly information, individual and consolidated, are being presented in accordance with the Brazilian Securities Exchange Comission (CVM), with the technical pronouncement CPC 21 (R1) Intermediate Demonstration, issued by Brazilian Accounting Pronouncements Committee (CPC), and with the international rules IAS 34, issued by the International Accounting Standards Board (IASB). 2.2 Accounting Practices In the quarterly information the accounting practices are being presented consistently with the accounting practices adopted in the individual and consolidated financial statements as at December 31, Because of that the quarterly information should be read together with the information as disclosed in the financial statements for the year ended December 31, Presentation of segment information The Company's activities are concentrated in the marketing of products and delivery of services by various means of non-presence 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 cinema tickets, 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 subsidiaries Submarino Finance Promotora de Crédito Ltda. and Digital Finance Promotora de Crédito Ltda., which, by not achieving the minimum quantitative and qualitative parameters, is not being presented as a separate operating segment.

25 at September 2.4 Explanatory notes not presented The quarterly information is presented in accordance with CPC 21 (R1), IAS 34 and the regulations issued by the CVM. Based on this and management's evaluation of the material impacts of the information to be disclosed, the explanatory notes described below are not being presented. The others are being presented so as to allow the complete understanding of this quarterly information when read in conjunction with the accompanying notes disclosed in the financial statements of December 31, Explanatory notes not presented: Detailed summary of the main accounting policies Critical accounting estimates and judgments Insurance coverage Other information 2.5 Present value adjustment The operations for credit purchases, primarily from suppliers of goods and services, were adjusted to their present value taking into account the maturities of these transactions. The average rate used of 13.07% per annum (p.a.) at September (10.78% p.a. at December 31, 2014), was based on funding for the respective periods. The constitution of the present value adjustment of purchases is recorded under "Suppliers" and "Inventory" (Note 9) and the counterpart entries are shown under the heading "Finance costs", through the maturity date, in the case of suppliers, and for the realization of inventories based on the amounts recorded under the heading "Cost of goods sold and services provided." The operations for credit sales, with the same price as cash sales, prefixed, mainly representing credit card installment sales, were brought to their present value taking into account the payment deadlines of the aforementioned transactions. The same treatment was given to the taxes on those sales, considering the effective rate for them. The average rate used of 14.44% p.a. at September (11.96% p.a. at December 31, 2014), was based on receivable discounts on their respective base dates. The present value adjustment of installment sales has a counterpart entry are shown under the heading "Accounts receivable from clients" (Note 8) and its realization is recorded under "Finance income" through the maturity date. 3 Critical accounting estimates and judgments Accounting estimates and judgments are continually evaluated, and are based on historical experience and various other factors, including expectations of future events, which are believed to be reasonable under the circumstances. Up to the period ended September there have not occurred changes in the accounting estimates and judgments in relation to the financial statements disclosed at December 23, Management of financial risk 4.1 Financial risk factors 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 on its installment sales. Under monitoring carried out by its officers and management, and supervised by the Board of Directors, the Company and its affiliates use protection instruments to minimize exposure to these risks. These administrators determine what strategies are to be adopted and Management contracts appropriate protection instruments for each circumstance and inherent risk.

26 at September The Company and its affiliates have no 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, in relation to financial liabilities or available resources. (a) (i) Market risk Exchange rate risk 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$) against foreign currency denominated funding. At September, the position of these derivative financial instruments was the following: Traditional swaps (recorded in the borrowings and financing account): The counterparts to these traditional swaps are the financial institutions that provide borrowings in foreign currency (American dollars). These CDI-referenced swaps aim to cancel exchange risk, transforming the cost of the debt (Note 16) to local currency and interest rates, varying from 121.5% to 123.5% of the CDI. These contracts, at September, amounted to a reference value of R$ 676,790 for the Parent Company (R$ 723,114 in the ) and at December 31, 2014, R$ 256,790 in the Parent Company (R$ 303,114 in the ). These operations are matched in terms of amount, terms, and interest rates. The Company always seeks to liquidate such contracts, together with the respective borrowings that are the subject of the hedge transactions simultaneously. There are no contractual clauses for margin calls in this type of transaction. Parent Company Decem ber 31, 2014 Decem ber 31, 2014 Hedged item 999, ,7 81 1,07 5, ,346 Swap liability position (% CDI) (698,086) (258,367 ) (7 50,505) (305,250) Swap adjustment accounting balance (Note 16 (a)) 300,987 91, ,039 94,096 Parent Company Decem ber 31, 2014 Decem ber 31, 2014 Amortized cost 97 0, ,523 1,046, ,010 Amounts adjusted by the fair value of the covered risks 999, ,7 81 1,07 5, ,346 28, ,258 28, ,336 Amortized cost (97 0,7 01) (328,523) (1,046,87 2) (37 8,010) Fair value (998,17 5) (351,37 4) (1,07 4,626) (401,168) 27, ,851 27, ,158 Amortized cost 697, , , ,07 2 Fair value 698, , , ,250 (898) 1,593 (918) 1,822 (28,37 2) (21,258) (28,67 2) (21,336)

27 at September Considering that the Company's exposure to the risk of wide swings in currency exchange rates is mitigated by traditional swap operations, contracted for exchange protection purposes and, therefore, simultaneously with the respective foreign currency borrowings, the change in the rate of the US dollar compared to the Real due to the current market conditions does not produce any significant impacts on the Company's financial information. (ii) Interest rate risk The Company has no significant interest-bearing assets. 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 borrowings and financing from Brazil's principal financial institutions, and raises funds through debentures, which are substantially (around 80% of the total) indexed to the variation of the Interbank Deposit Certificate (CDI). Relevant fluctuations in the CDI (see analysis of sensitivity item (d) below) raise the possibility of inherent risk. Financial investment policies indexed by the CDI partially mitigate this effect. (b) Credit risk Credit risk is managed at the corporate level. Credit risk stems from cash and cash equivalents, derivative financial instruments, deposits in banks and other financial institutions as well as exposure to client credit. With regard to banks and other financial institutions, the individual risk limits are determined based on internal or external classifications according to the limits set by the Board of Directors. The use of credit limits is regularly monitored. Sales to retail clients are settled in cash or through the main credit cards existing in the market. The credit risk is minimized by the fact that approximately 63% of the Company's sales and those of its subsidiaries are conducted through credit cards administered by the main credit card operators, who have excellent levels of risk classification. The Company and its subsidiaries maintain provisions for doubtful accounts at an amount that is considered by Management sufficient to cover possible losses on its receivables. (c) Liquidity risk Management continuously monitors forecasts for the liquidity requirements of the Company in order to ensure that it has sufficient cash to satisfy its operating needs. This forecast takes into consideration plans for financing the Company's debt, compliance with clauses, compliance with internal targets for the asset balance quotient and, if applicable, external or legal regulatory requirements - for example, currency restrictions. The Treasury invests excess cash in interest-bearing bank accounts, term deposits, short-term deposits and securities, choosing instruments with appropriate maturities with sufficient liquidity that offer a sufficient margin as determined by the aforementioned forecasts. The following table analyzes the non-derivative financial liabilities of the Group and the derivative financial liabilities that are settled on a liquid basis by the Group, through common maturity periods that correspond to the period remaining between the date of the calculation of the net equity balance and the contracted date of maturity. Derivative financial liabilities are included in the analysis if their maturities are essential for an understanding of the cash flows.