B2W - Companhia Global do Varejo Quarterly Information (ITR) at September 30, 2011 and Review Report of Quarterly Information

Transcription

1 B2W - Companhia Global do Varejo Quarterly Information (ITR) at September 30, 2011 and Review Report of Quarterly Information

2 Review Report of Quarterly Information To the Board of Directors and Shareholders B2W - Companhia Global do Varejo Introduction We have reviewed the accompanying parent company and consolidated interim accounting information of B2W - Companhia Global do Varejo, included in the Quarterly Information form (ITR) for the quarter ended September 30, 2011, comprising the balance sheet as at September 30, 2011 and the corresponding statements of income and comprehensive income for the quarter then ended, as well as the statements of changes in equity and cash flows for the quarter then ended, included in 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 interim accounting information in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with accounting standard CPC 21 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. 2

3 Conclusion on the parent company interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information 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 Brazilian Securities Commission (CVM). Conclusion on the consolidated interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34, applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities Commission (CVM). Other matters Interim statement of value added We have also reviewed the parent company and consolidated interim statements of value added for the quarter ended September 30, 2011, included in the parent company and consolidated interim statement of value added (DVA) for the nine-month period ended September 30, 2011, which are required to be presented in accordance with standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which does 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 properly prepared, in all material respects, in relation to the parent company and consolidated interim accounting information taken as a whole. Audit and review of the amounts corresponding to the previous periods The Quarter by Information mentioned in the first paragraph include accounting information corresponding to the statements of income, changes in equity, cash flows and added value for the sixmonth period ended June 30, 2011, obtained from the Quarterly Information for that six-month period and the balance sheet as at December 31, 2010, obtained from the financial statements for December 31, The review of the Quarterly Information for the six-month period ended June 30, 2011 and the examination of the financial statements for the year ended December 31, 2010 were conducted under the responsibility of other independent auditors, who issued unqualified reports at August 4, 2011 and March 16, 2011, respectively. Rio de Janeiro, November 08, 2011 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 "F" DF Claudia Eliza Medeiros de Miranda Contadora CRC 1RJ087128/O-0 3

4 Individual Financial Statements - Balance Sheets Assets (In thousands of Reais) Account Description 09/30/ /31/ Assets 3,199,429 3,034, Current assets 1,946,570 2,095, Cash and cash equivalents 5,534 7, Marketable securities 634, , Marketable securities measured at Fair Value 634, , Marketable securities 634, , Accounts receivables 685, , Customers 685, , Inventories 455, , Inventories 455, , Recoverable taxes 79,707 52, Current recoverable taxes 79,707 52, Recoverable taxes 79,707 52, Prepaid expenses 13,329 17, Prepaid expenses 13,329 17, Other current assets 72,843 59, Others 72,843 59, Other accounts receivable 72,843 59, Non current assets 1,252, , Long-term assets 247, , Marketable securities measured at fair value 17, Marketable securities 17, Deferred taxes 168, , Deferred income and social contribution taxes 168, , Related parties 44,123 45, Subsidiaries 44,123 45, Other non current assets 16,367 13, Escrow deposits 16,367 13, Investments 51,915 40, Equity investments 51,915 40, Investments in subsidiaries 51,915 40, Fixed assets 192, , Fixed assets in operation 192, , Intangible 729, , Intangible 729, , Deferred charges 31,738 44, Deferred charges 31,738 44,030 1

5 Individual Financial Statements - Balance Sheets Liabilities (In thousands of Reais) Account Description 09/30/ /31/ Total liabilities 3,199,429 3,034, Current liabilities 737,793 1,201, Social and labor obligation 14,761 9, Labor obligation 14,761 9, Salaries, fees and contributions 14,761 9, Suppliers 409, , National suppliers 409, , National suppliers 409, , Tax liabilities 2,486 1, Federal tax liabilities (Deferred) income and social contribution taxes payable State tax liabilities 2,468 1, Taxes on goods and services 2,468 1, Municipal tax liabilities Service Tax Loans and financing 286, , Loans and financing 278, , In national currency 278, , Debentures 8, , Debentures 8, , Other liabilities 24,387 30, Others 24,387 30, Dividends and interest on capital payable 0 5, Other liabilities 24,387 25, Non-current liabilities 1,273,759 1,577, Loans and financing 1,203,680 1,532, Loans and financing 884,122 1,032, In national currency 884,122 1,032, Debentures 319, , Debentures 319, , Other Liabilities 5,745 6, Others 5,745 6, Other liabilities 5,745 6, Deferred taxes 49,723 25, Deferred income and social contribution taxes 49,723 25, Provisions 14,611 12, Social security, labor and civil provisions 14,611 12, Tax provisions 1,906 1, Social security and labor provisions 1,879 1, Civil provisions 10,826 9, Shareholders equity 1,187, , Capital stock 1,182, , Capital reserves 9,783 7, Special reserve goodwill 200, , Treasury shares -200, , Stock option plan 9,783 7, Profit reserves 63,581 64, Legal reserve 9,632 9, Additional proposed dividend Treasury shares -18,631-18, Expansion reserve 72,580 72, Accumulated profits/losses -68, Equity adjustment

6 Individual Financial Statements Income Statements (In thousands of Reais) Account Description 07/01/2011 to 09/30/ /01/2011 to 09/30/ /01/2010 to 09/30/ /01/2010 to 09/30/ Net revenue from sales and/or services 924,865 2,792, ,834 2,739, Cost of goods and/or services sold -736,591-2,138, ,435-2,028, Gross profit 188, , , , Operating income (expenses) -168, , , , Selling expenses -110, , , , General and administrative expenses -16,384-34,675-14,314-43, Other operating expenses -44, ,510-28,399-76, Depreciation/Amortization -20,472-61,787-18,484-47, Management fees -1,271-4,644-2,527-4, Other Operating income (expenses) -23,140-78,079-7,388-23, Equity pickup 3,430 11,143 2,230 5, Result before financial result and taxes 20, ,461 92, , Financial result -83, ,808-73, , Financial revenue 83, ,315 33, , Financial expenses -166, , , , Income before income and social -63, ,347 18,909 57,452 contribution taxes 3.08 Income and social contribution taxes 22,560 40,871-5,753-17, Current , Deferred 22,560 40,871-4,818-14, Net Income from continuing operations -40,594-68,476 13,156 39, Net income/loss of the period -40,594-68,476 13,156 39, Common shares

7 Individual Financial Statements Comprehensive Income Statement (In thousands of Reais) Account Description 07/01/201 1 to 09/30/ /01/2011 to 09/30/ /01/2010 to 09/30/ /01/2010 to 09/30/ Net income/loss of the period -40,594-68,476 13,156 39, Other comprehensive results Equity adjustments financial investments Income before income and social contribution taxes Comprehensive adjustment of the period -40,675-68,598 13,433 39,901 4

8 Individual Financial Statements Cash Flow Statements Indirect Method (In thousands of Reais) Account Description 01/01/ /30/ /30/ Net Cash from Operating Activities -272, , Cash provided by operating activities 94, , Net Income of the period -68,476 39, Depreciation and Amortization 61,787 47, Deferred income tax and social contribution -40,871 16, Interest, monetary and currency changes 134, , Equity result in subsidiaries -11,143-5, Others 18,849 6, Changes in assets and liabilities -366, , Costumers accounts receivable -30, , Inventories 56,343-16, Recoverable and deferred Taxes -27,008 13, Prepaid expenses 4,489-1, Escrow deposits -2,954-1, Accounts receivable related parties 1, Other accounts receivable (current and non current) -12, Suppliers -359,275-37, Payroll and related charges 5,532 2, Recoverable taxes (current and non current) Other liabilities (current and non current) -1,921-3, Debts to Related Parties 0 4, Net Cash from Investment Activities -280, , Permanent asset -280, , Investments in Subsidiaries Net cash from Financing activities 551, , Additions , Payments -189, , Debentures -427,467 61, Marketable securities 173,941-2, Cash capital increase 1,000,000-1, Dividends -6,186-11, Shares Buy-back 0 4, Increase (Reduction) in Cash and Cash Equivalents -1,754-51, Opening Balance of Cash and Cash Equivalents 7,288 56, Closing Balance of Cash and Cash Equivalents 5,534 5,297 to 01/01/2010 to 5

9 Individual Financial Statements Statements of changes in Shareholders Equity - 01/01/2011 to 09/30/2011 (In thousands of Reais) Account Description Capital stock Capital reserves, options granted and treasury shares Profit reserves Accumulated profit/losses Other comprehensive results Shareholders equity 5.01 Initial balance 182,491 7,807 64, , Adjusted initial balance 182,491 7,807 64, , Capital transactions with partners 1,000,000 1, ,001, Capital increase 1,000, ,000, Dividends Stock option plan 0 1, , Total comprehensive result , , Net income of the period , , Other comprehensive result Equity adjustment financial investment Final balance 1,182,491 9,783 63,581-68, ,187,877 6

10 Individual Financial Statements Statements of changes in Shareholders Equity 01/01/2010 to 09/30/2010 (In thousands of Reais) Account Description Capital stock Capital reserves, options granted and treasury shares results 5.01 Initial balance 181,566 5,291 41,828 3,209 1, , Adjusted initial balance 181,566 5,291 41,828 3,209 1, , Capital transactions with partners 925 3, , Capital increase Acquired treasury shares 0 4, , Stock option plan Total comprehensive result , , Net income of the period , , Other comprehensive result Equity adjustment financial investment Final balance 182,491 9,108 41,828 42, ,977 Profit reserves Accumulated profit/losses Other comprehensive Shareholders' equity 7

11 Individual Financial Statements Statements of Value Added (In thousands of Reais) Account Description 01/01/2011 to 09/30/ /01/2010 to 09/30/ Revenues 3,081,042 3,032, Sales of products, goods and services 3,084,042 3,034, Other revenues Allowance for doubtful accounts -3,363-1, Goods acquired from third parties -2,779,126-2,620, Costs of products, goods and services -2,397,087-2,382, Materials, energy, third party services and others -375, , Loss/recovery of assets value -6, Gross value added 301, , Retentions -61,787-47, Depreciation, amortization and exhaustion -61,787-47, Net value added generated by the company 240, , Value added received in transfer 156, , Equity income 11,143 5, Financial revenues 145, , Total value added to distribute 396, , Distribution of value added 396, , Employees 72,025 47, Direct compensation 46,996 29, Benefits 15,478 10, Guarantee fund for years of service 5,047 2, Others 4,504 4, Taxes and contributions -7,847 61, Federal -27,296 26, State 18,703 34, Municipal Compensation of third party capital 400, , Interest 377, , Rentals 23,671 21, Others Pay equity -68,476 39, Retained earnings / loss -68,476 39,721 8

12 Consolidated Financial Statements - Balance Sheets Assets (In thousand of Reais) Account Description 09/30/ /31/ Assets 3,700,765 3,212, Current assets 2,487,153 2,324, Cash and cash equivalents 17,135 15, Marketable securities 740, , Marketable securities measured at Fair Value 740, , Marketable securities 740, , Accounts receivable 1,058, , Customers 1,058, , Inventories 493, , Inventories 493, , Recoverable taxes 87,186 54, Current Recoverable taxes 87,186 54, Recoverable taxes 87,186 54, Prepaid expenses 13,360 18, Prepaid expenses 13,360 18, Other current assets 77,255 67, Others 77,255 67, Other accounts receivable 77,255 67, Non current assets 1,213, , Long-term assets 252, , Marketable securities measured at Fair Value Marketable securities Accounts receivable 1,051 1, Other accounts receivable 1,051 1, Deferred taxes 218, , Deferred income and social contribution taxes 218, , Related parties credits 14,766 19, Controllers credits 14,766 19, Other non current assets 17,457 13, Escrow deposits 17,457 13, Fixed assets 205, , Fixed assets in operations 205, , Intangible 755, , Intangibles 755, ,566 9

13 Consolidated Financial Statements - Balance Sheets Liabilities (In thousands of Reais) Account Description 09/30/ /31/ Total liabilities 3,700,765 3,212, Current liabilities 926,761 1,400, Social and labor obligation 17,415 11, Labor obligation 17,415 11, Suppliers 438, , National suppliers 438, , Tax liabilities 18,327 8, Federal tax liabilities 13,470 5, Deferred income and social contribution taxes payable 9,031 2, Industrialized products tax 2,883 2, Program of social integration and contribution to social security financing 1,556 1, State tax liabilities 4,654 2, Taxes on goods and services 4,654 2, Municipal tax liabilities Service tax Loans and financing 419, , Loans and financing 411, , In national currency 411, , Debentures 8, , Debentures 8, , Other liabilities 32,750 42, Others 32,750 42, Dividends and interest on capital payable 0 5, Other liabilities 32,750 37, Non-current liabilities 1,607,374 1,585, Loans and financing 1,518,982 1,535, Loans and financing 1,199,424 1,035, In national currency 1,199,424 1,035, Debentures 319, , Other liabilities 5,744 6, Others 5,744 6, Other liabilities 5,744 6, Deferred taxes 67,739 31, Deferred income and social contribution taxes 67,739 31, Provision 14,909 12, Social security, labor and civil provisions 14,909 12, Tax provisions 1,906 1, Social security and labor provisions 1,879 1, Civil Provisions 10,826 9, Other accounts payable Consolidated shareholders equity 1,166, , Capital stock 1,182, , Capital reserves 9,783 7, Special reserve goodwill 200, , Treasury shares -200, , Stock option plan 9,783 7, Profit reserves 34,224 35, Legal reserve 9,632 9, Additional proposed dividend Treasury shares -18,631-18, Expansion reserve 43,223 43, Accumulated profits/losses -60, Equity adjustment

14 Consolidated Financial Statements Income Statements (In thousands of Reais) Account Description 07/01/2011 to 09/30/ /01/2011 to 09/30/ /01/2010 to 09/30/ /01/2010 to 09/30/ Net revenue from sales and/or services 1,044,205 3,055,516 1,054,574 2,921, Cost of goods and/or services sold -811,983-2,269, ,405-2,116, Gross profit 232, , , , Operating income (expenses) -197, , , , Selling expenses -130, , , , General and administrative expenses -21,296-48,166-17,271-53, Other operating expenses -45, ,259-26,159-68, Depreciation/amortization -19,257-56,676-15,859-39, Management fees -1,376-4,959-2,306-4, Other operating expenses -24,911-85,624-7,994-24, Result before financial result and taxes 34, , , , Financial result -93, ,374-79, , Financial revenue 101, ,920 33, , Financial expenses -195, , , , Income before income and social contribution taxes -58,667-92,934 24,063 72, Income and social contribution taxes 20,780 32,568-8,202-24, Current -7,707-14,408-3,258-10, Deferred 28,487 46,976-4,944-13, Net income from continuing operations -37,887-60,366 15,861 47, Net income/loss of the period -37,887-60,366 15,861 47, Assigned to members of the parent company -37,887-60,366 15,861 47, Common shares

15 Consolidated Financial Statements Comprehensive Income Statements (In thousands of Reais) Account Description 07/01/2011 to 09/30/ /01/2011 to 09/30/ /01/2010 to 09/30/ /01/2010 to 09/30/ Net income/loss of the period -37,887-60,366 15,861 47, Other comprehensive results Equity adjustments financial investments Income tax and social contribution taxes Comprehensive adjustment of the period -37,968-60,488 16,138 47, Assigned to members of the parent company -37,968-60,488 16,138 47,204 12

16 Consolidated Financial Statements Cash Flow Statements Indirect Method (In thousands of Reais) Account Description 01/01/ /30/ /30/ Net cash from operating activities -452, , Cash provided by operating activities 135, , Net income of the period -60,366 47, Depreciation and amortization 56,676 39, Deferred income tax and social contribution -46,981 14, Interest, monetary and currency changes 150, , Others 35,690 11, Changes in assets and liabilities -587, , Costumers accounts receivable -253, , Inventories 47,382-45, Recoverable and deferred taxes -32,267 11, Prepaid expenses 5,424-1, Escrow deposits -3,610-1, Accounts receivable related parties 4,595 15, Other accounts receivable (current and non current) -9,862-5, Suppliers -355,751-12, Payroll and related charges 5,895 3, Recoverable taxes (current and non current) 9, Other liabilities (current and non current) -5,467-4, Net cash from investment activities -299, , Permanent asset -299, , Net cash from financing activities 752, , Additions 402, , Payments -315, , Debentures -427,467 61, Marketable securities 100,201-9, Capital increase in cash 1,000,000-1, Dividends -6,186-11, Share Buy-back 0 4, Increase (reduction) in cash and cash equivalents 1,852-54, Opening balance of cash and cash equivalents 15,283 62, Closing balance of cash and cash equivalents 17,135 7,552 to 01/01/2010 to 13

17 Consolidated Financial Statements Statements of changes in Shareholders Equity - 01/01/2011 to 09/30/2011 (In thousands of Reais) Account Description Capital Stock Capital Reserves, Options Granted and Treasury Shares Profit Reserves Accumulated Profit/Losses Other Comprehensiv e Results Shareholders' Equity Participation of Non Controllers Consildated Shareholders' Equity 5.01 Initial balance 182,491 7,807 35, , , Adjusted initial balance 182,491 7,807 35, , , Capital transactions with partners 1,000,000 1, ,001, ,001, Capital increase 1,000, ,000, ,000, Dividends Stock option plan 0 1, , , Total comprehensive result , , , Net income of the period , , , Other comprehensive result Equity adjustment financial investment Final balance 1,182,491 9,783 34,224-60, ,166, ,166,630 14

18 Consolidated Financial Statements Statements of changes in Shareholders Equity - 01/01/2010 to 09/30/2010 (In thousands of Reais) Account Description Capital Stock Capital Reserves, Options Granted and Treasury Shares Profit Reserves Accumulated Profit/Losses Other Comprehensive Results Shareholders' Equity Participation of Non Controllers Consildated Shareholders' Equity 5.01 Initial balance 181,566 5,291 1,556 3,209 1, , , Adjusted initial balance 181,566 5,291 1,556 3,209 1, , , Capital transactions with Partners 925 3, , , Capital increase Acquired treasury shares 0 4, Stock option plan Total comprehensive result , , , Net income of the period , , , Other comprehensive result Equity adjustment financial investment Final balance 182,491 9,108 1,556 51, , ,818 15

19 Consolidated Financial Statements Statements of Value Added (In thousands of Reais) Account Description 01/01/2011 to 09/30/ /01/2010 to 09/30/ Revenues 3,435,625 3,321, Sales of products, goods and services 3,419,537 3,312, Other revenues 2, Allowance for doubtful accounts 13,439 9, Goods acquired from third parties -2,980,614-2,819, Costs of products, goods and services -2,517,107-2,530, Materials, energy, third party services and others -423, , Loss/recovery of assets value -39, Gross value added 455, , Retentions -56,676-39, Depreciation, amortization and exhaustion -56,676-39, Net value added generated by the company 398, , Value added received in transfer 170, , Financial revenues 170, , Total value added to distribute 569, , Distribution of value added 569, , Employees 85,217 57, Direct compensation 57,490 37, Benefits 16,817 11, Guarantee fund for years of service 6,091 3, Others 4,819 4, Taxes and contributions 84, , Federal 39,806 72, State 42,114 42, Municipal 2,750 1, Compensation of third party capital 459, , Interest 435, , Rentals 24,346 22, Others Pay equity -60,366 47, Retained earnings / loss -60,366 47,834 16

20 B2W ANNOUNCES CONSOLIDATED NET REVENUE OF R$ 3.1 BILLION IN 9M11, A GROWTH OF 5% IN RELATION TO 9M10 Rio de Janeiro, November 10 th, 2011 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 3 rd quarter of 2011 (3Q11) and for the first nine months of 2011 (9M11). The accounting information that serves as the basis for the comments that follow are presented according to the international financial reporting standards (IFRS), to the rules issued by the Brazilian Securities Exchange Commission (CVM), and to the Novo Mercado listing rules, and in Reais (R$). The comparisons refer to the 3 rd quarter of 2010 (3Q10) and to the first nine months of 2010 (9M10). B2W s portfolio is composed of the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, Submarino Finance, BLOCKBUSTER Online, MesaExpress.com.br and SouBarato.com, offering over 35 categories of products and services through the Internet, telesales, catalogs, TV and kiosks. B2W FINANCIAL AND OPERATIONAL HIGHLIGHTS Executive Summary 9M11 Comparison to 9M10 Parent Company Consolidated 9M11 9M10 Var. (%) Financial Highlights (R$ million) 9M11 9M10 Var. (%) 2, , % Net Revenue 3, , % % Gross Profit % 23.4% 26.0% -2.6 p.p. Gross Margin (%NR) 25.7% 27.6% -1.9 p.p % EBITDA % 9.0% 11.8% -2.8 p.p. EBITDA Margin (%NR) 10.3% 12.1% -1.8 p.p. (68.5) % Net Result (60.4) % -2.5% 1.4% -3.9 p.p. Net Margin (%NR) -2.0% 1.6% -3.6 p.p. Consolidated Net Revenue (R$ million) 2,922 9M10 +5% Share of Submarino Card (%) 3,056 9M11 Net Revenue In 9M11, the consolidated net revenue reached R$ 3,055.5 million, a growth of 4.6% in relation to 9M10. The net revenue in the parent company in 9M11 was R$ 2,792.2 million, growing 1.9% in relation to 9M10; Selling, General and Administrative Expenses The consolidated selling, general and administrative (SG&A) expenses totaled R$ million, representing 15.5% of net revenue in 9M11, same level as 9M10. In the parent company, the SG&A expenses were R$ million in 9M11; "Financiamento a Empreendimentos" Contract with BNDES The Company celebrated the "Financiamento a Empreendimentos" (FINEM) Contract with BNDES, in the amount of R$ million; 30% 9M10 +4 p.p. 34% 9M11 Launch of the website SouBarato.com B2W launched the SouBarato.com website, creating an important channel for the sale of inventory outlet merchandise; Launch of Entrega Atômica service Submarino launched the Entrega Atômica service, which allows the same-day delivery to clients in the city of São Paulo, offering a differentiated service to consumers; Submarino Card share reached 34% of the website s sale The share of the Submarino Card reached 34% of Submarino s website sales in September/

21 COMPANY STRUCTURE B2W Companhia Global do Varejo, formed from the merger between Americanas.com and Submarino in 2006, has a portfolio with the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, Submarino Finance, BLOCKBUSTER Online, MesaExpress.com.br and SouBarato.com, that offer more than 35 categories of products and services through the internet, telesales, catalogs, TV and kiosks distribution channels. The following chart presents an integrated vision of B2W: 18

22 COMMENTS ABOUT THE RESULTS Regarding the third quarter of 2011, the management of B2W Companhia Global do Varejo believes these results do not reflect the Company s expectations. Pursuant to our Strategic Plan, the funds obtained through the Capital Increase are being invested in our logistics system, the distribution chain and the technological platform, seeking to offer our clients better service standards. However, we observed that the result was poor despite our expectations. Both our growth as well as the profitability of the operation depends upon moving up to a higher customer service level, which is now B2W s top priority. Moreover, the current level of result reflects a more aggressive commercial strategy in terms of pricing, discounts and shipping policies that negatively impacted our profitability. In addition, conservative measures were put into place regarding delivery deadlines that limited the growth of sales, although seeking to provide our clients with enhanced service. Despite the challenges faced and the fact that we achieved less than the desired results, through changes in processes and the creation of new operating dynamics within the Company we are convinced we are on the right track. The Company s results will improve as our service levels once again are at the standards of excellence we want to attain. 19

23 OPERATIONAL PERFORMANCE COMMENTS NET REVENUE In 9M11, the consolidated net revenue reached R$ 3,055.5 million, a growth of 4.6% over the R$ 2,921.7 million obtained in 9M10. The net revenue in the parent company reached R$ 2,792.2 million in 9M11, compared to R$ 2,739.4 million in 9M10, representing a growt of 1.9%. +5% 3,056 +2% 2,922 2,739 2,792 9M10 9M11 9M10 9M11 Consolidated Parent Company GROSS PROFIT In 9M11, the consolidated gross profit reached R$ million, a reduction of 2.4% in relation to the R$ million registered in 9M10. In the parent company, the gross profit of the first nine months of 2011 was R$ million. -2% -8% M10 9M11 Consolidated 9M10 Parent Company 9M11 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 9M11, the consolidated selling, general and administrative expenses totaled R$ million, representing 15.5% of net revenue, same level as 9M10. The selling, general and administrative expenses in the parent company totaled R$ million in 9M10. 20

24 0 p.p p.p. 15.5% 15.5% 14.2% 14.4% 9M10 9M11 Consolidated 9M10 Parent Company 9M11 EBITDA In 9M11, the consolidated EBITDA reached R$ million, comparing to R$ million registered in the same period of the preceding year. In 9M11, the EBITDA in the parent company reached R$ million. -11% -22% M10 9M11 Consolidated 9M10 9M11 Parent Company OTHER OPERATING INCOME / EXPENSES We book the Company's extraordinary results in the "Other Operating Income/Expenses" line item, previously recorded simply as "non-operating income". In 3Q11, this item was mainly composed of non-recurring expenses related to solving delivery problems occurred in December NET FINANCIAL RESULT In 9M11, the net financial expenses were negative in R$ million, a variation of +21.3% comparing to the negative financial result of R$ million presented in 9M10. Consolidated Net Financial Result - R$ Million 9M11 9M10 Δ% Net Financial Result (264.4) (218.0) 21.3% 21

25 The Company continues to reaffirm its commitment to a conservative policy for investment of cash, manifested through the use of foreign denominated currency hedge instruments to mitigate the eventual exchange fluctuations, both for financial liabilities and its total cash position. These instruments offset the foreign exchange risk, transforming the cost of the debt for local currency and interest rates (as a percentage of the CDI*). Similarly, it should be remembered that the Company s cash is invested in the largest financial institutions in Brazil. "CDI - Certificado de Depósito Interbancário": average rate of borrowing in the interbank market. NET RESULT AND RESULT PER SHARE In 9M11, the net result reached R$ million, compared to the R$ 47.8 million obtained in the same period of the preceding year. The result per share reached R$ in 9M11, in relation to the R$ obtained in 9M10. Reconciliation of the Net Result - R$ Million 9M11 9M10 Δ% EBITDA % (+) Depreciation / Amortization (56.7) (39.2) 44.6% (+) Net Financial Result (264.4) (218.0) 21.3% (+) Other Operating Income (Expenses)* (85.6) (24.1) 255.2% (+) Income Tax and Social Contribution 32.6 (24.2) % (=) Net Result (60.4) % Result per Share (R$ ) R$ % Outstanding Shares (thousand) 156, ,283 * Previously recorded as "non operating income". PARENT COMPANY INDEBTEDNESS B2W s cash balance on 09/30/2011, which amounted R$ million, continues to be higher than the Company's short-term gross debt, which totaled R$ million. On 09/30/2011, the Company s net debt was R$ million, or 0.4x accumulated EBITDA in the last 12 months, comparing to a net debt of R$ million, or 1.3x EBITDA in the last 12 months observed on 09/30/2010. The average maturity of the debt went from 834 days at the end of September 2010 to 922 days at the end of September 2011 (from 27 to 30 months). 22

26 R$ million Parent Company Indebtedness 09/30/ /30/2010 Short-term Debt Long-term Debt 1, ,355.0 Total Debt (1) 1, ,799.2 Cash and Equivalents Credit Card Accounts Receivables Net of Discounts Total Cash (2) 1, ,171.3 Net Cash (Debt) (2) - (1) (156.0) (627.9) Net Cash (Debt) / EBITDA LTM Average Maturity of Debt Accounts receivable consist 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, from the parent company point of view, is demonstrated in the table below: Accounts Receivable Conciliation 09/30/ /30/2010 Gross Credit-Cards Receivable 1, ,455.9 Receivable Discounts (681.3) (849.6) Credit Card Accounts Receivables Net of Discounts Present Value Adjustment (21.8) (19.1) Allowance for Doubtful Accounts (26.0) (24.4) Other Accounts Receivable Net Accounts Receivable - Parent Company Because of the adoption of the new CPCs/IFRS, in particular the CPC 38 and its corresponding IAS 39, the Company began to write off (derecognize) receivables from credit card administrators the moment they were effectively discounted (as of the explanatory notes of the financial statements). However, to better demonstrate the volume of receivables discounted on the base-dates analyzed, in the chart above the Company presents the accounts receivable adjusted by the discounts made until the base-dates under analysis. "FINANCIAMENTO A EMPREENDIMENTOS (FINEM)" On October 3 rd, 2011 the Company s Board of Directors approved the celebration of the "Financiamento a Empreedimentos (FINEM)" Contract, with the Banco Nacional de Desenvolvimento Econômico e Social (BNDES), in the total amount of R$ million. NO FOREIGN CURRENCY EXPOSURE On 09/30/2011, B2W s balance sheet recorded foreign currency denominated debt. Such debt, however, is FULLY PROTECTED against any foreign exchange fluctuations through derivative (swap) operations that replace the foreign exchange risk for the variation in the basic Brazilian interest rate (CDI). 23

27 PARENT COMPANY SALES BY MEANS OF PAYMENT Sales by means of payment in 9M11 and in 9M10 can be seen in the following table: Means of Payment 9M11 9M10 % Cash 29% 25% +4 p.p Credit Card 71% 75% -4 p.p NET WORKING CAPITAL The cash conversion cycle of the parent company on September 30, 2011 was 120 days, representing an increase of 4 days when compared to the 116 days presented on September 30, days /30/ /30/2011 (Net Working Capital = Days of Inventory + Days of Accounts Receivable Days of Suppliers) B2W, confirming its commitment to maximizing shareholder value, continues to manage working capital variables. Opportunities of improvement in internal processes and relationship with suppliers continue being implemented and we are certain that better levels can be achieved. EQUITY ACCOUNTING The equity accounting includes, basically, the subsidiaries Ingresso.com, B2W Viagens, Submarino Finance and BLOCKBUSTER Online. In 9M11, the equity accounting registered a net gain of R$ 11.1 million, a growth of 101.8% in relation to the R$ 5.5 million recorded in 9M10. The results of subsidiaries are evolving gradually, which makes us optimistic about their growth prospects. 24

28 INVESTMENT AND INNOVATION During the course of 9M11, B2W invested a total of R$ million. These investments were mainly concentrated on operations/logistics and technology fronts. B2W has been constantly investing to optimize its logistical systems and distribution chain to offer its clients an excellent level of service. During the year, new equipment was installed and a number of construction projects at the Company s Distribution Centers were concluded, expanding the level of automation and thereby reducing the time needed to deliver merchandise and human error. Likewise, systems were installed to better satisfy new tax and legal requirements. Another important investment front has been the development of a new customer service system, which will allow B2W to operate more efficiently and assertively. Following its path of innovation, B2W has proceeded to invest in new features, designed mainly to improve the purchase experience, increase the conversion rate and strengthen the positioning of its brands. Overall during the first nine months of the year, 80 projects were implemented, ranging from improvements in the technological platform through to new features. We are highlighting the following recently introduced projects: Launch of the SouBarato.com website. B2W launched the SouBarato.com website, creating an important channel for the sale of inventory outlet merchandise; Launch of the Entrega Atômica service. Submarino launched the Entrega Atômica service, which allows the same-day delivery to clients in the city of São Paulo, offering a differentiated service to consumers; Restructuring of the search engine on the 3 websites. B2W restructured the search engine of the Americanas.com, Submarino and Shoptime websites, making the service more assertive and focusing on the relevance and popularity of each item; Launch of the QR Code platform in Submarino. Submarino launched an innovative way for clients to access exclusive offers: the QR Code. This makes use of the reading of a special bar code through cell phone cameras, allowing clients to access to promotions on the Submarino website; Implementation of the 1 Click Buy tool in Shoptime. After implementing the fast purchase feature on the Internet within Americanas.com, Submarino and Ingresso.com, now it is the turn of Shoptime to offer the same convenience and speed of the 1 Click Buy experience in its website; Launch of Submarino on Demand (VOD). Submarino launched the Submarino on Demand service in a beta version. The feature allows the clients to watch movies and TV series uninterrupted over the Internet through streaming technology; Launch of the Submarino store on Facebook. Aware of the changes in the digital landscape Submarino expanded its presence in social networking through a new concept: implementation of a virtual store inside of one of the biggest relationship websites of the world; Launch of Shoptime self-service. Shoptime launched a self-service feature through the website, offering clients the option of, in the website, cancelling purchases, access to shopping vouchers and exchange merchandise and much more; in the fastest, simplest and most convenient way that only B2W offers; 25

29 Android application in Ingresso.com. Ingresso.com created an application that has made buying movie theater tickets even easier. With this service, a client can more conveniently check the schedules of the biggest movie theater chains, buy tickets and reserve seats directly from a smartphone or tablet computer running the Android operating system Start of B2W Viagens mobile operation. B2W Viagens started selling airline tickets and packages through the mobile platform for the three brands: Americanas.com Viagens, Submarino Viagens and Shoptime Viagens. KEY METRICS AND HIGHLIGHTS OF THE SUBSIDIARIES Ingresso.com. Following its expansion plan, B2W continues increasing its presence in other countries, being already present in 284 movie theaters in Mexico, 108 in Chile and 83 in Argentina, through a partnership with Cinemark. The Company continues searching for new countries to replicate its business model. In Brazil, Ingresso.com maintains a strong level of growth, boosted by the sale of tickets to blockbuster films, to theaters with reserved seating and by the growing market of 3D films. The Company is also increasing its presence in big events, like the ticket s sales to Rock in Rio. Ingresso.com is investing in improvements to increase the clients comfort and convenience, as the launch of the iphone applications, the mobile devices with Android operational system and the adoption of the Caixa Expresso tool that makes the purchasing process even faster. B2W Viagens. The travel operations continue presenting high growth rates, influenced by investments in technology, such as the launch of the mobile platform for tickets and packages sales. Moreover, we continue investing in innovation and service quality, always offering the best services through our three brands: Submarino Viagens, Americanas Viagens and Shoptime Viagens. Submarino Finance. Purchases made with the Submarino Card have been gradually rising, reaching 34% of the Submarino s website total sales in September/2011. Currently, Submarino Finance has a base of more than 680,000 cards issued. BLOCKBUSTER Online. With the largest volume of DVD and Blu-ray Disc titles in Brazil, BLOCKBUSTER Online continues to expand its operations, including the startup of services in the Federal District. It also has been consolidating its presence in the States of São Paulo, Rio de Janeiro, Minas Gerais, Paraná, Santa Catarina and Rio Grande do Sul. 26

30 CORPORATE GOVERNANCE AND CAPITAL MARKETS B2W is subject to the BM&FBOVESPA s Novo Mercado, the highest Corporate Governance level in Brazil, listing rules. These include 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 seven members, four of whom are appointed by the controlling shareholders and another three independent members. The requests to be registered as a publicly-traded Company and the listing of its shares under the Novo Mercado were approved by the Brazilian Securities Exchange Commission (CVM) and the BM&FBOVESPA on July, 25 and 26, 2007, respectively. B2W s common shares are listed on the BM&FBOVESPA and have been traded under the ticker symbol BTOW3 (common) since August 8, Below is a short description of the main events that occurred during the last months: On August 26, 2011, an extraordinary meeting of the Board of Directors was held, and the board members decided, unanimously, to dismiss Ernst Young & Terco Auditores Independentes S/S and authorize the hiring of PricewaterhouseCoopers Auditores Independentes to audit the financial statements of the exercises ending on December 31, 2011 and 2012, including the special revision of the quarterly information from September 30, 2011 in the manner and frequency prescribed by law. On August 31, 2011, a Company s Extraordinary Shareholders Meetings was held, at which were conducted Ms. Miguel Gomes Pereira Sarmiento Gutierrez, Celso Alves Ferreira Louro, Jorge Felipe Lemann and Osmair Antônio Luminatti to the Board Member s position and Ms. Paulo Antunes Veras, Luiz Carlos Di Sessa Filippetti and Mauro Muratório Not to Independent Board Member s position. On September 20, 2011, a General Meeting of Debenture Holders of the Company was held to discuss the change to the Company s Private Deed Instrument for the First Issue of Simple Debentures, Not Convertible into Company Stock, Floating Guarantee Type, Single Series Issue for Public Distribution, to authorize an Optional Scheduled Amortization Program. On October 03, 2011 the Company s Board of Directors approved the celebration of the Contrato de Financiamento a Empreedimentos FINEM, with the Banco Nacional de Desenvolvimento Econômico e Social BNDES, in the total amount of R$ million. Minutes of the last meetings and other financial or corporate information about B2W are available on our website ( 27

31 EXHIBIT I CONSOLIDATED INCOME STATEMENTS B2W - Companhia Global do Varejo Consolidated Consolidated Income Statements Period ended on September 30 Period ended on September 30 (In millions of Brazilian reais, except result per share) 3Q11 3Q10 Delta 9M11 9M10 Delta Gross Sales and Services Revenue 1, , % 3, , % Taxes, returns and discounts on sales and services (115.5) (118.5) -2.5% (327.1) (322.6) 1.4% Net Sales and Services Revenue 1, , % 3, , % Cost of goods and services sold (812.0) (770.4) 5.4% (2,269.4) (2,116.4) 7.2% Gross Profit % % Gross Margin (% NR) 22.2% 26.9% -4.7 p.p. 25.7% 27.6% -1.9 p.p. Operating Revenue (Expenses) (172.5) (172.4) 0.1% (529.1) (491.2) 7.7% Selling expenses (130.5) (136.9) -4.7% (419.2) (394.0) 6.4% General and administrative expenses (22.7) (19.6) 15.8% (53.2) (58.0) -8.3% Depreciation and amortization (19.3) (15.9) 21.4% (56.7) (39.2) 44.6% Operating Result before Net Financial Result and Equity Accounting % % Net Financial Result (93.5) (79.8) 17.2% (264.4) (218.0) 21.3% Other operating income (expenses) (24.9) (8.0) 211.3% (85.6) (24.1) 255.2% Income tax and social contribution 20.8 (8.1) % 32.6 (24.2) % Net Result (37.9) % (60.4) % Net Margin (% NR) -3.6% 1.5% -5.1 p.p. -2.0% 1.6% -3.6 p.p. EBITDA % % EBITDA Margin (% NR) 7.6% 12.1% -4.5 p.p. 10.3% 12.1% -1.8 p.p. Total shares (thousand) 159, , , ,563 Treasury shares (thousand) 3,280 3,280 3,280 3,280 Total outstanding shares (thousand) 156, , , ,283 Net Result per Outstanding Share (R$) ( ) % ( ) % * In the the former accounting rules, considered as "non-operating income". 28

32 EXHIBIT II PARENT COMPANY INCOME STATEMENTS B2W - Companhia Global do Varejo Parent Company Parent Company Income Statements Period ended on September 30 Period ended on September 30 (In millions of Brazilian reais, except result per share) 3Q11 3Q10 Delta 9M11 9M10 Delta Gross Sales and Services Revenue 1, , % 3, , % Taxes, returns and discounts on sales and services (92.9) (96.3) -3.5% (271.4) (276.0) -1.7% Net Sales and Services Revenue % 2, , % Cost of goods and services sold (736.6) (726.4) 1.4% (2,138.0) (2,028.2) 5.4% Gross Profit % % Gross Margin (% NR) 20.4% 25.6% -5.2 p.p. 23.4% 26.0% -2.6 p.p. Operating Revenue (Expenses) (148.4) (152.9) -2.9% (464.8) (436.0) 6.6% Selling expenses (110.3) (117.6) -6.2% (363.7) (340.4) 6.8% General and administrative expenses (17.7) (16.8) 5.4% (39.3) (47.6) -17.4% Depreciation and amortization (20.4) (18.5) 10.3% (61.8) (48.0) 28.8% Operating Result before Net Financial Result and Equity Accounting % % Net Financial Result (83.3) (73.4) 13.5% (231.8) (199.8) 16.0% Equity accounting % % Other operating income (expenses) (23.1) (7.4) 212.2% (78.1) (23.5) 232.3% Income tax and social contribution 22.5 (5.7) % 40.9 (17.7) % Net Result (40.6) % (68.5) % Net Margin (% NR) -4.4% 1.4% -5.8 p.p. -2.5% 1.4% -3.9 p.p. EBITDA % % EBITDA Margin (% NR) 6.5% 11.9% -5.4 p.p. 9.0% 11.8% -2.8 p.p. Total shares (thousand) 159, , , ,535 Treasury shares (thousand) 3,280 3,280 3,280 3,280 Total outstanding shares (thousand) 156, , , ,283 Net Result per Outstanding Share (R$) * In the the former accounting rules, considered as "non-operating income". ( ) % ( ) % O S 29

33 EXHIBIT III BALANCE SHEETS B2W - Companhia Global do Varejo Balance Sheet (in million of Brazilian reais) ASSETS CURRENT ASSETS Parent Company Consolidated 09/30/ /30/ /30/ /30/2010 Cash and Banks Marketable Securities Accounts receivable , Inventories Recoverable taxes Prepaid expenses and other accounts Total Current Assets 1, , , ,065.7 NON CURRENT ASSETS Marketable Securities Deferred income tax and social contribution Escrow deposits and other receivables Investments Plant, property and equipament Intangible assets Deferred assets Total Non-Current Assets 1, , TOTAL ASSETS 3, , , ,874.9 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Suppliers Loans and financing Debentures Salaries and social contribution Taxes payable Dividends payable Other accounts payable Total Current Liabilities , ,222.0 NON-CURRENT LIABILITIES Long-term liabilities: Loans and financing , , ,062.5 Debentures Taxes payable Provision for contingencies and other accounts payable Total Non-Current Liabilities 1, , , ,408.1 SHAREHOLDERS' EQUITY Capital 1, , Capital Reserves Equity valuation adjustments Income reserves and others (4.9) 84.8 (26.2) 52.6 Total Shareholders' Equity 1, , TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3, , , ,

34 EXHIBIT IV CASH FLOW STATEMENTS B2W - Companhia Global do Varejo Cash Flow Statements (In millions of reais) Parent Company Consolidated Operating Activities 3Q11 3Q10 Delta 3Q11 3Q10 Delta Net Result for the Period (68.5) 39.7 (108.2) (60.4) 47.8 (108.2) Adjustment to the Net Result: Depreciation and amortization Deferred income tax and social contribution (40.9) 16.0 (56.9) (47.0) 14.9 (61.9) Interest, monetary and currency changes (26.8) (23.6) Equity accounting (11.1) (5.5) (5.6) Others Adjusted Net Result (171.5) (152.4) Change in Working Capital: Accounts receivable (30.9) (484.5) (253.3) (476.6) Inventories 56.3 (16.3) (45.6) 93.0 Suppliers (359.3) (37.3) (322.0) (355.8) (12.6) (343.2) Change in Working Capital: (333.9) (538.1) (561.7) (534.8) (26.9) Change in Assets: Prepaid expenses 4.5 (1.5) (1.5) 6.9 Escrow deposits (3.0) (1.2) (1.8) (3.6) (1.3) (2.3) Recoverable taxes (27.0) 13.1 (40.1) (32.3) 11.7 (44.0) Other accounts receivable (current and non-current) (11.3) 4.7 (16.0) (5.2) 9.7 (14.9) Change in Assets: (36.8) 15.1 (51.9) (35.7) 18.6 (54.3) Change in Liabilities Salaries and social charges security Taxes payable 0.5 (0.1) Other liabilities (current and non-current) (1.9) (3.9) 2.0 (5.4) (4.7) (0.7) Change in Liabilities: 4.1 (1.2) (0.5) 10.4 Cash Flow from Operating Activities (272.0) (258.1) (13.9) (452.0) (228.8) (223.2) Investing Activities Purchases of property, plant and equipment and intangible assets (280.8) (184.9) (95.9) (299.1) (196.0) (103.1) Cash Flow from Investing Activities (280.8) (184.9) (95.9) (299.1) (196.0) (103.1) Financing Activities Additions (651.5) (257.7) Payments (189.9) (310.6) (315.9) (333.3) 17.4 Debentures (427.5) 61.0 (488.5) (427.5) 61.0 (488.5) Marketable securities (2.9) (9.1) Capital increase in cash 1,000.0 (1.2) 1, ,000.0 (1.2) 1,001.2 Share buy-back (4.2) (4.2) Dividends (6.2) (11.3) 5.1 (6.2) (11.3) 5.1 Cash Flow from Financing Activities Change in cash balance (1.8) (51.7) (54.5) 56.4 Beginning Cash Balance Ending Cash Balance

35 INFORMATION ABOUT THE WEBCAST AND THE 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 Corporation 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. BLOCKBUSTER Brand logo: BLOCKBUSTER trademarks are owned by Blockbuster Iinc, and B2W Companhia Global do Varejo has the sublicense to use these trademarks in the activities of video rental on internet. MSCI Brand logo: The use of Morgan Stanley Capital International Inc. registered trademarks and indices ("MSCI") does not constitute any type of sponsorship, endorsement or promotion on the part of MSCI, its affiliates, its suppliers or other parties involved or related in the compilation, computation or creation of any MSCI index. MSCI s indices are registered trademarks of MSCI or its affiliates and B2W Companhia Global do Varejo has been granted a license to use these trademarks for given purposes. 32