B2W - Companhia Digital (former B2W - Companhia Global do Varejo) Financial statements at December 31, 2014 and independent auditor's report

Transcription

1 (A free translation of the original in Portuguese) B2W - Companhia Digital (former B2W - Companhia Global do Varejo) Financial statements at December 31, 2014 and independent auditor's report

2 (A free translation of the original in Portuguese) Independent auditor s report To the Board of Directors and Shareholders B2W - Companhia Digital We have audited the accompanying financial statements of B2W Companhia Digital (the Company or "Parent Company"), which comprise the balance sheet as at December 31, 2014 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the accompanying consolidated financial statements of B2W Companhia Digital and its subsidiaries ("Consolidated"), which comprise the consolidated balance sheet as at December 31, 2014 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. PricewaterhouseCoopers, Av. José Silva de Azevedo Neto 200, 1º e 2º, Torre Evolution IV, Barra da Tijuca, Rio de Janeiro, RJ, Brasil T: (21) , F: (21) , PricewaterhouseCoopers, Rua da Candelária 65, 20º, Rio de Janeiro, RJ, Brasil , Caixa Postal 949, T: (21) , F: (21) , 2

3 In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of B2W Companhia Digital and of B2W Companhia Digital and its subsidiaries as at December 31, 2014, and the parent company and consolidated financial performance and cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Other matters Supplementary information - statements of value added We also have audited the parent company and consolidated statements of value added for the year ended December 31, 2014, which are the responsibility of the Company s management. The presentation of these statements is required by the Brazilian corporate legislation for listed companies, but they are considered supplementary information for IFRS. These statements were subject to the same audit procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole. Rio de Janeiro, March 7, 2015 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 "F" RJ Claudia Eliza Medeiros de Miranda Contadora CRC 1RJ087128/O-0 3

4 Balance sheet (A free translation of the original in Portuguese) Parent Company Consolidated ASSETS Note 12/31/ /31/ /31/ /31/2013 CURRENT Cash and cash equivalents 7 185,353 80, ,349 89,501 Marketable securities 8 1,151,224 1,319,963 1,315,849 1,789,328 Accounts receivables 9 68, , , ,400 Inventories 10 1,343,832 1,084,478 1,366,221 1,096,098 Recoverable taxes , , , ,180 Prepaid expenses 29,593 28,496 31,696 28,999 Other current assets 67,417 39,773 75,541 50,972 Total current assets 2,973,876 2,904,778 4,027,890 4,142,478 NON CURRENT Long-term assets: Marketable securities 8 28,716 27, Recoverable taxes , , , ,204 Deferred income tax and social contribution 12(a) 440, , , ,930 Judicial deposits 20 23,412 23,663 30,127 24,039 Related parties 14 44,645 5,991 5,736 - Other non current assets Investments , , Fixed assets , , , ,636 Intangible 16 1,838,439 1,360,115 2,071,241 1,542,316 Total non current assets 3,553,184 2,488,398 3,607,075 2,470,998 TOTAL ASSETS 6,527,060 5,393,176 7,634,964 6,613,476 1 of 90

5 Balance sheet (continued) Parent Company Consolidated LIABILITIES AND SHAREHOLDERS' EQUITY Note 12/31/ /31/ /31/ /31/2013 CURRENT Suppliers 31 2,084,955 1,846,244 2,145,347 1,879,664 Borrowings and financing , , , ,871 Debentures , ,628 Salaries, provisions and social contributions 45,897 35,033 65,723 43,194 Taxes payable 19 12,115 4,406 29,279 11,951 Income tax and social contribution - - 5,361 7,309 Other current liabilities 151,825 67, , ,691 Total current liabilities 2,704,792 2,291,621 3,107,329 2,556,308 NON CURRENT LIABILITIES Long-term liabilities: Borrowings and financing ,181 1,681,979 1,135,018 2,576,087 Debentures , , , ,060 Provisions for contingencies 20 40,375 43,353 40,375 43,353 Related parties ,910 Other non current liabilities 67,254 48,490 72,786 74,085 Total non current liabilities 742,809 2,271,882 1,448,178 3,227,495 SHAREHOLDERS' EQUITY Capital 22 (a) 3,605,326 1,198,991 3,605,326 1,198,991 Capital reserve 22(d) 12,671 5,655 12,671 5,655 Carrying value adjustments (420) (166) (420) (166) Accumulated losses (538,120) (374,807) (538,120) (374,807) Total shareholders's equity 3,079, ,673 3,079, ,673 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 6,527,057 5,393,176 7,634,963 6,613,476 The accompanying notes are an integral part of these financial statements. 2 of 90

6 Statement of operations Year ended December 31,2014, except the (losses) earnings per thousand shares in reais Parent Company Consolidated Note 12/31/ /31/ /31/ /31/2013 Net revenue 24 7,431,413 5,630,707 7,963,835 6,088,500 Cost of goods and services sold (5,781,954) (4,360,887) (6,035,345) (4,581,025) Gross profit 1,649,459 1,269,819 1,928,490 1,507,475 Operating income (expenses) Selling expenses 26 (1,108,920) (866,325) (1,256,300) (990,574) General and administrative expenses 26 (175,838) (142,873) (259,797) (180,898) Management fees (11,609) (7,501) (11,804) (7,887) Other operating income (expenses) (31,728) (50,401) (33,950) (55,146) Result before financial result 321, , , ,970 Financial revenue , , , ,565 Financial expenses 25 (868,083) (651,344) (934,083) (751,437) Financial result (605,018) (480,488) (650,450) (512,872) Equity accounting 13( c ) 5,158 16,847 Loss before income tax and social contribution (278,496) (260,922) (283,813) (239,902) Income tax and social contribution Current 12(d) (3,391) (10,657) Deferred 12(d) 115,183 93, ,889 90,997 Loss of the period (163,313) (167,569) (163,315) (159,562) Loss per share at the end of the year, excluding treasury shares - R$ (0.7636) (1.0667) (0.7636) (1.0158) The accompanying notes are an integral part of these financial statements. 3 of 90

7 Statement of comprehensive result Year ended December 31,2014, except the (losses) earnings per thousand shares in reais Parent Company Consolidated 12/31/ /31/ /31/ /31/2013 Loss of the period (163,313) (167,568) (163,313) (159,562) Items subsequently to be reclassified to the result after Foreign exchange variation of offshore investments (254) (214) (254) (214) Total comprehensive result (163,567) (167,782) (163,567) (159,776) The accompanying notes are an integral part of these financial statements. 4 of 90

8 Statement of changes in shareholders' equity Parent company (A free translation of the original in Portuguese) Capital Stock Capital Reserve Valuation Adjustm ent Acum ulated losses Balance at January 1st, ,198,991 5,655 (166) (374,807) 829,673 Total Comprehensive result Net loss for the period (163,313) (163,313) Foreign exchange variation of offshore investments (254) (254) Capital Transactions with partners Capital increase 2,406,335 2,406,335 Stock option plan 7,016 7,016 Balance at December 31, ,605,326 12,671 (420) (538,120) 3,079,456 T otal Balance at January 1st, ,182,491 1, (207,239) 977,019 Comprehensive result Net loss for the period (167,568) (167,568) Foreign exchange variation of overseas investment (214) (214) Contributions from shareholders and distributions to shareholders Capital increase 16,500 16,500 Stock option plan 3,936 3,936 Balance at December 31, ,198,991 5,655 (9) (374,807) 829,673 The accompanying notes are an integral part of these financial statements. 5 of 90

9 Statement of changes in shareholders' equity Consolidated (A free translation of the original in Portuguese) Capital Stock Capital Reserv e Valuation Adjustm ent Acum ulated losses Balance at January 1st, ,198,991 5,655 (166) (374,807) 829,673 Total Comprehensive result Net loss for the period (163,313) (163,313) Foreign exchange variation of offshore investments (254) (254) Capital Transactions with partners Capital increase 2,406,335 2,406,335 Stock option plan 7,016 7,016 Balance at December 31, ,605,326 12,671 (420) (538,120) 3,079,456 T otal Balance at January 1st, ,182,491 1, (215,245) 969,013 Comprehensive result Net loss for the period (159,562) (159,562) Foreign exchange variation of overseas investment (214) (214) Contributions from shareholders and distributions to shareholders Capital increase 16,500 16,500 Stock option plan 3,936 3,936 Balance at December 31, ,198,991 5,655 (9) (374,807) 829,673 The accompanying notes are an integral part of these financial statements. 6 of 90

10 Statement of cash flows Year ended December 31, 2014 (A free translation of the original in Portuguese) Cash flows from operating activities Parent Company Consolidated 12/31/ /31/ /31/ /31/2013 Loss of the period (163,313) (167,568) (163,313) (159,562) Adjustments to net income (loss): Depreciation and amortization 126,826 95, , ,002 Deferred income tax and social contribution (115,183) (93,353) (123,889) (90,997) Interest and indexation and exchange variances (60,783) 56,204 (39,292) 78,669 Equity accounting (5,158) (16,847) - - Others 7,590 35,815 4,445 22,024 Adjusted loss (210,021) (90,740) (172,333) (46,864) Decrease (increase) in operational assets: Accounts receivable (324,045) (209,983) (408,484) (236,266) Inventories (242,579) (395,049) (253,349) (390,230) Recoverable taxes (252,754) (194,416) (256,387) (188,869) Prepaid expenses (1,097) (12,842) (1,886) (12,053) Judicial deposits 251 1, ,470 Accounts receivable related parties (38,653) 61,943 (41,646) 30,848 Other accounts receivable (current and non-current) (26,350) (4,975) (18,604) (13,025) (885,227) (753,621) (980,252) (808,125) Increase (decrease) in operation liabilities: Suppliers 232, , , ,746 Payroll and related charges 10,864 10,586 14,904 14,746 Taxes and contributions (current and non current) 5,818 3,315 8,787 6,465 Other accoutns payable (current and non current) 100, , , , ,768 1,058, ,836 1,133,474 Net cash provided by (used in) operational activities (745,480) 214,361 (731,749) 278,485 Cash flow from investing activities: Marketable securities 167,271 (198,748) 464,827 (455,438) Fixed assets (165,675) (81,608) (173,238) (85,690) Intangible (574,868) (472,649) (639,305) (628,435) Investments (12,537) (106,575) - - Value paid because of subisidiaries acquisition - - (55,472) - Net cash used in investment activities (585,809) (859,580) (403,188) (1,169,563) Cash flow from financing activities: Borrowings and financing (current and non-current): Additions 412, , ,924 1,072,842 Payments (1,425,286) (254,844) (1,767,711) (329,717) Debentures (current and non-current) Liquidations (400,000) (400,000) Discount of receivables 435, , , ,687 Capital increase in cash 2,413,351 16,500 2,412,040 16,500 Valuation adjustment (254) - (254) - Net cash provided by financing activities 1,436, ,606 1,240, ,312 Increase (decrease) in cash and cash equivalents 104,891 72, ,848 53,234 Opening balance of cash and cash equivalents 80,462 8,075 89,501 36,267 Closing balance of cash and cash equivalents 180,355 6, ,730 30,423 Increase (decrease) in cash and cash equivalents (1,410,606) (329,905) (1,755,219) (384,984) The accompanying notes are an integral part of these financial statements. 7 of 90

11 Statement of value added Year ended December 31, 2014 (A free translation of the original in Portuguese) Parent Company Consolidated 12/31/ /31/ /31/ /31/2013 Revenues Sales of goods and services 8,451,592 6,405,756 9,094,308 7,009,818 Other revenues (125) 735 (125) 735 Reversal (allowance) for doubtful accounts 10,379 (13,092) 4,375 1,953 8,461,846 6,393,399 9,098,558 7,012,506 Goods acquired from third parties Costs of goods and services sold (6,751,836) (5,106,038) (7,116,501) (5,441,696) Materials, energy, third party services and others (694,410) (610,034) (780,419) (760,732) (7,446,246) (5,716,072) (7,896,920) (6,202,428) Gross value added 1,015, ,327 1,201, ,078 Depreciation and amortization (126,826) (95,009) (149,716) (103,002) Net value added generated by the Company 888, ,318 1,051, ,076 Value added received in transfer Equity result 5,158 16, Financial income 263, , , , , , , ,565 Total value added to distribute 1,156, ,021 1,335, ,641 Distribution of value added Employees Direct compensation 305, , , ,322 Benefits 48,941 36,644 54,065 38,441 Guarantee fund for years of service 21,758 16,411 26,878 17, , , , ,617 Taxes and contributions Federal (51,572) (67,366) (44,380) (48,640) State 40,637 48,694 59,651 74,220 Municipal 1,698 1,224 7,422 4,762 (9,237) (17,448) 22,693 30,342 Compensation of third party capital Interest 868, , , ,437 Rentals 85,252 53,653 93,846 54,561 Others , ,241 1,028, ,244 Remuneration of own capital Loss for the period (163,313) (167,568) (163,313) (159,562) (163,313) (167,568) (163,313) (159,562) The accompanying notes are an integral part of these financial statements. 8 of 90

12 Management Report ORGANIZATIONAL PROFILE In compliance with legal provisions and pursuant to current Brazilian corporate law, B2W Digital presents this Management Report with financial and operating statements for the fiscal year ended December 31, The Company s stocks are listed on the São Paulo Stock, Commodities and Futures Exchange (BM&FBOVESPA) under the ticker symbol BTOW3 and are registered in the Novo Mercado listing segment, which is the highest level of corporate governance in Brazil. Lojas Americanas S.A. is B2W Digital s controlling shareholder, with approximately 55% of the Company s stocks. The Company s free float represents around 45% of the Company s total capital. 1.1 COMPANY OVERVIEW With the largest and most beloved brands on the internet in the portfolio, the Company is the market leader in Latin America e-commerce 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 tickets sales in Ingresso.com, the online travel agency in B2W Viagens and financial services in Submarino Finance and Digital Finance. 1.2 THE MOST BELOVED BRANDS Through the most beloved brands of the internet, the Company offers to its clients a complete portfolio of products and digital services The largest store. The lowest prices. Americanas.com (americanas.com) is the largest and most beloved online store in Latin America. The brand offers over a million products, distributed in 36 categories, which can be purchased through the website, telesales, apps or in more than 900 kiosks in brick and mortar stores, as well as products from other stores 9 of 90

13 Management Report 2014 available in the Marketplace. In Americanas.com, clients find many deals and the best prices throughout the year. Elected as the top of mind of Brazilian internet and the team champion in customer service, Americanas.com provides an easy experience to surf and buy. The products you like and the Internet's best service. Submarino (submarino.com.br) offers the latest in technology, entertainment, culture and innovation to its customers. The broad assortment of products is divided into 30 categories like electronics, computers, telephone sales, games, books, fashion, online services, among others. Submarino also has the exclusive areas coolstuff, where the most trendy and innovative products can be found, and wearable tech, where are the modern Internet connected devices that facilitate the daily lives of users. Recognized by its clients and research institutes as the the best online store in Brazil in 2014, Submarino offers the highest service level through its site and mobile app, that takes all the universe of the brand where people be through a fast and safe platform. Exclusive products and live demonstrations. Shoptime (shoptime.com.br) is the largest and most beloved brazilian sales TV channel, and also operates on the Internet. With a specialized programming in product demonstrations, the channel joins the charisma of its presenters with the wide variety of categories to entertain, teach the use and sell the best products of the market. Operating 24 hours a day with more than 10 hours of live programs, Shoptime may be assited though cable TV (channels Sky 19, NET 29, Oi Tv 78), satellite dish, in shoptime.com.br website, in facebook at facebook.com/shoptime and in youtube at youtube.com/canalshoptime. The sale that you have always dreamed within one click away. SouBarato (soubarato.com.br) is the largest outlet in Latin America, which sells new products and also repacked in perfect conditions. The site, outlet of the brands Americanas.com, Submarino and Shoptime offers exclusive limited time offers, with prices below the market average. In SouBarato, the cliente can find products of various categories such as smartphones and cell phones, IT, TVs, eletronics, watches, perfumery, among others, with a discount up to 70%. Submarino Finance Result of a joint venture with Cetelem, Submarino Finance offers the Submarino card Mastercard, which offers special advantages on the Submarino website, as exclusive discounts and installments, differentiated credit limit and a loyalty program, the Léguas Program. In 2014, we surpassed the number of 1.3 million cards issued and participation of 37% in sales of Submarino. Digital Finance After the Submarino Finance success, B2W launched Digital Finance that focus on credit card offer in Americanas.com and Shoptime. To provide an even better shopping experience to the customer, B2W established a new partnership with Cetelem, from BNP Paribas Group, creating the Digital Finance, focusing 10 of 90

14 Management Report 2014 on the provision of credit cards and other financial services in Americanas.com and Shoptime websites, replicating the model successfully developed by Submarino Finance. Ingresso.com Brazilian leader in ticket sales over the Internet, Ingresso.com (ingresso.com.br) provides technology and ticket purchasing services for movies, theaters, concerts, soccer matches and cultural events. With over 5 million registered customers, the company offers the convenience of purchasing tickets online, apps for iphone, Android, Facebook and telesales. B2W Viagens B2W Viagens operates through the brands Americanas Viagens, Submarino Viagens, Shoptime Viagens, Submarino Viajes, H2W and Milevo. The company offers sales of tourist packages, airline tickets, hotel reservations, cruises, travel insurance, car rental and packages of tourist attractions in Brazil and abroad through the internet, telesales and TV. 2. MESSAGE FROM THE MANAGEMENT In 2014, B2W - Companhia Digital registered a 31% growth in sales, posting gross revenues of R$ 9.1 billion. With the results reached, for the tenth consecutive quarter the Company grew above market rates, with 4.7 percentage points of market share gained in the period, reaching 26.5% market share at the end of The year 2014 began with the announcement of a capital increase in the amount of R$ 2.38 billion aimed to improve the Company's capital structure, providing greater flexibility for implementing its investment plan. In February, we launched [B] Seller, the most complete tool for e-commerce management, combining back office and online store solutions. [B] Seller is the result of the combination of the acquired companies, Uniconsult and Ideais. The [B] Seller is an accelerator for the Marketplace, offering vendors the very latest in technology. In June, we announced the acquisition of Direct, Brazil s best and largest transportation company, specialized in delivering small packages, which together with the Click-Rodo, specialized large package transportation company acquired in 2013, allows B2W to operate with a single distribution platform, offering a faster and more efficient delivery service. In October, in line with the goal of getting closer to its customers, we opened four new distribution centers and expanded the DC located in Rio de Janeiro. With these changes, B2W boosted its total storage capacity by 50%, and currently has nine distribution centers located in São Paulo, Rio de Janeiro, Minas Gerais, Pernambuco and Santa Catarina. In November, we launched Digital Finance, a partnership with Cetelem of the BNP Paribas Group, focusing on the provision of credit cards and other financial services through the Americanas.com and Shoptime websites, replicating the very successful model developed by Submarino Finance was the year of consolidation of B2W as number one in customer service on the Brazilian Internet. During the year we won the main service awards and presented the best performance indicators on specialized sites that receive customer complaints and reviews. In the fourth quarter of 2014, we reported net income of R$ 21 million. However, we are emphasizing that we are in the early years of operation, at a stage when it is mandatory to continue investing in the pillars of the business to capture the many e-commerce opportunities in Latin America, with a commitment to create shareholder value in the long run. After a year of important achievements, with continuous evolution of results quarter after quarter, we are naturally excited for The year of 2015 has started with the expansion of the Shipping Menu to 100% of Brazilian cities, providing deliveries in up to half the conventional time for more than 60% of the product assortment. Through this 11 of 90

15 Management Report 2014 service, the client has up to three delivery options: Express, Rapid and Economical. All light and heavy goods logistics is carried out by B2W Distribution Unit, the result of Click Rodo and Direct acquisitions. The creation of B2W Distribution Unit also allowed the Company to initiate the offering of warehousing and distribution services [BFF] B2W Fulfillment - for all the Marketplace sellers, after the success of the pilot project in October Another achievement at the beginning of this year was the launch of the Shoptime Marketplace. The Marketplace, already available at Americanas.com and Submarino, completed its first year of operation with great evolution and the development of a single platform to meet all the needs of vendors in the technology and logistics fronts, which will allow B2W to speed up the growth of this business model. So we would like to express our gratitude for the dedication of all our associates, who again made the difference and are part of the best and most successful digital team in Latin America. We also would like to thank our suppliers for their partnering, our shareholders for their confidence and, especially, to our customers for their preference. THE MANAGEMENT 3. STRATEGY AND INVESTMENT 3.1 ECONOMIC LANDSCAPE In 2014, even in the face of macroeconomic challenges with the inflation measured by the IPCA (National Index of Consumer Price) registering a cumulative rate of 6.41% and the expectation disclosed in the Focus report of the Central Bank of Brazil, that Gross Domestic Product (GDP) had a variation of -0.50% the e- commerce sector posted R$ 35.8 billion in revenues, representing 24% growth over the same period of Market growth is sustained by the constant expansion of the Internet user base and consequently the number of e-consumers grew, as did the development of new technologies. Thus, B2W Digital is reiterating its confidence and its positive perspective for the future, both in relation to the development of the country as well as the growth opportunities for Internet and e-commerce sector. The Company remains focused on providing the best purchase experience, expanding the business and the products and services offered at a moment when the number of e-commerce users is growing and there is increasing penetration of online retailing's share of total Brazilian retail activity. *Source: Instituto Brasileiro de Geografia e Estatística, Banco Central do Brasil and ebit. 3.2 STRATEGY B2W DIGITAL s strategy is to get closer to the customer, offering the best purchase experience, the best delivery service and the best customer service: Best Purchase Experience To offer the best products, the best prices and the best site browsing experience on our websites, facilitating clients purchase process. Best Delivery Service We want to get even closer to the customers homes, making deliveries in a faster and more reliable way. Best Customer Service We want to enchant clients, being speedy and efficient in solving any problems. In 2015, in line with the three year plan announced, the Company will keep investing in logistics, tecnology and innovation, including the oppening of, at least, 3 new Distribution Centers. 12 of 90

16 Management Report INVESTMENT We have adopted an investment plan for which the main objective is to enable growth and improvements in the operations. In 2014, B2W DIGITAL invested R$ million, mainly concentrated in logistics, technology and innovation areas. Logistics and Distribution B2W DIGITAL is constantly investing in its logistic systems and distributions chain optimization. On June 14, 2014 B2W announced the acquisition of Direct, the biggest and best e-commerce logistics operator in Brazil, specialized in deliveries of small items (packets). The Administrative Council for Economic Defense (CADE) approved the acquisition on July 8, In 2013, the Company already had acquired Click-Rodo, a logistics operator also specialized in deliveries for e-commerce, focusing on large items (outsized packages). With these two acquisitions, B2W has enhanced its level of logistic services, counting on the two major Brazilian Internet last mile carriers. Aiming to be closer to the customer and provide the best delivery service, in October 2014 B2W DIGITAL opened 4 new Distribution Centers (DCs): one in São Paulo, one in Pernambuco and the other two in Santa Catarina; and expanded the one in Rio de Janeiro. As a result, two smaller-capacity DCs, located in São Paulo and Pernambuco, were replaced. With these changes, B2W increased its total storage capacity by 50% and now has nine distribution centers located in São Paulo (4), Rio de Janeiro (1), Minas Gerais (1), Pernambuco (1) and Santa Catarina (2). In line with the announced investment plan, at least 3 new DCs will be opened by the end of In addition, the Company established strategic alliances with the leading transportation companies of the country, ensuring the joint commitment to offer the best level of service to the customers. 13 of 90 Tecnology In line with the investment plan and the strategy to be a reference in the technology and internet market, B2W DIGITAL acquired, during 2013, three technology companies specialized in the development of systems and solutions for e-commerce. Doing that, the Company doubled its technology/internet team, which is the largest in Latin America and nowadays has over 600 engineers.

17 Management Report 2014 Below are the highlights of the acquired companies: Optimization of orders control (shipping and reverse) and systems for managing multiple distribution centers and development of specific systems for marketplace operation Development and optimization of online sales platforms, B2B/B2B2C and mobile systems Optimization of search systems and algorithms for shipping management The investments in technological platforms in the areas of operations and logistics, television, customer service and telephone sales seeking to improve the quality and efficiency of Company s operations, aiming to provide the client an even better purchasing experience. During 2014, many projects were implemented evolving from improvements in the structure of the technological platform to new features. 4. RESULTS OVERVIEW 4.1 GENERAL CONSIDERATIONS The accounting information that serves as 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), to the Novo Mercado listing rules and in Reais (R$). The following analysis refers to the consolidated results and the comparisons refer to the 4th quarter of 2013 (4Q13) and the year of 2013 (2013), except where otherwise indicated. 4.2 EVOLUTION OF CUSTOMER SERVICE RATINGS The four main brands of B2W DIGITAL (Americanas.com, Submarino, Shoptime and SouBarato) have the best performance in customer service indicators website Reclame Aqui, reflecting the continuing evolution of our operations, consolidating B2W DIGITAL as the first in customer service. In the last three years ( ), the Company has almost doubled its sales, reduced by half the amount of complaints and improved its resolution cost efficiency by 75%, generating total savings of R$ 117 MM. 12 Months Reclame Aqui Base Date: 02/26/2015 B2W DIGITAL Competitors #2 #3 #4 Competitors Average RA 1000 Seal 4 of 4 Brands 0 of 3 Brands 0 of 1 Brand 0 of 1 Brand 0 of 5 Brands Average Grade Would Buy Again 79% 56% 46% 63% 55% 4.3 MOBILE MOBILE DEVICES PARTICIPATION IN TRAFFIC AND ORDERS PLACED In 4Q14, the participation of mobile devices in the traffic reached 24%, compared to 11% shown in 4Q13, which represents an increase of 13 percentage points. In 4Q14, the participation of mobile devices in orders placed reached 12%, compared to 6% in 4Q13, which represents an increase of 6 percentage points. 14 of 90

18 Management Report % 11% 6% 12% 4Q13 Traffic 4Q14 4Q13 Placed Orders 4Q14 Orders Placed through mobile devices (Share of the value of the orders placed through mobile devices on Americanas.com, Submarino, Shoptime and SouBarato). 4.4 NET REVENUE In 4Q14, the consolidated net revenue reached R$ 2,745.7 million, compared to R$ 2,079.2 million in 4Q13, representing a growth of 32.1%. In 2014, the consolidated net revenue reached R$ 7,963.8 million, compared to R$ 6,088.5 million in 2013, representing a growth of 30.8%. 6,089 7,964 2,079 4Q13 2,746 4Q GROSS PROFIT AND GROSS MARGIN In 4Q14, the consolidated gross profit reached R$ million, a growth of 28.6% in relation to the R$ million registered in 4Q13. In 2014, the consolidated gross profit reached R$ 1,928.5 million, a growth of 27.9% in relation to the R$ 1,507.5 million registered in In 4Q14, the consolidated gross margin was 23.6%, when calculated as a percentage of the net revenue. In 2014, the consolidated gross margin was 24.2%, when calculated as a percentage of the net revenue. 15 of 90

19 Management Report ,929 1, Q Q SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 4Q14, the consolidated selling, general and administrative expenses totaled R$ million, representing 16.7% of net revenue, an increase of 0.3 p.p. compared to 4Q13. In 2014, the consolidated selling, general and administrative expenses totaled R$ 1,379.5 million, representing 17.3% of net revenue, an reduction of 0.4 p.p. compared to p.p p.p. 16.4% 16.7% 17.7% 17.3% 4Q13 4Q ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN In 4Q14, the consolidated adjusted EBITDA reached R$ million, a growth of 15.7% comparing to R$ million in 4Q13. In 2014, the consolidated adjusted EBITDA reached R$ million, a growth of 27.3% comparing to R$ million in In 4Q14, the consolidated adjusted EBITDA margin was 6.8%, when calculated as a percentage of the net revenue. In 2014, the consolidated adjusted EBITDA margin was 6.9%, when calculated as a percentage of the net revenue. 16 of 90

20 Management Report Q Q Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses and equity accounting) is presented as additional information because we believe it represents an important indicator of our operating performance besides being useful for keeping the comparability with previous reported results. 4.8 EBITDA (CVM 527/12) On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, which talks about the voluntary disclosure of no accounting information as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and making it comparable among the publicly listed companies. To keep the consistency and the comparability between previous periods, we present the reconciliation of EBITDA in the following table. Consolidated EBITDA Reconciliation - R$ MM 4Q14 4Q13 % % Net Result 20.9 (10.5) NA (163.3) (159.6) 2.3% (+) Income Tax and Social Contribution % % (+) Net Financial Result (137.8) (143.9) -4.2% (650.4) (512.9) 26.8% (+) Depreciation / Amortization (43.4) (26.7) 62.5% (148.4) (103.0) 44.1% (=) EBITDA (CVM 527/12) % % (+) Other Operating Income (Expenses)* (8.3) (6.2) 33.9% (33.9) (55.1) -38.5% (=) Adjusted EBITDA % % * In the old accounting rules, considered as "non operating income". Adjusted EBITDA: Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting. EBITDA s (CVM 527/12) calculation takes into account the net income of the period plus income taxes, net financial expenses of financial revenues and depreciation and amortization. 4.9 NET FINANCIAL RESULT In 4Q14, the consolidated net financial expenses were R$ million, a decrease of 4.2% compared to the consolidated net financial expense of R$ million presented in 4Q13. In 2014, the consolidated net financial expenses were R$ million, a variation of 26.8% compared to the consolidated net financial expense of R$ million presented in of 90

21 Management Report 2014 In the accumulated year (2014), the variation in net financial results reflects the Company's leverage prior to the capital increase and the increase in the rate of the Interbank Deposit Certificate - CDI *. Consolidated Net Financial Result - R$ Million 4Q14 4Q13 Δ% Δ% Net Financial Result (137.8) (143.9) -4.2% (650.4) (512.9) 26.8% The Company continues to reaffirm its commitment to a conservative cash investment policy, manifested by the use of hedge instruments in foreign currencies, to offset eventual exchanges fluctuations, whether relative to financial liabilities or total cash position. These instruments offset the foreign exchange risk, transforming the cost of the debt to local currency and interest rates (as a percentage of CDI*). Similarly, it is worth mentioning that the Company s cash is invested with Brazil s largest financial institutions. *CDI - Certificado de Depósito Interbancário: average rate of borrowing in the interbank market NET RESULT In 4Q14, the consolidated net result was R$ 20.9 million, compared to the R$ million obtained in 4Q13. In 2014, the consolidated net result was R$ million, compared to the R$ million obtained in In 4Q14, the consolidated net margin was 0.8%, when calculated as a percentage of the net revenue, representing an evolution of 1.3 p.p. compared to 4Q13. In 2014, the consolidated net margin was -2.1%, when calculated as a percentage of the net revenue, representing an evolution of 0.5 p.p.compared to Reconciliation of the Consolidated Net Result - R$ Million 4Q14 4Q13 Δ% Δ% Adjusted EBITDA % % (+) Depreciation / Amortization (43.4) (26.7) 62.5% (148.4) (103.0) 44.1% (+) Net Financial Result (137.8) (143.9) -4.2% (650.4) (512.9) 26.8% (+) Other Operating Income (Expenses)* (8.3) (6.2) 33.9% (33.9) (55.1) -38.5% (+) Income Tax and Social Contribution % % (=) Net Result 20.9 (10.5) NA (163.3) (159.6) 2.3% * In the old accounting rules, considered as "non operating income". Adjusted EBITDA: Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting INEBTEDNESS B2W uses its cash generation prioritizing investments that present better returns to shareholders. Thus, in 2014, the consolidated investments in plant, property and equipment and intangible (development of websites and systems) totaled R$ million. B2W s cash balance at 12/31/2014 amounted R$ 2,224.3 million, four times the Company's sum of short-term debt and debentures, which totaled R$ million. At 12/31/2014, the Company s net cash was R$ million, representing 0.6x the accumulated Adjusted EBITDA in the last 12 months. In order to face the uncertainties and volatility of the financial market, B2W DIGITAL is guided to preserve cash and lengthen its debt profile. 18 of 90

22 Management Report 2014 Consolidated Indebtedness - R$ MM 12/31/ /31/2013 Short Term Debt Short Term Debentures Short Term Indebtedness Long Term Debt 1, ,576.1 Long Term Debentures Long Term Indebtedness 1, ,074.2 Total Debt (1) 1, ,580.7 Cash and Equivalents 1, ,878.8 Credit Card Accounts Receivables Net of Discounts Total Cash (2) 2, ,660.0 Net Debt (Cash) (2) - (1) (314.7) Net Debt (Cash) / Adjusted EBITDA LTM (0.6) 2.1 Average Maturity of Debt (days) 885 1,048 Adjusted EBITDA: Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting. The accounts receivable is composed, mainly, by 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 table below: Consolidated Accounts Receivable Conciliation - R$ MM 12/31/ /31/2013 Gross Credit-Cards Receivable 2, ,237.3 Receivable Discounts (1,916.9) (1,456.1) Credit Card Accounts Receivables Net of Discounts Present Value Adjustment (1.9) (7.1) Allowance for Doubtful Accounts (21.7) (36.5) Other Accounts Receivable Net Accounts Receivable - Consolidated For calculation of the working capital purposes the consolidated gross credit cards receivables, excluding FIDC at 12/31/2014 and 12/31/2013 were R$ 1,962.5 million and R$ 1,681.5 million, respectively. On June 11, 2013 the Board of Directors of the Company approved the expansion of the Receivables Investment Fund (FIDC) from R$ million, reaching approximately R$ 1.3 billion. The FIDC credit card model structured by the company is a unique tool on the market and represents an important source of funding. 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 at the moment they are 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 table above the Company presents the accounts receivable adjusted by the discounts made until the base-dates under analysis. 19 of 90

23 Management Report INVESTMENT SUPPORT PROJECTS B2W DIGITAL contracted financing of R$ 1.46 billion with the BNDES, in March of 2014, which aims to finance the Company's three-year investment plan ( ) for logistics, technology and innovation. B2W DIGITAL contracted financing of R$ 231 million with FINEP, in December of 2014, which aims to finance innovation projects NO FOREIGN CURRENCY EXPOSURE At 12/31/2014, B2W DIGITAL s balance sheet recorded foreign currency denominated debt. Such debt, however, is FULLY PROTECTED against any foreign exchange fluctuations through derivative operations (swaps) that replace the foreign exchange risk for the variation in the basic Brazilian interest rate (CDI) CAPITAL INCREASE On January 24, 2014, a Meeting of the Board of Directors was held with the goal of approving the signing of an Agreement for Subscription of Shares concluded with Tiger Global Brazil LLC and Tiger Global Long Opportunities Brazil LLC (Tiger Global Long Opportunities Brazil LLC together with the Tiger Global Brazil LLC, the "Investor") and the controller of the Company, Lojas Americanas S.A., for a private capital increase, to be approved by an Extraordinary Shareholders Meeting of the Company, in the amount of R$ 2,380,000, through the issuance of 95,200,000 common shares, nominal and with no face value, at an issue price of R$ per share. On August 13, 2014, a Board of Directors meeting was held in order to approve: 1- Approval of the Company s capital increase, approved in the extraordinary general meeting held on June 5, Due to the capital increase approval, the Company s capital was increased by R$ 2,380,000,000.00, from R$ 1,198,991, to R$ 3,578,991, divided into 254,199,202 common, nominal and no par value shares SALES BY MEANS OF PAYMENT The evolution of the sales by means of payment can be seen in the following table: Means of Payment 4Q14 4Q13 % % Credit Card 56% 60% -4 p.p 62% 62% - Other Means of Payment 44% 40% +4 p.p 38% 38% NET WORKING CAPITAL The consolidated net working capital at December 31, 2014 was 31 days, versus 25 days at December, B2W DIGITAL, confirming its commitment to maximize 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. 20 of 90

24 Management Report INCOME STATEMENT B2W - Companhia Digital Consolidated Consolidated Income Statements Period ended on December 31 Period ended on December 31 (in million of Brazilian reais) 4Q14 4Q13 Variation Variation Gross Sales and Services Revenue 3, , % 9, , % Taxes on sales and services (373.8) (281.8) 32.6% (1,130.9) (871.0) 29.8% Net Sales and Services Revenue 2, , % 7, , % Cost of goods and services sold (2,098.8) (1,576.2) 33.2% (6,035.3) (4,581.0) 31.7% Gross Profit % 1, , % Gross Margin (% NR) 23.6% 24.2% -0.6 p.p. 24.2% 24.8% -0.6 p.p. Operating Revenue (Expenses) (502.3) (367.2) 36.8% (1,527.9) (1,179.4) 29.5% Selling expenses (415.2) (313.8) 32.3% (1,256.3) (990.7) 26.8% General and administrative expenses (43.7) (26.7) 63.7% (123.2) (85.7) 43.8% Depreciation and amortization (43.4) (26.7) 62.5% (148.4) (103.0) 44.1% Operating Result before Net Financial Result and Equity Accounting % % Net Financial Result (137.8) (143.9) -4.2% (650.4) (512.9) 26.8% Financial revenues % % Financial expenses (159.8) (237.5) -32.7% (934.0) (751.5) 24.3% Other operating income (expenses)* (8.3) (6.2) 33.9% (33.9) (55.1) -38.5% Income tax and social contribution % % Net Result 20.9 (10.5) % (163.3) (159.6) 2.3% Net Margin (% NR) 0.8% -0.5% 1.3 p.p. -2.1% -2.6% 0.5 p.p. Adjusted EBITDA % % Adjusted EBITDA Margin (% NR) 6.8% 7.8% -1.0 p.p. 6.9% 7.1% -0.2 p.p. * In the the former accounting rules, considered as "non-operating income". 5. COPORATE GOVERNANCE 5.1 LONG TERM VIEW Sustainable growth, transparency and governance B2W DIGITAL was already created in Novo Mercado, the highest corporate governance level in Brazil. The Company is constituted under São Paulo Stock Market (BM&FBovespa) and Novo Mercado rules, that include an ownership structure exclusively comprised of common shares and the election of independent members to the Board of Directors. 5.2 OWNERSHIP STRUCTURE B2W s common shares are listed on BM&FBOVESPA and have been traded under the ticker symbol BTOW3. In December 31, 2014, the control block Lojas Americanas were composed by 55.53% of Company shares. 5.3 DIVIDENDS POLICY The Company s Bylaws, pursuant to the provisions of current legislation, set the minimum value for dividends at 25% of net income for the fiscal year, adjusted according to current legislation. In 2014, B2W has not distributed dividends to its shareholders. 21 of 90

25 Management Report STOCK The B2W shares (BTOW3) are part of the Special Tag Along Stock Index (ITAG). This indicator is composed of shares of companies that offer the same conditions to minority shareholders as to majority shareholders in the case of a change in the control of the Company. The Company is also part of other important Brazilian indexes, such as the ISE, Icon, IGC, IVBX-2 and MSCI. 5.5 PARTICIPATION ON THE BOARD OF ARBITRATION B2W believes that, conflicts of interest between partners and management and between them and the Company should benegotiated by mediation. If there isn t an agreement, B2W, its shareholders and directors are obliged to solve, through arbitration, any and all disputes or controversies that may arise between them, related to or originating specifically from the application, validity, efficacy, interpretation, violation and the attendant effects of matters contained in the bylaws; in the provisions of Law 6404/76, in the regulations issued by the National Monetary Council, the Brazilian Central Bank and the Brazilian Securities Exchange Commission (CVM), and in the other forms of regulation applicable to the participation on the stock market in general, in addition to those contained in Novo Mercado Listing Rules, Novo Mercado Participation Agreement, Market Arbitration Board s Arbitration Rules and, especially, the Terms of Voting and Assumption of Obligations ( Terms of Vote ) signed on December 13, 2006 and on file at the Company s headquarters B2W is also linked to the Market Arbitration Board and any demand could be conducted by this entity instituted by BM&FBOVESPA, according to the regulations of the aforementioned Board, unless both parties, under the terms of chapter 12 of the same regulations, choose by common agreement an alternative board or arbitration center to resolve their differences. 5.6 INDEPENDENT AUDITORS Pursuant to CVM Instruction 381, B2W Digital reports that its independent auditors, PricewhaterhouseCoopers, rendered services for evaluation of companies acquired in 2014, receiving fees of R$ 242,000, representing around 35% of the total fees related to the external auditing services. The aforementioned services already have been carried out and are not in conflict with the rules regarding independence of independent auditors. The Company s policy regarding the hiring of independent auditors for services not related to the outside audit assures that there is no conflict of interest or loss of independence or objectivity with regard to the independent auditors work. 5.7 BOARD OF DIRECTORS AND MANAGEMENT B2W DIGITAL s Board of Directors is comprised of seven members, four of whom appointed by the controlling shareholders and another three independent members. We adopt a lot of initiatives that go beyond the Novo Mercado rules, as the participation of 40% of independent board members in the Board of Directors composition that is above the minimum required by the Novo Mercado regulation. 5.8 COMMITTEES PERFORMANCE Nominating Committee The Nominating Committee consists of four members of the Board of Directors, of which at least two must always be independent board members, for a term to coincide with the term of office of the Board of Directors members, being permitted their reelection. The Nominating Committee will indicate to the Board of Directors the candidates whose names will be submitted to the Company's General Shareholders Meeting for the election of members of its Board of Directors. Sustainability Committee The Committee was established by the Board of Directors and has a multidisciplinary structure, made up of members of the Management and executives from different areas. The Committee's actions are designed to promote the best management practices, based on a balance between the economic, environmental and social 22 of 90