Earnings Release 3Q12 and 9M12 - B2W...Earnings Release 3Q12 and 9M12 5 GROSS PROFIT AND GROSS...

Earnings Release 3Q12 and 9M12

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B2W ANNOUNCES GROWTH OF 21% IN THE GROSS REVENUE COMBINED WITH A GROWTH OF 20% IN THE EBITDA IN THE PARENT COMPANY AND THE OPENING OF

4 NEW DISTRIBUTION CENTERS

Rio de Janeiro, November 13th

, 2012 – 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 results for the 3

rd quarter of 2012 (3Q12) and

first nine months of 2012 (9M12). 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), and to the Novo Mercado listing rules, and in Reais (R$). The comparisons refer to the 3

rd quarter of 2011 (3Q11) and first nine months of 2011 (9M11).

B2W’s portfolio is composed by the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, Submarino Finance,

BLOCKBUSTER® Online, MesaExpress.com.br and SouBarato.com.br, offering over 35 categories of products and services through the

Internet, telesales, catalogs, TV and kiosks.

B2W FINANCIAL AND OPERATIONAL HIGHLIGHTS

Executive Summary 3Q12 – Comparison to 3Q11

Gross Revenues (R$ million)

1,018

1,234

3Q11 3Q12

Gross Profit (R$MM) and Gross Mg. (%NR)

188

25120.4%

22.5%

3Q11 3Q12

EBITDA (R$MM)

60

72

3Q11 3Q12

Parent Company

SINDEC Complaints Ratings

5,041

2,063

9M11 9M12

3Q12 3Q11 Var. (%) Financial Highlights (R$ million) 3Q12 3Q11 Var. (%)

1,117.5 924.9 20.8% Net Revenue 1,226.2 1,044.2 17.4%

251.2 188.3 33.4% Gross Profit 292.2 232.2 25.8%

22.5% 20.4% +2.1 p.p. Gross Margin (%NR) 23.8% 22.2% +1.6 p.p.

72.4 60.3 20.1% EBITDA 82.5 79.0 4.4%

6.5% 6.5% - EBITDA Margin (%NR) 6.7% 7.6% -0.9 p.p.

(47.9) (40.6) 18.0% Net Result (45.2) (37.9) 19.3%

-4.3% -4.4% +0.1 p.p. Net Margin (%NR) -3.7% -3.6% -0.1 p.p.

Parent Company Consolidated

Gross Revenue In 3Q12, the gross revenue in the parent company reached R$ 1,233.5 million, a growth of 21.2%, whereas the consolidated gross revenue was R$ 1,369.2 million;

Net Revenue In 3Q12, the net revenue in the parent company reached R$ 1,117.5 million, a growth of 20.8%, whereas the consolidated net revenue in the parent company was R$ 1,226.2 million;

Gross Profit In 3Q12, the gross profit in the parent company reached R$ 251.2 million, a growth of 33.4%, whereas the consolidated gross profit reached R$ 292.2 million. In 3Q12, the gross margin in the parent company reached 22.5%, a growth of 2.1 p.p.;

EBITDA In 3Q12, the EBITDA in the parent company was R$ 72.4 million, a growth of 20.1%, whereas the consolidated EBITDA was R$ 82.5 million;

Opening of 4 New Distribution Centers In line with its strategy of getting closer to its clients, during the month of October B2W opened four new Distribution Centers, located in the states of SP, RJ, MG and PE;

Evolution of the SINDEC Complaints Ratings In 9M12, the number of complaints registered in SINDEC presented a significant reduction of 59% when compared to 9M11;

B2W is the Winner in 3 Categories of the ―Reclame Aqui Service Quality" Award Submarino won the Reclame Aqui Service Quality Award in the Virtual Stores and Electric-Electronic Appliances Retail categories. In addition, Submarino Viagens won in the Tourism & Leisure category;

Americanas.com – Elect as the Brand Preferred by Rio’s Residents Americanas.com was elected by O Globo newspaper as the preferred online shopping brand for consumers from Rio de Janeiro city.

.

53%

+33%

+21%

+20%

-59%

Parent Company

Parent Company

http://americanas.com/


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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.br, 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:

INVESTMENT PLAN: 2013 - 2015

During the past two years we worked strongly and invested lots of resources into integrating our business platforms and creating a solid operating infrastructure that allows the Company to operate a multichannel, multibusiness and multibrand structure. After the conclusion of this important investment phase, we are now ready to grow and to move even closer to the clients. In line with this strategy, we will invest more than R$ 1 billion over the next 3 years (2013, 2014 and 2015), in technology, innovation and logistic. In the next 3 years we will open 10 Distribution Centers spread throughout Brazil. We want to be closer to the client, offering the better 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.


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COMENTS ABOUT THE RESULTS

B2W - Companhia Global do Varejo reported a 21.2% increase in parent company gross revenue in 3Q12 when

compared to 3T11, with total sales of R$ 1.2 billion, combined with a growth of 20.1% in EBITDA, indicating a significant progress. This new growth level shows improvements in all of the operating indicators of all of the

Company's business platforms.

We believe we are on the right path and are capturing the benefits of the money and time invested in

integrating our logistical and technological platforms. We want to be increasingly closer to our clients, providing a better purchasing experience on our websites and offering a faster and more effective delivery service. In line

with this strategy, we opened four new distribution centers during the month of October 2012 and we are ready for and optimistic about our end-of-year sales operations.

We would like to express our appreciation for the dedication of our associates and also for the support and the

trust of all of our clients, suppliers and shareholders. THE MANAGEMENT

OPERATIONAL PERFORMANCE COMMENTS

EVOLUTION OF COMPLAINTS In the first nine months of 2012, we verified a significant evolution in the public numbers of the customers’ complaints ratings, when compared to the same period of the preceding year, reflecting a great evolution of our operational and logistical processes, which are the basis for our growth.

In this period, the number of complaints registered in SINDEC (National System of Consumer Protection), presented a significant reduction of 59%. Regarding the number of complaints registered in PROCON (Foundation of Consumer Protection and Defense) São Paulo, there was a significant reduction of 51%. We have also observed a great improvement in the complaint indicators on file with Rio de Janeiro Court System (TJRJ), with a reduction of 46%.

5,041

2,063

9M11 9M12

17,347

8,419

9M11 9M12

5,645

3,043

9M11 9M12

PROCON - SP

-59% -51% -46%

SINDEC TJRJ


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In addition, we highlight the evolution regarding complaints registered on the Reclame Aqui website. In the indicator of the last 6 months, Americanas.com, Submarino and Shoptime are the online retail brands with the best customer service evaluation. All the three websites had their reputation classified as “GOOD” in this period.

Americanas.com Submarino ShoptimeReputation Good Good Good

Evaluation 6.01 5.64 6.06

Answered 97.50% 97.80% 98.10%

Solution 87.40% 84.60% 86.90%

Business 60.30% 59.30% 57.60%

Response

Time* 1.17 days 1.43 days 1.36 days

Reputation Good Good Good

Evaluation 5.50 5.43 5.39

Answered 98.90% 98.90% 99.30%

Solution 82.90% 82.20% 80.50%

Business 55.40% 58.20% 51.80%

Response

Time* 1.17 days 1.43 days 1.36 days

6 months

x

12 months

12 Months

Reclame Aqui

6

Months

Evolution

B2W IS THE WINNER IN 3 CATEGORIES OF THE “RECLAME AQUI SERVICE QUALITY” AWARD

Another important achievement of the Company with regard to the service quality indicators was the recognition received by B2W through its brands. Submarino won the RECLAME AQUI SERVICE QUALITY AWARD in the "VIRTUAL SHOPS - LARGE OPERATIONS" and "RETAIL — ELECTRIC-ELECTRONIC APPLIANCES‖ categories, while Submarino Viagens was the winner in the ―TOURISM & LEISURE‖ category. The “RA Service Quality" Award was created to encourage companies to seek service excellence, trying to improve relationships with new consumers and to reach a high rate of efficiency in their problem-solving efforts.

NET REVENUE In 3Q12, the net revenue in the parent company reached R$ 1,117.5 million, a growth of 20.8% over the R$ 924.9 million obtained in 3Q11. The consolidated net revenue reached R$ 1,226.2 million in 3Q12, compared to R$ 1,044.2 million in 3Q11, representing a growth of 17.4%.

In 9M12, the net revenue in the parent company reached R$ 2,962.8 million, a growth of 6.1% over the R$ 2,792.2 million obtained in 9M11. The consolidated net revenue reached R$ 3,224.3 million in 9M12, compared to R$ 3,055.5 million in 9M11, representing a growth of 5.5%.

1,044

1,226

3Q11 3Q12

925 1,118

3Q11 3Q12

+21%

+17%


* The response time refers to the last 3 months.


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GROSS PROFIT AND GROSS MARGIN In 3Q12, the gross profit in the parent company reached R$ 251.2 million, a growth of 33.4% in relation to the R$ 188.3 million registered in 3Q11. In the consolidated, the gross profit of 3Q12 was R$ 292.2 million. In 3Q12, the gross margin in the parent company was 22.5%, when calculated as a percentage of net revenues, a growth of 2.1 percentage points in relation to the gross margin of 20.4% obtained in 3Q11. In 9M12, the gross profit in the parent company reached R$ 656.9 million, a growth of 0.4% in relation to the R$ 654.2 million registered in 9M11. In the consolidated, the gross profit of 9M12 was R$ 783.2 million.

232

292

3Q11 3Q12

188

251

3Q11 3Q12

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 3Q12, the selling, general and administrative expenses in the parent company totaled R$ 178.8 million, representing 16.0% of net revenue. The consolidated selling, general and administrative expenses totaled R$ 209.7 million in 3Q12.

In 9M12, the selling, general and administrative expenses in the parent company totaled R$ 476.0 million, representing 16.1% of net revenue. In the same period, the consolidated selling, general and administrative expenses totaled R$ 561.6 million.

13.8%

16.0%

3Q11 3Q12

14.7%

17.1%

3Q11 3Q12

+26%

+33%

Parent Company

+2.2 p.p. +2.4 p.p.

Parent Company

Consolidated

Consolidated


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EBITDA In 3Q12, the EBITDA in the parent company reached R$ 72.4 million, a growth of 20.1% comparing to R$ 60.3 million registered in the same period of the preceding year. In 3Q12, the consolidated EBITDA reached R$ 82.5 million. In 3Q12, the EBITDA margin in the parent company was 6.5%, when calculated as a percentage of net revenues, reaching the same level of 3Q11. In 9M12, the EBITDA in the parent company reached R$ 180.9 million, comparing to R$ 251.2 million registered in the same period of the preceding year. In 9M12, the consolidated EBITDA reached R$ 221.6 million.

60 72

3Q11 3Q12

79

83

3Q11 3Q12

NET FINANCIAL RESULT In 3Q12, the net financial expenses were negative in R$ 105.0 million, a variation of 12.3% comparing to the negative financial expense of R$ 93.5 million presented in 3Q11. The growth of 12.3% in the consolidated net financial expense in 3Q12 is related to the increase of the financial discounts granted because of the mean of payment chosen. The increase of this line is in line with the market practices observed during the period.

Consolidated Net Financial Result - R$ Million 3Q12 3Q11 Δ%

Net Financial Result (105.0) (93.5) 12.3%

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.

Consolidated Parent Company

+20%

+4%


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NET RESULT In 3Q12, the consolidated net result was R$ -45.2 million, compared to the R$ -37.9 million obtained in the same period of the preceding year. In the parent company, the net result in 3Q12 was R$ -47.9 million, a variation of 18.0% in relation to the net result of R$ -40.6 million registered in 3Q11.

Reconciliation of the Consolidated Net Result - R$ Million 3Q12 3Q11 Δ%

EBITDA 82.5 79.0 4.4%

(+) Depreciation / Amortization (25.5) (19.3) 32.1%

(+) Net Financial Result (105.0) (93.5) 12.3%

(+) Other Operating Income (Expenses)* (20.8) (24.9) -16.5%

(+) Income Tax and Social Contribution 23.6 20.8 13.5%

(=) Net Result (45.2) (37.9) 19.3%

* In the old accounting rules, considered as "non operating income". PARENT COMPANY INDEBTEDNESS

B2W uses its cash generation prioritizing investments that presents better returns to shareholders. Thus, in the first nine months of 2012, the investments in the parent company in plant, property and equipment and intangible (development of websites and systems) totaled R$ 246.9 million. B2W’s cash balance on 09/30/2012 amounted R$ 1,087.4 million, much higher than the Company's sum of short-term debt and debentures, which totaled R$ 697.8 million. On 09/30/2012, the Company’s net debt was R$ 590.5 million, representing 2.3 times the accumulated EBITDA in the last 12 months, which shows an evolution when compared to the same indicator on 06/30/2012.

R$ million

Indebtedness 09/30/2012 06/30/2012

Short Term Debt 666.7 370.8

Short Term Debentures 31.1 20.3

Short Term Indebtedness 697.8 391.1

Long Term Debt 573.5 909.7

Long Term Debentures 599.1 604.8

Long Term Indebtedness 1,172.6 1,514.5

Total Debt (1) 1,870.4 1,905.6

Cash and Equivalents 1,087.4 1,169.4

192.5 170.7

Total Cash (2) 1,279.9 1,340.1

Net Cash (Debt) (2) - (1) (590.5) (565.5)

Net Cash (Debt) / EBITDA LTM 2.3 2.4

Average Maturity of Debt (days) 766 838

Credit Card Accounts Receivables Net of Discounts

Parent Company


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The accounts receivable is composed 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, from the parent company point of view, is demonstrated in the table below:

Accounts Receivable Conciliation 09/30/2012 06/30/2012

Gross Credit-Cards Receivable 1,347.6 1,434.5

Receivable Discounts (1,155.1) (1,263.8)

192.5 170.7

Present Value Adjustment (3.5) (2.8)

Allowance for Doubtful Accounts (28.3) (33.0)

Other Accounts Receivable 42.2 65.2

Net Accounts Receivable - Parent Company 202.9 200.1

Credit Card Accounts Receivables Net of Discounts

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. NO FOREIGN CURRENCY EXPOSURE On 09/30/2012, B2W’s balance sheet recorded foreign currency denominated debt. Such debt, however, is FULLY PROTECTED against any foreign exchange fluctuations through derivative operations (swap) that replace the foreign exchange risk for the variation in the basic Brazilian interest rate (CDI). PARENT COMPANY SALES BY MEANS OF PAYMENT

Sales by means of payment in 3Q12 and in 3Q11 can be seen in the following table:

Means of Payment 3Q12 3Q11 ∆%

Cash 38% 30% +8 p.p

Credit Card 62% 70% -8 p.p


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PARENT COMPANY NET WORKING CAPITAL The net working capital of the parent company on September 30, 2012 was 105 days, representing an improvement of 15 days when compared to the 120 days presented on September 30, 2011.

120

105

09/30/2011 09/30/2012 (Net Working Capital = Days of Inventory + Days of Accounts Receivable – Days of Suppliers)

B2W, 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.

INVESTMENT AND INNOVATION

We have adopted an investment plan which the main objective is to enable growth and improvements in our operations. In the first nine months of 2012, B2W invested a total of R$ 246.9 million, mainly concentrated on operations/logistics and technology fronts. Logistics B2W has been constantly investing to optimize its logistical systems and distribution chain. During the last months, 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 also reducing 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 is used in the Distribution Center for localization and dispatch of orders processed and it will allow B2W to operate more efficiently and assertively. In addition, the Company established strategic alliances with the leading transporters of the country, ensuring the joint commitment to offer the best level of service to the customers. In line with its strategy of getting closer to its clients, during the month of October, B2W opened four new Distribution Centers, located in the states of SP, RJ, MG and PE. The new distribution centers will guarantee speedier delivery of products purchased from the Company's websites and better client service.

- 15 days


10

Technology One of the goals of the technology investments is the creation of a robust infrastructure by unifying back office systems, sales layers and accessory systems, such as means of payment and management information systems. This has enabled the company to benefit from productivity gains and to prepare itself for supporting the future growth of its operations. Other important advances were the increased browsing speed of the Internet sites, the greater agility in commercial actions and the notable advances in management information systems. The investments in technological platforms of the operational/logistics, television, customer service and telephone sales areas seek to improve the quality and efficiency of Company’s operations, with the goal of giving the client an even better purchasing experience. 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. During last nine months, a lot of projects were implemented involving from improvements in the structure of the technological platform to new features. We highlight the following recently introduced projects: Implementation of the ―Buy Later‖ tool. Now, clients of Americanas.com, Submarino and Shoptime will be

able to select their product preferences and use the "Buy Later" tool to place them in their shopping carts and conclude purchases at a later time of their own choosing;

Implementation of the ―Chat Service‖ tool. Clients of Americanas.com, Submarino and Shoptime now can count on a fast and easy service option, known as Chat Online. Through this option, clients can more comfortably clarify doubts, make suggestions or resolve eventual problems;

Implementation of ―Product Evaluation.‖ Through the Americanas.com and Shoptime websites, clients now have the opportunity to evaluate products, grading them and posting their opinions. As a result, other clients can make use of these evaluations for their own purchase decisions;

Implementation of the ―Store Payment‖ option. Besides the different options available on the Americanas.com website itself, clients now have a new alternative: payment in the nearest Lojas Americanas store;

Implementation of ―1-Click Buy‖ tool by Shoptime. After the implementation of the fastest purchase tool

on the Internet by Americanas.com, Submarino and Ingresso.com, now its Shoptime’s turn to offer the comfort and speed of ―1-Click Buy” on its website;

Launch of a new search system by Submarino. The Submarino search system was revamped, offering more assertive results and making them focused on the relevance and popularity of each item, and including new services that provide greater ease of use for clients, such as “auto-complete,” search suggestions and automatic filters.

Personalized offers in Submarino e-mails. Submarino now sends personalized offers by e-mail, using behavior information in real time. Besides improving the relevance of the offers for clients, the practice improves conversion of the average ticket.

Launch of the Nokia Cellphone Application. To offer more comfort to clients and strengthen its strategy of expanding product offerings to more mobile devices, B2W launched an Americanas.com and Submarino application for Nokia cell phones. Then besides clients who have iPhone or Android devices, now Nokia clients can also have this feature for greater ease of purchases.

Launch of suggestions channel by Shoptime and Submarino. A channel was developed for the clients of

Shoptime and Submarino websites make suggestions regarding new products, improvements, clarify doubts and other possibilities. This channel is designed to improve our services and to enhance the client's online experience.






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New generation search engine at Americanas.com. The Americanas.com search system continues being developed, becoming more assertive in its results, making use of such new features as “autocomplete,” search suggestions, automatic filters by model, size and color, as well as it’s a more intelligent system that learns through the “clicks” made by each user.

Launch of the functionality of product evaluation by the customers - Bazaar Voice of Submarino. It’s a

platform that was created to host Submarino’s clients evaluations, reviews and contents, allowing a greater interaction with consumers, who can post their assessments of products and leave comments through images and videos.

KEY METRICS AND HIGHLIGHTS OF THE SUBSIDIARIES

Always seeking to strengthen its multibusiness, multichannel and multibrand strategy, B2W continues investing in new Internet businesses. At the end of 2011, was launched the SouBarato.com.br website, creating an important channel for the sale of factory outlet merchandise. This website has been demonstrating excellent results and showing superior growth opportunities. Moreover, we continue investing in our video rental, consumer financing, entertainment ticket sales and travel businesses. Ingresso.com. Following its expansion plan, B2W continues increasing its presence in other countries, being

already present in 284 movie theaters in Mexico, 158 in Chile and 84 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, besides increasing presence at big events. 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 growing and investing in technology as a mean of

differentiation, and launched including a platform for tickets and packages’ sales through mobile devices. Moreover, we continue investing in innovation and service quality, always offering the best services through our three brands: Submarino Viagens, Americanas.com Viagens and Shoptime Viagens. In December, 2011 B2W has officially launched the travel operation in Argentina through the brand Submarino Viajes (www.SubmarinoViajes.com.ar).

Submarino Finance. Purchases made with the Submarino Card have been gradually rising, reaching 40% of

the Submarino’s website total sales during the year of 2012. Currently, Submarino Finance has a base of more than 770 thousand issued cards.

BLOCKBUSTER® Online. Counting with the largest volume of DVD and Blu-ray Disc titles in Brazil, BLOCKBUSTER® Online is currently present in the states of São Paulo, Rio de Janeiro, Minas Gerais, Paraná, Santa Catarina and Rio Grande do Sul, plus the Federal District. Since the end of 2011, BLOCKBUSTER® offers the service of games' online rental.

http://www.submarinoviajes.com.ar/


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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, 2007. Below is a short description of the main events occurred in the year: On April 30, 2012 the Company’s General and Extraordinary Shareholders Meetings were held, at which the following resolutions were approved: 1- To take recognizance of the accounts prepared by the managers and related financial statements for the fiscal year ended December 31, 2011. 2- Setting the global compensation to be paid to officers; 3- Inclusion of a statutory provision for adoption on the part of the Company of mechanisms that assure compensation of the officers and members of the Fiscal Council and technical bodies; 4- Detailing of the Company’s corporate purpose; 5- Change in the wording of Art. 5th of the Bylaws to reflect the canceling of shares held in the treasury. On May 25, 2012, at a meeting of the Board of Directors, the third public issuance of Company’s debentures was approved, in single series, unsecured, registered and book-entry, for public distribution with restricted placement efforts. The debentures were issued on June 13, 2012 in the total amount of R$ 300 million, maturing on June 13, 2017. The funds obtained through the issue of the debentures will be used to strengthen the Company’s working capital. On July 2, 2012, a meeting of the Board of Directors was held to elect Mr. Carlos Eduardo Rosalba Padilha as Chief Operating Officer, for mandate that shall expire, along with the other members of the Management, as of the holding of the General Shareholders Meeting in 2013.

On August 7, 2012, in the meeting of the Board of Directors was approved the election of Mr. Fabio da Silva Abrate, in substitution to Mr. François Pierre Bloquiau, as Investor Relations Officer, for mandate that shall expire, along with the other members of the Management, as of the holding of the General Shareholders Meeting in 2013. On August 9, 2012, the shareholders were informed through the publication of Material Fact that Lojas Americanas S.A. (LASA), the Company controller, had ended a partnership with Itaú Unibanco Holding S.A for the distribution and sales of Financial Products and Services exclusively through FAI - Financeiras Americanas Itaú. Pursuant to the obligations assumed in the constitution of the Company on November 23, 2006, LASA will offer to B2W the portion of the right to exclusivity, acquire by it, to offer, distribute and sell Financial Products and Services through Company's distribution channels. It was further communicated that the Company will consider the LASA offer, when received, and will keep the market informed regarding the outcome of the negotiations of this matter. On September 24, 2012, a General Meeting of Holders of the Second Issue of Simple Debentures was held, approving on the occasion new wording of the definition of Consolidated Net Debt and the signing of the second amendment to the Issue Registration to change the financial index related to the Consolidated Net Debt/Adapted EBITDA ratio


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On September 26, 2012 a Market Announcement was published reporting that the parent company, Lojas Americanas, had acquired 234,400 common shares issued by the Company, representing 0.15% of its Capital Stock. Through this acquisition, the Company's parent company reached 93,263,207 shares, representing 59.58% of its Capital Stock. On September 28, 2012, a General Meeting of Holders of the First Issue of Simple Debentures was held, approving on the occasion new wording of the definition of Consolidated Net Debt, and the signing of the second amendment to the Issue Registration to change the financial index related to the Consolidated Net Debt/Adapted EBITDA ratio. On November 1, 2012, through the Consolidated Form for Trading between Administrators and Connected Persons (Art 11 of CVM Instruction 358/02), it was communicated that the controller, Lojas Americanas, had acquired 950,100 of the Company's common shares, representing 60.47% of its Capital Stock. Minutes of the last meetings and other financial or corporate information about B2W are available on our website (www.b2winc.com).

http://www.b2winc.com/


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EXHIBIT I – CONSOLIDATED INCOME STATEMENT

B2W - Companhia Global do Varejo

Income Statements

(in million of Brazilian reais, except result per share) 3Q12 3Q11 Variation 9M12 9M11 Variation

Gross Sales and Services Revenue 1,369.2 1,162.7 17.8% 3,599.6 3,382.6 6.4%

Taxes on sales and services (143.0) (118.5) 20.7% (375.3) (327.1) 14.7%

Net Sales and Services Revenue 1,226.2 1,044.2 17.4% 3,224.3 3,055.5 5.5%

Cost of goods and services sold (934.0) (812.0) 15.0% (2,441.1) (2,269.4) 7.6%

Gross Profit 292.2 232.2 25.8% 783.2 786.1 -0.4%

Gross Margin (% NR) 23.8% 22.2% 1.6 p.p. 24.3% 25.7% -1.4 p.p.

Operating Revenue (Expenses) (235.2) (172.5) 36.3% (630.2) (529.1) 19.1%

Selling expenses (186.4) (130.5) 42.8% (506.9) (419.2) 20.9%

General and administrative expenses (23.3) (22.7) 2.6% (54.7) (53.2) 2.8%

Depreciation and amortization (25.5) (19.3) 32.1% (68.6) (56.7) 21.0%

57.0 59.7 -4.5% 153.0 257.0 -40.5%

Net Financial Result (105.0) (93.5) 12.3% (294.0) (264.4) 11.2%

Financial Revenues 48.1 78.2 -38.5% 162.2 173.2

Financial Expenses (153.1) (171.7) -10.8% (456.2) (437.6)

Other operating income (expenses) (20.8) (24.9) -16.5% (51.4) (85.6) -40.0%

Income tax and social contribution 23.6 20.8 13.5% 65.4 32.6 100.6%

Net Result (45.2) (37.9) 19.3% (127.0) (60.4) 110.3%

Net Margin (% NR) -3.7% -3.6% -0.1 p.p. -3.9% -2.0% -1.9 p.p.

EBITDA 82.5 79.0 4.4% 221.6 313.7 -29.4%

EBITDA Margin (% NR) 6.7% 7.6% -0.9 p.p. 6.9% 10.3% -3.4 p.p.

Weighted average of outstanding shares (thousand) 156,536 128,581 156,536 128,581

(0.2888) (0.2947) -2.0% (0.8112) (0.4694) 72.8%

* In the the former accounting rules, considered as "non-operating income".

Consolidated

Period ended on September 30

Consolidated


Operating Result before Net Financial Result and

Equity Accounting

Net Result per Outstanding Share (R$)


15

EXHIBIT II – PARENT COMPANY INCOME STATEMENT


Income Statements

(in million of Brazilian reais, except result per share) 3Q12 3Q11 Variation 9M12 9M11 Variation

Gross Sales and Services Revenue 1,233.5 1,017.8 21.2% 3,280.8 3,063.6 7.1%

Taxes on sales and services (116.0) (92.9) 24.9% (318.0) (271.4) 17.2%

Net Sales and Services Revenue 1,117.5 924.9 20.8% 2,962.8 2,792.2 6.1%

Cost of goods and services sold (866.3) (736.6) 17.6% (2,305.9) (2,138.0) 7.9%

Gross Profit 251.2 188.3 33.4% 656.9 654.2 0.4%

Gross Margin (% NR) 22.5% 20.4% 2.1 p.p. 22.2% 23.4% -1.2 p.p.

Operating Revenue (Expenses) (204.1) (148.5) 37.4% (544.9) (464.8) 17.2%

Selling expenses (160.9) (110.3) 45.9% (436.2) (363.7) 19.9%

General and administrative expenses (17.9) (17.7) 1.1% (39.8) (39.3) 1.3%

Depreciation and amortization (25.3) (20.5) 23.4% (68.9) (61.8) 11.5%

47.1 39.8 18.3% 112.0 189.4 -40.9%

Net Financial Result (99.9) (83.3) 19.9% (276.4) (231.8) 19.2%

Financial Revenues 39.5 60.1 -34.3% 122.7 147.6 -16.9%

Financial Expenses (139.4) (143.4) -2.8% (399.1) (379.4) 5.2%

Equity accounting (0.2) 3.4 -105.9% 6.4 11.1 -42.3%

Other operating income (expenses) (19.9) (23.1) -13.9% (50.5) (78.1) -35.3%

Income tax and social contribution 25.0 22.6 10.6% 73.3 40.9 79.2%

Net Result (47.9) (40.6) 18.0% (135.2) (68.5) 97.4%

Net Margin (% NR) -4.3% -4.4% 0.1 p.p. -4.6% -2.5% -2.1 p.p.

EBITDA 72.4 60.3 20.1% 180.9 251.2 -28.0%

EBITDA Margin (% NR) 6.5% 6.5% 0.0 p.p. 6.1% 9.0% -2.9 p.p.

Weighted average of outstanding shares (thousand) 156,536 128,581 156,536 128,581

(0.3063) (0.3157) -3.0% (0.8637) (0.5326) 62.2%

* In the the former accounting rules, considered as "non-operating income".

Parent Company


Parent Company


Operating Result before Net Financial Result and

Equity Accounting

Net Result per Outstanding Share (R$)

O S


16

EXHIBIT III – BALANCE SHEET

B2W - Companhia Global do VarejoBalance Sheet

(in million of Brazilian reais)

ASSETS

CURRENT ASSETS

Cash and banks 5.7 5.8 34.4 22.5

Marketable securities 1,060.2 1,143.2 1,133.0 1,307.4

Accounts receivable 202.9 200.1 859.0 796.8

Inventories 595.7 575.6 611.0 583.2

Recoverable taxes 168.9 146.0 182.7 154.7

Prepaid expenses and other accounts 29.5 58.3 35.8 62.7

Total Current Assets 2,062.9 2,129.0 2,855.9 2,927.3

NON CURRENT ASSETS

Marketable securities 21.5 20.4 - -

Deferred income tax and social contribution 295.7 262.1 321.6 285.7

Escrow deposits and other receivables 76.4 85.8 41.3 52.5

Investments 67.1 65.8 - -

Plant, property and equipment 237.5 224.5 251.1 237.9

Intangible assets 933.3 900.3 970.1 933.9

Deferred assets 15.3 19.4 - -

Total Non-Current Assets 1,646.8 1,578.3 1,584.1 1,510.0

TOTAL ASSETS 3,709.7 3,707.3 4,440.0 4,437.3

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 633.3 591.3 686.0 621.5

Loans and financing 666.7 370.8 829.2 521.6

Debentures 31.1 20.3 31.1 20.3

Salaries and social contribution 24.3 16.9 28.1 20.3

Taxes payable 2.8 2.2 17.5 8.9

Other accounts payable 26.3 12.5 33.0 23.2

Total Current Liabilities 1,384.5 1,014.0 1,624.9 1,215.8

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 573.5 909.7 1,062.5 1,438.3

Debentures 599.1 604.8 599.1 604.8

Taxes payable 88.8 78.9 88.8 78.9

Provision for contingencies and other accounts payable 41.2 29.8 52.4 42.5

Total Non-Current Liabilities 1,302.6 1,623.2 1,802.8 2,164.5

SHAREHOLDERS' EQUITY

Capital 1,182.5 1,182.5 1,182.5 1,182.5

Capital reserves 1.3 0.9 1.3 0.9

Equity valuation adjustments - - - -

Income reserves and others (161.2) (113.3) (171.5) (126.4)

Total Shareholders' Equity 1,022.6 1,070.1 1,012.3 1,057.0

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,709.7 3,707.3 4,440.0 4,437.3

09/30/2012

Parent Company

09/30/2012

Consolidated

06/30/2012 06/30/2012


17

EXHIBIT IV – CASH FLOW STATEMENT


Cash Flow Statement

(in million of reais)

Operating Activities 09/30/2012 09/30/2011 Variation 09/30/2012 09/30/2011 Variation

Net Result for the Period (135.2) (68.5) (66.7) (127.0) (60.4) (66.6)

Adjustment to the Net Result:

Depreciation and amortization 68.9 61.8 7.1 68.6 56.7 11.9

Deferred income tax and social contribution (73.2) (40.9) (32.3) (71.1) (47.0) (24.1)

Interest, monetary and currency changes 35.6 134.4 (98.8) 49.7 150.5 (100.8)

Equity accounting (6.4) (11.1) 4.7 - - -

Others (24.1) 18.8 (42.9) (27.9) 35.7 (63.6)

Adjusted Net Result (134.4) 94.5 (228.9) (107.7) 135.5 (243.2)

Change in Working Capital:

Accounts receivable 144.6 (30.9) 175.5 120.2 (253.3) 373.5

Inventories (109.9) 56.3 (166.2) (93.4) 47.4 (140.8)

Suppliers (59.1) (359.3) 300.2 (19.1) (355.8) 336.7

Change in Working Capital: (24.4) (333.9) 309.5 7.7 (561.7) 569.4

Change in Assets:

Prepaid expenses 1.7 4.5 (2.8) 1.8 5.4 (3.6)

Escrow deposits 4.2 (3.0) 7.2 4.1 (3.6) 7.7

Recoverable taxes (55.8) (27.0) (28.8) (62.9) (32.3) (30.6)

Other accounts receivable (current and non-current) 49.5 (11.2) 60.7 59.3 (5.2) 64.5

Change in Assets: (0.4) (36.7) 36.3 2.3 (35.7) 38.0

Change in Liabilities

Salaries and social charges security 10.0 5.5 4.5 11.2 5.9 5.3

Deferred income tax and social contribution 9.0 0.5 8.5 10.9 9.4 1.5

Other liabilities (current and non-current) 23.2 (1.9) 25.1 39.6 (5.4) 45.0

Change in Liabilities: 42.2 4.1 38.1 61.7 9.9 51.8

Cash Flow from Operating Activities (117.0) (272.0) 155.0 (36.0) (452.0) 416.0

Investing Activities

Marketable securities (183.3) 173.9 (357.2) (210.8) 100.2 (311.0)

Investment in subsidiaries (1.4) - (1.4) - - -

Purchases of property, plant and equipment assets (47.1) (79.4) 32.3 (52.0) (87.0) 35.0

Intangible assets (199.8) (201.4) 1.6 (215.1) (212.1) (3.0)

Cash Flow from Investing Activities (431.6) (106.9) (324.7) (477.9) (198.9) (279.0)

Financing Activities

Additions 159.9 0.7 159.2 301.1 402.3 (101.2)

Payments (163.9) (189.9) 26.0 (239.8) (315.9) 76.1

Debentures 300.0 (427.5) 727.5 300.0 (427.5) 727.5

Discount of receivables 253.9 - 253.9 171.8 - 171.8

Capital increase in cash - 1,000.0 (1,000.0) - 1,000.0 (1,000.0)

Dividends - (6.2) 6.2 - (6.2) 6.2

Cash Flow from Financing Activities 549.9 377.1 172.8 533.1 652.7 (119.6)

Change in cash balance 1.4 (1.8) 3.2 19.1 1.8 17.3

Beginning Cash Balance 4.3 7.3 15.3 15.3

Ending Cash Balance 5.7 5.5 34.4 17.1



18

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 Corporate Law and the rules of the Brazilian Securities Exchange Commission (CVM) or, furthermore, as a measure of the profitability of the Company. Moreover, our calculations may not be compatible with similar measures adopted by other companies.

We make forward-looking statements that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements include statements regarding our intent, belief or current expectations or that of our directors or executive officers. Forward-looking statements also include information concerning our possible or assumed future results of operations, as well as statements preceded by, followed by, or that include the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future results and shareholder values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond B2W ability to control or predict. BLOCKBUSTER® Brand logo: BLOCKBUSTER® trademarks are owned by Blockbuster Inc, and B2W – Companhia Global do Varejo has the sublicense to use these trademarks in the activities of video rental on internet.

Earnings Release 3Q12 and 9M12 - B2W...Earnings Release 3Q12 and 9M12 5 GROSS PROFIT AND GROSS...

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