MANAGEMENT REPORT 2012 - static.lasa.com.br · MANAGEMENT REPORT 2012 In compliance with legal...

MANAGEMENT REPORT 2012

In compliance with legal requirements and current Brazilian corporate legislation, Lojas

Americanas S.A. is hereby presenting its Management Report containing the Parent Company

and Consolidated financial and operating results for the fiscal year ending December 31st 2012.

We are also presenting in this report information regarding our subsidiary B2W, Brazil’s leading

e-commerce company, which offers products and services via the Internet, television, telephone,

catalogues and kiosks. Lojas Americanas owns 62.72% of B2W’s capital stock.

Shares issued by Lojas Americanas and B2W are listed on the São Paulo Stock, Merchandise

and Futures Exchange (BM&FBOVESPA) under ticker symbols LAME4 (preferred), LAME3

(common) and BTOW3, respectively. It should be noted that B2W only has common shares and

is part of the Novo Mercado listing segment, the highest level of corporate governance

standards in Brazil.

“Multichannel Retailer” structure

Lojas Americanas operates through a multichannel service structure. Besides a chain of brick-

and-mortar stores, the Company reaches its clients with a wide assortment of products and

services, sold via the Internet, television, telephone sales, catalogues and kiosks.

Bricks-and-Mortar

Multichannel Retailer

Ecommerce, TV, Telephone Sales, Catalogues and Kiosks

Participation: 62.72% Results Consolidation: 100.00%

2/ 35

Lojas Americanas S.A.

Lojas Americanas was established in 1929, in Niterói (RJ), and is present in all regions of the

country (25 states plus the Federal District), with 729 stores – 463 in the Traditional format and

266 in the Express format – equivalent to 709,000 square meters of sales area.

The traditional stores have an average sales area of 1,400 square meters and daily

replacement of inventories consisting of approximately 60,000 items. The Express model

follows the smaller store concept, with an average sales area of 400 square meters, just-in-time

logistics and a selected assortment of about 15,000 items, adjusted to the characteristics of

each one of the locations in the profile of the clients of each store.

The company guarantees its clients prices that are competitive compared to the competitors

and offers quality products, found in its Home, Leisure, Beauty, Children, Clothing and

Convenience Foods worlds.

Lojas Americanas also operates three distribution centers, located in São Paulo/SP, Rio de

Janeiro/RJ and Recife/PE.

Lojas Americanas Distribution Map (12/31/2012)

8 4DC PE

DC RJ

DC SP

Southeast

445

North

24

Midwest

62

South

67

Northeast

131

B2W

Formed from the merger between Americanas.com and Submarino in 2006, B2W is leader in

Brazilian e-commerce and operates through a digital platform, with businesses that present

huge synergy and a unique business model – multi-channel, multi-brand and multi-business.

B2W’s portfolio comprises the brands Americanas.com, Submarino, Shoptime, B2W Viagens,

Ingresso.com, Submarino Finance, BLOCKBUSTER® Online and SouBarato, which offer over

3/ 35

35 product categories and services throughout the Internet, telesales, catalogues, TV and

kiosks.

Americanas.com

The largest Store. The lowest prices.

Operating for the past 13 years in e-commerce, Americanas.com (www.americanas.com.br) is

Brazil’s largest and most complete Internet store. The brand offers more than 500,000 items

distributed in 32 categories such as computers, home appliances, electronics, cellphones,

furniture, domestic utensils, toys, books and much more.

Besides the online channel, the marketing operation is also conducted through telephone sales

and more than 700 kiosks located inside Lojas Americanas stores. The Americanas.com kiosks

are designed to offer the best client purchase experience, with competitive prices and the

comfort of receiving the product in one’s own home. It also provides additional options, such as

different means of payment, and contributes to digital inclusion, in many cases offering clients

their first online shopping experience with the help of a trained associate.

In 2012, the brand launched a “Jet Delivery” service for more than 10,000 items for same-day-

purchase delivery to clients in the city of São Paulo. Furthermore, Americanas.com has

developed an application for smartphones, with a search tool that makes it possible to seek

items using a bar code and providing the address of the Lojas Americanas store closest to the

customer. Another search tool the brand offers is “Caixa Expresso” (Express Check-Out), a

speedier and easier way of concluding an Internet purchase.

The brand also operates a travel agency (http://viagens.americanas.com.br), B2B (business-to-

business) services and a wedding list service.

http://www.americanas.com.br/

http://viagens.americanas.com.br/

4/ 35

In 2012, the brand was six-time champion in the Datafolha Institute’s Top of Mind Award in the

e-commerce category, and elected the preferred brand of residents of Rio de Janeiro in the

Purchase Site category, according to “O Globo” newspaper.

Submarino

The products you like and the best Internet service.

Operating in the sector for 13 years, Submarino (www.submarino.com.br) – a pioneering online

store and the benchmark for technology and innovation – offers more than 30 product

categories through its sale channels: Internet, telephone sales and catalogues, with a strong

emphasis on the sale of books, CDs, DVDs, electronics, computers, telephone products, games

and online services.

Moreover, Submarino has been consolidating itself through other services, such as Submarino

Viagens travel site (www.submarinoviagens.com.br), Submarino on Demand (sale of streaming

digital films), B2B (business-to-business) services and the Submarino card

(www.cartaosubmarino.com.br) – a credit card that offers exclusive advantages on the

Submarino and Submarino Viagens websites.

Designed to serve consumers in an easier, faster and fully encompassing manner, Submarino

has developed cell phone apps for models such as iPhone, Nokia and Android, with the

following features: search by QRCode, search by barcode, native (faster) browsing, product

promotions on the home page and 1-Click purchasing.

Submarino sponsors a number of events, and is present at national and international activities

such as Campus Party Brasil, the São Paulo Book Biennial and Rock in Rio.

Shoptime

Exclusive products and live demonstration.

Shoptime (www.shoptime.com.br) is Brazil’s first home shopping (television sales) and operates

through internet, telesales and catalogues. The TV channel reaches more than 28 million

Brazilian households, of which more than 12 million with pay-TV subscriptions (Sky 19 and Net

31 channels) and more than 16 million connected to satellite television (Vertical 5B), with

interactive transmission including more than 11 hours of live programming 7 days a week. Since

1995, the television channel broadcasts 24 hours a day, ensuring speed and improved

http://www.submarino.com.br/

http://www.submarinoviagens.com.br/

http://www.cartaosubmarino.com.br/

http://www.shoptime.com.br/

5/ 35

interaction for clients’ shopping experiences. The catalogue is distributed five times a year

throughout Brazil with a printing run of 400,000 copies each.

Shoptime currently offers 23 product categories. Shoptime’s assortment focus is on articles

marketed under the Shoptime brand, with an emphasis on portable appliances (Fun Kitchen),

bed, bath and dining (Casa & Conforto), housewares (La Cuisine) and sports and leisure

products (Life Zone). The computer and technology department also plays an important role in

the brand’s product mix.

Furthermore, Shoptime operates a travel agency through Shoptime Viagens

(http://viagens.shoptime.com.br).

B2W Viagens

B2W Viagens operates through Americanas Viagens, Submarino Viagens, Shoptime Viagens

and Submarino Viajes brands and offers tour packages, plane tickets, online hotel reservations,

cruises, travel insurance, car rentals and tourist attractions packages in Brazil and abroad. The

Company markets its services through the Internet, telephone sales and television, and has

been working to expand product assortment aiming to aggregate the largest and best travel

content in Latin America.

B2W Viagens’ objective is to build a platform that allows each brand’s clients to quickly and

easily plan and purchase their travel packages, so that the Company pursues a leadership

position in Latin America’s online travel market on account of the Company’s innovation,

excellent customer service, outstanding content and competitive prices.

Following its strategy of continuous innovation, B2W Viagens launched in 2010 Milevo

(www.milevo.com.br) a social travel network, which now has over 70,000 users. The site allows

users to add comments concerning their travel experiences, which enables B2W Viagens to

gain access to a qualified traveling public with guaranteed travel knowledge and experience. It

is noteworthy that Milevo complements the positioning strategy of B2W Viagens, because it

interacts with the customers on the travel planning and sharing experiences phases.

In 2011, B2W Viagens began its international expansion with the official launching of the travel

operation in Argentina through the brand Submarino Viajes (www.submarinoviajes.com.ar).

http://viagens.shoptime.com.br/

http://www.milevo.com.br/

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

6/ 35

Ingresso.com

Ingresso.com provides technology and services of online purchase of tickets for movies, theater

productions, concerts, soccer games and cultural events. With more than 4 million registered

clients, Ingresso.com is the biggest online ticket seller in Brazil. The Company also allows

clients to make seat assignments online, which enables the client to comfortably choose his or

her preferred movie or theater seat. In addition, the Company has invested heavily in

commercialization of tickets for concerts. Ingresso.com is the tickets sale operator for Rock in

Rio 2013.

In addition to the main site (www.ingresso.com.br), which includes an exclusive version for

mobile devices and iPhone, Blackberry and Android application, Ingresso.com is also available

on the Americanas.com, Submarino and Shoptime websites.

Another area in which Ingresso.com operates involves marketing its ticketing software in Brazil.

The Company is currently responsible for computerizing various movie theaters, theaters, sports

stadiums and concert venues.

Furthermore, Ingresso.com is present in Latin America and currently operates in Mexico,

Argentina and Chile through movie tickets sale in a partnership with Cinemark. This initiative

allows B2W to explore and study new markets with low entry costs.

Submarino Finance

Submarino Finance offers the Submarino Mastercard Card, which makes a number of special

advantages available on Submarino website like installment payments in up to 15 times without

interest charges, exclusive discounts, differentiated credit limit and the Léguas Program, which

permits accumulation of rewards so that one can exchange them for products on Submarino.

For B2W, the Submarino Card represents an opportunity to leverage sales, especially high-cost

items, to reduce the costs associated with credit card administrative fees, to promote client’s

loyalty and to improve business revenue resulting from consumer financing. During the year, we

have reached the target of more than 790 thousand cards and participation of 40% of the sales

on Submarino website.

http://www.ingresso.com.br/

7/ 35

BLOCKBUSTER® Online

B2W acquired the right to use the BLOCKBUSTER® trademark online in Brazil and started

offering in 2008 online DVD and Blu-ray Disk rentals on www.blockbuster.com.br.

BLOCKBUSTER® Online is a rental store that allows clients to choose online the movies they

want to watch, to create their wish list, and to receive and return movie rentals from the comfort

of their homes. It offers monthly plans that allow clients to always have movies at home without

worrying about return dates and late-return fines.

BLOCKBUSTER® Online currently includes the largest online selection of movies in Brazil, with

more than 20,000 titles, and it provides services to the states of São Paulo, Rio de Janeiro,

Minas Gerais, Paraná, Santa Catarina and Rio Grande do Sul. It also has the largest Blu-ray

Discs collection available for rent in Latin America, with about 2,000 titles. Lastly, it also offers

the service of rental of videogame games, being the unique online rental store offering DVD,

Blu-ray and games in Brazil.

SouBarato

At the end of 2011, it was launched the SouBarato (www.soubarato.com.br) website, aimed at

factory outlet inventory selling. Since then, the site has been performing excellently, becoming a

great way to reach a distinctive audience, thereby contributing to the Company's growth.

SouBarato website is an e-commerce store whose great competitive advantage consists of

lower-than-market average price promotions offered to customers. The products sold are all

new and repackaged, passing strict quality testing and are in flawless condition to be sold.

http://www.blockbuster.com.br/

http://www.soubarato.com.br/

8/ 35

2. MESSAGE FROM THE MANAGEMENT

TO OUR CUSTOMERS, SHAREHOLDERS, ASSOCIATES AND SUPPLIERS:

We are proud of the important changes we were able to achieve in order to improve our

multichannel strategy in 2012. The performance of our main operating indicators continued to

be in line with the growth observed over the past several years. In consolidated terms, we

reached a gross revenue of R$ 13.090 billion and a net revenue of R$ 11.334 billion. The

generation of consolidated operating cash, EBITDA, totaled R$ 1.572 billion, with an EBITDA

margin of 13.9%, whereas the net income summed up to R$ 410.2 million. In the parent

company, of particular note was the 8% net revenue growth in the "same stores" concept, which

takes into account only stores opened more than one year previously.

With great satisfaction we announce that Lojas Americanas successfully completed another

stage of its “SEMPRE MAIS BRASIL – 80 years in 4!” expansion program. In 2012, we opened

our first store in 44 new cities and we inaugurated 111 new stores overall, reaching a total of

729 stores. For 2013, we continue to be enthusiastic about the continuity of the expansion plan,

which means we will have almost doubled the number of stores, compared to 2009. Also this

year, we intend to open our first store in Roraima, consolidating our presence in all Brazilian

states.

Seeking to satisfy the needs of our clients at any time, any place, surpassing their expectations

and offering the best shopping experience, we continued strengthening our multichannel

structure throughout 2012. Offering more convenience to our customers is our main objective.

Our e-commerce operation complements our bricks-and-mortar retail business due to the small

overlap of products mix between the channels. And we believe that this complementary

positioning is our main competitive advantage within the Brazilian retail. Expanding the reach of

our unique business model through a number of different channels, we are able to guarantee

the satisfaction of our clients and act as an important distribution channel for suppliers, as well

as generating value for shareholders.

We are pioneers in the Brazilian e-commerce market and we are convinced that B2W is the

most prepared Company to capture the growth of a market undergoing constant change and

with major opportunities. B2W has been investing in a robust and flexible digital platform to

support large sale volumes, and is preparing its decentralized logistical model in order to get

closer to its clients, offering them the best shopping experience, the best delivery service and

the best customer service.

9/ 35

In 2012, B2W was the winner through its Submarino brand in three categories of the “Reclame

Aqui Service Quality" award, and in two categories of the “Consumidor Moderno” magazine

prize. It also was elected, through Americanas.com, the preferred brand of consumers in the city

of Rio de Janeiro. Lojas Americanas reached even better placement in the Top 20 Companies

ranking prepared by Reclame Aqui, placing 4th on the list of the Best Solution Indexes Ranking,

7th in the Best Doing-Business-Again Indexes Ranking and 7

th in the Best Average Evaluations

Ranking.

The achievement of our objectives depends on the dedication of our associates, who are

inserted into an organizational culture characterized by meritocracy and focused on results. We

believe in the potential of our team, and for this reason we continued to intensify our training

programs, developing our professionals in-house so that they can grow along with the Company.

In 2012, we practically doubled the number of training hours we offered to our associates.

As part of our vision of "being the best retail company in Brazil", it is important to highlight our

efforts to be considered by society as a socially and ecologically responsible organization. In

2013, we will publish our first sustainability report and we are proud to make it already in the

internationally recognized Global Reporting Initiative (GRI) format.

We reiterate our confidence regarding Brazil’s economic development and for 2013, similar to

previous years, “we will continue to move forward along the path of learning and overcoming

obstacles, which naturally makes us enthusiastic because we will achieve higher levels of

results, always seeking better ways to satisfy the needs of our customers.”

Finally, we would like to thank the dedication — and enthusiastic and tough attitude — of our

Associates as well as the support we have received from our suppliers, customers and

shareholders.

THE MANAGEMENT

“We always want more”

10/ 35

3. ECONOMIC LANDSCAPE

Throughout 2012, internal consumption was consolidated as an important driver of the economy,

boosted by incentives measures such as the temporary reduction of the Industrialized Product

Tax (IPI) and the cut in the economy's basic interest rate (SELIC) to a historical minimum of

7.25% per year. Even facing macroeconomic challenges – with the Gross Domestic Product

(GDP) growing 0.9% and inflation as measured by the National Wide Consumer Price Index

(IPCA) reaching an accumulated rate of 5.84% — the retail sector was able to report a sales

growth of 8.4%, up 1.7 p.p. over 2011. This performance could also be partly attributed to the

evolution of the indicators for the country's labor market, which closed the year with the lowest

unemployment rate in recent history (5.5%).

Lojas Americanas is optimistic that the Brazilian retail will continue to present significant growth

opportunities, mainly due to the perspectives of modest credit expansion and reduction of

consumers’ delinquency in 2013. The Company reaffirms its confidence regarding the country’s

economic development and underscores the resilience of its unique business model through its

nationwide presence and multichannel customer service.

Source: Brazilian Institute of Geography and Statistics and Central Bank of Brazil.

11/ 35

4. STRATEGY AND INVESTMENT

In 2012, Lojas Americanas’ consolidated net revenue summed up to R$ 11.334 billion, a growth

of 13.6% over the previous year. Of this total, R$ 6.850 billion referred to the performance of the

Parent Company (brick-and-mortar stores), which sold 13.3% more than in 2011.

In the “same stores” concept, that is, including stores inaugurated more than one year

previously, accumulated net sales in 2012 rose by 8%.

In the past ten years, Lojas Americanas expanded its store network by a factor of seven through

its organic expansion program and the acquisition of BWU, the Company that owned the

BLOCKBUSTER® trademark in the country.

In 2012, in line with our “SEMPRE MAIS BRASIL” program, the Company established a new

record, opening 111 stores – 75 Traditional stores and 36 Express stores. Throughout the year

we decided to deactivate 3 stores.

At the end of 2012, Lojas Americanas owned 729 stores, divided in the following formats:

Format Number of Stores %

Traditional 463 64%

Express 266 36%729

Total 729 100%

As of today, we have more than 80 stores with contract signed or in advanced stage of

negotiation, which demonstrates the Company’s commitment in the execution of our “SEMPRE

MAIS BRASIL – 80 ANOS EM 4!” expansion plan.

372

443

491 504

564

631

709

237Stores

413Stores

468Stores

476 Stores

541Stores

621Stores

729Stores

2006 2007 2008 2009 2010 2011 2012

Nu

mb

er

of

Sto

res

Sale

s A

rea (

tho

usan

d m

²)

Evolution of Sales Area x Number of stores Position at December 31

12/ 35

The table below presents the profile of the stores opened throughout 2012:

Region FormatNumber of

Stores

Sales Area

thousand m²

Average

thousand m²

621 631.4 1.0

Traditional 32 27.4 0.9

Express 26 9.3 0.4


Express 9 2.7 0.3


Express 1 0.4 0.4


Express - - -


Express - - -


Express 36 12.5 0.3

Transfer/Remodel (3) (4.1) 1.4

729 709.5 1.0As of 12/31/2012

Midwest

Total

Southeast

Northeast

South

North

As of 12/31/2011

Expansion Plan – “SEMPRE MAIS BRASIL”

The “SEMPRE MAIS BRASIL” program, announced at the end of 2009, forecasts the opening of

400 new stores in Brazil in the period between 2010 and 2013.

As of December 31th, 2012, all the Company’s stores are located in only 254 of the more than

5,500 cities in the country, which demonstrates the opportunity for Lojas Americanas to open

new stores in cities that are at a greater distance from Brazil’s large urban centers.

As illustrated in the following chart, based on economic feasibility studies and analysis

conducted internally using the EVA® (Economic Value Added) tool, together with socio-

economic data (population, income, access to basic services, access to consumer goods,

among others), we believe that at this moment there is the possibility that our brick-and-mortar

retail stores could be present in approximately 100 additional cities.

Nationwide distribution

25496

5.150

Cities with Lojas Americanas

Cities with potential for openingLojas Americanas

13/ 35

In the last years we increased our presence in cities farther from urban centers and started our

operations in Acre, Amapá and Tocantins states. Taking into account our “SEMPRE MAIS

BRASIL” expansion program period (2010 – 2013), we opened our first store in 110 new cities.

At the end of 2012 our stores were located in 25 states of the country plus the Federal District,

with distribution as follows: 61.0% in the Southeast, 17.7% in the South/Midwest and 21.3% in

the North/Northeast. Coupled with our confidence in the development of the country, the

expansion plan for these new cities could especially benefit the North/Northeast/Midwest

regions.

As it has occurred historically, the growth should be in the proportion of 70% Traditional stores

(average sales area between 1,000 m² and 1,500 m²) and 30% Express stores (average sales

area between 300 m² and 500 m²).

The following table shows the number of stores inaugurated in 2010, 2011 and 2012:

Year Number of Stores

2010 70

2011 90

2012 111

In February, 2012, Lojas Americanas announced the creation of a new Distribution Center, this

time in Uberlândia, Minas Gerais. The new Distribution Center, which opening is expected for

the second half of the year, will guarantee a faster supply of the physical stores and a better

customer service for the Minas Gerais and for the Midwest and North regions.

Investments

In 2012, Lojas Americanas Parent Company invested a total of R$ 524.6 million, with emphasis

on: expansion, refurbishment of the stores network and technological update. In this amount,

are being considered the investment in goods for rental and others, in the value of R$ 38.5

million.

Investments R$ million %

Openings / Improvements 434.7 83%0 0%

Technology / Logistics / Operation 51.4 10%0 0%

Goods for rental and others 38.5 7%0 0%

TOTAL 524.6 100%

14/ 35

On January 11, 2013, through publication of a Material Fact, Lojas Americanas reported that it

settled its financial obligations as foreseen in a purchase and sale and other matters contract

which the Company had signed with ITAÚ UNIBANCO HOLDING S.A., through the following

payments: i) Lojas Americanas received R$ 93.6 million as a counterpart to the prior sale of its

ownership interest in the capital stock of FAI – Financeira Americanas Itaú and; ii) Lojas

Americanas paid R$ 112.4 million for the usage license owned by FAI regarding exclusivity to

offer, distribute and sell financial products and services, securities and pension products to its

clients and/or affiliates. The acquisition of the usage license was booked as an intangible

investment, totaling R$ 637.1 million in investments in the fixed assets and intangible

investment line item during the year of 2012.

People

Following our motto of “We Always Want More” and forecasting our growth targets, Lojas

Americanas intensified training, qualification and integration programs focusing on the hiring

and developing of talented young people. Through these programs, we invest in the

professional development of our associates, which are based on a system of meritocracy and

commitment with a long term view.

For each challenge associates take on, training is designed to continuously enhance their level

of knowledge and development to ensure progressively more improved results.

At the end of 2012, the Parent Company had 17,180 associates.

Training and Development

Since 2005, the Americanas Development Center (CDA) acts as the company's corporate

university. Thus, our internal educational structure seeks to be in line with the strategies,

culture, values and skills of each professional, seeking to ensure that their understanding of the

different fields of corporate management is always up to date. Our university has 17 exclusive

training centers around Brazil and its headquarters are located in Rio de Janeiro.

The professional development programs conducted in 2012 were focused on improving

employees’ commercial, operational and leadership skills. During the year, the Company

scheduled 116,677 hours of training sessions for its associates.

15/ 35

Recruiting Talent

Lojas Americanas policy is to develop talent from within by hiring associates for our internship,

trainee and new talents programs and for operating jobs at our business facilities. Thus, we

emphasize the recruitment of young university students and new graduates, which are provided

with specific training that accounts for challenges particular to the retail sector and inserts the

associate into the company’s organizational culture.

Internship Program

Nationwide in scope, we initiated the program more than 11 years ago, aimed at training

university students deemed to have the potential to become future company leaders. The

program lasts from six months to two years with a 30-hour weekly course load. During the

period, the interns learn about the day-to-day operations of the stores, head office, distribution

centers and other business units. Also during this period, sessions to instill the young people

with the company's corporate vision, mission and values, as well as equip them with the

technical tools needed to work in their activity areas are held. At the end of the program, the top

performers in the internship program have a very good chance of being hired full-time.

New Talents Program

Created in April 2011, the program's objective is to accelerate the training and development of

future leaders for the company, preparing them to accompany the quick-paced growth of the

group. Upon hiring, they are immediately placed in an operating environment, entering into

direct contact with the activities of each sector. During the first six months, the associate

participates in lectures with company managers and visits its stores, distribution centers, among

other business units.

Trainee Program

Registration for the Lojas Americanas’ Trainee Program is conducted on an annual basis. As

rapid and dynamic as the retail sector itself, this program is conducted over 12 months,

representing an intense learning experience for young candidates whose profiles suggest they

could be future managers at Lojas Americanas. The selection process consists of: registration,

an online stage, skills laboratory, HR interview, final assessment and hiring. In the first six

months, the trainee learns about the company's overall operations and undergoes various

corporate training modules. After this period, each trainee is sent to one business area for on-

the-job learning and they all get an opportunity to develop a final challenging project.

16/ 35

Program for People with Disabilities

Lojas Americanas proactively seeks to include and train people with disabilities in its

workplaces. The company offers job positions through which disabled employees are given the

opportunity to learn retail routines and develop themselves professionally. Recruitment of

candidates occurs through partnerships with municipal authorities and specialized consultants,

who indicate them for jobs in our stores and distribution centers around the country.

Furthermore, in Rio de Janeiro and São Paulo, we participate in the "Special Opportunities"

project, a specialized and accessible outreach program through which large companies offer

jobs to people with disabilities.

Young Apprentice Project

As part of our ongoing effort to prepare students for the job market, we have developed the

Young Apprentice Project together with the National Commercial Apprenticeship Service

(Senac) or equivalent organizations in cities where we have business units. Each contract is for

a fixed period of time and each participating youth is committed to enrolling in and regularly

attending elementary school.

17/ 35

5. AN OVERVIEW OF THE COMPANY’S FINANCIAL RESULTS

General considerations

The comparison of the information presented refers to Lojas Americanas’ results during the

fiscal years ending December 31, 2012 and 2011, except where otherwise indicated. The

accounting information that serves as the basis for the comments that follow are presented in

accordance with the international financial reporting standards (IFRS), to the rules issued by the

Brazilian Securities Exchange Commission (CVM) and in Reais (R$).

2012 2011 Var. (%) Financial Highlights (R$ MM) 2012 2011 Var. (%)

6,849.9 6,047.6 13.3% Net Revenue 11,334.1 9,978.4 13.6%

2,248.6 1,927.0 16.7% Gross Profit 3,394.4 2,977.7 14.0%

32.8% 31.9% +0.9 p.p. Gross Margin (%NR) 29.9% 29.8% +0.1 p.p.

1,234.6 1,028.9 20.0% Adjusted EBITDA 1,572.4 1,445.3 8.8%

18.0% 17.0% +1.0 p.p. Adjusted EBITDA Margin (%NR) 13.9% 14.5% -0.6 p.p.

391.7 319.4 22.6% Net Income 410.2 340.4 20.5%

5.7% 5.3% +0.4 p.p. Net Margin (%NR) 3.6% 3.4% +0.2 p.p.

Parent Company Consolidated

Net Revenue

In 4Q12, the parent company net revenue totaled R$ 2.296 billion, a growth of 14.4% in

comparison with the R$ 2.007 billion registered in 4Q11.

The consolidated net revenue of Lojas Americanas and its subsidiaries reached R$ 3.758 billion

in 4Q12, a gain of 21.6% when compared with the R$ 3.091 billion reported in 4Q11.

In 2012, the parent company net revenue totaled R$ 6.850 billion, an evolution of 13.3% in

relation to the R$ 6.048 billion disclosed in 2011.

In the consolidated, the net revenue of Lojas Americanas and its subsidiaries in 2012 summed

up to R$ 11.334 billion, an improvement of 13.6% when compared with the R$ 9.978 billion

registered in 2011.

In the “same stores sales” concept, the growth of net revenue in 4Q12 over 4Q11 was 9%.

At the end of the year, the growth was 8% in relation to 2011.

18/ 35

2.6303.210

3.9334.610

5.3456.048

6.850

2006 2007 2008 2009 2010 2011 2012

+17.3%

CAGR

Parent Company Net Revenue (R$ billion)

3.784

5.7316.975

8.1759.389 9.978

11.334

2006 2007 2008 2009 2010 2011 2012

+20.1%

CAGR

Consolidated Net Revenue (R$ billion)

Gross Profit / Gross Margin

In the 4Q12, the gross margin was 36.6% of net revenue (NR), an evolution of 1.0 p.p. when

compared with the gross margin of 35.6% of NR obtained in 4Q11. The consolidated gross

margin in 4Q12 was 32.0% of NR, the same level reported in 4Q11.

In 2012, the gross margin of the parent company was 32.8% of NR, an increase of 0.9 p.p. in

relation to the gross margin of 31.9% presented in 2011. The consolidated gross margin was

29.9% of NR in 2012, a gain of 0.1 p.p. in relation to the previous year.

Selling, General and Administrative Expenses

In 4Q12, the selling, general and administrative expenses in the parent company summed up to

R$ 309.0 million, or 13.5% of NR, a variation of 0.9 p.p. in relation to 4Q11.

From a consolidated point of view, selling, general and administrative expenses in the 4Q12

totaled R$ 561.3 million, or 14.9% of NR, a variation of 1.2 p.p. over the same period of the

previous year.

In 2012, the selling, general and administrative expenses of the parent company totaled

R$ 1,014.0 million, or 14.8% of NR, a variation of -0.1 p.p. in relation to 2011.

The consolidated selling, general and administrative expenses in 2012 reached R$ 1,822.0

million, or 16.1% of NR, a variation of 0.7 p.p. when compared with 2011.

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18.6 17.8 17.416.2

15.2 14.9 14.8

2006 2007 2008 2009 2010 2011 2012

Parent Company Sales, General and Administrative Expenses (%NR)

18.8 19.4 19.218.1

16.815.4 16.1

2006 2007 2008 2009 2010 2011 2012

Consolidated Sales, General and Administrative Expenses (%NR)

Adjusted EBITDA

In 4Q12, the parent company Adjusted EBITDA reached R$ 532.2 million, an increase of 15.2%

when compared with 4Q11. The parent company Adjusted EBITDA margin for the period was

23.2%, 0.2 p.p. above the margin reported in 4Q11.

The consolidated Adjusted EBITDA summed up to R$ 642.2 million in 4Q12, an expansion of

13.2% in relation to 4Q11. The consolidated Adjusted EBITDA margin in the 4Q12 was 17.1%

of NR, a variation of -1.3 p.p. in relation to 4Q11.

In 2012, the parent company Adjusted EBITDA totaled R$ 1,234.6 million, a growth of 20.0% in

comparison with 2011. The parent company Adjusted EBITDA margin for the period was 18.0%,

1.0 p.p. above the margin reported in 2011.

From a consolidated point of view, Adjusted EBITDA reached R$ 1,572.4 million in 2012, an

improvement of 8.8% in relation to 2011. The consolidated Adjusted EBITDA margin in the year

was 13.9% of NR, a variation of -0.6 p.p. in relation to the previous year.

The following table shows the Adjusted EBITDA per Company:

Adjusted EBITDA 2012 %RL 2011 %RL R$ ∆ %

Consolidated 1,572.4 13.9% 1,445.3 14.5% 127.1 8.8%

LOJAS AMERICANAS 1,234.6 18.0% 1,028.9 17.0% 205.7 20.0%

B2W 331.2 6.9% 415.4 9.8% (84.2) -20.3%

BWU and Other 6.6 - 1.0 - 5.6 560.0%

305.6393.4

541.0644.1

811.0

1,028.9

1,234.6

11.6%12.3%

13.8%14.0%

15.2%

17.0%

18.0%

2006 2007 2008 2009 2010 2011 2012

+26.2%

CAGR

Parent Company Adjusted EBITDA

455.1

719.5895.6

1,092.9

1,355.4 1,445.31,572.4

12.0%12.6% 12.8%

13.4%14.4% 14.5% 13.9%

2006 2007 2008 2009 2010 2011 2012

+23.0%

CAGR

Consolidated Adjusted EBITDA

20/ 35

Adjusted EBITDA (Operating profit before interest, taxes, depreciation and amortization, other operating

income/expenses, equity accounting, minority participation, statutory participation and discontinued

operations) 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.

EBITDA (CVM 527/12)

On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction

527/12, which disposes about the voluntary disclosure of not of 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

EBITDA reconciliation in the following table.

EBITDA Reconciliation - R$ MM 2012 2011 ∆ % 2012 2011 ∆ %

Gross Profit 2,248.6 1,927.0 16.7% 3,394.4 2,977.7 14.0%

(+) Sales Expenses (947.5) (836.5) 13.3% (1,671.8) (1,391.1) 20.2%

(+) General and Administrative Expenses (66.5) (61.6) 8.0% (150.2) (141.3) 6.3%

(=) Adjusted EBITDA 1,234.6 1,028.9 20.0% 1,572.4 1,445.3 8.8%

(+) Other Operat. Income (Expenses)* (33.5) (36.0) -6.9% (94.8) (138.2) -31.4%

(+) Equity Accounting (81.2) (23.4) 247.0% - - -

(+) Statutory Participation (23.4) (19.2) 21.9% (23.4) (19.2) 21.9%

(+) Discontinued Operations 34.5 14.9 131.5% 34.5 14.9 131.5%

(=) EBITDA (CVM 527/12) 1,131.0 965.2 17.2% 1,488.7 1,302.8 14.3%


Adjusted EBITDA - Operating profit before interest, taxes, depreciation and amortization, other operating income/expenses, equity accounting, minority participation, statutory participation and discontinued operations.

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, amortization and

depletion.

Net Financial Result

In 4Q12, the parent company net financial expenses totaled R$ 95.8 million, a variation of

-26.8% in relation to the R$ 130.8 million net financial expenses registered in 4Q11.

The consolidated financial expenses in 4Q12 was R$ 216.4 million, which represents a variation

of -8.1% in comparison with the expenses of R$ 235.6 million reported in 4Q11.

In the parent company, the net financial expenses in 2012 totaled R$ 396.4 million, a variation

21/ 35

of +0.5% in relation to the R$ 394.6 million expenses presented in 2011.

In the consolidated, the financial expenses in 2012 was R$ 786.6 million, a variation of +8.8%

when compared with the expenses of R$ 723.0 million from the previous year.

For a better evaluation of the parent company’s net financial result we must consolidate the

revenues and financial expenses of the non-operating subsidiaries (BWU and others). Thus, in

the following table, we present a view of the financial result with the aforementioned effects.

Breakdown of the Net Financial Result - R$ MM 2012 2011 ∆ %

Parent Company Net Financial Result (before non-operating subsidiaries) (396.4) (394.6) 0.5%

(+) Net Financial Result of Non-Operating Subsidiaries 30.0 43.6 -31.2%

(+) B2W Net Financial Result - Consolidated (420.2) (372.0) 13.0%

Consolidated Net Financial Result (786.6) (723.0) 8.8%

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 - Interbank Deposit Certificate: average rate of funding through the interbank market

Net Result

The parent company net income in 4Q12 reached R$ 243.7 million, an evolution of 39.2% when

compared with the R$ 175.1 million disclosed in 4Q11. The variation in the parent company net

income is mainly related to the improvement of the operating result and to the reduction of the

financial expenses in the quarter.

In the consolidated, the net income in 4Q12 was R$ 248.1 million, an increase of 37.7% in

relation to the R$ 180.2 million over the same period in the previous year.

The parent company net income in 2012 totaled R$ 391.7 million, a growth of 22.6% in

comparison with the R$ 319.4 million reported in 2011.

In the consolidated, the net income in 2012 summed up to R$ 410.2 million, an improvement of

20.5% when compared with the R$ 340.4 million registered in the previous year.

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The following table shows the main variations from Parent Company Adjusted EBITDA to net

result:

Reconciliation of the Net Result - R$ MM 2012 2011 ∆ %

Adjusted EBITDA 1,234.6 1,028.9 20.0%

(+) Depreciation / Amortization (136.6) (111.6) 22.4%

(+) Net Financial Result (396.4) (394.6) 0.5%

(+) Equity Accounting (81.2) (23.4) 247.0%

(+) Other Operat. Income (Expenses)* (33.5) (36.0) -6.9%

(+) Minority / Statutory Participation (23.4) (19.2) 21.9%

(+) Income tax and social contribution (206.3) (139.6) 47.8%

(+) Discontinued Operations 34.5 14.9 131.5%

(=) Net Result 391.7 319.4 22.6%

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

Parent Company


The following table shows the main variations from Consolidated Adjusted EBITDA to net result:

Reconciliation of the Net Result - R$ MM 2012 2011 ∆ %

EBITDA¹ 1,572.4 1,445.3 8.8%

(+) Depreciation / Amortization (210.4) (159.1) 32.2%

(+) Net Financial Result (786.6) (723.0) 8.8%

(+) Other Operat. Income (Expenses)* (94.8) (138.2) -31.4%

(+) Minority / Statutory Participation 40.2 17.5 129.7%

(+) Income tax and social contribution (145.1) (117.0) 24.0%

(+) Discontinued Operations 34.5 14.9 131.5%

(=) Net Result 410.2 340.4 20.5%

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

Consolidated


Indebtedness Lojas Americanas uses its cash flow giving priority to investments that generate the best returns

for shareholders. Thus, we have listed below the main actions carried out in the period between

01/01/2011 and 12/31/2011:

Investments made by Lojas Americanas and B2W in property and intangible assets

(websites and systems development) of R$ 933.6 million;

Payment of interest on equity and gross dividends in the amount of R$ 79.9 million.

Lojas Americanas’ consolidated short and long-term loans and debentures at 12/31/2012

totaled R$ 6,252.3 million. If we deduct the cash position of R$ 4,629.4 million (cash + money

market investments + accounts receivable from credit and debit cards) from total loans, we will

reach a net debt position of R$ 1,622.9 million.

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R$ million

Indebtedness 12/31/2012* 09/30/2012*

Short Term Debt 1,193.6 1,459.1

Short Term Debentures 166.5 147.4

Shot Term Indebtedness 1,360.1 1,606.5

Long Term Debt 2,556.8 1,860.9

Long Term Debentures 2,335.4 1,669.0

Long Term Indebtedness 4,892.2 3,529.9

Total Debt (1) 6,252.3 5,136.4

Cash and banks 183.5 99.0

Money market investments 2,924.8 1,792.6

1,521.1 1,120.8

Total Cash (2) 4,629.4 3,012.4- -

Net Cash (Debt) (2) - (1) (1,622.9) (2,124.0)

Net Debt / EBITDA¹ LTM 1.0 1.4

Average Maturity of Debt (in days) 1,075 977

* Dismisses FAI's impact on the Company's accounts receivable

Consolidated

Accounts Receivable


At 12/31/2012, the Company’s net debt was 1.0x of the accumulated EBITDA in 2012. The

average maturity of the debt was 1,075 days at 12/31/2012 (35 months).

In order to face the uncertainties and the volatility of the financial market, Lojas Americanas is

guided by the principle of preserving cash and extending its debt profile. During the past years,

a number of measures were taken with this objective in mind, which permits us to consolidate

the Company’s long-term growth plan.

Accounts receivable is composed of receivables from credit cards, net of the discounted value

which have immediate liquidity and can be considered as cash. The breakdown of accounts

receivable from the consolidated point of view of Lojas Americanas is shown in the following

table:

Accounts Receivable Conciliation 12/31/2012* 09/30/2012*

Gross Credit-Cards Receivable 2,869.0 2,501.9

Electronic debits and checks Receivables 32.0 21.6

Receivable Discounts (1,379.9) (1,402.7)

1,521.1 1,120.8

Present-value adjustment (17.2) (10.0)

Allowance for doubtful accounts (53.2) (62.0)

Other accounts receivable 171.5 240.5

Consolidated Net Accounts Receivable 1,622.2 1,289.3

* Dismisses FAI's impact on the Company's accounts receivable

Accounts Receivable from credit / debit cards

24/ 35

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.

No exposure to foreign exchange variations

Lojas Americanas S.A.’s balance sheet at the end of 2012 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).

Sales by means of payment

The breakdown of the sales, by means of payment in 2012 and 2011 can be seen in the

following table:

Means of Payment 2012 2011 Var. 2012 2011 Var.

Cash 60% 58% +2 p.p. 50% 47% +3 p.p.

Credit Cards 40% 42% -2 p.p. 50% 53% -3 p.p.


Parent Company net working capital

Lojas Americanas’ net working capital in 4Q12 was negative in 20 days, an evolution of 2 days

when compared with the -18 days presented in 4Q11.

-20-18

- 2 days

12/31/2011 12/31/2012

(Net Working Capital = Days of Inventory + Days of Accounts Receivable – Days of Suppliers)

The change in Lojas Americanas’ net working capital during the period demonstrates the

constant striving to improve our operating processes and the development of partnerships with

our suppliers.

25/ 35

Customer Service’s Level

Seeking to reward companies with excellent customer service’s levels, the complaint website

Reclame Aqui has created the RA 1000 Seal. Companies who receive this Seal show the

customer their commitment to post-sales service, raising its trust in their brand, services and

products.

Lojas Americanas received RA 1000 for its excellent levels of customer’s

Response, Solution and Evaluation. With regard to the complaints registered

by the website, 100% of the cases were promptly answered and more than

96% were conveniently solved.

The Company stands out in Reclame Aqui Top 20 Enterprises Rankings.

Among thousands of subscribed companies, Lojas Americanas S.A. is

currently in 4th

PLACE IN THE BEST SOLUTION INDEXES RANKING, in

7th

PLACE IN THE BEST DOING-BUSINESS-AGAIN INDEXES RANKING

and in 7th

PLACE IN THE BEST AVERAGE EVALUATIONS RANKING.

The Seal and the important position reinforce Lojas Americanas’ goal of bringing more

convenience to their clients and exceeding their expectations when meeting their needs.

26/ 35

Indicators of B2W

We are presenting below the results for 2012 of our subsidiary B2W (BOVESPA: BTOW3).

The accounting information that serves as the basis for the following comments are presented

pursuant to international financial reporting standards (IFRS) as well as the regulations issued

by the Brazilian Securities Exchange Commission (CVM) and the Novo Mercado listing

regulations, and are in reais (R$). The comparisons refer to 2011.

Gross Revenue

In 4Q12, the consolidated gross revenue reached R$ 1,821.4 million, a growth of 38.0%;

Net Revenue

In 4Q12, the consolidated net revenue reached R$ 1,588.2 million, a growth of 35.0%;

Gross Profit

In 4Q12, the consolidated gross profit reached R$ 362.3 million, a growth of 32.4% and the

consolidated gross margin reached 22.8%;

Adjusted EBITDA

In 4Q12, the consolidated adjusted EBITDA was R$ 109.6 million, a growth of 7.8%;

Improvement of 21 days in Consolidated Net Working Capital

The consolidated net working capital at December 31, 2012 was 98 days, representing an

improvement of 21 days when compared to the 119 days presented at December 31, 2011;

Evolution of the PROCON-SP Complaints Ratings

In 2012, the number of complaints registered in PROCON-SP presented a significant reduction of

59% when compared to the year of 2011; B2W was the winner of the “Consumidor Moderno” Award in 2 categories

B2W, through its Submarino brand, won the “Consumidor Moderno” Award in the “Best Internet

Shopping Experience” and “Best Contact Experience” categories in 2012;

Submarino Card received the RA 1000 seal

The Submarino Card received from Reclame Aqui the RA 1000 seal for its excelent Response,

Solution and Evaluation ratings in the last-12-month indicator.

Adjusted EBITDA (Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and

equity accounting).

27/ 35

Consolidated Income Statement


Income Statement

(in million of Brazilian reais) 4Q12 4Q11 Variation 2012 2011 Variation

Gross Sales and Services Revenue 4,375.4 3,586.4 22.0% 13,089.9 11,493.9 13.9%

Taxes on sales and services (617.0) (495.3) 24.6% (1,755.8) (1,515.5) 15.9%

Net Sales and Services Revenue 3,758.4 3,091.1 21.6% 11,334.1 9,978.4 13.6%

Cost of goods and services sold (2,554.9) (2,101.0) 21.6% (7,939.7) (7,000.7) 13.4%

Gross Profit 1,203.5 990.1 21.6% 3,394.4 2,977.7 14.0%

Gross Margin (% NR) 32.0% 32.0% - 29.9% 29.8% +0.1 p.p.

Operating Revenue (Expenses) (619.7) (461.9) 34.2% (2,032.4) (1,691.5) 20.2%

Selling expenses (513.0) (377.8) 35.8% (1,671.8) (1,391.1) 20.2%

General and administrative expenses (48.3) (44.8) 7.8% (150.2) (141.3) 6.3%

Depreciation and amortization (58.4) (39.3) 48.6% (210.4) (159.1) 32.2%

Operating Income before Net Financial Result

and Equity Accounting583.8 528.2 10.5% 1,362.0 1,286.2 5.9%

Net Financial Result (216.4) (235.6) -8.1% (786.6) (723.0) 8.8%

Other operating income (expenses)* (51.3) (52.3) -1.9% (94.8) (138.2) -31.4%

Minority interest (10.8) (7.3) 47.9% 40.2 17.5 129.7%

Discontinued operations 41.9 9.1 360.4% 34.5 14.9 131.5%

Income tax and social contribution (99.1) (61.9) 60.1% (145.1) (117.0) 24.0%

Net Income of the Period 248.1 180.2 37.7% 410.2 340.4 20.5%

Net Margin (% NR) 6.6% 5.8% +0.8 p.p. 3.6% 3.4% +0.2 p.p.

Adjusted EBITDA 642.2 567.5 13.2% 1,572.4 1,445.3 8.8%

Adjusted EBITDA Margin (% NR) 17.1% 18.4% -1.3 p.p. 13.9% 14.5% -0.6 p.p.

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

Consolidated

Periods ended in December 31

Consolidated



28/ 35

Parent Company Income Statement


Income Statement

(in million of Brazilian reais) 4Q12 4Q11 Variation 2012 2011 Variation

Gross Sales and Services Revenue 2,694.1 2,374.2 13.5% 8,044.3 7,139.5 12.7%

Taxes on sales and services (397.8) (367.7) 8.2% (1,194.4) (1,091.9) 9.4%

Net Sales and Services Revenue 2,296.3 2,006.5 14.4% 6,849.9 6,047.6 13.3%

Cost of goods and services sold (1,455.1) (1,292.2) 12.6% (4,601.3) (4,120.6) 11.7%

Gross Profit 841.2 714.3 17.8% 2,248.6 1,927.0 16.7%

Gross Margin (% NR) 36.6% 35.6% +1,0 p.p. 32.8% 31.9% +0.9 p.p.

Operating Revenue (Expenses) (348.3) (284.2) 22.6% (1,150.6) (1,009.7) 14.0%

Selling expenses (289.6) (234.1) 23.7% (947.5) (836.5) 13.3%

General and administrative expenses (19.4) (18.4) 5.4% (66.5) (61.6) 8.0%

Depreciation and amortization (39.3) (31.7) 24.0% (136.6) (111.6) 22.4%

Operating Income before Net Financial Result

and Equity Accounting492.9 430.1 14.6% 1,098.0 917.3 19.7%

Net Financial Result (95.8) (130.8) -26.8% (396.4) (394.6) 0.5%

Equity accounting (26.1) (9.0) 190.0% (81.2) (23.4) 247.0%

Other operating income (expenses)* (32.9) (32.1) 2.5% (33.5) (36.0) -6.9%

Minority interest (23.4) (19.2) 21.9% (23.4) (19.2) 21.9%

Discontinued operations 41.9 9.1 360.4% 34.5 14.9 131.5%

Income tax and social contribution (112.9) (73.0) 54.7% (206.3) (139.6) 47.8%

Net Income of the Period 243.7 175.1 39.2% 391.7 319.4 22.6%

Net Margin (% NR) 10.6% 8.7% +1.9 p.p. 5.7% 5.3% +0.4 p.p.

Adjusted EBITDA 532.2 461.8 15.2% 1,234.6 1,028.9 20.0%

Adjusted EBITDA Margin (% NR) 23.2% 23.0% +0.2 p.p. 18.0% 17.0% +1,0 p.p.

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

Parent Company


Parent Company



29/ 35

6. CORPORATE GOVERNANCE AND CAPITAL MARKETS

Since 1940, Lojas Americanas S.A. has been listed on São Paulo Stock, Merchandise and

Futures Exchange (BM&FBOVESPA). The Company has a shareholder base composed of

common shares (LAME3) and preferred shares (LAME4). Lojas Americanas has a Board of

Directors consisting of eight members, five appointed by the controllers, one appointed by

minority shareholders, and two appointed by the Board of Directors. Lojas Americanas also has

a Fiscal Council formed by three members, two being indicated by the controllers and one

indicated by the minority shareholders.

Below is a brief description of the major corporate events of 2012:

On January 19, 2012, the Company reported the 6th Issue of simple debentures, non-convertible

into shares, for a global total amount of R$ 500 million. The funds obtained through the

debentures issuance will be used for reinforcing the Company’s cash as well as lengthening its

debt profile.

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 – Allocation of the net income reported for the fiscal year ended December 31, 2011;

3 – Proposal for the adoption of the Capital Budget for the fiscal year of 2012;

4 – Increase of the social capital, upon the capitalization of net profit reserves;

5 – Amendment to the Bylaws of the Company and its consolidation;

6 – Review of the Company’s Stock Option Plan;

7 – Establishment of the Fiscal Council and the election of Messrs. Ricardo Scalzo, Vicente

Antonio de Castro Ferreira and Márcio Luciano Mancini to the position of full members and

Messrs. Carlos Alberto de Souza, André Amaral de Castro Leal, and Pedro Carvalho de Mello

as alternate members.

On August 3, 2012, at an Extraordinary Shareholders Meeting, the shareholders unanimously

elected Love Goel as a new effective member of the Company’s Board of Directors, for a

mandate that shall expire, along with the other members of the Management, as of the holding

of the General Shareholders Meeting in 2013.

30/ 35

On December 13, 2012, the Company reported the 7th Issue of simple debentures, non-

convertible into shares, of chirographic type, in two series, for public distribution with restricted

placement efforts, for a global total amount of R$ 650 million. The funds obtained through the

debentures issuance will be used for lengthening its debt profile.

On January 11, 2013, through publication of a Material Fact, Lojas Americanas reported that it

settled its financial obligations as foreseen in a purchase and sale and other matters contract

which the Company had signed with ITAÚ UNIBANCO HOLDING S.A., through the following

payments: i) Lojas Americanas received R$ 93.6 million as a counterpart to the prior sale of its

ownership interest in the capital stock of FAI – Financeira Americanas Itaú and; ii) Lojas

Americanas paid R$ 112.4 million for the usage license owned by FAI regarding exclusivity to

offer, distribute and sell financial products and services, securities and pension products to its

clients and/or affiliates. The acquisition of the usage license was booked as an intangible

investment, totaling R$ 637.1 million in investments in the fixed assets and intangible

investment line item during the year of 2012. In addition, Lojas Americanas offered B2W the

portion related to B2W’s distribution channels for the right to exclusivity, to offer, distribute and

sell the Financial Products and Services. The offer was accepted through payment to LASA, by

B2W, of an agreed amount of R$ 16.5 million.

The minutes of the meetings listed above, as well as other corporate and financial information of

Lojas Americanas S.A. are available for inspection on our Investor Relations website

(http://ir.lasa.com.br) and on the website of the Brazilian Securities and Exchange Commission

(www.cvm.gov.br).

http://ir.lasa.com.br/

http://www.cvm.gov.br/

31/ 35

100% Tag Along Rights for all Shareholders

Lojas Americanas has maintained a commitment, as part of its Bylaws, to concede full (100%)

tag-along rights for all of the Company’s common and preferred shares since 2006. This

guarantees that all Lojas Americanas’ shareholders will receive equal treatment in the event of a

change of ownership, with the right to sell their shares under the same conditions as the

controlling shareholders being guaranteed.

Establishment of B2W with high standards of Corporate Governance

At the end of 2006, Lojas Americanas announced the merger of its Americanas.com subsidiary

with Submarino. The operation resulted in the creation of B2W. Lojas Americanas’ shareholders

owned, at the time, 53.25% equity in the new company.

B2W was constituted under the rules established through the BM&FBOVESPA’s “Novo

Mercado” (New Market), the highest level of Corporate Governance in Brazil. The rules include

the requirement of a shareholder base comprised exclusively of common shares and the

election of independent members to the Board of Directors. B2W’s Board of Directors is made

up of seven members, of which four are indicated by Lojas Americanas and three are

independent members. B2W also has a Fiscal Committee consisting of three members, two

appointed by the controller and one nominated by the minority shareholders.

Dividends Policy

The Company’s Bylaws, in line with the principles of existing legislation, establish the minimum

value for dividends at 25% of net profit for the fiscal period, after the setting up of a 5% legal

reserve.

In 2012, R$ 79.9 million was distributed to the shareholders, of which R$ 50.9 million was in the

form of dividends and R$ 29.0 million was as payment of interest on own equity (before income

tax withheld at the source), based on the net profit realized during the year of 2011.

Share Buy-Back Program

Lojas Americanas has had a buy-back program in effect since 2003 for the purchase of

Company shares, with the objective of holding them in treasury or future cancellation. The

program calls for the buy-back of up to 10,788,942 common, nominative subscribed shares and

36,505,323 nominative subscribed preferred shares.

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Stock

Lojas Americanas preferred shares (LAME4) are traded on the Ibovespa, the most important

indicator of the average performance of prices of shares traded on Brazilian stock markets.

Moreover, the Company’s common and preferred shares are part of the differentiated Share

Tag-Along Index (ITAG). This indicator is composed of the shares of companies that offer the

same conditions to minority shareholders in the event of a change in ownership control.

Furthermore, Lojas Americanas S.A. also is on other important indexes, such as the IBRX-50,

ICO2, ICON, IVBX-2, MLCX and MSCI-Barra.

Independent Auditors

Pursuant to CVM Instruction 381, the Company reports that its independent auditors rendered

services for evaluating the tax and accounting procedures adopted by the Company and its

B2W subsidiary, having been hired, respectively, on July 25 and June 25, 2012, representing

about 25% 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.

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7. SOCIO-ENVIRONMENTAL ASPECTS

Sustainability Committee

Aligned with its vision of being a socially and ecologically responsible

organization, the company created the Sustainability Committee in 2007. The

Committee’s objectives are: to strengthen environmental awareness, reduce the

consumption of water, energy and waste generation and develop social-

environmental projects applicable to both business and community realities,

striving to improve the quality of life of its associates and other stakeholders

(shareholders, clients, suppliers, service suppliers, government and society).

The Committee takes a multidisciplinary approach, made up of representatives of the

Investor Relations, Human Resources, Institutional Affairs, Management, Commercial and

Treasury Departments. Each week it discusses and plans the implementation of actions

designed to promote the company's sustainable development — always referencing the needs

of its social, environmental and economic stakeholders.

The Sustainability Committee was formally established by the Board of Directors in

2010 and since then has quickly assumed an important role within the company. In the same

year, it was created a specific hotsite to “Companhia Verde” in the Investor Relations website. In

this space are presented the Committee objectives, the Company’s Environmental Policy, the

Carbon Inventory and a specific communication channel for the sustainability issues

([email protected]). Thus, it is possible that all stakeholders can interact directly with the

Committee, clarifying questions and sending suggestions.

Code of Ethics and Conduct

Lojas Americanas’ Code of Ethics and Conduct compiles the values and commitments

that must be applied by every associate to his or her relationship with the other stakeholders

(shareholders, clients, suppliers, service suppliers, government and society).

The Code presents the company’s ethical and behavioral principles, the respect due

individual differences and the constant care to be taken regarding social responsibility inherent

in relations with stakeholders.

As of the moment new associates enter the company, they sign a Term of Acceptance

of the Code of Ethics and Conduct, thereby becoming committed to compliance with the rules

mailto:[email protected]

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and principles contained in the document. Through the Code of Ethics and Conduct, the

company strengthens its commitment to:

Respect for laws;

Access to Education and Development activities;

Safety and Health;

Eradication of force or compulsory work;

Eradication of child labor;

Prevention of harassment;

Commitment for combating sexual exploitation of children and teenagers;

Combating the practice of discrimination in all its forms;

Valuing diversity;

Respect for freedom to join unions and the right to collective bargaining.

Social Aspects

Lojas Americanas is recognized in the market for generating internal opportunities and

developing its corps of professionals. Moreover, we send quality products at fair prices to

municipalities with little or no access to the variety that our Company offers, raising the quality of

life in such locations in an ethical and responsible manner.

Lojas Americanas promotes the Program for the Physically Challenged (PPD), a project

that encourages hiring employees with special needs and fosters the social inclusion of these

individuals by opening the door to the labor market.

The Young Apprentice Project is being developed together with the National Business

Apprenticeship Service (SENAC) or equivalent organizations, in cities where Lojas Americanas

has business units. The Program is designed to prepare young students for the labor market.

The contract is for a fixed period of time and, in counterpart, the candidate makes a commitment

to enroll in, and regularly attend, elementary school.

Environment

The Company keeps its selective waste collection program at the Head Offices and at

the Distribution Centers, in order to eliminate and better dispose the waste that is generated.

Training and communication programs are also developed to encourage the reduction in the

generation of waste and the consumption of natural resources. In 2012, we continued to monitor

water and energy consumption through an internal application that facilitates weekly control,

identifies anomalies and allows problems to be handled as soon as they arise.

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We continuously strive to be more transparent to the market and reduce our impacts on

global warming. Accordingly, we developed important initiatives in 2012:

Lojas Americanas has been a member of the Brazilian Greenhouse Gas

Protocol (GHG Protocol) Program since 2009. This internationally recognized

methodology is used by companies and governments for the preparation of

GHG inventories. The measurements of greenhouse gas emissions resulting

from its operations are published in the GHG Inventory on the Companhia

Verde hotsite, on the Investor Relations’ website, and in the Public Registration

of Emissions of the Brazilian GHG Protocol Program

(www.registropublicodeemissoes.com.br). The Inventory is a fundamental step

for combating climate change.

The Company is part of initiatives of great relevance to the market such as

Carbon Disclosure Project (CDP), a non-profit organization that seeks to

encourage transparency on publicly-held corporations climate management

practices, and BM&FBOVESPA's Efficient Carbon Index, an indicator that takes

into consideration the efficiency of the greenhouse gas emissions of the most

traded companies on the stock exchange to comprise a stock portfolio.

Environmental education is an important activity for the Companhia Verde.

Training conducted at our Americanas Development Center (CDA), newsletters

sent by e-mail, a regular column on these topics in all of the editions of "Isto é

LASA" (the in-house corporate newspaper), periodic pop-up alerts on

computers and orientation materials for new employees are some of the ways

that the company has found to increase the awareness and the engagement of

all. We will continue to rely on this involvement to achieve even better results in

2013, making our Company more socially and environmentally responsible.

In 2013, we are going to release our first Sustainability Report, already based on the

internationally recognized Global Reporting Initiative (GRI) standards. It is designed to increase

the transparency of our actions, offering greater credibility to the dissemination of the company's

social, environmental and economic performances. The document, to be published annually,

strengthens our commitment to shareholders, clients, suppliers, service providers, government

and society.

http://www.registropublicodeemissoes.com.br/

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