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(A free translation of the original in Portuguese)

B2W - CompanhiaDigital (former B2W -Companhia Global do Varejo)Quarterly information - ITRat March 31, 2013 andreport on review ofquarterly information

PricewaterhouseCoopers, Av. José Silva de Azevedo Neto 200, 1º e 2º, Torre Evolution IV, Barra da Tijuca, Rio de Janeiro, RJ, Brasil 22775-056T: (21) 3232-6112, F: (21) 3232-6113, www.pwc.com/br

PricewaterhouseCoopers, Rua da Candelária 65, 20º, Rio de Janeiro, RJ, Brasil 20091-020, Caixa Postal 949,T: (21) 3232-6112, F: (21) 2516-6319, www.pwc.com/br

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(A free translation of the original in Portuguese)

Report on review of quarterly information

To the Board of Directors and ShareholdersB2W - Companhia Digital

Introduction

We have reviewed the accompanying parent company and consolidated interim accountinginformation of B2W - Companhia Digital ("Company"), f0rmer B2W - Companhia Global do Varejo,included in the Quarterly Information Form (ITR) for the quarter ended March 31, 2013, comprisingthe balance sheet as at that date and the statements of operations, comprehensive income, changes inequity and cash flows for the quarter then ended, and a summary of significant accounting policies andother explanatory information.

Management is responsible for the preparation of the parent company interim accounting informationin accordance with the accounting standard CPC 21, Interim Financial Reporting, of the BrazilianAccounting Pronouncements Committee (CPC), and of the consolidated interim accountinginformation in accordance with CPC 21 and International Accounting Standard (IAS) 34 - InterimFinancial Reporting issued by the International Accounting Standards Board (IASB), as well as thepresentation of this information in accordance with the standards issued by the Brazilian SecuritiesCommission (CVM), applicable to the preparation of the Quarterly Information (ITR). Ourresponsibility is to express a conclusion on this interim accounting information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and International Standards on Reviews ofInterim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed bythe Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity, respectively). A review of interim informationconsists of making inquiries, primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures. A review is substantially less in scope than anaudit conducted in accordance with Brazilian and International Standards on Auditing andconsequently does not enable us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the parent companyinterim information

Based on our review, nothing has come to our attention that causes us to believe that theaccompanying parent company interim accounting information included in the quarterly informationreferred to above has not been prepared, in all material respects, in accordance with CPC 21 applicableto the preparation of the Quarterly Information, and presented in accordance with the standardsissued by the CVM.

B2W - Companhia Digital

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Conclusion on the consolidatedinterim information

Based on our review, nothing has come to our attention that causes us to believe that theaccompanying consolidated interim accounting information included in the quarterly informationreferred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS34 applicable to the preparation of the Quarterly Information, and presented in accordance with thestandards issued by the CVM.

Other matters

Statements of value added

We have also reviewed the parent company and consolidated statements of value added for the quarterended March 31, 2013. These statements are the responsibility of the Company's management, and arerequired to be presented in accordance with standards issued by the CVM applicable to thepreparation of Quarterly Information (ITR) and are considered supplementary information underIFRS, which do not require the presentation of the statement of value added. These statements havebeen submitted to the same review procedures described above and, based on our review, nothing hascome to our attention that causes us to believe that they have not been prepared, in all materialrespects, in a manner consistent with the parent company and consolidated interim accountinginformation taken as a whole.

Rio de Janeiro, May 6, 2013

PricewaterhouseCoopersAuditores IndependentesCRC 2SP000160/O-5 "F" RJ

Claudia Eliza Medeiros de MirandaContadora CRC 1RJ087128/O-0

B2W - Companhia Digital (former B2W - Companhia Global do Varejo)

Balance sheet at March 31In thousands of reais (A free translation of the original in Portuguese)

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ASSETS 03/31/2013 12/31/2012 03/31/2013 12/31/2012

CURRENT

Cash and cash equivalents 6,261 8,075 33,635 36,267

Marketable securities 845,356 1,125,926 1,003,439 1,333,890

Accounts receivables 224,066 363,250 840,266 857,950

Inventories 799,336 709,801 806,077 726,240

Recoverable taxes 134,094 110,980 148,237 127,534

Prepaid expenses 15,569 15,654 16,983 16,946

Other current assets 36,462 34,798 38,784 37,948

Total current assets 2,061,144 2,368,484 2,887,422 3,136,775

NON-CURRENT

Long-term assets:

Marketable securities 22,493 22,538 - -

Recoverable taxes 91,318 85,051 91,318 85,051

Deferred income tax and social contribution 269,250 236,427 290,405 256,862

Escrow deposits 26,685 25,364 26,842 25,509

Related parties 34,264 67,935 - 30,848

Other non-current assets - - 871 873

Investments 71,942 71,851 - -

Property and equipment 251,310 249,184 262,899 262,015

Intangible 1,047,895 950,031 1,087,794 988,814

Deferred 8,349 11,915 - -

Total non-current assets 1,823,506 1,720,296 1,760,129 1,649,972

TOTAL ASSETS 3,884,650 4,088,780 4,647,551 4,786,747

Parent Company Consolidated


Balance sheet at March 31In thousands of reais (continued)

The accompanying notes are an integral part of these financial statements.

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LIABILITIES AND SHAREHOLDERS' EQUITY 03/31/2013 12/31/2012 03/31/2013 12/31/2012

CURRENT

Suppliers 776,063 911,852 834,652 960,175

Loans and financing 371,506 438,301 544,187 594,745

Debentures 32,288 22,396 32,288 22,396

Salaries, provisions and social contributions 26,598 24,447 30,708 28,448

Taxes payable 4,697 4,444 8,190 8,839

Income tax and social contribution - - 1,777 4,275

Other current liabilities 17,277 15,427 47,986 28,513

Total current liabilities 1,228,429 1,416,867 1,499,787 1,647,391

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 1,115,688 1,074,486 1,596,718 1,540,244

Debentures 603,786 601,467 603,786 601,467

Provisions for contingencies 22,911 18,941 22,911 18,941

Related parties - - 4,184 -

Other non-current liabilities - - 11,943 9,691

Total non-current liabilities 1,742,386 1,694,894 2,239,542 2,170,343

SHAREHOLDERS' EQUITY

Capital 1,182,491 1,182,491 1,182,491 1,182,491

Capital reserve 2,226 1,719 2,226 1,719

Equity adjustment (126) 48 (126) 48

Accumulated losses (270,755) (207,239) (276,371) (215,245)

Total shareholders's equity 913,835 977,019 908,219 969,013

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,884,650 4,088,780 4,647,549 4,786,747



Statement of operationsQuarters ended March 31In thousands of reais, except the (losses)

earnings per thousand shares in reais (A free translation of the original in Portuguese)


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1Q13 1Q12 1Q13 1Q12

Net revenue 1,211,029 918,441 1,298,688 1,000,497

Cost of goods and services sold (939,154) (723,194) (982,257) (762,170)

Gross profit 271,875 195,247 316,431 238,327

Operating income (expenses)

Selling expenses (201,134) (140,007) (225,401) (163,930)

General and administrative expenses (32,811) (32,148) (40,256) (36,440)

Management fees (1,525) (1,522) (1,557) (1,522)

Other operating income (expenses) (14,628) (8,158) (15,946) (8,159)

Result before financial result 21,777 13,412 33,271 28,276

Finance income 31,968 43,548 43,361 58,716

Finance expenses (150,349) (127,616) (169,746) (151,997)

Financial result (118,381) (84,068) (126,385) (93,281)

Equity accounting 265 1,125 - 115

Income (loss) before income tax and social contribution (96,340) (69,530) (93,115) (64,890)

Income tax and social contribution

Current - - (1,530) (1,042)

Deferred 32,823 23,961 33,518 23,102

Net income (loss) for the period (63,517) (45,569) (61,127) (42,830)



Statement of comprehensive resultsQuarters ended March 31In thousands of reais (A free translation of the original in Portuguese)


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03/31/2013 03/31/2012 03/31/2013 03/31/2012

Net incom e (loss) for the period (63,516) (45,570) (61,126) (42,830)

Change in fair value of assets available for

sale(1,417) 476 (1,417) 476

Deferred income tax and social contribution - 363 - 363

Accumulated translation adjustments (174) - (174) -

T otal comprehensive result (65,107) (44,731) (62,716) (41,991)



Statement of changes in shareholders' equityParent companyIn thousands of reais (A free translation of the original in Portuguese)


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Revenue Reserve

CapitalCapital

reserve

Equity

adjustment

Acumulated

losses (net

income)

Total

Balance at January 1, 2013 1,182,491 1,719 48 (207,239) 977,019

Comprehensive result

Net income (loss) for the period (63,516) (63,516)

Change in fair value of assets available for sale (174) (174)

Contributions from shareholders and distributions to shareholders

Stock option plan 507 507

Balance at March 31, 2013 1,182,491 2,226 (126) (270,755) 913,836

Balance at January 1, 2012 1,182,491 935 (26,049) 1,157,377






Balance at March 31, 2012 1,182,491 430 232 (71,619) 1,111,534


Statement of changes in shareholders' equityConsolidatedIn thousands of reais (A free translation of the original in Portuguese)


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Revenue Reserve

CapitalCapital

reserve

Equity

adjustment

Acumulated

losses (net

income)

Total

Balance at January 1, 2013 1,182,491 1,719 48 (215,245) 969,013






Balance at March 31, 2013 1,182,491 2,226 (126) (276,371) 908,220

Balance at January 1, 2012 1,182,491 935 (44,578) 1,138,848






Balance at March 31, 2012 1,182,491 430 232 (87,408) 1,095,745


Statement of cash flowsQuarters ended March 31In thousands of reais (A free translation of the original in Portuguese)


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03/31/2013 03/31/2012 03/31/2013 03/31/2012

Cash flows from operating activities

Net Income (loss) for the period (63,516) (45,570) (61,126) (42,830)

Adjustments to net income (loss):

Depreciation and amortization 23,820 24,005 24,967 23,568

Deferred income tax and social contribution (32,823) (23,961) (33,518) (23,102)

Interest and monetary and exchange variations 26,098 18,639 57,606 46,537

Equity accounting (265) (1,125) - (115)

Others 168 (2,188) (7,669) (4,670)

Adjusted net income (loss) (46,518) (30,200) (19,739) (613)

Decrease (increase) in operational assets:

Accounts receivable 95,200 19,988 109,322 48,116

Inventories (99,633) 19,835 (89,934) 30,719

Recoverable taxes (23,114) (5,699) (20,703) (5,882)

Prepaid expenses (current and non-current) 85 5,535 (37) (3,950)

Escrow deposits (1,321) (8,419) (1,334) (8,417)

Accounts receivable related parties 33,671 2,527 30,848 3,976

Other accounts receivable (current and non-current) (7,932) (10,714) (7,103) (5,814)

(3,044) 23,053 21,057 58,748

Increase (decrease) in operation liabilities:

Suppliers (137,536) (194,137) (127,271) (191,033)

Payroll and related charges 2,151 1,492 2,260 1,913

Taxes and contributions (current and non-current) 14,678 (1,879) 13,775 (484)

Other accoutns payable (current and non-current) 1,850 (4,515) 23,409 2,137

(118,858) (199,039) (87,827) (187,467)

Cash Flow from Investment Activities (168,420) (206,186) (86,509) (129,332)

Investment Activities:

Marketable securities - - - 115

Investments in subsidiaries and in parent company 280,615 286,264 330,451 231,374

Fixed assets (120,244) (67,140) (124,798) (72,567)

Property and equipment (6,875) (13,568) (7,587) (14,890)

Intangible (113,369) (53,572) (117,211) (57,677)

Net cash generated (applied) in investment activities 160,371 219,124 205,653 158,922

Financing Activities:

Loans and financing (current and non-current):

Additions 14,636 - 14,636 94,255

Payments (54,117) (47,875) (54,117) (85,051)

Debentures - -

Discount of receivables 45,715 43,113 (82,296) (24,845)

Net cash generated (applied) in financing activities 6,234 (4,762) (121,777) (15,641)

Increase (decrease) in Cash and Cash Equivalents (1,815) 8,176 (2,634) 13,949

Opening balance of cash and cash equivalents 8,075 4,270 36,267 15,286

Closing balance of cash and cash equivalents 6,261 12,446 33,635 29,236



Statement of value addedQuarters ended March 31In thousands of reais (A free translation of the original in Portuguese)


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03/31/2013 03/31/2012 03/31/2013 03/31/2012

Revenues

Sales of products, goods and services 1,412,181 1,027,166 1,511,448 1,124,336

Other revenues 4 5 3,655 541

Reversal (allowance) for doubtful accounts (3,473) (3,282) 3,614 (905)

1,408,711 1,023,889 1,518,717 1,123,972

Goods acquired from third parties

Costs of products sold (including ICMS, PIS and COFINS) (1,127,445) (821,116) (1,185,386) (869,742)

Materials, energy, third party services and others (148,754) (102,982) (177,488) (129,583)

(1,276,199) (924,098) (1,362,874) (999,325)

Gross value added 132,512 99,791 155,843 124,648

Depreciation and amortization (23,820) (24,005) (24,967) (23,568)

Net value added generated by the Company 108,692 75,786 130,877 101,080

Value added received in transfer

Equity result 265 1,125 - 115

Finance income 31,968 43,548 43,361 58,716

32,232 44,673 43,361 58,831

Total value added to distribute 140,925 120,459 174,238 159,911

Distribution of value added

Employees

Direct compensation 41,669 27,721 46,015 31,878

Benefits 7,806 6,148 8,358 6,575

Guarantee fund for years of service 4,246 2,573 4,633 2,913

53,721 36,442 59,006 41,366

Taxes and contributions

Federal (26,518) (17,425) (24,387) (14,459)

State 15,684 9,391 18,925 12,916

Municipal 299 170 956 777

(10,535) (7,864) (4,506) (767)

Compensation of third party capital

Interest 150,348 127,667 169,734 152,049

Rentals 10,840 9,725 11,062 10,024

Others 68 59 66 67

161,256 137,451 180,863 162,140

Remuneration of Equity

Earnings / (losses) for the period (63,516) (45,570) (61,126) (42,830)

(63,516) (45,570) (61,126) (42,830)

Distributed Value Added 140,925 120,459 174,238 159,911



Press Release 1Q13

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B2W DIGITAL ANNOUNCES GROWTH OF 35% IN THE CONSOLIDATED GROSS REVENUECOMBINED WITH AN IMPROVEMENT OF 0.6 P.P. IN CONSOLIDATED GROSS MARGIN AND

GAIN OF 26 DAYS IN THE CONSOLIDATED WORKING CAPITAL IN 1Q13

Rio de Janeiro, May 9th, 2012 - B2W - Companhia Digital (BOVESPA: BTOW3), the leading e-commerce company in Brazil, formedfrom the merger between Americanas.com and Submarino, announces today its results for the 1st quarter of 2013 (1Q13). The accountinginformation that serves as a basis for the comments that follow are presented according to the International Financial Reporting Standards(IFRS), to the rules issued by the Brazilian Securities Exchange Commission (CVM), to the Novo Mercado listing rules and in Reais (R$).The follow analysis refer to the Consolidated results and the comparisons refer to the 1st quarter of 2012 (1Q12), except where otherwiseindicated.B2W DIGITAL's portfolio is composed by the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, SubmarinoFinance, BLOCKBUSTER® Online and SouBarato, offering over 35 categories of products and services through the Internet, telesales,catalogs, TV and kiosks.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Executive Summary 1Q13 - Comparison to 1Q12

Gross Revenues (R$ MM)

Gross Profit (R$ MM) and Gross Margin (%)

Adjusted EBITDA (R$ MM)

Net Working Capital (Days)

Gross RevenueIn 1Q13, the consolidated gross revenue reached R$ 1,515.9 million, a growthof 35.4%;

Net RevenueIn 1Q13, the consolidated net revenue reached R$ 1,298.7 million, a growth of29.8%;

Gross Profit and Gross MarginIn 1Q13, the consolidated gross profit reached R$ 316.4 million, a growth of32.8% and the consolidated gross margin reached 24.4%;

Adjusted EBITDAIn 1Q13, the consolidated Adjusted EBITDA was R$ 74.2 million, a growth of23.7%;

Improvement of 26 days in Consolidated Net Working CapitalThe consolidated net working capital at March 31, 2013 was 82 days,representing an improvement of 26 days when compared to the 108 dayspresented at March 31, 2012;

B2W DIGITAL Announces the Acquisition of UniconsultSistemas e Serviços LtdaAccording to its strategy of being a reference in the technology and internetmarket, it is with great pleasure that B2W DIGITAL announces theacquisition of Uniconsult Sistemas e Serviços Ltda, renowned company inthe development of systems and solutions for e-commerce;

B2W DIGITAL Announces the Acquisition of Click - RodoEntregas LtdaAiming to get closer to the customer and to offer the best delivery service,B2W DIGITAL signed a sales agreement with the transportation companyClick - Rodo Entregas Ltda, transaction that is pending approval of CADE(Administrative Council of Economic Defense).

Adjusted EBITDA (Operational earnings before interest, taxes, depreciation and amortization and excluding otheroperational revenues/expenses and equity accounting).

1,119

1,516

1Q12 1Q13

238

316

23.8%

24.4%

1Q12 1Q13

6074

1Q12 1Q13

108

82

03/31/2012 03/31/2013

Financial Highlights (R$ million) 1Q13 1Q12 Var. (%)Net Revenue 1,298.7 1,000.5 29.8%Gross Profit 316.4 238.3 32.8%Gross Margin (%NR) 24.4% 23.8% +0.6 p.p.

Adjusted EBITDA 74.2 60.0 23.7%Adjusted EBITDA Margin (%NR) 5.7% 6.0% -0.3 p.p.Net Result (61.1) (42.8) 42.8%Net Margin (%NR) -4.7% -4.3% -0.4 p.p.

Consolidated

Consolidated

Consolidated

Consolidated

Consolidated


Press Release 1Q13

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COMPANY STRUCTURE

B2W DIGITAL is the leader in e-commerce in Brazil. Resulting from the merger between Americanas.com and

Submarino in 2006, the Company operates through a digital platform, with business that present a huge

synergy and a unique business model multichannel, multibrand and multibusiness.

B2W DIGITAL has a portfolio with the brands Americanas.com, Submarino, Shoptime, B2W Viagens,

Ingresso.com, Submarino Finance, BLOCKBUSTER® Online and SouBarato, 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:


Press Release 1Q13

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MESSAGE FROM THE MANAGEMENT

In the 1st quarter of 2013, B2W - Companhia Digital posted gross revenues of R$ 1.5 billion, representing agrowth of 35% when compared to the same period of last year, combined with the gross margin rising by 0.6percentage points (reaching 24.4% of net revenue) and an improvement of 26 days in net working capital.

The growth in sales presented by B2W DIGITAL reflects the improvements and changes implemented over thelast few years to move closer to the customer and provide the best Internet purchase experience in Brazil and inLatin America.

To meet the challenges and seize all the opportunities of the digital market in Latin America, B2W DIGITAL willcontinue investing heavily in logistics, technology and innovation. During 2013, 2014 and 2015, we plan toinvest more than US$ 1 billion to get closer to our customers.

In line with both our investment strategy and our goal to be a benchmark for technology and the Internet, B2WDIGITAL proudly announces the acquisition of Uniconsult Systems and Services, a renowned company in the e-commerce systems and supply chain solutions, our partner since the creation of Americanas.com in 1999.

Also in line with its investment plan and aiming to get closer to its customers and provide the best deliveryservice, B2W DIGITAL signed a sales agreement with the transportation company Click Rodo Entregas Ltda(transaction currently pending approval by CADE), a company that operates exclusive services for e-commerceand will make it possible for the Company to be closer to the customer and offer increasingly faster and effectiveservices to all customers.

We once again would like to thank the dedication of our associates that are part of the most successful digitalteam in Latin America.

We also wish to express gratitude to our suppliers for their partnerships, to our shareholders for their trust and,especially, to our customers for their preference.

THE MANAGEMENT


Press Release 1Q13

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OPERATIONAL PERFORMANCE COMMENTS

EVOLUTION OF CUSTOMER SERVICE RATINGS

As a reward for the mobilization of the entire Company in the all out effort to deliver Latin America's best digitalexperience, B2W DIGITAL's service level indicators continued to progress, reflecting substantial improvementsin operational and logistical processes that are the main pillars of a sustainable growth.

Growth of sales is a direct consequence of the trust and preference of all customers who have bought from LatinAmerica's most beloved brands: Americanas.com, Submarino, Shoptime and SouBarato.

Reflecting the improvements to its processes, we are highlighting the continuing evolution ofservice level indicators registered on the "Reclame Aqui" website, which publishes reviewsfrom customers about the level of satisfaction in their relationships with e-commercecompanies.

B2W DIGITAL brands have the best online retail evaluation, with Shoptime conquering thereputation seal "GREAT" and Americanas.com and Submarino having the classification"GOOD". In the past 6 months, Americanas.com, Submarino and Shoptime continued postingstrong growth and registered a rate of 100% of the complaints responded.

Americanas.com Submarino ShoptimeReputation Good Good Great

Evaluation 6.44 6.23 6.77

Answered 100% 100% 100%

Solution 87% 86% 90%

Business 65% 65% 66%

Response

Time*

13 hours 52 minutes

25 seconds

19 hours 52 minutes

15 seconds

13 hours 11 minutes

52 seconds

Reputation Good Good Good

Evaluation 6.17 5.91 6.43

Answered 100% 100% 100%

Solution 87% 85% 89%

Business 62% 62% 62%

Response

Time*

13 hours 52 minutes

25 seconds

19 hours 52 minutes

15 seconds

13 hours 11 minutes

52 seconds

6 months

x

12 months

12Months

Reclame Aqui

6

Months

Evolution

*Base Date: 05/07/2013 - The response time refers to the last 3 months.


Press Release 1Q13

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NET REVENUE

In 1Q13, the consolidated net revenue reached R$ 1,298.7 million compared to R$ 1,000.5 million in 1Q12,representing a growth of 29.8%.

GROSS PROFIT AND GROSS MARGIN

In 1Q13, the consolidated gross profit reached R$ 316.4 million, a growth of 32.8% in relation to the R$ 238.3million registered in 1Q12.

In 1Q13, the consolidated gross margin was 24.4%, when calculated as a percentage of the net revenue, agrowth of 0.6 percentage point in relation to the gross margin of 23.8% obtained in 1Q12.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

In 1Q13, the consolidated selling, general and administrative expenses totaled R$ 242.2 million, representing18.6% of net revenue.

1,001

1,299

1Q12 1Q13

238

316

23.8%

24.4%

1Q12 1Q13

17.8%18.6%

1Q12 1Q13Consolidated

Consolidated

Consolidated


Press Release 1Q13

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ADJUSTED EBITDA

In 1Q13, the consolidated Adjusted EBITDA reached R$ 74.2 million, a growth of 23.7% comparing to R$ 60.0million registered in the same period of the preceding year.

Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization and excluding other operatingrevenues/expenses and equity accounting) is presented as additional information because we believe itrepresents an important indicator of our operating performance besides being useful for keeping thecomparability with previous reported results.

EBITDA (CVM 527/12)

On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, whichregulated the voluntary disclosure of non accounting information as EBITDA.

The Instruction aims to standardize the disclosure, in order to improve the understanding of this informationand making it comparable among the publicly listed companies.

To keep the consistency and the comparability between previous periods, we present the reconciliation ofEBITDA in the following table.

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

EBITDA's (CVM 527/12) calculation takes into account the net income of the period plus income taxes, netfinancial expenses of financial revenues and depreciation and amortization.

60

74

1Q12 1Q13

EBITDA Reconciliation - R$ MM 1Q13 1Q12 ∆ %

Gross Profit 316.4 238.3 32.8%

(+) Selling Expenses (225.4) (163.8) 37.6%

(+) General and Administrative Expenses (16.8) (14.5) 15.9%

(=) Adjusted EBITDA 74.2 60.0 23.7%

(+) Other Operating Income (Expenses)* (15.9) (8.2) 93.9%

(+) Equity Accounting - 0.1 -100.0%

(=) EBITDA (CVM 527/12) 58.3 51.9 12.3%

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

Consolidated

Consolidated


Press Release 1Q13

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NET FINANCIAL RESULT

In 1Q13, the consolidated net financial expenses were R$ 126.4 million, a variation of 35.5% comparing to theconsolidated net financial expense of R$ 93.3 million presented in 1Q12.

The growth of 35.5% in the consolidated net financial expenses in 1Q13 is related to the increase of the financialdiscounts granted because of the means of payment chosen. The increase of this line is in line with the marketpractices observed during the period.

The Company continues to reaffirm its commitment to a conservative cash investment policy, manifested bythe use of hedge instruments in foreign currencies, to offset eventual exchange fluctuations, whether relative tofinancial liabilities or the total cash position. These instruments offset the foreign exchange risk, transformingthe cost of the debt to local currency and interest rates (as a percentage of CDI*). Similarly, it is worthmentioning that the Company's cash is invested with Brazil's largest financial institutions.

*CDI - Certificado de Depósito Interbancário: average rate of borrowing in the interbank market.

NET RESULT

In 1Q13, the consolidated net result was R$ -61.1 million, compared to the R$ -42.8 million obtained in the sameperiod of the preceding year.


Consolidated Net Financial Result - R$ Million 1Q13 1Q12 Δ%

Net Financial Result (126.4) (93.3) 35.5%

Reconciliation of the Consolidated Net Result - R$ Million 1Q13 1Q12 Δ%

Adjusted EBITDA 74.2 60.0 23.7%

(+) Depreciation / Amortization (25.0) (23.6) 5.9%

(+) Net Financial Result (126.4) (93.3) 35.5%

(+) Equity Accounting 0.0 0.1 -100.0%

(+) Other Operating Income (Expenses)* (15.9) (8.2) 93.9%

(+) Income Tax and Social Contribution 32.0 22.2 44.1%

(=) Net Result (61.1) (42.8) 42.8%

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


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INDEBTEDNESS

B2W uses its cash generation prioritizing investments that present better returns to shareholders. Thus, in thefirst quarter of 2013, the consolidated investments in property and equipment and intangible (development ofwebsites and systems) totaled R$ 124.8 million.

B2W's cash balance at 3/31/2013 amounted to R$ 1,037.0 million, an amount higher than the Company's totalof short-term debt and debentures, which totaled R$ 576.5 million.

At 3/31/2013, the Company's net debt was R$ 1,008.3 million, representing 2.9x times the accumulatedAdjusted EBITDA in the last 12 months.


The accounts receivable is composed, mainly, by credit card receivables, net of the discounted value, which haveimmediate liquidity and can be considered as cash. The breakdown of B2W's accounts receivable isdemonstrated in the table below:

R$ million

Indebtedness 03/31/2012 12/31/2012

Short Term Debt 544.2 594.7

Short Term Debentures 32.3 22.4

Short Term Indebtedness 576.5 617.1

Long Term Debt 1,596.7 1,540.2

Long Term Debentures 603.8 601.5

Long Term Indebtedness 2,200.5 2,141.7

Total Debt (1) 2,777.0 2,758.8

Cash and Equivalents 1,037.0 1,370.2

731.6 747.6

Total Cash (2) 1,768.6 2,117.8

Net Cash (Debt) (2) - (1) (1,008.4) (641.0)

Net Cash (Debt) / Adjusted EBITDA LTM 2.9 1.9

Average Maturity of Debt (days) 834 848

Credit Card Accounts Receivables Net of Discounts

Consolidated

Accounts Receivable Conciliation 03/31/2012 12/31/2012

Gross Credit-Cards Receivable 1,853.9 1,835.5

Receivable Discounts (1,122.3) (1,087.9)

731.6 747.6

Present Value Adjustment (5.0) (6.8)

Allowance for Doubtful Accounts (42.0) (49.7)

Other Accounts Receivable 155.7 166.9

Net Accounts Receivable - Consolidated 840.3 858.0

Credit Card Accounts Receivables Net of Discounts


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For calculation of the working capital purposes the consolidated gross credit cards receivables at 3/31/2013 and03/31/2012 were R$ 1,364.9 million and R$ 1,463.2 million, respectively.

Because of the adoption of the new CPCs/IFRS, in particular the CPC 38 and its corresponding IAS 39, theCompany began to write off (derecognize) receivables from credit card administrators at the moment they areeffectively discounted (as disclosed in the explanatory notes to the financial statements). However, to betterdemonstrate the volume of receivables discounted on the base-dates analyzed, in the table above the Companypresents the accounts receivable adjusted by the discounts made until the base-dates under analysis.

NO FOREIGN CURRENCY EXPOSURE

At 3/31/2013, B2W DIGITAL's balance sheet recorded foreign currency denominated debt. Such debt, however,is FULLY PROTECTED against any foreign exchange fluctuations through derivative operations (swap) thatreplace the foreign exchange risk for the variation in the basic Brazilian interest rate (CDI).

SALES BY MEANS OF PAYMENT

The evolution of the sales by means of payment can be seen in the following table:

NET WORKING CAPITAL

The consolidated net working capital at March 31, 2013 was 82 days, representing an improvement of 26 dayswhen compared to the 108 days presented at March 31, 2012.

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

B2W DIGITAL, confirming its commitment to maximize shareholder value, continues to manage workingcapital variables. Opportunities of improvement in internal processes and relationship with suppliers continuebeing implemented and we are certain that better levels can be achieved.

Means of Payment 1Q13 1Q12 ∆%

Credit Card 63% 72% -9 p.p

Other Means of Payment 37% 28% +9 p.p

108

82

03/31/2012 03/31/2013


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INVESTMENT AND INNOVATION

We have adopted an investment plan for which the main objective is to enable growth and improvements in theoperations. In 1Q13, B2W DIGITAL invested a total of R$ 124.8 million, mainly concentrated on logistics,technology and innovation.

Logistics

B2W DIGITAL has been constantly investing to optimize its logistical systems and distribution chain. Duringthe last months, new equipment was installed and a number of construction projects at the Company'sDistribution Centers were concluded, expanding the level of automation and thereby reducing the time neededto deliver merchandise and also reducing human error. Likewise, systems were installed to better satisfy new taxand legal requirements.

According to the investment plan and with the goal to get closer to the customer and offer the best deliveryservice, B2W DIGITAL signed a sales agreement with the transportation company Click - Rodo Entregas Ltda(transaction pending approval of CADE), company that has an operation of exclusive services for e-commerceand will allow the Company to offer a service increasingly faster and effective to all customers.

Another important investment front has been the development of a new customer service system, which is usedin the Distribution Center for localization and dispatch of orders processed and it will allow B2W to operatemore efficiently and assertively.

Aiming to get closer to its customers and to offer the best delivery service, during the month of October, B2WDIGITAL opened 4 new Distribution Centers, located in the States of SP, RJ, MG and PE. The new distributioncenters will guarantee speedier delivery of products purchased from the Company's websites and better clientservice.

In addition, the Company established strategic alliances with the leading transporters of the country, ensuringthe joint commitment to offer the best level of service to the customers.

Technology

According to the investment plan and to the strategy of being a reference in technology and internet market, it iswith great pleasure that B2W DIGITAL announces the acquisition of Uniconsult Sistemas e Serviços Ltda, arenowned company in the development of systems and solutions for e-commerce that is the Company's partnersince the creation of Americanas.com in 1999.

One of the goals of technology investments is the creation of a robust infrastructure by optimizing back officesystems, sales layers and accessory systems.

This way, the Company is able to benefit from productivity gains and to prepare itself for supporting the futuregrowth of its operations. It's worth mentioning other important gains, such as the increase of the browsingspeed of the Internet sites, the greater agility in commercial actions and the notable advances in managementinformation systems.

The investments in technological platforms of the operational and logistics, television, customer service andtelephone sales areas seek to improve the quality and efficiency of the Company's operations, with the goal ofgiving the client an even better purchasing experience.

During last year, there were implemented more than 80 projects involving improvements in the structure of thetechnological platform to new features. Following our strategy of offering the best purchase experience, B2WDIGITAL continue investing in technology and innovation to make the whole purchase process quicker andeasier.


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Among the projects launched in the first quarter of 2013 we highlight:

Launch of the Americanas.com product recommendation tool. This tool allows clients to receiveproduct recommendations based on their site navigation and purchase history, increasing assertiveness andcustomizing the site for them. Furthermore, Americanas.com also can make recommendations based on theconcept of "who bought this/also bought that" and "you searched for /but may also like";

Launch of the Americanas.com questions and answers system. Americanas.com created a newchannel to help customers to solve their questions about site navigation, purchases, deliveries and after-salesservices. The new system answers frequently asked questions from customers, focusing on their difficultiesand designed to offer a better experience in all stages of the purchase process;

Improved product evaluation tool on the sites. Now B2W DIGITAL's sites are equipped with aproduct evaluation tool for clients that appears in the product windows and in the search results, to betterassist customers in their purchasing decisions, offering greater trust and satisfaction.


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OPERATIONAL HIGHLIGHTS

B2W DIGITAL, always seeking to strengthen its multibusiness, multichannel and multibrand strategy,continues investing in a digital platform with business that presents huge sinergy. The Company has a portfoliowith the most known and beloved brands on the internet.

Americanas.com

The largest Store. The lowest prices.

Operating for the past 13 years in e-commerce, Americanas.com is Brazil's largest and most complete Internetstore. The brand offers more than 500,000 items distributed in 32 categories — such as computers, homeappliances, electronics, cellphones, furniture, domestic utensils, toys, books and much more. Besides the onlinechannel, the marketing operation is also conducted through telephone sales and more than 700 kiosks locatedinside Lojas Americanas stores.

In 2012, the brand launched a "Jet Delivery" service for more than 10,000 items for same-day-purchase deliveryto clients in the city of São Paulo.

In 2012, the brand was six-time champion in the Datafolha Institute's Top of Mind Award in the e-commercecategory, and elected the preferred brand of residents of Rio de Janeiro in the Purchase Site category, accordingto the "O Globo" newspaper.

Submarino

The products that you like and the best Internet service.

Operating in the sector for 13 years, Submarino - a pioneering online store and the benchmark for technologyand innovation - offers more than 30 product categories through its sales channels: Internet, telephone salesand catalogs, with a strong emphasis on the sale of books, CDs, DVDs, electronics, computers, telephoneproducts, games and online services.

Moreover, Submarino has been consolidating itself through other services, such as Submarino Viagens travelsite, Submarino on Demand (sale of streaming digital films), B2B (business-to-business) services and theSubmarino 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 cellphone 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 CampusParty Brasil, the São Paulo Book Biennial and Rock in Rio.

Shoptime

Exclusive products and live demonstration.

Shoptime is Brazil's first home shopping (television sales) and operates through internet, telesales andcatalogues. The TV channel reaches more than 28 million Brazilian households, of which more than 12 millionwith pay-TV subscriptions (Sky 19 and Net 31 channels) and more than 16 million connected to satellitetelevision (Vertical 5B), with interactive transmission including more than 11 hours of live programming 7 days aweek. Since 1995, the television channel broadcasts 24 hours a day, ensuring speed and improved interaction forclients' shopping experiences. The catalogue is distributed five times a year throughout Brazil with a printingrun of 400,000 copies each.


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Shoptime currently offers 23 product categories. Shoptime's assortment focus is on articles marketed under theShoptime brand, with an emphasis on portable appliances (Fun Kitchen), bed, bath & dining (Casa & Conforto),housewares (La Cuisine) and sports & leisure products (Life Zone). The computer and technology departmentalso plays an important role in the brand's product mix. Furthermore, Shoptime operates a travel agencythrough Shoptime Viagens.

B2W Viagens

B2W Viagens operates through Americanas Viagens, Submarino Viagens, Shoptime Viagens and SubmarinoViajes brands, and offers tour packages, plane tickets, online hotel reservations, cruises, travel insurance, carrentals and tourist attractions packages in Brazil and abroad. The Company markets its services through theInternet, telephone sales and television, and has been working to expand product assortment aiming toaggregate 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 andpurchase their travel packages, so that the Company pursues a leadership position in Latin America's onlinetravel market on account of the Company's innovation, excellent customer service, outstanding content andcompetitive prices. During this year, B2W Viagens reached 1 million fans in Facebook.

In 2011, B2W Viagens began its international expansion with the official launching of the travel operation inArgentina through the brand Submarino Viajes.

Ingresso.com

Ingresso.com provides technology and services of online purchase of tickets online for movies, theaterproductions, 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 seatassignments online, which enables the client to comfortably choose his or her preferred movie or theater seat. Inaddition, the Company has invested heavily in commercialization of tickets for concerts. Ingresso.com is theticket sales operator for Rock in Rio 2013 and has the exclusivity of the sales of the tickets for Paul McCartney'sshow in Brazil.

Another area in which Ingresso.com operates involves marketing its ticketing software in Brazil. The Companyis 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 Chilethrough movie ticket sales in a partnership with Cinemark. This initiative allows B2W to explore and study newmarkets with low entry costs.

Submarino Finance

Submarino Finance offers the Submarino Mastercard Card, which makes a number of special advantagesavailable on the 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 rewardsso that one can exchange for products on Submarino.

For B2W, the Submarino Card represents an opportunity to leverage sales, especially high-cost items, to reducethe costs associated with credit-card administrative fees, to promote client's loyalty and to improve businessrevenue resulting from consumer financing. During the quarter, we have reached the target of more than 800thousand cards and participation of 35% of the sales on the Submarino website.


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BLOCKBUSTER® Online

B2W acquired the right to use the BLOCKBUSTER® trademark online in Brazil and started offering in 2008online DVD and Blu-ray Disk rentals. BLOCKBUSTER® Online is a rental store that allows clients online tochoose the movies they want to watch, to create their wish list, and to receive and return movie rentals from thecomfort of their homes. It offers monthly plans that allow clients to always have movies at home withoutworrying about return dates and late-return fines.

BLOCKBUSTER® Online currently includes the largest online selection of movies in Brazil, with more than20,000 titles, and it provides services to the States of São Paulo, Rio de Janeiro, Minas Gerais, Paraná, SantaCatarina and Rio Grande do Sul. It also has the largest Blu-ray Discs collection available for rent in LatinAmerica, with about 2,000 titles. Lastly, it also offers the service of rental of videogame games, being the uniqueonline rental store offering DVD, Blu-ray and games in Brazil.

SouBarato

At the end of 2011, it was launched the SouBarato website, aimed at factory outlet inventory selling. Since then,the site has been performing excellently, becoming a great way to reach a distinctive audience, therebycontributing to the Company's growth.

SouBarato website is an e-commerce store whose great competitive advantage consists of lower-than-marketaverage price promotions offered to customers. The products sold are all new and repackaged, passing strictquality testing and are in flawless condition to be sold.


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CORPORATE GOVERNANCE AND CAPITAL MARKETS

B2W DIGITAL is subject to the BM&FBOVESPA's Novo Mercado, the highest Corporate Governance level inBrazil, listing rules. These include an ownership structure exclusively comprised of common shares and theelection of independent members to the Board of Directors. B2W DIGITAL's Board of Directors is comprised ofseven members, four of whom are appointed by the controlling shareholders and another three independentmembers.

The requests to be registered as a publicly-traded Company and the listing of its shares under the Novo Mercadowere approved by the Brazilian Securities Exchange Commission (CVM) and the BM&FBOVESPA on July, 25and 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 during the year:

On January 2, 2013 through a Material Fact, the Company reported it had been informed, through itscontroller's management Lojas Americanas S.A., that the Brazilian Central Bank had approved the acquisition ofthe total shares owned by LASA in FAI - Financeira Americanas Itaú S.A. Crédito, Financiamento eInvestimento by Itaú Unibanco Holding S.A..

On January 10, 2013, through the Consolidated Form for Trading between Administrators and ConnectedPersons (Art. 11 of CVM Instruction 358/02), it was communicated that the controller, Lojas Americanas, hadacquired 1,426,300 of the Company's common shares. With this acquisition, the participation of the controllerin the Company reached 98,185,206 shares, corresponding to 62.72% of the Social Capital.

On January 11, 2013 through a Material Fact, the Company reported it had been offered, through its controller,LASA, the exclusive right to offer, distribute and market financial services, securities and pension productsthrough its distribution channels, as part of the process ending its partnership with Itaú Unibanco Holding S.A.in FAI, and that B2W had paid LASA the amount of R$ 16,500,000.00 as agreed on January 11, 2013.

On April 30, 2013 the Company's General and Extraordinary Shareholders Meetings were held, at which thefollowing 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, 2012.2- Reelection, unanimously, as efective Board Members of the Company's Board of Directors for mandate that

will be ended at the General Shareholders Meeting of 2015 Messrs. Celso Alves Ferreira Louro, Jorge FelipeLemann, Miguel Gomes Pereira Sarmiento Gutierrez, Osmair Antônio Luminatti, Luiz Carlos Di SessaFilippetti, Mauro Muratório Not and Paulo Antunes Veras.

3- Setting the global compensation to be paid to officers;4- Fiscal Council Installation and election of Messrs. Carlos Alberto de Souza, Pedro Carvalho de Mello and

Peter Edward Cortes Marsden Wilson to the positions of full members and Messrs. Ricardo Scalzo, LucianoMancini and André Pines to the positions of alternate members.

5- Approval, unanimously, of the change of the Company's corporate name to B2W - Companhia Digital.

Minutes of the last meetings and other financial or corporate information about B2W are available on ourwebsite (www.b2winc.com).

http://www.b2winc.com/


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EXHIBIT I - INCOME STATEMENT



Income Statements

(in million of Brazilian reais, except result per share) 1T13 1T12 Variation

Gross Sales and Services Revenue 1,515.9 1,119.2 35.4%

Taxes on sales and services (217.2) (118.7) 83.0%

Net Sales and Services Revenue 1,298.7 1,000.5 29.8%

Cost of goods and services sold (982.3) (762.2) 28.9%

Gross Profit 316.4 238.3 32.8%

Gross Margin (% NR) 24.4% 23.8% 0.6 p.p.

Operating Revenue (Expenses) (267.2) (201.9) 32.3%

Selling expenses (225.4) (163.8) 37.6%

General and administrative expenses (16.8) (14.5) 15.9%

Depreciation and amortization (25.0) (23.6) 5.9%

49.2 36.4 35.2%

Net Financial Result (126.4) (93.3) 35.5%

Financial Revenues 43.3 58.7 -26.2%

Financial Expenses (169.7) (152.0) 11.6%

Equity accounting 0.0 0.1 -100.0%

Other operating income (expenses)* (15.9) (8.2) 93.9%

Income tax and social contribution 32.0 22.2 44.1%

Net Result (61.1) (42.8) 42.8%

Net Margin (% NR) -4.7% -4.3% -0.4 p.p.

Adjusted EBITDA 74.2 60.0 23.7%

Adjusted EBITDA Margin (% NR) 5.7% 6.0% -0.3 p.p.

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

(0.3905) (0.2736) 42.7%

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

ConsolidatedPeriod ended on March 31

Operating Result before Net Financial Result andEquity Accounting

Net Result per Outstanding Share (R$)


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EXHIBIT II - BALANCE SHEET


Balance Sheet(in million of Brazilian reais)

ASSETS

CURRENT ASSETS

Cash and banks 33.6 36.3

Marketable securities 1,003.4 1,333.9

Accounts receivable 840.3 858.0

Inventories 806.1 726.2

Recoverable taxes 148.2 127.5

Prepaid expenses and other accounts 55.8 54.9

Total Current Assets 2,887.4 3,136.8

NON CURRENT ASSETS

Marketable securities - -

Deferred income tax and social contribution 290.4 256.9

Recoverable taxes 91.3 85.1

Escrow deposits and other receivables 27.8 57.1

Investments - -

Plant, property and equipment 262.9 262.0

Intangible assets 1,087.8 988.8

Deferred assets - -

Total Non-Current Assets 1,760.2 1,649.9

TOTAL ASSETS 4,647.6 4,786.7

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 834.7 960.2

Loans and financing 544.2 594.7

Debentures 32.3 22.4

Salaries and social contribution 30.7 28.4

Taxes payable 10.0 13.1

Other accounts payable 48.0 28.6

Total Current Liabilities 1,499.9 1,647.4

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 1,596.7 1,540.2

Debentures 603.8 601.5

Provision for contingencies and other accounts payable 39.0 28.6

Total Non-Current Liabilities 2,239.5 2,170.3

SHAREHOLDERS' EQUITY

Capital 1,182.5 1,182.5

Capital reserves 2.2 1.7

Equity valuation adjustments (0.1) -

Income reserves and others (276.4) (215.2)

Total Shareholders' Equity 908.2 969.0

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 4,647.6 4,786.7

03/31/2013

Consolidated

12/31/2012


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EXHIBIT III - CASH FLOW STATEMENT


Cash Flow Statement

(in million of reais)

Operating Activities 03/31/2013 03/31/2012 Variation

Net Result for the Period (61.1) (42.8) (18.3)

Adjustment to the Net Result:

Depreciation and amortization 25.0 23.6 1.4

Deferred income tax and social contribution (33.5) (23.1) (10.4)

Interest, monetary and currency changes 57.6 46.5 11.1

Equity accounting - (0.1) 0.1

Others (7.7) (4.7) (3.0)

Adjusted Net Result (19.7) (0.6) (19.1)

Change in Working Capital:

Accounts receivable 109.3 48.1 61.2

Inventories (89.9) 30.7 (120.6)

Suppliers (127.3) (191.0) 63.7

Change in Working Capital: (107.9) (112.2) 4.3

Change in Assets:

Prepaid expenses - (4.0) 4.0

Escrow deposits (1.3) (8.4) 7.1

Recoverable taxes (20.7) (5.9) (14.8)

Other accounts receivable (current and non-current) 23.7 (1.8) 25.5

Change in Assets: 1.7 (20.1) 21.8

Change in Liabilities:

Salaries and social charges security 2.3 1.9 0.4

Recoverable taxes (current and non-current) 13.8 (0.5) 14.3

Other liabilities (current and non-current) 23.3 2.2 21.1

Change in Liabilities: 39.4 3.6 35.8

Cash Flow from Operating Activities (86.5) (129.3) 42.8

Investing Activities

Marketable securities 330.5 231.4 99.1

Investment in subsidiaries - 0.1 (0.1)

Purchases of property, plant and equipment assets (7.6) (14.9) 7.3

Intangible assets (117.2) (57.7) (59.5)

Cash Flow from Investing Activities 205.7 158.9 46.8

Financing Activities

Additions 14.6 94.3 (79.7)

Payments (54.1) (85.1) 31.0

Discount of receivables (82.3) (24.8) (57.5)

Cash Flow from Financing Activities (121.8) (15.6) (106.2)

Change in cash balance (2.7) 13.9 (16.6)

Beginning Cash Balance 36.3 15.3

Ending Cash Balance 33.6 29.2

Consolidated


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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 asfollows:

Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses and equity accounting) is presentedas additional information because we believe it represents an important indicator of our operating performance and in order to maintain comparability with the resultspreviously reported.

On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, which regulated the voluntary disclosure of non accountinginformation as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and making it comparable amongthe publicly listed companies. EBITDA's (CVM 527/12) calculation takes into account the net income of the period plus income taxes, net financial expenses of financialrevenues and depreciation and amortization.

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 oninformation currently available to us. Forward-looking statements include statements regarding our intent, belief or current expectations or that of our directors orexecutive officers.

Forward-looking statements also include information concerning our possible or assumed future results of operations, as well as statements preceded by, followed by, orthat 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 thereforedepend on circumstances that may or may not occur. Our future results and shareholder values may differ materially from those expressed in or suggested by theseforward-looking statements. Many of the factors that will determine these results and values are beyond B2W ability to control or predict.

BLOCKBUSTER®:BLOCKBUSTER® trademarks are owned by Blockbuster Inc, and B2W - Companhia Digital has the sublicense to use these trademarks in the activities of video rental oninternet.


Notes to the financial statementsat March 31, 2013In thousands of reais

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1 Operating context

B2W - Companhia Digital ("B2W" or "Company"), previously denominated as Companhia Global doVarejo (Note 31) is a publicly traded corporation, with head offices at Rua Sacadura Cabral, 102, inthe City and State of Rio de Janeiro, incorporated through the merger of Americanas.com S.A. -Comércio Eletrônico (Americanas.com) and Submarino S.A., with shares traded on the BrazilianSecurities, Commodities and Futures Exchange (BM&FBOVESPA), under the ticker symbol BTOW3.B2W is controlled by Lojas Americanas S.A. ("LASA" and/or "Parent Company"), a publicly heldcompany with shares traded on the São Paulo Stock Exchange under the ticker symbols LAME3 - ONand LAME4 - PN.

The Company and its subsidiaries are engaged in retail marketing and as wholesalers of goods andproducts in general through various sales channels, particularly through the Internet; the rental ofmovies and related items; the intermediation and distribution of theater and cinema tickets, ticketsfor transportation and public events, entrance to theme parks and events in general; the import ofproducts for resale; promotional services, marketing development and the offering of creditproducts; and various other products and services for the general consumer.

B2W's portfolio contains the Americanas.com, Shoptime, Submarino, Submarino Finance, B2WViagens, Ingresso.com, BLOCKBUSTER® Online and SouBarato brands, which offer hundreds ofthousands of products and services in various categories through distribution via the Internet,catalogs, television sales and kiosks. B2W also offers outsourced e-commerce services for some ofthe leading consumer goods companies (Business-to-business to consumer - B2B2C).

The issuing of these quarterly information was authorized by the board of directors on April 6, 2013.

2 Summary of significant accounting policies

The principal accounting policies applied in preparing this quarterly information are set out below.These policies have been applied consistently in the years presented, unless otherwise specified, andat fair value.

2.1 Basis of preparation

The quarterly information were prepared based on historical cost, except for financial assetsavailable for sale that are presented at fair value and of financial liabilities measured at amortizedcost.

The preparation of quarterly information requires the use of certain critical accounting estimatesand also the exercise of judgment by the Company's management in applying accounting policies.Those areas that require a higher level of judgment and are more complex, as well as those whereassumptions and estimates are significant to the financial statements are shown in Note 3.

(a) Consolidated quarterly information

The consolidated quarterly information has been prepared and is presented according to TechnicalPronouncement CPC 21 - Intermediary Demonstration and to the international accountability ruleIAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Boards(IASB).



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(b) Quarterly information statements

The Company's individual quarterly information has been prepared and is being presented accordingto the Technical Pronouncement CPC 21 - Intermediary Demonstration.

In the individual quarterly information, subsidiaries and jointly controlled companies are accountedfor using the equity accounting method. In the case of B2W, the accounting practices adopted inBrazil and applied in quarterly information differ from the IFRS applicable to the consolidatedquarterly information only (i) in the valuation of investments in subsidiaries and jointly controlledby the equity accounting method, which according to the IFRS should be by cost or fair value, and(ii) in the maintenance of existing deferred assets at December 31, 2008, which are being amortized,whereas under IFRS these expenses do not qualify for recognition as an asset.

(c) Changes in accounting policies and disclosures

The accounting statements or interpretations of CPCs/IFRS that are in force from 2013, presentedbelow, do not have a significant impact on the Company's quarterly information.

IAS 1 - "Presentation of Financial Statements." The main change is the separation of the othercomponents of comprehensive result into two groups: those that will be realized against incomeand those that will remain under net equity. The impact foreseen as a result of its adoption is onlyon the balance sheet disclosure.

IFRS 10 - "Consolidated Financial Statements" supported on existing principles, identifying theconcepts of control as a predominant factor to determine if an entity should or not be included inthe consolidated financial statements of the parent company. The standard provides additionalguidance for the determination of control. The standard is applicable as of January 1, 2013.

IFRS 12 - "Disclosure of Ownership Interests in Other Entities", deals with the requirements fordisclosing all types of participation in other entities, including joint agreements, associations,participations with specific purposes and other participations not recorded in the accountingrecords. The impact of this rule will be basically an increase in disclosure.

IFRS 13 - "Measurement of Fair Value", issued in May 2011. The objective of IFRS 13 is toimprove the consistency and reduce the complexity of measuring fair value, providing a moreprecise definition and a sale source for measuring fair value and the requirements for disclosurefor the application of IFRS. The requirements, that are very similar between IFRS and US GAAP,do not increase use of accounting for fair value, but supply orientation on how to apply it when itsuse is required or permitted for other IFRS standards or US GAAP. The Group is still evaluatingthe total impact of IFRS 13. The impact of this rule will be basically an increase in disclosure.

The exception occurred with the entry into force of IFRS 11, "Joint arrangements" wherein theCompany was obliged to not consider the proportional consolidation it had been presenting in thequarterly earnings information for the fiscal period ending March 31, 2012 and adopting the equityaccounting method for its investment in Submarino Finance. Below we are presenting a consolidatedincome statement for the group as originally published on March 31, 2012, and this same incomestatement adjusted as a result of the adoption of the new methodology. In 2013, Submarino Financeis being completely consolidated due to the corporate restructuring that occurred on November 30,2012 (Note 12 (b)).



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Consolidated March 31, 2012

Originallypresented

Adjustment Currentpresentation

Net operational revenue 1,001,155 (658) 1,000,497

Cost of products sold and services provided (762,170) (762,170)

Gross profit 238,985 (658) 238,327

Operating income (expenses)

Sales (164,003) 73 (163,930)

General and administrative (37,027) 587 (36,440)

Management fees (1,522) (1,522)

Other net operating expenses (8,157) (2) (8,159)

OPERATIONAL RESULT BEFORE FINANCIALRESULT

28,276 28,276

Finance income 58,969 (253) 58,716

Finance expenses (151,998) 1 (151,997)

FINANCIAL RESULT (93,029) (252) (93,281)

Equity accounting 115 115

Profit (loss) before income taxes and socialcontribution

(64,753) (137) (64,890)

Income taxes and social contribution

Current (1,137) 95 (1,042)

Differed 23,060 42 23,102


2.2 Consolidation

The following accounting policies were applied in preparing the consolidated quarterly information:

(i) Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group has the powerto govern the financial and operating policies, generally accompanied by a participation of more thanhalf of the voting rights (voting capital). The existence and effect of potential voting rights currentlyexercisable or convertible are considered when assessing whether the Group controls another entity.The subsidiaries are fully consolidated from the date on which control is transferred to the Group.Consolidation is discontinued from the date the Group ceases to have control.

The Group uses the acquisition method to account for business consolidations. The considerationtransferred for the acquisition of a subsidiary is the fair value of assets transferred, liabilitiesincurred and equity instruments issued by the Group. The consideration transferred includes the fairvalue of assets and liabilities arising from a contracted contingent consideration, if applicable. Costsrelated to acquisition are recorded in income according to the date incurred. Identifiable assetsacquired and liabilities and contingent liabilities assumed in a business combination are initiallymeasured at fair values at the acquisition date. The Group recognizes the non-controlling interest in



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the acquired company, both at their fair value as well as the pro rata share of the uncontrolled shareat the fair value of the net assets acquired. The measurement of a non-controlling interest isdetermined for each acquisition made.

The unrealized gains from transactions between the Group and its affiliates and subsidiaries togetherare eliminated according to the proportion of each in the Group. Unrealized losses are alsoeliminated unless the transaction provides evidence of a loss (impairment) of the transferred asset.The accounting policies of associated companies are modified as necessary to ensure consistencywith the policies adopted by the Group.

Transactions and balances on transactions between Group companies are eliminated.

(ii) Jointly controlled operations

The Company has, together with its parent company, an ownership interest in Fundo Fênix deInvestimento em Direito Creditório (FIDC), a specific purpose corporation established in 2011 forthe exclusive purpose of managing the Company's and the Parent Company's receivablessecuritization operations and, since the fund was created, consolidates its operations proportionallyto the balance of securities securitized per assignor (LASA and B2W) with regard to the total amountof securitized securities. Considering the characteristic of the joint operation of the FIDC betweenthe Company and its Parent Company, pursuant to details described in Note 7(a), in line with theCPC 19 (R2), the Company maintained the proportional consolidation of the operations of the fund.Therefore, on March 31, 2013, the Company consolidated 91.9% of the fund's operations (85.8% onDecember 31, 2012), considering its portion of the securitized securities on March 31, 2013compared to the total number of securities securitized by the assignors.

(iii) Reconciliation of the Shareholders' Equity and the Results of the year of the ParentCompany with the Consolidated:

Shareholders' equity Result

March December March March31, 2013 31, 2012 31, 2013 31, 2012

Parent company 913,836 977,019 (63,516) (45,570)

Write-off of deferred assets (8,511) (12,131)Reversal of deferred amortization 3,620 4,152Deferred income tax and social

contribution 2,895 4,125 (1,230) (1,412)

Consolidated 908,220 969,013 (61,126) (42,830)

2.3 Presentation of segment information

The Company's activities are concentrated in the marketing of products and delivery of services byvarious means of non presence marketing, especially the Internet. Despite the diversity of productssold and services provided by the Company (retail and wholesale trade, movie rentals, sale anddistribution of theater and cinema tickets, tickets for transportation and public events, entrance totheme parks and events in general, among others), such activities are not controlled and managed bythe Management as independent operational segments, as their accompanying results are



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monitored, tracked and evaluated in an integrated manner. Thus, Management understands that theCompany is organized, basically, in a single business unit. The Company also operates in the area offinancial products through the subsidiary Submarino Finance Promotora de Crédito Ltda. (up toNovember 30,2012 jointly controlled), which, by not achieving the minimum quantitative andqualitative parameters, is not being presented as a separate operating segment.

2.4 Foreign currency translation

(a) Functional and presentation currency

The functional currency and of the presentation of the quarterly information of the Group is theReal.

(b) Transactions and balances

Transactions in foreign currency, i.e. all those not made in the functional currency, are converted atexchange rates prevailing on the dates of the transactions. Assets and liabilities in foreign currenciesare converted into the functional currency using the exchange rate on the balance sheet closing date.Gains and losses, from changes in the exchange rates, on monetary assets and liabilities arerecognized in the statements of operations. Non-monetary assets and liabilities acquired orcontracted in foreign currency, as applicable, are converted using the exchange rates on the dates oftransactions or at fair value, on the dates of review, when it is used.

2.5 Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits, other high-liquidity short-term investments,with original maturities of three months or less, and with insignificant risk of changes in value.

2.6 Financial assets

2.6.1 Classification

The Group classifies its financial assets in the following categories: at fair value through profit orloss, loans and receivables and available for sale. The classification depends on the purpose for whichthe financial assets were acquired. Management determines the classification of its financial assets atinitial recognition.

(a) Financial assets at fair value through profit and loss

The financial assets at fair value through profit and loss are financial assets held for trading. Afinancial asset is classified under this category if it was acquired primarily to be sold in the shortterm. The assets under this category are classified as current assets.

Derivatives are also classified as held for trading.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments thatare not quoted in an active market. These are included as current assets, except for those withmaturities greater than 12 months after the base date of the balance sheet (these are classified asnon-current assets). The Group's loans and receivables comprise "Accounts receivable and otherreceivables" and "Cash and cash equivalents" (Notes 2.5 and 2.8).



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(c) Financial assets available for sale

Financial assets available for sale are non-derivatives that are designated in this category or notclassified in any of the above categories. They are presented as non-current assets unlessmanagement intends to sell the investment within 12 months after the date of the balance sheet.

2.6.2 Recognition and measurement

Purchases and sales of financial assets are usually recognized on the trade date. Investments areinitially recognized at fair value plus transaction costs for all financial assets not classified under fairvalue through profit or loss. Financial assets at fair value through profit or loss are initiallyrecognized at fair value and transaction costs are charged to the statement of operations. Financialassets are written off when the rights to receive cash flows from investments have expired or havebeen transferred; in the latter case, provided that the Company has substantially transferred all risksand benefits of ownership. The financial assets available for sale and the financial assets measured atfair value through income are subsequently accounted for at fair value. Loans and receivables areaccounted for at amortized cost using the effective interest method.

Gains or losses arising from changes in fair value of financial assets measured at fair value throughprofit or loss are presented in the statement of operations under "Finance income" in the period inwhich they occur.

Changes in fair value of monetary securities denominated in foreign currency and classified asavailable for sale are divided between translation differences resulting from changes in amortizedcost of the security and other changes in the carrying value of the security. The effects of changes inforeign exchange rates on foreign currency securities are recognized as profit or loss. Changes in fairvalue of monetary and non-monetary securities classified as available for sale are recognized inequity.

When securities classified as available for sale are sold or suffer loss (impairment), the accumulatedfair value adjustments recognized in equity are included in the statement of operations as "Financeincome and costs."

Interest on securities available for sale, calculated using the effective interest method , is recognizedin the income statement as part of the finance result.

The fair values of publicly quoted investments are based on current purchase prices. If the marketfor a financial asset (and securities not listed on the Stock Exchange) is not active, the Groupestablishes fair value using valuation techniques. These techniques include using recent transactionswith third parties, references to other instruments that are substantially similar, analysis ofdiscounted cash flows and option pricing models making maximum use of information generated bythe market and have the minimum possible information generated by the administration of theentity itself.

2.6.3 Offsetting financial instruments

Financial assets and liabilities are offset and the net value is reported in the balance sheet whenthere is a legally enforceable right to offset the recognized amounts and there is an intention to settlethem on a net basis or realize the asset and settle the liability, simultaneously.



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2.6.4 Impairment of financial assets

(a) Assets carried at amortized cost

On the date of closing each balance sheet, the Group assesses whether there is objective evidencethat a financial asset or group of financial assets is impaired. An asset or group of financial assets isimpaired and impairment losses are incurred only if there is objective evidence of impairment as aresult of one or more events occurring after the initial recognition of the asset (a "loss event") andthat loss event (or events) has an impact on the estimated future cash flows of the financial assets orgroup of financial assets that can be reliably estimated.The criteria the Company uses to determine whether there is objective evidence of an impairmentloss include:

(i) significant financial difficulty of the issuer or obligor;

(ii) a breach of contract such as default or late payment of interest or principal;

(iii) the Group, for economic or legal reasons relating to the financial difficulty of the borrower, extendsto the borrower a concession that a lender would not normally consider;

(iv) it becomes likely that the borrower will file for bankruptcy or other financial reorganization;

(v) the disappearance of an active market for that financial asset because of financial difficulties; or(vi) observable data indicating that there has been a measurable decrease in the estimated future cash

flows from a portfolio of financial assets since the initial recognition of those assets, although suchdecrease cannot yet be identified with the individual financial assets in the portfolio, including:

adverse changes in the payment status of borrowers in the portfolio; and

national or local economic conditions that correlate with defaults on the assets in the portfolio.

The amount of the impairment loss is measured as the difference between the asset's carryingamount and the present value of estimated future cash flows (excluding future credit losses that havenot been incurred) discounted at the financial asset's original effective interest rate. The carryingamount of the asset is reduced and the amount of the loss is recognized in the consolidatedstatement of operations. If a loan or investment held to maturity has a variable interest rate, thediscount rate to measure an impairment loss is the current effective interest rate provided for in thecontract. As a practical matter, the Company may measure impairment based on fair value of aninstrument using an observable market price.

If, in a subsequent period, the value of the impairment loss decreases and such decrease can berelated objectively to an event occurring after the impairment to be recognized (such as animprovement in creditworthiness of the borrower), the reversal of the previously recognizedimpairment loss is recognized in the statement of operations.

(b) Assets classified as available for sale

In the case of investments in equity securities classified as available for sale, a significant orprolonged decline in fair value below its cost basis is also evidence that the asset is impaired. If anysuch evidence exists for financial assets available for sale, the cumulative loss - measured as thedifference between the acquisition cost and current fair value, less any impairment loss on thefinancial asset previously recognized in profit or loss - is removed from equity and recognized in the



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statement of operations. Impairment losses for equity instruments recognized in the consolidatedstatement of operations are not reversed in the consolidated statement of operations. In the case ofdebt instruments, if, in a subsequent period, the fair value of this instrument classified as availablefor sale increases, and the increase can be objectively related to an event occurring after theimpairment loss was recognized in income, loss impairment is reversed through the statement ofoperations.

2.7 Derivative financial instruments - Hedging

Derivatives are recognized at fair value on the date of the contract and are subsequently recalculatedat their fair value. For details see Note 2.16 and 4.1 (a).

2.8 Accounts receivable clients

Accounts receivable from credit card administrators are shown at net adjusted present value,calculated on the portion of the sales and the allowance for doubtful accounts. Sales throughcorporate loyalty programs and trade agreements are recorded under "Other Receivables."

Accounts receivable are initially recognized at fair value and subsequently measured at amortizedcost using the effective interest method less the allowance for doubtful accounts ("PDD" or"impairment")

2.9 Inventories

Inventories are stated at average cost or net realizable value, whichever is less. The average cost ofacquisition is adjusted by the effect of the present value of suppliers (forward purchases) and rebatesreceived from suppliers, as applicable. The net realizable value is the estimated selling price in theordinary course of business less the estimated costs of completion and the estimated costs necessaryto carry out the sale.

2.10 Intangible assets

(a) Goodwill

Goodwill is represented by the positive difference between the amount paid and/or payable for theacquisition of a business and the net fair value of assets acquired and liabilities of the subsidiary.Goodwill on acquisitions of subsidiaries is recorded as "Intangible Assets" in the consolidatedfinancial statements. In the case of calculating the discount, the amount is recorded as a gain inearnings at the date of acquisition. Goodwill is tested annually for impairment. Goodwill is stated atits cost less accumulated impairment losses. Recognized impairment losses on goodwill are notreversed. Gains and losses from disposal of an entity include the carrying amount of goodwill relatedto the entity sold.

Goodwill is allocated to Cash Generating Units (CGUs) for impairment testing purposes. Theallocation is made to the Cash Generating Units or groups of Cash Generating Units that shouldbenefit from the business combination that generated the goodwill, and are identified according tothe operating segment.

The goodwill on acquisition of investments, including acquisition, due to expected futureprofitability, were amortized through December 31, 2008 using a 5 to 10 year period, according tothe proportion of expected future results from the investments. The value of goodwill for futureprofitability is no longer amortized since January 1, 2009.



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(b) Trademarks and licenses

Trademarks and licenses acquired separately are shown initially at historical cost. Trademarks andlicenses acquired in a business combination are recognized at fair value at the acquisition date.Subsequently, the trademarks and licenses, evaluated with finite lives are stated at cost lessaccumulated amortization. Amortization is calculated on the straight-line method to allocate the costof trademarks and licenses over their estimated working life of 15 to 20 years.

(c) Software/website

The expenses related to the development of web sites (the principal sales channel of the Company),such as the development of application and operational technology infrastructure (purchase andinternal development of software and application installation in sites), the rights to use software andgraphics development are recorded as an intangible, as specified in FRS 04 (IAS 38) and areamortized on the straight-line method considering the stipulated period of its use and benefits to beaccrued (Note 15).

The software licenses are capitalized on the basis of costs incurred to acquire the software andwebsites and make them ready for use. Costs related to software maintenance are expensed asincurred. Development costs that are directly attributable to the design and testing of new softwareand websites identifiable and unique, controlled by the Group are recognized as intangible assetswhen the following criteria are met:

it is technically feasible to complete the software/website product and make it available for use;

management plans to complete the software/website and use it or sell it; the software/website can be sold or used;

it can be shown that it is likely that the software/website will generate future economic benefits;

adequate technical, financial and other resources to complete the development and use or sell thesoftware/website are available; and

the expenses attributable to the software/website during its development can be measuredreliably.

The directly attributable costs that are capitalized as part of the software product/website, includethe costs allocated to employees in software/website development and an appropriate share ofapplicable overheads. Costs also include borrowing costs incurred during the development ofsoftware/websites. The amount of charges on borrowings capitalized is obtained by applying theweighted average rate on borrowings that were in force during the period of the investments toobtain the asset and that does not exceed the amount of borrowing costs incurred during the period.

Other development expenditures that do not meet these criteria are recognized as an expense asincurred. Development costs previously recognized as an expense are not recognized as assets in asubsequent period.

2.11 Fixed assets

Fixed assets are measured at their historical cost less accumulated depreciation. Historical costincludes directly attributable expenditures to acquire these items and financing costs related to theacquisition of qualifying assets.



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Subsequent costs are included in the assets' carrying amount or recognized, as appropriate, as aseparate asset, only when it is probable that future economic benefits associated with these costs willaccrue and can be reliably measured. All other repairs and maintenance, are charged to the incomestatement during the financial period in which they are incurred.

Land is not depreciated. Depreciation of other fixed assets is calculated using the straight-linemethod, to allocate their costs to their residual values over the estimated useful lives, as shown inNote 14.

Residual value and useful life calculations of assets are reviewed and adjusted, as appropriate, at theend of each reporting period.

The book value of an asset is immediately reduced to its recoverable amount if the asset's carryingamount is greater than its estimated recoverable amount (Note 2.13).

Gains and losses on the disposal of assets are calculated as the difference between the total proceedsrealized from disposals and their carrying value, and are recognized as "Other operating income(expenses)" in the statement of operations.

2.12 Deferred assets

In connection with Law No. 11941/09 and CPC 43, the Company (Parent Company) opted tomaintain, in its overall results, under Deferred Assets, the balances related to pre-operating expensesthat showed signs of recoverability, for amortization during the period of anticipated benefits. Theeffect of maintaining the Deferred Assets balance is totally eliminated in the preparation andpresentation of the consolidated financial statements (Note 16).

2.13 Impairment of non-financial assets

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and aretested annually to identify any need to reduce recoverable value (impairment). The assets subject toamortization are reviewed for impairment whenever events or changes in circumstances indicatethat the carrying value may not be recoverable. An impairment loss is recognized when an asset'scarrying amount exceeds its recoverable amount, which is the greater of fair value of an asset, lesscosts to sell, and its value in use. For purposes of impairment evaluation, assets are grouped at thelowest levels for which there are separately identifiable cash flows (Cash Generating Units - CGUs).Non-financial assets, except goodwill, which have been adjusted for impairment, are subsequentlyreviewed for possible reversal of the impairment at each reporting date.

2.14 Trade accounts payable

Trade accounts payable are payable obligations related to goods or services that were purchasedfrom vendors in the ordinary course of business and are classified as current liabilities if thepayment is due in a period of up to one year. Otherwise, the accounts payable are posted as non-current liabilities.

They are initially recognized at fair value and subsequently measured at amortized cost using theeffective interest method.



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2.15 Present value adjustment

The operations of long-term purchases, primarily from suppliers of goods and services, wereadjusted to their present value taking into account the maturities of these transactions. The averagerate used of 6.96% per annum (p.a.) at March 31, 2013 (8.43% p.a. at December 31, 2012), was basedon funding for the respective periods. The constitution of the present value adjustment of purchasesis recorded under "Suppliers" and "Inventory" (Note 9) and the counterpart entries are shown underthe heading "Finance Costs", through the maturity date, in the case of suppliers, and for therealization of inventories based on the amounts recorded under the heading "Cost of goods sold andservices provided."

The operations of long-term transactions, at the same previously-agreed prices as represented,mainly, through credit card installment sales, were brought to their present value taking into accountthe payment deadlines of the aforementioned transactions. The same treatment was given to thetaxes on those sales, considering the effective rate on them. The average rate used of 7.60% p.a. atMarch 31, 2013 (9.03% p.a. at December 31, 2012), was based on receivable discounts on theirrespective base dates. The present value adjustment of installment sales has a counterpart entryunder the heading "Accounts receivable from clients" (Note 8) and its realization is recorded under"Finance income" through the maturity date.

2.16 Borrowings and financing

Borrowings are recognized initially at fair value, net of transaction costs incurred and are,subsequently, stated at amortized cost. Any difference between the values obtained (net oftransaction costs) and the liquidation value is recognized in the statement of operations during theperiod during which borrowings are outstanding, using the effective interest method. Borrowingssubject to swap as protection against exchange rate fluctuations are recorded at fair value, as shownin Note 4.1 (a).

Borrowings are classified as current liabilities, unless the Company has an unconditional right todefer settlement of the liability for at least 12 months after the balance sheet date.

2.17 Provisions

Provisions and legal claims (labor, civil and tax claims) are recognized when: (i) the Group has apresent legal or constructive obligation as a result of events that have already occurred, (ii) it isprobable that an outflow of resources is necessary to settle an obligation, and (iii) the amount can bereliably estimated.

When there are a number of similar obligations, the likelihood of settling them is determined bytaking into consideration the class of obligations as a whole. A provision is recognized even if theprobability of settlement relating to any individual item included in the same class of obligations issmall.

Provisions are measured at the present value of the expenditures expected to be required to settle anobligation using a pre-tax rate, which reflects current market assessments of the time value of moneyand, if appropriate, the risks specific to the obligation. The increase in a provision due to the passageof time is recognized as a finance cost.



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2.18 Current and deferred income tax and social contribution

The income tax and social contribution expenses for the period comprise current and deferred taxes.Income taxes are recognized in the statement of operations, except to the extent that they relate toitems recognized directly in equity or comprehensive income. In this case, the tax is also recognizedin equity or in comprehensive income.

The current and deferred income taxes and social contribution burden are calculated using the taxlaws that have been enacted, or substantially enacted, by the balance sheet date. Managementperiodically evaluates positions taken in the Group's tax returns with respect to situations in whichapplicable tax regulations are subject to interpretation and establishes provisions, whereappropriate, on the basis of amounts expected to be paid to the tax authorities.

Current income tax and social contribution are shown net, by contributing entity, as liabilities, whenthere are amounts, payable, or as assets, when amounts paid in advance exceed the total amount dueon the date of the report.

Deferred income tax and social contribution are recognized using the liability method on thetemporary differences arising between the tax bases of assets and liabilities, and their carryingamounts in the financial statements. However, the deferred income tax and social contribution arenot accounted for if they result from the initial recognition of an asset or liability in a transactionother than a business combination which, at the time of the transaction, does not affect theaccounting result or the taxable profit (tax loss).

Deferred income tax and social contribution assets are recognized only in proportion to theprobability that future taxable profit will be available and against which the temporary differencescan be used.

Deferred income tax and social contribution assets and liabilities are presented net in the balancesheet when there is a legal right and intention to set off the recognized amounts in the calculation ofcurrent taxes that, in general, relate to the same legal entity and the same tax authority. However,the deferred tax assets and liabilities are presented separately in Notes 11 (a).

2.19 Employee benefits

(a) Share-based compensation

The Group operates a share-based compensation plan, paid in shares, according to which the entityreceives the services of employees as consideration for equity instruments (options) of the Group.The fair value of employee services, received in exchange for share options, is recognized as anexpense. The total amount to be recognized is determined by referencing the fair value of optionsgranted, which is calculated on the grant date of the options program for the purchase of sharesbased on pricing models usually adopted by the market. These models are calculated usingassumptions, such as market value of the share, the option exercise price, Company share pricevolatility (calculated based on the historical price of its shares), risk-free interest rate, term of thecontract ("vesting period") and anticipated dividends distribution. The compensation costs linked tothese programs are recorded using the straight-line method during the period in which the recipientis engaged in providing services, accounting for forfeitures as they occur. The assumptions andmodels used to estimate the fair value of share-based payments are disclosed in Note 22. On theclosing date of the balance sheet, the entity revises its estimates of the number of options, whoserights may be acquired based on the conditions of acquisition of rights that are not in the market.This recognizes the impact of the revision of original estimates, if any, in the income statement, witha corresponding adjustment in equity.



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The amounts received, net of any directly attributable transaction costs, are credited to share capital(nominal value) and goodwill reserves, if applicable, when the options are exercised.

The social contributions payable in connection with the granting of share options are considered partof the grant itself, and the collection will be treated as a cash-settled transaction.

(b) Profit sharing

When applicable, the Group recognizes a liability and an expense for profit sharing based on amethodology that takes into consideration the profit attributable to Company shareholders aftercertain adjustments. The Group recognizes a provision where it is contractually obliged or wherethere is a past practice that has created a constructive obligation.

(c) Other benefits

The Company and its subsidiaries do not provide other post-employment benefits, contracttermination benefits or other long-term benefits for Management and its employees (except for theshare option purchase plan described in Note 22).

2.20 Share capital

Common shares are classified as net equity.

The incremental costs directly attributable to the issuance of new shares or options are shown inequity as a deduction from the proceeds, net of taxes. When the Company purchases its own equityshare capital (treasury shares), the consideration paid, including any additional, directly attributablecosts (net of income taxes) is deducted from equity attributable to shareholders of the Company untilthe shares are canceled or reissued. When these shares are subsequently reissued, any considerationreceived, net of any additional, directly attributable transaction costs and the related income tax andsocial contribution effects, are included in equity attributable to the shareholders of the Company.

2.21 Recognition of revenues

Revenue is the fair value of the consideration received or receivable from the trading of products andservices in the ordinary course of business of the Company. Revenue is reported net of taxes, returns,rebates and discounts, as well as the elimination of sales between Group Companies.

The Group recognizes revenue when its amount can be reliably measured, and it is probable thatfuture economic benefits will flow to the entity and specific criteria have been met for each of theGroup's activities, as described below. The Company bases its estimates on historical results, takinginto consideration the type of customer, type of transaction and the specifications of each sale.

(a) Sales of goods and services

Revenues from the sales of goods and services, which include freight charged to customers, arerecognized upon transfer of property and the risks to third parties for their gross values anddeductions for unconditional discounts, returns, adjustments to present value calculated on creditand sales tax. Sales orders approved by credit card issuers, where products have not yet been billedor shipped to customers, and sales of gift certificates that are held by customers and that will be usedin future, are recorded as "other current liabilities" classified in current liabilities.



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(b) Financial income

Interest earned is accrued on a time-proportion basis using the effective interest method. Whenimpairment is identified in relation to some accounts receivable, the Company reduces the bookvalue to its recoverable amount, which corresponds to estimated future cash flows, discounted at theoriginal instrument's original effective interest rate. Subsequently, over time, interest is incorporatedinto the accounts receivable in return for financial income. This interest income is calculated by thesame effective interest rate used to determine the recoverable amount.

2.22 Distribution of dividends and interest on capital

Pursuant to the Company's bylaws and when applicable, the distribution of dividends and interest oncapital to shareholders of the Company is recognized as a liability in the Group's financial statementsat the end of the year. Any amount above the mandatory minimum is only accrued on the date onwhich it is approved.

2.23 New standards, amendments to and interpretationsof standards that are not yet in force

The following new standard, was issued by the International Accounting Standards Board (IASB),but is not effective for the year 2013. The early adoption of this standard, although encouraged bythe IASB, was not allowed in Brazil by the Brazilian Accounting Pronouncements Committee (CPC).

IFRS 9 - Financial instruments covers the classification, measurement and recognition offinancial assets and liabilities. IFRS 9 was issued in November 2009 and October 2010 andsubstitutes the sections of IAS 39 related to the classification and measurement of financialinstruments. IFRS 9 requires the classification of financial assets in two categories: fair value oramortized cost. The determination is made on initial recognition. The classification base dependson the business model of the organization and the contractual characteristics of the cash flow ofthe financial instruments. With relation to financial liabilities the standard maintains most of therequirements established by IAS 39. The principle change is that of the cases in the option whenjust value is adopted for financial liabilities, the portion of changes in the fair value due to creditrisks of the actual entity is recorded in comprehensive income and not in the statement ofoperations, except when it results in an accounting separation. The Group is evaluating the totalimpact of IFRS 9. The standard is applicable as of January 1, 2015.

There are no other IFRS or interpretations from IFRIC, which have not yet entered into force thatcould have a significant impact on the Group.

3 Critical accounting estimates and judgments

Accounting estimates and judgments are continually evaluated, and are based on historicalexperience and various other factors, including expectations of future events, which are believed tobe reasonable under the circumstances.

3.1 Critical accounting estimates and assumptions

Based on assumptions, the Group makes estimates concerning the future. By definition, the resultingaccounting estimates will seldom be equal to actual results. Estimates and assumptions, whichpresent significant risk, with a probability of causing a material adjustment to the carrying amountsof assets and liabilities for the next fiscal year, are addressed below:



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(a) Loss (impairment) of goodwill

Pursuant to the accounting policy disclosed in Note 2.13, the Group annually tests losses(impairment) of goodwill. Recoverable amounts from Cash Generating Units (CGUs) weredetermined based on value in use calculations, which were, in turn, based on estimates.

Losses due to goodwill impairment were not recognized in the financial statements of December 31,2012 and in the quarterly information of March 31, 2013.

(b) Recovery of income tax, social contributionand other deferred taxes

Significant management judgment is required to determine the value of deferred tax assets that canbe recognized, based upon the likely timing and level of future taxable profits, together with futuretax planning strategies.

According to Management's estimates, the Company will generate sufficient taxable income to offsetdeferred taxes on tax loss carry-forwards and temporary differences in up to 8 years. In a scenariowhere there is a 20% deterioration in the taxable profit, this period will be extended to 10 years.

(c) Fair value of derivatives and otherfinancial instruments

The fair value of financial instruments traded in active markets (such as securities held for tradingand available for sale) is based on market prices, quoted on the balance sheet date.

3.2 Critical judgments in applying the entity'saccounting policies

(a) Allowance for doubtful accounts

This allowance is based on the analysis of historical losses monitored by Management and at a levelconsidered sufficient to cover probable losses on accounts receivable.

(b) Allowance for inventory losses

Allowance for inventory losses is estimated based on historical losses in the physical inventories atdistribution centers, as well as selling items below purchase price. This allowance is considered byManagement to be sufficient to cover probable losses on the Company's inventories.

(c) Useful life of fixed and intangible assets

Depreciation and amortization of fixed and intangible assets is Management's best estimate on theuse of these assets over the course of their operations. Changes in the economic and/or consumermarket may require a revision of these useful life estimates.

(d) Loss from reduction in the recoverablevalue of non-financial assets

Impairment tests are performed in consideration of future revenue projections, calculated on thebasis of internal and market assumptions, discounted to present value. These projections arecalculated by considering the best estimates of Management, which are revised when changes occurin the economic environment or the consumer market.



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(e) Provisions for civil, labor and tax risks

The Company recorded provisions, which involve considerable judgment by Management, for taxrisks, labor and civil, as a result of a past event. An outflow of resources involving economic benefitswill likely be necessary to settle the obligation and a reasonable estimate may be made as regards theamount of this obligation. The Company is subject to legal, civil and labor claims involving mattersthat arise in the normal course of its business activities.

Assessing probability of loss includes evaluating available evidence, the hierarchy of laws, availablejurisprudences, recent court decisions and their relevance in the legal system, as well as theevaluation of external counsel. Allowances are reviewed and adjusted in consideration of changes incircumstances, such as the applicable limitation period, findings from tax inspections or additionalexposures identified based on new issues or court decisions. The actual results may differ from theseestimates.

4 Management of financial risk

4.1 Financial risk factors

In the normal course of business, the Company and its affiliates are exposed to market risks relatedto the fluctuation of interest rates and exchange variations, as well as credit risk on its installmentsales. Under monitoring carried out by its officers and management, and supervised by the Board ofDirectors, the Company and its affiliates use hedge instruments to minimize exposure to these risks.These administrators determine what strategies are to be adopted and Management contractsappropriate hedge instruments for each circumstance and inherent risk.

The Company and its affiliates have no term contracts, options, swap options, zero cost collars,flexible options, derivatives built into other products, operations structured with derivatives and"exotic derivatives." The Company and its affiliates do not operate using derivative financialinstruments for speculative purposes, thereby reaffirming its commitment to conservative policiesfor cash management, in relation to financial liabilities or available resources.

(a) Market risk

(i) Exchange rate risk

These risks originate from foreign currency exchange rate variations on the loan portfolio and theaccounts payable for the importation of goods for resale. The Company and its subsidiaries make useof derivatives, such as traditional swaps, for the purpose of canceling exchange losses resulting fromsharp devaluations of the Real (R$ ) against foreign currency denominated funding. In addition, theCompany uses currency forward contracts to protect themselves from currency fluctuations in theUS dollar (US$ ) compared to the Real (R$ ) on the import flow.

At March 31, 2013, the position of these derivative financial instruments was the following:

Traditional Swaps (registered in the borrowings and financing account):

The counterparts to these traditional swaps are the financial institutions that provide borrowings inforeign currency (American dollars). These CDI-referenced swaps aim to cancel exchange risk,transforming the cost of the debt (Note 17) to local currency and interest rates, which varies from119.1% to 136.8% of the CDI. These contracts, at March 31, 2012, amounted to a reference value of



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R$ 494,591 for the Parent Company (R$ 560,915 in the Consolidated) and at December 31, 2012,R$ 501,284 in the Parent Company (R$ 557,661 in the Consolidated). These operations are matchedin terms of amount, terms, and interest rates. The Company always seeks to liquidate such contracts,together with the respective borrowings that are the subject of the hedge transactionssimultaneously. There are no contractual clauses for margin calls in this type of transaction.

Parent company Consolidated

March 31,2013

December31, 2012

March 31,2013

December31, 2012

Hedge object (debt) Amortized cost 469,558 478,132 534,429 542,929Amounts adjusted bythe fair value of thecovered risks 612,646 622,036 677,488 687,834

143,088 143,904 143,059 144,905Swaps

Asset position (USdollar + Pre)

Amortized cost (469,558) (478,132) (534,429) (542,929)Fair value (614,980) (624,403) (680,423) (690,201)

(145,422) (146,271) (145,994) (147,272)

Liability position (%CDI)

Amortized cost 479834 477,459 548,757 544,284Fair value 477,502 475,092 545,822 541,917

2,332 2,367 2,935 2,367

Considering that the Company's exposure to the risk of wide swings in currency exchange rates ismitigated by traditional swap operations, contracted for exchange protection purposes and,therefore, simultaneously with the respective foreign currency borrowings, the change in the rate ofthe US dollar compared to the real due to the current market conditions does not produce anysignificant impacts on the Company's financial statement.

(ii) Interest rate risk

The Company and its subsidiaries use resources produced by operational activities to manage itsoperations, as well as to guarantee investments and growth. To meet the cash requirements forgrowth, the Company and its subsidiaries obtain borrowings and financing from Brazil's principalfinancial institutions, substantially indexed to the variation of the Interbank Deposit Certificate(CDI). Relevant fluctuations in the CDI (see analysis of sensitivity item (d) below) raise thepossibility of inherent risk. Financial investment policies indexed by the CDI partially mitigate thiseffect.

(b) Credit risk

Credit risk is managed at the corporate level. Credit risk stems from cash and cash equivalents,derivative financial instruments, deposits in banks and other financial institutions as well asexposure to client credit. With regard to banks and other financial institutions, the individual risklimits are determined based on internal or external classifications according to the limits set by theBoard of Directors. The use of credit limits is regularly monitored. Sales to retail clients are settled incash or through the main credit cards existing in the market.



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The credit risk is minimized by the fact that approximately 63% of the Company's sales and those ofits subsidiaries are conducted through credit cards administered by the main credit card operators,which have excellent levels of risk classification. The Company and its subsidiaries maintainprovisions for doubtful credit in an amount that is considered by Management sufficient to coverpossible losses on its receivables.

(c) Liquidity risk

Management continuously monitors forecasts for the liquidity requirements of the Company inorder to ensure that it has sufficient cash to satisfy its operating needs. This forecast takes intoconsideration plans for financing the Company's debt, compliance with clauses, compliance withinternal targets for the asset balance quotient and, if applicable, external or legal regulatoryrequirements - for example, currency restrictions.

The Treasury invests excess cash in interest-bearing bank accounts, term deposits, short-termdeposits and securities, choosing instruments with appropriate maturities with sufficient liquiditythat offer a sufficient margin as determined by the aforementioned forecasts.

The following table analyzes the non-derivative financial liabilities of the Group and the derivativefinancial liabilities that are settled on a liquid basis by the Group, through common maturity periodsthat correspond to the period remaining between the date of the calculation of the net equity balanceand the contracted date of maturity. Derivative financial liabilities are included in the analysis iftheir maturities are essential for an understanding of the cash flows.

Parent company

Between BetweenLess than one and two andone year two years five years

At March 31, 2013Suppliers 776,063Borrowings, financing and debentures 418,434 420,506 1,905,956

At December 31, 2012Suppliers 911,852Borrowings, financing and debentures 482,352 420,506 1,771,316

Consolidated

Between BetweenLess than one and two andone year two years five years

At March 31, 2013Suppliers 834,652Borrowings, financing and debentures 599,951 367,934 1,905,956

At December 31, 2012Suppliers 960,175Borrowings, financing and debentures 644,662 434,272 1,771,316



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(d) Analysis of additional sensitivity required by CVM

Sensitivity analysis of swap transactions

Swap transactions recorded by the Company and its affiliates were contracted, simultaneously, forforeign currency loan transactions, contemplating terms, rates, and equivalent values, exchangingthe borrowings' exchange exposure for exposure to the CDI.

At March 31, the Company's gross debt, in U.S. dollars, was R$ 612,646 (Parent Company) andR$ 677,488 (Consolidated).

According to data drawn from the Brazilian Central Bank ("Relatório Focus") April 26, 2013 marketexpectations were indicating an exchange rate for the end of the year 2013 (probable scenario) of2.0000 R$/US$ compared to 2.0138 R$/US$ at March 31, 2013.

Parent company

Operation RiskProbablescenario

Scenario I -Deterioration

of 25%

Scenario II -Deterioration

of 50%

US dollarsExchange rate at March 31, 2013 2.0138 2.0138 2.0138Estimated exchange rate atDecember 31, 2013 2.0000 2.5000 3.0000Forreign currency borrowings (variation US$ ) (4,198) 147,914 300,026Swaps (Long position in foreigncurrency) (variation US$ ) 4,198 (147,914) (300,026)

Net effect Zero Zero ZeroConsolidated

Operation RiskProbablescenario


of 25%


of 50%

US dollarsExchange rate at March 31, 2012 2.0138 2.0138 2.0138Estimated exchange rate at

December 31, 2013 2.0000 2.5000 3.0000Forreign currency borrowings (variation US$ ) (4,643) 163,569 331,780Swaps (Long position in foreigncurrency) (variation US$ ) 4,643 (163,659) (331,780)

Net effect Zero Zero Zero

CDI Rate sensitivity analysis

The Company and its affiliates maintain the whole of their debt and cash and equivalents indexed tothe variation of the CDI (considering the exchange of debts in foreign currency for variation in theCDI with traditional swaps). At March 31, 2012, the Company (Parent Company) had a net debt ofR$ 1,249,158 (R$ 980,111 at December 31, 2012), which represented the loan values, financing anddebentures, net cash and negotiable securities. In the Consolidated, the net debt was R$ 1,739,905(R$ 1,388,695 at December 31, 2012).



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According to data from the Brazilian Central Bank ("Relatório Focus") at April 26, 2013, marketexpectations were indicating an effective average CDI rate of 7.65% (probable scenario) for calendaryear 2013, against the effective rate of 6.90% as applied during the year 2012.

In addition, Management ran sensitivity tests for adverse scenarios, CDI rate deterioration at 25% or50% above the probable scenario (Management's opinion), as shown below:

Parent company

OperationProbablescenario


of 25%


of 50%

CDI effective annual interest rate in 2012 6.90% 6.90% 6.90%Net debt 1,249,158 1,249,158 1,249,158CDI estimated annual interest rate in 2013 7.65% 9.56% 11.48%Annual effect on net debt:

Increase 9,216 32,718 56,219

Consolidated

OperationProbablescenario


of 25%


of 50%

CDI effective annual interest rate in 2012 6.90% 6.90% 6.90%Net debt 1,739,905 1,739,905 1,739,905CDI estimated annual interest rate in 2013 7.65% 9.56% 11.48%Annual effect on net debt:

ReductionIncrease 13,049 46,325 79,601

4.2 Capital management

The goal of the Company and its subsidiaries with regard to capital management is to ensure thecontinuity of its operations to offer a return to shareholders and benefits to other stakeholders, aswell as maintaining the ideal capital structure to minimize associated costs.

The Company monitors the levels of its indebtedness through the Net Debt/EBITDA ratio, which inits understanding represents the most appropriate manner to present the debt metric, because itreflects consolidated net financial obligations requiring immediate cash for payments, consideringits operating cash generation.

4.3 Fair value estimate

It is assumed that the book value of the balances of client accounts receivable and suppliers accountspayable, minus impairment in the case of Accounts Receivable, are close to their fair value. The fairvalue of financial liabilities, for disclosure purposes, is estimated using discounted contractual futurecash flows at existing market interest rates, which are available to the Group through similarfinancial instruments.



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The Group applies CPC 40/IFRS 7 to the financial instruments measured in the balance sheet at fairvalue, which requires disclosure of the fair value measurements by the level in the followinghierarchy:

Price quotes (unadjusted) in asset markets for identical assets and liabilities (Level 1).

Information, besides the price quotes, included in Level 1 that are adopted by the market forassets or liabilities, whether directly (that is, as prices) or indirectly (that is, price derivatives)(Level 2).

Insertions for assets or liabilities that are not based on data adopted by the market (that is, non-observable insertions) (Level 3).

The following table presents the Group's assets and liabilities measured by fair value as at March 31,2013.

ConsolidatedTotal

Level 1 Level 2 Level 3 balance

AssetsFinancial assets at fair value through result 23,205 23,205

Fundo de Investimento em Direitos Creditórios - FIDCFinancial assets available for saleMarketable securities 980,234 980,234

Total assets 1,003,439 1,003,439

LiabilitiesFinancial liabilities at fair value though result

Borrowings and financing (Foreign currency) 677,488 677,488Derivatives used for hedge - swap (131,666) (131,666)

Total liabilities 545,822 545,822

The following table presents the Group's assets and liabilities measured by fair value as at December31, 2012.

ConsolidatedTotal

Level 1 Level 2 Level 3 balance

AssetsFinancial assets at fair value through result

Fundo de Investimento em Direitos Creditórios - FIDC 109,210 109,210Financial assets available for saleMarketable securitiess 1,224,680 1,224,680

Total assets 1,333,890 1,333,890

LiabilitiesFinancial liabilities at fair value though result

Borrowings and financing (Foreign currency) 687,834 687,834Derivatives used for hedge - swap (145,917) (145,917)

Total liabilities 541,917 541,917



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5 Financial instruments by category

Consolidated

Borrowings Fair valueand through Available

receivables result for sale Total

At March 31, 2013

Assets, according to the balance sheet 23,205 980,234 1,003,439Financial assetsClients accounts receivable and other accountsAccounts receivable, excluding anticipated

payments 879,050 879,050Cash and cash equivalents 33,635 33,635

912,685 23,205 980,234 1,916,124

Liabilities atfair value Other

though financialresult liabilities Total

At March 31, 2012

Liabilities, according to the balance sheetBorrowings

National currency 1,595,083 1,595,083Foreign currency 677,488 677,488

Derivatives financial instruments - swap (131,666) (131,666)Suppliers and other liabilities, excluding legal liabilities 834,652 834,652Debentures 636,074 636,074

545,822 3,065,809 3,611,631

Consolidated

Borrowings Fair valueand through Available

receivables result for sale Total

At December 31, 2012

Assets, according to the balance sheetFinancial assets 109,210 1,224,680 1,333,890Clients accounts receivable and other accountsAccounts receivable, excluding anticipated

payments 895,898 895,898Cash and cash equivalents 36,267 36,267

932,165 109,210 1,224,680 2,266,055



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Liabilities atfair value Other

though financialresult liabilities Total

At December 31, 2012

Liabilities, according to the balance sheetBorrowings

National currency 1,593,072 1,593,072Foreign currency 687,834 687,834

Derivatives financial instruments - swap (145,917) (145,917)Suppliers and other liabilities, excluding legal liabilities 1,035,823 1,035,823Debentures 623,863 623,863

541,917 3,252,758 3,794,675

Parent company

Accounts receivable and cash and cash equivalents are classified as "Loans and receivables";accounts payable are classified as "Other financial liabilities."

6 Credit qualities of the financial assets

The Company's financial assets are comprised mainly of the balance of available cash and cashequivalents, securities and credit card accounts receivable. The Company's cash is invested in thelargest financial institutions in Brazil - all top tier institutions - and the Company's receivables andthose of its subsidiaries are essentially with the main credit card operators, which have excellent riskclassification levels.

7 Securities


March 31,2013

December31, 2012

March 31,2013

December31, 2012

Available for sale"Fênix Fundo de Investimentos em

Direitos Creditórios do Varejo (FIDC)" 22,493 22,538Available for sale

Certificates of bank deposits - CDBs 280,850 364,627 301,529 388,708Debentures 21,151 102,187Equity Valuation Adjustments 564,506 761,299 680,759 842,995

867,849 1,148,464 1,003,439 1,333,890

Non-current (22,493) (22,538)Current 845,356 1,125,926 1,003,439 1,333,890



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(a) Fênix Fundo de Investimento de DireitosCreditórios do Varejo - Fênix FIDC do Varejo

Operations of the Fênix Fundo de Investimento em Direitos Creditórios do Varejo ("Fênix FIDC doVarejo") began in February 2011, its purpose, defined under regulation, is the investment in creditrights, constituted as a closed credit fund, governed by CMN Resolution 2.907/2001, and by CVMInstruction 356/01, by the Regulations and by other applicable legal and regulatory conditions, forthe specific purpose of acquiring creditor rights owned by Lojas Americanas and the Company("Grantors"), originating from credit card operations used for the purchase and sale of products andservices between the Grantors and their final customers, whose electronic transactions werecaptured and processed by their processing systems. The Fênix FIDC do Varejo will exist for anindefinite period of time, where every issue/series of shares has a specific maturity date. The firstissue of senior quotas and subordinated mezzanine, quotas ("Quotas"), realized on February 24,2011, the same date on which the Quotas were purchased by investors ("Subscription Date") have theamortization payment scheduled for the 60th (sixtieth) month as of the Subscription Date.

The structure of the net equity of the Fênix FIDC do Varejo on March 31, 2013, represented, in thefollowing balance sheet, by the lines "accounts payable" in the non-current liabilities andshareholders' equity, is subdivided into 1,643 (1,643 at December 31,2012) senior quotas held bythird parties, with a value of R$ 481,029 (R$ 506,020 at December 31,2012), representing 85.70%(89.40% at December 31,2012) of the equity of Fênix FIDC do Varejo on that date; 72 (72 atDecember 31, 2012) subordinated mezzanine quotas held by third parties with a value of R$ 42,637(R$ 22,407 at December 31, 2012), representing 7.60% (3.96% at December 31, 2012) of the netequity of Fênix FIDC do Varejo on that date; and 91.9% (93.94% at December 31, 2012) subordinatedjunior quotas held by the Grantors, in the amount of R$ 37,489 (R$ 37,563 at December 31, 2012),representing 6.75% (6.64% at December 31,2012) of the net equity of Fênix FIDC do Varejo on thatdate. The regulations of Fênix FIDC do Varejo define that the ratio between the net equity and thetotal value of senior quotas cannot be less than 109.86% (one hundred and nine point eighty sixpercent), and that the ratio between the value of net equity and the sum of the total value of seniorquotas and the total value of the subordinated mezzanine quotas may not be less than 105.25% (onehundred and five point twenty-five percent). The Benchmark for remuneration of Senior quotas is111% of the DI rate and for the subordinate mezzanine shares 155% of the DI rate. Juniorsubordinated quotas do not have a target remuneration rate.

The grantors were hired by Fênix FIDC do Varejo to act as agents for following-up payment of pastdue credit rights, reconciliation and collection agents and depository agents.

At March 31, 2013, the securitization of credit right operations realized by the Grantors for FênixFIDC do Varejo amounted to a total of R$ 532,277 (R$ 433,957 at December 31, 2012), of whichR$ 43,338 (R$ 61,561 at December 31, 2012) were securitized by Lojas Americanas and R$ 488,939(R$ 372,396 at December 31, 2012) were securitized by the Company.



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The Balance Sheet and Financial Statements for the quarter ended March 31, 2013 of Fênix FIDC doVarejo are presented as follows:

March 31, December 31,2013 2012

AssetsCash and cash equivalents 3,727 4,852Marketable securities 25,261 127,285Accounts receivable 532,277 433,957Other accounts receivable 2

Total assets 561,265 566,096

LiabilitiesAccounts payable (current) 110 106Accounts payable (non-current) 523,666 528,427Shareholders' equity 37,489 37,563

Total liabilities and shareholders' equity 561,265 566,096

March 31, March 31,2013 2012

Finance income 11,351 17,486Finance expenses (11,426) (16,315)

Net income for the year/period (75) 1,171

The FIDC securities portfolio is made up of: National Treasury Bills (LFTN), Bank DepositCertificates (CDB) and Financial Investment Fund Quotas, which are available at any moment, foracquisition of receivables originating in operations with sellers.

(b) Other financial assets available for sale

The Certificates of Deposit, totally from top-ranked financial institutions, are remunerated at a rateof 96.0% to 102.5% of the CDI at March 31, 2013 (96.0% to 102.5% of the CDI at December 31, 2011).There is no intention to dispose of such securities in a period superior to 1 year, so they are classifiedin current assets.

Debentures were issued by a top-ranked financial institution, and are recorded at fair value,remunerated at 70.0% to 103.0% of CDI, parent company, and consolidated at March 31, 2013 (from75.0% to 103.0% of the CDI at December 31, 2011) and can be traded at any time. There is nointention to dispose of such securities in a period superior to 1 year, so they are classified in currentassets.



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The movement of financial assets available for sale are as follows:

Parentcompany Consolidated

At January 1, 2012 880,883 911,389Additions 569,499 721,697Disposals (856,102) (952,708)Gains and losses transferred to

the shareholder's equity (1,066) (1,066)

At March 31, 2012 593,214 679,312Additions 3,172,335 3,801,719Disposals (2,639,273) (3,146,790)Gains and losses transferred to

the shareholder's equity (350) (351)

At December 31, 2012 1,125,926 1,333,890Additions 783,398 928,695Disposals (1,063,968) (1,259,146)

At March31, 2013 845,356 1,003,439

8 Clients accounts receivable


March 31,2013

December31, 2012

March 31,2013

December31, 2012

Credit cards 213,656 347,578 242,694 375,278Retail Credit Rights Investment

Fund (FIDC) 488,939 372,335Other accounts receivable 43,537 50,531 155,725 166,772

257,193 398,109 887,358 914,385Present value adjustments (5,049) (6,782) (5,049) (6,782)Provision for doubtful accounts (28,078) (28,077) (42,043) (49,653)

224,066 363,250 840,266 857,950

(i) The operations with credit cards can be paid in installments of up to twelve months. The Company'sand its subsidiaries' credit risks are minimized as the portfolio receivables are monitored by thecredit card management companies.

(ii) Other accounts receivable mainly represent sales to companies through corporate transactions,consumer loyalty projects and commercial agreements.

The Company carried out the securitization operations of its credit rights represented by AccountsReceivable from credit card companies with the Retail Credit Rights Investment Fund (FIDC), Note7(a). The FIDC is consolidated proportionally by the Company, as described in Note 2.2.

The amounts recorded as receivables approximate their fair values.



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The aging list by maturity is as follows:


March 31,2013

December 31,2012

March 31,2013

December 31,2012

Falling due 193,587 332,175 809,787 826,875Overdue

up to 30 days 11,150 14,100 11,150 14,10030 to 60 days 9,665 9,314 9,665 9,31461 to 90 days 3,006 2,251 3,006 2,25191 to 120 days 3,893 3,254 3,893 3,254121 to 180 days 2,765 2,156 2,765 2,156

224,066 363,250 840,266 857,950

The amount of the provision for doubtful accounts considers the average of the effect of losses overthe last 12 months, combined with a Management analysis of the probable losses from due and pastdue accounts.

Changes in the provisions for doubtful accounts is shown as follows:

ParentCompany Consolidated

Balance at January 1, 2012 30,383 63,469Reversals (5,344) (7,724)

Balance at March 31, 2012 25,039 55,745Reversals (9,130)Additions 3,038 3,038

Balance at December 31, 2012 28,077 49,653Reversals (7,611)

Additions 1 1

Balance at March 31, 2013 28,078 42,043

9 Inventories


March 31,2013

December 31,2012

March 31,2013

December 31,2012

Goods for resale 832,104 731,335 838,845 747,774Supplies and packaging 6,992 5,982 6,992 5,982Present value adjustment (7,168) (5,022) (7,168) (5,022)Provision for losses (32,592) (22,494) (32,592) (22,494)

799,336 709,801 806,077 726,240



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The movement of the provision for losses is shown as follows:

Parentcompany andconsolidated

Balance at January 1, 2012 (26,128)Reversals 694

Balance at March 31, 2012 (25,434)Reversals 2,940

Balance at December 31, 2012 (22,494)Additions (10,098)

Balance at March 31, 2012 (32,592)

10 Recoverable taxes


March 31,2013

December31, 2012

March 31,2013

December31, 2012

Income tax withheld at source 26,313 37,249 28,653 39,428Social Integration Program (PIS) and

Contribution for the financing of socialsecurity (COFINS) 107,838 99,951 109,218 101,275Taxes on Goods and Services (ICMS) 33,038 30,063 33,050 30,075Deferred income tax and social contribution 57,181 27,728 67,227 40,441Others 1,042 1,040 1,407 1,366

225,412 196,031 239,555 212,585

Non-current portion 91,318 85,051 91,318 85,051Current portion 134,094 110,980 148,237 127,534



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11 Income tax and social contribution

(a) Deferred income tax and social contribution

AssetsParent company Consolidated

March 31,2013

December 31,2012

March 31,2013

December31, 2012

Tax losses 227,164 208,704 236,262 213,812Negative bases for social contribution 81,537 75,133 83,389 76,965Temporary differences:

Contingencies 7,790 6,440 7,790 6,440Unsettled swaps 13,359 12,637 14,694 13,678Present value adjustments

receivables and payables 9,679 6,353 9,679 6,353Provision for doubtful accountsProvisions for losses on inventories 16,411 15,968 21,906 23,873Write-off of deferred assets 11,153 7,766 11,153 7,766Others 2,894 4,125

760 1,556 1,241 1,980367,853 334,557 389,008 354,992

LiabilitiesParent company Consolidated

March 31,2013

December31, 2012

March 31,2013

December31, 2012

Amortization of goodwill 23,320 29,357 23,320 29,357Capitalization of interest 38,741 34,666 38,741 34,666Revision of the useful life of intangible assets 26,762 25,453 26,762 25,453Revision of the useful life of fixed assets 9,780 8,654 9,780 8,654

98,603 98,130 98,603 98,130

Net balance 269,250 236,427 290,405 256,862

(b) Expected realization of deferred taxes

Parent company

March 31,2013

December31, 2012

Deferred tax assetsDeferred tax assets to be recovered within a year 7,400 7,400Deferred tax assets to be recovered after 12 months 360,453 327,157

367,853 334,557

Deferred tax liabilitiesDeferred tax liabilities to be settled after 12 months 98,603 98,130

98,603 98,130

Deferred tax assets (net) 269,250 236,427



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Consolidated

March 31,2013

December31, 2012

Deferred tax assetsDeferred tax assets to be recovered within a year 21,155 20,435Deferred tax assets to be recovered after 12 months 367,853 334,557

389,008 354,992

Deferred tax liabilitiesDeferred tax liabilities to be settled after 12 months 98,603 98,130

98,603 98,130

Deferred tax assets (net) 290,603 256,862

The estimates for recovery of the deferred tax assets within 8 years are supported by the taxableincome projections, taking into consideration a number of financial and business assumptions takeninto account in the period ended March 31, 2013. Consequently, the estimates are subject to notbeing realized in the future in view of the uncertainties that are inherent in forecasts.

Brazilian legislation permits that tax losses and negative social contribution bases may be carriedover indefinitely to compensate future taxable profits. However, tax legislation enacted in 1995 limitsthe use of such tax losses in any given year to 30% of taxable income.

(c) Deferred tax movements

The movement of deferred tax assets and liabilities during the year, without taking into accountcompensation of balances, is as follows:

Parent Company

Presentvalue Fiscal

Provisions adjustments losses Others Total

Deferred tax assets

At January 1, 2012 39,833 14,013 142,888 2,046 198,780Charged (credited) to the

financial statements (543) (1,147) 33,152 1,609 33,071Other charges (credits) 1,278 362 (4,154) (2,514)

At March 31, 2012 40,568 13,228 171,886 3,655 229,337Charged (credited) to the

financial statements 3,521 (6,513) 111,525 (2,099) 106,434Other charges (credits) (1,278) (362) 426 (1,214)

At December 31, 2012 42,811 6,353 283,837 1,556 334,557Charged (credited) to the

financial statements 6,107 3,326 24,864 (1,001) 33,296

At March 31, 2013 48,918 9,679 308,701 555 367,853



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Parent Company

Review of Review ofGoodwill Capitalization useful life useful life

amortization of interest intangible fixed assets Total

Deferred tax liabilities

At January 1, 2012 19,408 20,309 15,896 4,742 60,355Credited to the

financial statements 2,487 2,791 2,903 928 9,109

At March 31, 2012 21,895 23,100 18,799 5,670 69,464Credited to the

financial statements 7,462 11,566 6,654 2,984 28,666

At December 31, 2012 29,357 34,666 25,453 8,654 98,130Credited to the

financial statements (6,037) 4,075 1,309 1,126 473

At March 31, 2013 23,320 38,741 26,762 9,780 98,603

Consolidated

Present Write-offvalue deferred Fiscal

Provisions adjustments assets losses Others Total

Deferred tax assets

At January 1, 2012 37,354 14,013 9,546 143,884 19,752 224,549Charged (credited) to the

financial statements 14,308 (1,147) (1,412) 31,304 (15,267) 27,786Other charges (credits) 362 1,543 1,905

At March 31, 2012 51,662 13,228 8,134 176,731 4,485 254,240Charged (credited) to the

financial statements 95 (6,513) (4,009) 118,443 (2,503) 105,513Other chages (credits) (362) (4,399) (4,761)

At March 31, 2012 51,757 6,353 4,125 290,775 1,982 354,992Charged (credited) to the

financial statements 3,787 3,300 (1,231) 28,876 (742) 33,990Other chages (credits) 26 26

At December 31, 2012 55,544 9,679 2,894 319,651 1,240 389,008



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Consolidated

Review of Review ofGoodwill Capitalization useful life useful life

amortization of interest intangible fixed assets Total

Deferred tax liabilities

At January 1, 2012 19,408 20,309 15,896 4,742 60,355Charged (credited) to the

financial statements 2,487 2,791 2,903 928 9,109

At March 31, 2012 21,895 23,100 18,799 5,670 69,464Charged (credited) to the

financial statements 7,462 11,566 6,654 2,984 28,666

At December 31, 2012 29,357 34,666 25,453 8,654 98,130Charged (credited) to the

financial statements (6,037) 4,075 1,309 1,126 473

At March 31, 2012 23,320 38,741 26,762 9,780 98,603

(d) Reconciliation between nominal and effective tax rates

The reconciliation between the income tax and social contribution, computed by the nominal andeffective rates is demonstrated as follows:


March 31,2013

March 31,2012

March 31,2013

March 31,2012

Losses before taxand social contribution (96,339) (69,531) (93,114) (64,890)

Nominal rate 34% 34% 34% 34%

32,755 23,641 31,659 22,063Effect of (additions) or deductions

on net incomeEquity pick up adjustment (90) 383Other deductions (additions) permanent, net 158 (63) 329 (3)

Income tax and social contributionat effective rates 32,823 23,961 31,988 22,060

Current (1,530) (1,042)Deferred 32,823 23,961 33,518 23,102

Income tax and social contribution 32,823 23,961 31,988 22,060



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12 Investments

Parent Company

March 31,2013

December 31,2012

Participation in controlled companies 71,942 71,851

(a) Subsidiaries

Ingresso.com

The subsidiary provides technology and services to purchase tickets via the Internet for concerts,theater shows, soccer games, theme parks, events and cinemas.

The Company holds a 100% ownership stake in Ingresso.com, which owns a 100% interest in B2WRental Ltda, 100% in B2W Argentina, 99% in Mesa Express, 99% in B2W México and 50% in B2WChile. With the exception of B2W Rental, which rents films and similar items, all of the activities ofthe others involve the intermediation and distribution of tickets for shows and public attractions,theme parks and events in general.

B2W Viagens

The subsidiary, under its brands Americanas Viagens, Submarino Viagens and Shoptime Viagens,offers hotel reservation services, tour packages, airline tickets, ocean cruises and rental cars.

Apart from direct participation in B2W Viagens e Turismo Ltda., the Company has a 15.73% indirectinterest in this company through 8M Participações Ltda.

(b) Jointly controlled (up to November 2012)

(i) Submarino Finance Promotora de Crédito Ltda.

With the goal of providing greater efficiencies for the economic conglomerate in which the Companyand Cetelem Brasil S/A - Crédito participate, an Extraordinary Shareholders Meeting held November30, 2012 approved the "Protocol and Justification of the Partial Spinoff of Submarino FinancePromotora de Crédito Ltda. followed by its merger with Cetelem Brasil S/A - Crédito, Financiamentoe Investimento," which had been signed on November 27, 2012. After the spin off, the Companybecame entitled of 100% of Submarino Finance Promotora de Crédito Ltda. profits.

The net amount of the assets taken over by Cetelem Brasil S/A - Crédito, based on the Balance Sheetprepared by Submarino Finance Promotora de Crédito Ltda, was R$ 13,858, as shown below.



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Below is the Balance Sheet used to calculate the value of the spin-off:

Before Afterspin-off spin-off

September Spin-off SeptemberAssets 30, 2012 effects 30, 2012

CurrentCash and cash equivalents 70 70Marketable securities 27,368 (12,866 ) 14,502Recoverable taxes 2,686 2,686Others 260 260

30,384 (12,866 ) 17,518

Non-currentDeferred income tax and social contribution 1,983 (992 ) 991Fixed 56 56Intangible 39 39

2,078 (992 ) 1,086

Total assets 32,462 (13,858 ) 18,604

Liabilities

CurrentSuppliers 1,190 1,190Salaries and social charges payable 941 941Taxes payable 2,560 2,560Income tax and social contribution 55 55

4,746 4,746

Shareholders' equityShare capital 24,010 (12,005 ) 12,005Accumulated profits 3,706 (1,853) 1,853

27,716 (13,858 ) 13,858

Total liabilities 32,462 (13,858 ) 18,604



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Income statement for the quarters ended March 31, 2013 and 2012:

Three-month Three-monthperiod ended period ended

March 31, March 31,2013 2012**

Net revenue 3,435 1,316Selling, administrative and general expenses (1,183) (1,318)Net financial result 462 506Other operational expensesIncome tax and social contribution (485) (274)

Net income for the period 2,229 230



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(c) Change in parent company's investments

Submarino Submarino8M Viagens e Finance ST -

Ingresso.com Participações Turismo Promotora de Importações B2W ViajesS.A. Ltda. Ltda. Crédito Ltda. Ltda. Mesaexpress Chile Argentina Total

At January 1, 2012 19,725 4,184 17,597 10,393 7,310 59,209Equity in subsidiaries 70 55 303 115 582 1,125

At March 31, 2012 19,795 4,239 17,900 10,508 7,892 60,334Equity in subsidiaries 501 (43) (233) 5,618 6,456 (3) 100 (382) 12,014Exchange variation oninvestments abroad 27 14 7 48Investment acquisition 1,423 1,423Goodwill on investmentsacquisition 3 3Dividends (1,971) (1,971)

At December 31, 2012 20,323 4,196 17,667 14,155 14,348 114 1,048 71,851Equity in subsidiaries 507 (482) (2,576) 2,229 748 (10) (151) 265Exchange variation oninvestments abroad (68) (6) (100) (174)

At March 31, 2013 20,762 3,714 15,091 16,384 15,096 98 797 71,942



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(d) Information about subsidiaries and jointly controlled companies

March 31, 2013

% Share CapitalShareholders'

equityNet income

(loss)

Direct SubsidiariesIngresso.com 100 6,998 20,762 5078M Participações Ltda. 100 2,661 3,714 (482)B2W Viagens e Turismo Ltda. 84.27 3,922 17,907 (3,058)ST Importações Ltda. 100 4,050 15,096 748B2W Chile 50 3 197 (20)Viajes Argentina 100 1,423 797 (151)B2W México 1 27 36 (4)Mesaexpress 1 84 (225) (6)Submarino Finance Promotora de Crédito Ltda. 95 12,005 16,384 2,229

December 31, 2012


equityNet income

(loss)

Direct subsidiariesIngresso.com 100 6,998 20,323 5708M Participações Ltda. 100 2,661 4,196 12B2W Viagens e Turismo Ltda. 84,27 3,922 20,965 84ST Importações Ltda. 100 4,050 14,348 7,038B2W Chile 50 3 229 200Viajes Argentina 100 1,423 1,048 (382)B2W Mexico 1 27 42 7Mesaexpress (*) 1 84 (220 ) (260)Submarino Finance Promotora de Crédito Ltda. 100 12,005 14,155 2,268

March 31, 2012


equity Net income

Direct SubsidiariesIngresso.com 100 6,998 19,795 708M Participações Ltda. 100 2,661 4,239 55Submarino Viagens e Turismo Ltda. 84.27 3,922 21,241 359ST Importações Ltda. 100 4,050 7,892 582

Jointly held companySubmarino Finance Promotora de Crédito Ltda. 50 24,010 21,016 230

13 Related party transactions

(a) Commercial cooperation agreement and others

During the quarter ended March 31, 2012, the Company sold to its controller LASA the amount ofR$ 2,176 (R$ 3,218 at December 31, 2012) of merchandise.



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In addition, during the quarter ended March 31, 2012, the Company made purchases from itscontroller LASA of R$ 1,249 (R$ 30 at March 31, 2012).

At March 31, 2013 and 2012, there was no amount to receive from these operations.

(b) Controlling shareholder operations

Earnings for the quarters ended March 31, 2013 and 2012 represent recoveries of the followingexpenses: (i) rental of the Headquarters of R$ 759 and R$ 341, respectively; (ii) Management Fees ofR$ 199 and R$ 183 respectively. Furthermore, the Company has R$ 5,998 (R$ 2,595 at December 31,2012) to receive as reimbursement for various expenses.

As described in Note 15 (e), in 2013, the Company reacquired usage rights for means ofcommunications from its Parent Company in the amount of R$ 16,500, registering theaforementioned amount under intangible assets.

(c) Licensing of the use of the Americanas.comBrand and Similar Trademarks

The Company signed a licensing agreement with LASA for the use of the trademark, through which itis granted the exclusive license to use the Americanas.com trademark and similar brands for theactivities specified in its bylaws. As stated in the contract, the brand licensing will be free as long asLASA holds a significant shareholding position in the Company.

(d) Remuneration of management

The transactions, compensation and benefits for the Directors and key executives of the Companyand subsidiaries are described in Notes 22 and 29 as recommended in Technical Bulletin CPC 05(IAS 24).

Through a specialized company, one of the members of the Board of Directors of the Controller,renders services of monitoring of the Company's strategic plan. The amount of this compensationwas R$ 731 in the quarter ended March 31, 2013 (R$ 2,044 in the year ended December 31, 2012).

(e) Kiosk Operations

The Company has a contract with its Parent Company, LASA, to jointly carry out activities toincrease the synergy in their operations with the installation of Americanas.com brand kiosks in thecommercial premises of LASA. Under the agreement, the payments for transactions on theAmericanas.com site by customers can also be made at any of the counters in the LASA stores.

The amounts obtained from these transactions, which are paid at the LASA points of sale, aretransferred monthly to the Company, net of costs incurred by the LASA operation of the kiosks.Thus, the total amount receivable from the operation of all the kiosks installed was R$ 1,814 atMarch 31, 2013 (R$ 33,443 at December 31, 2012), and the amount of LASA operating costsreimbursed by B2W totaled R$ 6,597 and R$ 4,689 in the quarters ended March 31, 2013 and 2012,respectively.



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(f) Private issue of debentures

On December 7, 2010, at a Board of Directors Meeting it was approved the first private issuance ofdebentures, non convertible into shares, of subordinated species, sole series. The issuance was notregistered with the CVM, because the debentures constituted a private placement without any salesefforts aimed at investors, fully subscribed by BWU Comércio Entretenimento S.A., a wholly ownedsubsidiary of the parent company Lojas Americanas S.A. The requirements and the characteristics ofthe issue are reported in Note 18.

(g) Open balances

The balances with related parties, classified as "Related parties", in non-current assets, refer tooperating current accounts and kiosks among the companies of the Group and do not incur interest.

Asset balances

March 31,2013

December 31,2012

Parent companyLojas Americanas S.A. (4,184) 30,848

Direct subsidiariesIngresso.com S.A. 5 45Submarino Viagens e Turismo Ltda. 1,881 2,134B2W Rental 35,988 34,703Finance 369Others 205 205

38,448 37,087

34,264 67,935

The consolidated results are presented, basically, for the transfers made to LASA on account of theoperations noted above.



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14 Property and equipment

Parent company

Land

Facilities,furniture

and fixturesMachines and

equipment

Improvementsto third parties

buildingsComputer

equipmentConstruction

in progress Others Total

At January 1, 2012 5,704 71,504 110,920 4,779 5,339 337 4 198,587Acquisitions 786 12,432 27 308 15 13,568Depreciation (1,490) (1,833) (280) (263) (3,866)

At March 31, 2012 5,704 70,800 121,519 4,526 5,384 352 4 208,289Acquisitions 1,871 40,401 170 4,228 3,621 50,291Write-off (10) (14) (24)Transfers 68 (68)Depreciation (3,053) (4,016) (854) (1,449) (9,372)

At December 31, 2012 5,704 69,618 157,894 3,910 8,149 3,905 4 249,184Acquisitions 1,157 2,908 809 586 1,415 6,875Depreciation (1,560) (2,517) (298) (374) (4,749)

At March 31, 2013 5,704 69,215 158,285 4,421 8,361 5,320 4 251,310

At March 31, 2013Total cost 5,754 94,565 189,178 14,659 37,835 5,392 88 347,471Write-off (50) (688) (425) (11) (107) (1) (1,282)Transfers (1,045) (187) 460 790 (72) 54Acumulated depreciation (23,617) (30,281) (10,687) (30,157) (137) (94,879)

Net book amount 5,704 69,215 158,285 4,421 8,361 5,320 4 251,310

At December 31, 2012Total cost 5,754 93,408 186,270 13,850 37,249 3,977 88 340,596Write-off (50) (688) (425) (11) (107) - (1) (1,282)Transfers - (1,045) (187) 460 790 (72) 54 -Acumulated depreciation - (22,057) (27,764) (10,389) (29,783) - (137) (90,130)

Net book amount 5,704 69,618 157,894 3,910 8,149 3,905 4 249,184

Annual depreciation rate - % 6.81% 5.37% 10% 8.38% 10%



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Consolidated

Land

Facilities,furniture

and fixtures

Machinesand

equipment

Improvementsto third parties

buildingsComputer

equipmentGoods for

leaseConstruction

in progress Others Total

At January 1, 2012 5,704 72,327 111,039 4,846 6,435 12,332 338 4 213,025Acquisitions 1,935 12,432 27 480 15 14,889Depreciation (3,224) (1,839) (284) (373) (5,720)

At March 31, 2012 5,704 71,038 121,632 4,589 6,542 12,332 353 4 222,194Acquisitions 860 41,148 543 4,540 4,489 3,582 55,149Write-off (2) (10) (14) (26)Transfers (2,306) 68 2,306 (68)Depreciation (1,448) (4,082) (904) (1,825) (7,055) (15,314)

At December 31, 2012 5,704 68,142 158,688 4,296 9,243 12,072 3,867 4 262,015Acquisitions 1,162 2,924 776 692 651 1,415 7,620Depreciation (1,593) (2,562) (343) (505) (1,733) (6,736)

At March 31, 2013 5,704 67,711 159,049 4,729 9,430 10,990 5,282 4 262,899

At March 31, 2013Total cost 5,754 95,928 190,177 15,085 41,060 25,540 5,353 99 378,996Write-off (50) (690) (425) (11) (107) (1) (1,284)Transfers (3,352) (189) 461 791 2,306 (71) 54Acumulated depreciation (24,175) (30,514) (10,806) (32,314) (16,856) (148) (114,812)

Net book amount 5,704 67,711 159,049 4,729 9,430 10,990 5,282 4 262,899

At December 31, 2012Total cost 5,754 94,766 187,254 14,309 40,368 24,889 3,938 99 371,377Write-off (50) (690) (425) (11) (107) - - (1) (1,284)Transfers - (3,352) (188) 461 791 2,306 (71) 53 -Acumulated depreciation - (22,582) (27,953) (10,463) (31,809) (15,123) - (148) (108,078)

Net book amount 5,704 68,142 158,688 4,296 9,243 12,072 3,867 4 262,015

Annual depreciation rate - % 6.81% 5.37% 10% 8.38% 33% 10%



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15 Intangible assets

Parent company

Goodwill oninvestment

acquisitions

Right tothe use ofsoftware

Usagerights (*)

Developmentof web sites

and systems

License forthe use of

BLOCKBUSTER®Online brand Others Total

At January 1, 2012 82,575 4,991 676,744 16,639 953 781,902Additions 143 53,429 53,572Amortization (1,517) (14,249) (276) (16,042)

At March 31, 2012 82,575 3,617 715,924 16,363 953 819,432Additions 2,386 176,737 179,123Amortization (4,718) (42,977) (829) (48,524)

At December 31, 2012 82,575 1,285 849,684 15,534 953 950,031Additions 253 16,500 96,616 113,369Amortization (1,097) (330) (13,802) (276) (15,505)

At March 31, 2013 82,575 441 16,170 932,498 15,258 953 1,047,895

At March 31, 2013Total cost 138,048 79,012 16,500 1,106,539 21,060 953 1,362,112Accumulated amortization (55,473) (78,571) (330) (174,041) (5,802) (314,217)

Net book amount 82,575 441 16,170 932,498 15,258 953 1,047,895

At December 31, 2011Total cost 138,048 78,759 1,009,923 21,060 953 1,248,743Accumulated amortization (55,473) (77,474) (160,239) (5,526) - (298,712)

Net book amount 82,575 1,285 849,684 15,534 953 950,031

Amortization's annual rate - % Undefined 12.72 8.00 12.17 5.26 Undefined



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Consolidated

Goodwill oninvestment

acquisitions

Right tothe use ofsoftware

Usagerights (*)

Developmentof web sites

and systems

License forthe use of

BLOCKBUSTER®Online brand Others Total

At January 1, 2012 84,788 28,881 678,131 16,639 1,113 809,552Additions 3,734 53,935 57,669Amortization (3,083) (14,489) (276) (17,848)

At March 31, 2012 84,788 29,532 717,577 16,363 1,113 849,373Investment transfer 310 310Additions 17,026 177,552 194,578Amortization (10,897) (43,721) (829) (55,447)

At December 31, 2012 85,098 35,661 851,408 15,534 1,113 988,814Additions 3,951 16,500 96,760 117,211Amortization (3,571) (330) (14,054) (276) (18,231)

At March 31, 2013 85,098 36,041 16,170 934,114 15,258 1,113 1,087,794

At March 31, 2013Total cost 143,858 131,710 16,500 1,112,346 21,060 1,113 1,426,587Accumulated amortization (58,760) (95,669) (330) (178,232) (5,802) (338,793)

Net book amount 85,098 36,041 16,170 934,114 15,258 1,113 1,087,794

At December 31, 2011Total cost 143,858 127,759 1,015,586 21,060 1,113 1,309,376Accumulated amortization (58,760) (92,098) (164,178) (5,526) - (320,562)

Net book amount 85,098 35,661 851,408 15,534 1,113 988,814

Amortization's annual rate - % Undefined 12.72 12.17 5.26 Undefined



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At March 31, 2013 and December 31, 2012, the goodwill of the acquisitions in investments wererepresented as follows:

Parent company

March 31, 2013December

31, 2012

CostAccumulated

Net Netamortization

Goodwill on investment acquisitionsTV Sky Shop 135,305 (53,866) 81,439 81,439Ingresso.com 2,743 (1,608) 1,136 1,1368M ParticipaçõesMesaexpress

138,048 (55,474) 82,575 82,575

Consolidated

March 31, 2013December

31, 2012

CostAccumulated

Net Netamortization

Goodwill on investment acquisitionsTV Sky Shop 135,305 (53,866) 81,439 81,439Ingresso.com 6,164 (3,613) 2,551 2,5518M Participações 2,079 (1,281) 798 798Mesaexpress 310 310 310

143,858 (58,760) 85,098 85,098

(a) Goodwill on acquisition of investments

The goodwill referring to the investment in TV Sky Shop S.A. was constituted at the time of itsacquisition from Shoptime S.A. (Shoptime) and TV Sky Shop S.A. (TV Sky) by Americanas.com. OnAugust 31, 2005, Americanas.com acquired the equivalent of 98.85% of the capital of Shoptime,which held 56% of the capital of TV Skyshop, and 44% of the capital of TV Sky. During the firstquarter of 2006 Americanas.com acquired the remaining 1.15% of Shoptime, and now holds 100% ofthis company.

On August 1, 2006, Shoptime was incorporated by its holding company TV Sky, and thus thegoodwill registered with Americanas.com with reference to an investment in Shoptime was added tothe goodwill with reference to the investment in TV Sky, for a total of R$ 135,305. With the merger ofAmericanas.com and Submarino S.A on December 13, 2006, B2W was incorporated, with all therights and obligations of Americanas.com and, consequently, the portion of the goodwill related toTV Sky. On March 31, 2007, at the EGM, it was resolved that the Company would be incorporatedinto TV Sky Shop S.A. The aforementioned goodwill was kept in line with CVM Circular Letter001/2007.

The balances of the goodwill related to the acquisitions of other shareholder interests are supportedby Technical Appraisals based on the future profitability of the companies and were amortizedthrough December 31, 2008, using the period of 5 to 10 years, according to the proportion of futureincome expected from these investments. Beginning on January 1, 2009, the amortization of thesebalances for goodwill is subject only to the evaluation of impairment.



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The Company annually evaluates impairment, with the latest assessment conducted upon the closingof the year ended December 31, 2012, this goodwill calculated from investments and mergersstemming from the expectation of future profitability, based on the projections of future earnings fora period of 10 years, using 10% per year for the nominal growth rate (equivalent to the long-terminflation rate, not taking into account any real growth) and a single discount rate of 12% to discountfuture estimated cash flows. For the impairment test of the goodwill of TV Sky, the Company usedB2W as the cash generating unit. The impairment test of goodwill as well as of all intangible assetsand property, did not reveal the need for recognition of any losses.

(b) Web Site Development and Systems/Software Use License

These represent expenses for e-commerce platforms (development of technological infrastructure,content, applications and graphic layout for the sites), the ERP Oracle system and expenses for theimplementation of the development of the Company's own systems, and amortized using thestraight-line method over the period stipulated for the use of the benefits identified.

Following its path of innovation, B2W has proceeded to invest in new features, designed mainly toimprove the purchase experience, increase the conversion rate and strengthen the positioning of itsbrands, as well as implementing new operating functions for the Company. Overall during the firstnine months of the year, 80 projects were implemented, ranging from improvements in thetechnological platform through to new features. Below are highlighted the following recentlyintroduced projects:

Launch of the Americanas.com product recommendation tool - Tool that allows clients to receiveproduct recommendations based on their site navigation and purchase history, increasingassertiveness and customizing the site for them.

Launch of the new Americanas.com questions and answers system - New channel to helpcustomers to solve their questions about site navigation, purchases, deliveries and after-salesservices.

Improvement of product evaluation tool on the sites - B2W DIGITAL's sites are equipped with aproduct evaluation tool for clients that appears in the product windows and in the search results,to better assist customers in their purchasing decisions.

Launch of the new search system in Submarino - Submarino introduced its new search system. Inbooks, movies, music and games categories, clients can search by title, author, publisher, andmany other key words.

Launch of the "Eu vi na TV" (I saw it on TV) application by Shoptime - The iPhone-platform-based application exhibits the latest offers available on TV with an easy shortcut to finalize thepurchase process.

New home page for the Americanas.com iPhone app - Americanas.com introduced a new homepage for its iPhone application. The new site highlights the main services available and is simplerto browse, as well as being lighter and loading faster, and is equipped with a more assertivesearch feature;



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(c) Borrowing costs capitalized

The value of borrowing costs capitalized during the quarter ended March 31, 2013 and 2012 wereR$ 9,997 and R$ 10,598, respectively. The rate used for calculating the costs of borrowing costseligible for capitalization was approximately 125.0% of the CDI at March 31, 2013 (119.0% of CDI atMarch 31, 2012), corresponding to the weighted average rate on borrowings taken by the Company.

(e) Usage rights

The Company reacquired usage rights for means of telecommunications from LASA in the amount ofR$ 16,500 (Internet, telephone sales, among others), deriving from the ending of the partnershipbetween LASA and Itaú Unibanco Holding S.A and registered the amount as an intangible asset.

16 Deferred

Parent company

March 31, 2013December 31,

2012

Cost

Accumulated

Net Netamortization

Pre-operating expenses 84,700 (76,351) 8,349 11,915

The period for amortization of deferred assets is 5 years.

17 Borrowings and financing

(a) Composition


Annual chargesFinal

maturityMarch

31, 2013December

31, 2012March 31,

2013December

31, 2012

In local currency

Working capital108.5% CDI to

135.8% CDI 11.18.2016 604,477 602,245 708,838 704,232

BNDES (i)TJLP + 1.4% p.a. to 4.5%

p.a. 07.17.2017 405,216 435,450 405,216 435,450FIDC Shares (iv) 111.0% to 155.0% CDI 02.24.2016 481,029 453,390

In foreign currency (iii)Working capital (ii) US$ + 3.05% to 7.89% p.a. 12.14.2015 612,646 622,036 677,488 687,834Swap operations (ii) 119.1% to 134.0% CDI 12.14.2015 (135,145) (146,944) (131,666) (145,917)

1,487,194 1,512,787 2,140,905 2,134,989

Non-current portion(1,115,688

) (1,074,486) (1,596,718) (1,540,244)

Current portion 371,506 438,301 544,187 594,745

(i) BNDES financing related to the FINEM program (investments in information technology,implementing a distribution center, acquisition of machinery and equipment and investmentsin social projects), PEC (Working Capital), BNDES Automatic and "Connected Citizens -Computers for Everyone" programs.



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(ii) Foreign currency operations are protected against changes in exchange rates by the use offinancial instruments known as swaps (see Note 4).

(iii) Funding consistent with Resolution 2,770 of the Brazilian Central Bank (BACEN).

(iv) Represents the value of the senior and subordinated mezzanine quotas issued by FIDC (Note 7(a)).

Borrowings and long-term financing by maturity:


March 31,2013

December31, 2012

March 31,2013

December31, 2012

20132014 182,201 257,798 182,201 270,1672015 736,498 734,539 736,498 734,5392016 73,785 70,518 554,815 523,9072017 123,204 11,631 123,204 11,631

1,115,688 1,074,486 1,596,718 1,540,244

(b) Guarantees

Borrowings and financing in the Parent Company and Consolidated are guaranteed by letters ofcredit and promissory notes in the amount of R$ 405,217 and R$ 190,799, respectively.

(c) Available lines of credit

At March 31, 2013, the Company and its subsidiaries maintained lines of credit with a number ofinstitutions in order to use them for times of necessity to ensure the organic growth of the Company.

The Company and its subsidiaries are subject to certain debt restriction clauses (Debt Covenants andCross Default) contained in the loan and finance contracts. These clauses include, among others, themaintenance of certain financial indicators, calculated based on quarterly information published byManagement. On March 31, 2013 and December 31, 2012 all of the indexes had been met.



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18 Debentures

(a) Composition (parent company and consolidated)

Issue date MaturityType of

issueBonds

outstanding

Value atthe issue

date

Annualfinancial

chargesMarch 31,

2013December 31,

2012

2nd Public issue 7.21.2010 7.21.2014 Public 100 R$ 1,000 IPCA+8.4% 115,238 113,0411st Private issue 12.22.2010 12.22.2016 Private 200 R$ 1,000 111.5% CDI 203,903 200,2953rd Public issue 6.13.2012 6.13.2017 Public 30 R$ 10,000 120.0% CDI 320,712 314,603

639,853 627,939

Cost of borrowings* (3,779) (4,076)

636,074 623,863

Non-current (603,786) (601,467)

Current 32,288 22,396



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(b) Movement

2nd Publicissue

1st Privateissue

3rd Publicissue Total

At January 1, 2012 111,191 200,640 311,831Financial charges 3,273 5,500 8,773

At March 31, 2012 114,464 206,140 320,604Issuance 300,000 300,000Interest amortization (9,187) (19,123) (28,310)Financial charges 7,764 13,278 14,603 35,645

At December 31, 2012 113,041 200,295 314,603 627,939Financial charges 2,197 3,608 6,109 11,914

At March 31, 2013 115,238 203,903 320,712 639,853

(c) Information about issues of debentures

In a General Assembly of Debenture Holders of the 2nd Public Issue of Company Debentures heldSeptember 24, 2012, the following points were changed in line "(q) (i)" of Clause 7.1 of the Registry:multiple of "Financial Index" from 2.9 to 3.5; and (ii) the "Consolidated Net Debt" concept. Besidesthese changes, payment was decided to be up to three (3) working days, as of the holding of theaforementioned meeting, in an amount corresponding to 0.05% (five hundredths of a percent) of therestated Face Value of the debentures in circulation.

In a General Assembly of Debenture Holders of the 1st Public Issue of Company Debentures held onSeptember 28, 2012 the following points were changed in line "(k)" of Clause 7.1 of the Registry:multiple of "Financial Index" from 2.9 to 3.5; and (ii) the "Consolidated Net Debt" concept. Besidesthese changes, payment was decided to be up to three (3) working days, as of the holding of theaforementioned meeting, in an amount corresponding to 0.05% (five hundredths of a percent) of therestated Face Value of the debentures in circulation.

Below are descriptions of the debentures that were issued and those still in effect:

Nature 2nd Public issue 1st Private issue 3rd Public issue

Issuance date 7.21.2010 12.22.2010 6.13.2012Maturity date 7.21.2014 12.22.2016 6.13.2017Quantity issued 100 200 30Unit value R$ 1,000 R$ 1,000 R$ 10,000Financial index to calculate

covenants(Net debt/AdjustedEBITDA) ≤ 3.5

(Net debt/AdjustedEBITDA) ≤ 3.5

(Net debt/AdjustedEBITDA) ≤ 3.5

Annual financial burden IPCA + 8.4% 111.5% DI 120% DIConvertibility simple, non convertible

into sharessimple, non convertibleinto shares

simple, non convertibleinto shares

Type and form Nominative and book-entry Nominative and book-entry Nominative and book-entry

Amortization of the unit value 0.05% between 9.24 and9.26.2012 and 99.95% onthe payment date

0.05% between 9.28 and10.2.2012 and 99.95% on thepayment date

amortised annually inthree equal installmentsand consecutive(2015, 2016 and 2017)

Payment of the compensatoryinterest

July 21 of each year(from 2011 to 2014)

December 22 of each year(from 2011 to 2016)

July 13 of each year(from 2013 to 2017)

Guarantees floating, with privilege onCompany's assets

does not have does not have

Repricing does not have permitted, provided thatagreement between issuerand debenture holder

does not have



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19 Taxes and contributions (Current)


March 31,2013

December 31,2012

March 31,2013

December31, 2012

Taxes on goods and services (ICMS) 4,657 4,323 4,791 4,889Service tax (ISS) 40 121 228 375Social integration program (PIS)and

Contribution for the social securityfund (COFINS)

2,514 2,499

Tax on industrialized products (IPI) 467 820Others 190 256

4,697 4,444 8,190 8,839

20 Provisions for contingencies

The Company and its subsidiaries are parties to lawsuits and administrative proceedings beforecourts and government agencies involving issues of tax, labor, civil and other matters. TheManagement has a system for monitoring judicial and administrative proceedings conducted by theCompany's own Legal Department and outside counsel. Judicial deposits are made when legallyrequired, and totaled R$ 26,685 at March 31, 2013 (R$ 25,364 at December 31, 2012), in the ParentCompany, and R$ 26,842 at March 31, 2013 (R$ 25,509 at December 31, 2012), in the consolidatedstatements. Based on information provided by its external legal advisors, analysis of pendinglawsuits, and labor actions (with prior experience as regards claims), management recorded aprovision that it judged sufficient to cover potential losses from the lawsuits in progress. Letters ofguarantee are used to secure some lawsuits.

(a) Constituted Provisions

March 31,2013

December31, 2012

Tax 1,316 1,316Labor 1,596 1,896Civil 19,999 15,729

22,911 18,941

Tax

Related to the administrative process for tax assessment notices issued for recovery of alleged debt ofICMS (State Value-added Tax).

Labor

The Company and its subsidiaries are also parties to lawsuits related to labor claims. None of theserefer to significant amounts, and complaints mainly involve claims for overtime among others.



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Civil

The Company is a party, together with its subsidiaries, to lawsuits resulting from the ordinary courseof its operations and its subsidiaries, primarily related to consumers, which accounted for, at March31, 2013, the amount indicated as a contingent liability related to these issues.

Changes in provisions for contingencies:

Parent company

Tax Labor Civil Total

At January 1, 2012 1,316 1,896 12,129 15,341Additions 900 900Monetary variation 6 6

At March 31, 2012 1,316 1,896 13,035 16,247Additions 2,580 2,580Monetary variation 114 114

At December 31, 2012 1,316 1,896 15,729 18,941AdditionsReversal (300) (300)Monetary variation 4,270 4,270

At March 31, 2013 1,316 1,596 19,999 22,911

(b) Contingent liabilities not provided

At March 31, 2013, the Company had administrative and legal demands of a civil nature in theapproximate amount of R$ 30,374 (R$ 30,374 at December 31, 2012), for the Parent Company andConsolidated statements, classified by their legal counsel as "possible losses" and, for this reason noprovision has been made for them.

Additionally, there are lawsuits related to tax assessment notices classified as "possible losses" thatmainly refer to the recovery of IPRJ and CSLL debts due to alleged improper use of tax loss carryforwards and social contribution, since the limit of 30% for realization of compensation was notobserved, in the amount of approximately R$ 4,636.

21 Shareholders' equity

(a) Share capital

Share capital may be increased by the Board of Directors, without the need for a change in thestatutes, up to a limit of 200,000,000 common shares. There is no preemptive right for thesubscription of shares. At March 31, 2013, the capital was represented by 156,536,355 commonshares, nominal and having no par value (156,536,355 shares at December 31, 2012).



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The composition of the shareholders of the Company's capital at March 31, 2013 and 2012 is asfollows:

Number of shares

March 31,2013

December 31,2012

Lojas Americanas S.A 98,185,206 98,185,206Openheimer Devel Markets Fund 11,430,158 11,430,158Management 276,759 276,759Other shareholders (free floating) 46,644,232 46,644,232

156,536,355 156,536,355

(b) Changes in capital

Number of shares, with no par value.

CommonNominal

At December 31, 2012 and March 31, 2013 156,536,355

(c) Shares held in treasury

On May 8, 2008, pursuant to CVM Instructions 10/80 and 268/97, the Board of Directors of theCompany approved a repurchase program for shares of its own issue, using equity reserves, in orderto retain them in treasury or cancel them, with the ability to further sell or transfer them, during thesubsequent 365 days, up to the limit of 4,971,895 common shares, which corresponds to 10% of theoutstanding shares.

On December 31, 2011, the Company presented an excess number of shares in treasury compared tothe available reserves, and, therefore, pursuant to CVM instructions, at the Board of DirectorsMeeting realized on March 1, 2012, it was approved the cancellation of the 3,279,982 treasuryshares, in the total amount of R$ 218,631, against profit and capital reserves. The cancellation ofthese shares was registered on December 31, 2011, "ad referendum" in the Board of DirectorsMeeting.

Changes in shares held by treasury:

Quantity ofshares

Balance(thousand

reais)

Acquisitionweighted

avarage cost

At January 31, 2012 3,279,982 218,631 66.66

Shares cancelled on March 1, 2012 (3,279,982 ) (218,631 )

Market value at March 31, 2013 per share R$ 14.90

The minimum and maximum share prices were R$ 46.39 and R$ 74.20, respectively.



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(d) Capital reserve

This reserve was created as a result of a 2007 ownership restructuring process, in consideration ofmerged net book assets.

(e) Legal reserve

As required by Article 193 of Brazilian Corporation Law 6.404/76, the legal reserve is constituted bymeans of an appropriation of 5% of each year's net profits.

(f) Expansion reserve

The reserve for future investments is constituted based on the capital budget to be submitted forapproval to the shareholders at the next General Shareholders Meeting to be used for futureinvestment plans of the Company. The remaining profits from the year will be used for purposesapproved by the General Shareholders' Meeting, according to the proposals submitted by the Boardof Directors.

(g) Other comprehensive results

There is no provision for the materialization of the amounts registered in other comprehensiveresults. The amounts will be realized through the sell off of overseas investments.

22 Payment based on shares

The Company approved a Share Option Plan ("B2W Plan") at the GSM held on December 13, 2006,pursuant to § 3 of Art. 168 of Law No. 6.404/76, earmarked for its Managers and employees. TheGSM held on March 31, 2007 approved the merger of the Company with TV Sky Shop S.A., ratifiedmaintaining the Plan approved in December 2006, as mentioned. The options are limited to 3% oftotal capital.

The Plan is administered by the Board of Directors or by a Committee nominated by the Board andhas the following features:

the equivalent of 10% of the option must be exercised by the beneficiary on the date of the award;

the remainder of the option is not subject to a grace period, and may be exercised fully or partiallyat any moment until the program expires;

the issue price or the purchase price shall be the equivalent to the average value of the closingprice of the Company's options over the past 22 trading sessions of the São Paulo Stock Exchange(BOVESPA) prior to the date the option was awarded, with the payment of the issue price or thepurchase price of the residual batch plus monetary correction based on the variation of the IGPMand 6% interest per year as of the date of the award;

the exercise price of the options that have not been exercised will be deducted from the amount ofthe dividends and interest on own equity per share paid by the Company on the date of theaward;

the shares that have been exercised may be freely sold by their beneficiaries when they have beenfully paid up and have observed the conditions defined in the Plan;



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the Company has first rights of refusal for the repurchase option of the shares once anemployment relationship no longer exists with the beneficiary.

At the General Shareholders' Meeting (GSM) held on August 31, 2011, the Company approved thereform of its Share Option Plan, with the main changes described below:

the options may be exercised in the manner that is foreseen in each program, within the deadlineand during the periods that have been established for the Programs and their respectiveContracts;

the issue price, the purchase price will be equivalent to the weighted average of the price of theCompany's shares at the closing of the last 22 trading sessions of the Bolsa de ValoresMercadorias e Futuros (BM&FBOVESPA) prior to the date the option concession was awarded,and can be monetarily restated based on the IPCA (Full National Consumer Price Index)produced by the IBGE, or other index to be indicated by the Board of Directors, plus interestaccording to a rate as determined by the Board of Directors; and

the shares that are exercised may be freely transferred by its beneficiaries when they have beentotally paid up and the minimum non-trading period observed in establishing each Program foreach lot of shares.

Shown below is a statement of the 2009 and 2007 Programs still open as at March 31, 2013 offeredto the Company's principal executives:

Program

2009 2007

Global volume (ON) 1,189,414 1,099,868

Strike price 42.81 74.62

Strike deadline 6 years 6 years

Subscription date 7.30.201012.10.2007 and

9.23.2008

Number of shares offered 1,006,861 906,736

Number of shares not exercised 121,500 207,216

Number of canceled shares 137,500 658,392

Weighted avarage cost of shares not exercised 37.39 65.14



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The fair value of the shares awarded by the B2W Plan was estimated based on the Black & Scholesoptions value model, based on the following assumptions:

Program

2009 2007

Risk free rate 10.64% 9.79%"Plan" duration in years 6 6Expected annualized volatility 40.83% 45.30%Dividend yield 0.23% 1.44%Fair value of the option on the granting date (per share) 28.85 19.43Market value on the granting date (per share) 33.63 58.37Expected dropout rate (*) 50.00% 50.00%

(*) The dropout rate corresponds to the percentage of the share options awarded by the Company, which it expectswill not be exercised, because of the non-compliance on the part of the participants with the conditionsestablished by the B2W Plan. This rate was estimated by the Company using historical bases and the monitoringof the compliance of the performance conditions of the participants of the B2W Plan.

From the date of the approval of the B2W Plan until March 31, 2013 there were exercised:

Period of optionexercise Quantity of shares

Totalamountin reais

Weightedavarage cost

Weighted averagemarket value on the

date of exercise ofthe option

2007 69,952 3,180 45.46 78.102008 141,403 6,799 48.08 56.972010 27,495 925 33.63 28.74

The remuneration costs stemming from the B2W Plan for the period ended March 31, 2013 wereR$ 507 (R$ 430 for the period ended March 31, 2012). The counterpart to the remuneration costs isthe posting to capital reserve - reserve of recognized options awarded under net equity, in view of thefact that the options, once exercised, are settled through the issue of new shares or the use of sharesthat are kept in treasury. The remuneration cost corresponds to the fair value of the B2W Plan,calculated at the date of the award, registered during the period when the services were rendered,which begins at the date of the award and ends at the date on which the beneficiary acquires theright to exercise the option.

The remuneration costs of the B2W Plan to be recognized by the Company for the remaining period(the period of services that will occur) based on the assumptions used totaled approximatelyR$ 1,022 at March 31, 2013 (R$ 3,020 at March 31, 2012).

Based on the capital share base on March 31, 2013, and the maximum participation dilution in thepercentage that could be submitted to the current shareholders of the Company in the event all of theshares awarded were to be exercised is less than 1%.



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23 Revenue of sales and services


March 31,2013

March 31,2012

March 31,2013

March 31,2012

Gross revenue of sales 1,535,811 1,054,016 1,607,489 1,123,571Gross revenue of services 35,887 30,009 68,615 61,170Returns and unconditional discounts (159,517) (63,990) (160,176) (65,574)Sales tax (201,152) (101,594) (217,240) (118,670)

Net revenue 1,211,029 918,441 1,298,688 1,000,497

24 Financial result


March 31,2013

March 31,2012

March 31,2013

March 31,2012

Interest and monetary variationon securities 10,077 11,190 21,267 26,336

Financial discounts obtained 4,938 3,378 5,140 3,399Accounts receivable's fair value

adjustment 16,944 28,968 16,944 28,968Other financial revenues 9 12 10 13

Total financial revenue 31,968 43,548 43,361 58,716

Interest and monetary variation ofborrowings and financing (33,020) (33,431) (50,071) (55,223)

Expense with anticipation of receivables (17,725) (25,877) (17,815) (26,564)Monetary variation of tax liability (153) (4) (157)Bank charges and taxes on financial

transactions (2,471) (2,753) (2,501) (3,176)Suppliers present value adjustment (22,134) (21,685) (22,134) (21,685)Financial discounts (67,810) (39,219) (70,011) (40,694)Interest on suppliers overdue (5,409) (4,024) (5,409) (4,024)Other financial expenses (1,780) (474) (1,801) (474)

Total financial expenses (150,349) (127,616) (169,746) (151,997)

Net financial result (118,381) (84,068) (126,385) (93,281)



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25 Expenses by nature

The Company chose to present its statement of operations for the period ended March 31, 2013 and2012 by function and presents, as follows, the details by nature:


March 31,2013

March 31,2012

March 31,2013

March 31,2012

SalesStaff (54,728) (34,876) (58,966) (39,557)Occupation (9,192) (7,922) (9,206) (7,992)Distribution (84,071) (65,570) (85,086) (66,579)Others (a) (53,143) (31,639) (72,143) (49,802)

(201,134) (140,007) (225,401) (163,930)

General and administrativeStaff (8,067) (6,873) (10,378) (8,175)Depreciation and amortization (23,820) (24,005) (24,967) (23,568)Others (b) (924) (1,270) (4,911) (4,697)

(32,811) (32,148) (40,256) (36,440)

(a) Mainly refers to on and off-line media and outsourced client services.

(b) Mainly refers to attorney's fees, services and court ordered payments.

26 Earnings (losses) per share

Basic earnings (losses) per share is calculated by dividing net income (loss) by the average weightednumber of common shares in circulation during the year. The calculation of basic losses per share isas follows:

(a) Basic earnings (losses) per share


March 31,2013

March 31,2012

March 31,2013

March 31,2012

NumeratorNet income (loss) for the year (63,516) (45,570) (61,126) (42,830)

Denominator (in thousandsof shares)Weighted average of the common

shares in circulation 156,536 156,536 156,536 156,536

Basic earnings (losses) per share (0,4058) (0,2911) (0,3905) (0,2736)

The Company has not issued or granted equity instruments that should be considered for calculationof the diluted earnings per share, according to Technical Pronouncement CPC 41. Additionally,losses per share considering the impact of convertible debentures issued in 2011 exceeded the basiclosses per share and therefore the effect is anti-dilutive.



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27 Insurance coverage

The Company and its affiliates have insurance coverage for merchandise in inventory and fixedassets, as well as against robberies and thefts of cash. At March 31, 2013, such coverage was asfollows:

Property insured Covered risksCoverage amount -

In reais

Inventories and fixed assets Fire and other risks 898,845Loss of profit 263,000Civil liability Up to 20,000Theft 1,050

28 Obligations - Rental contracts

The Company has a Private Instrument for Commercial Real Estate Rental Contracts and OtherAgreements with Hulusa Comercial e Imóveis Ltda (unaffiliated company). Through this instrument,the Company, in the capacity of tenant, and Hulusa, in the capacity of landlord, executed a studyregarding the establishment of a new distribution center (DC) for use by B2W on real estate ownedby Hulusa. This new DC has been used by the Company since August 2008. The Company stillmaintains its Pirambóia and Osasco DCs, whose consolidation into the operations in the Hulusa DCis anticipated.

The rent is updated monthly on the basis of the arithmetical average of the following Brazilianindexes: IGP-M (Market General Price Index) and IPC (Consumer Price Index) (at March 31, 2012,the value of the monthly rent was R$ 2,946). The 10-year (120-month) lease term is counted as ofthe execution date on the above-mentioned lease instrument. To guarantee the new DC, theCompany made payments of R$ 10,000 that will be applied against future rent payments,representing 50% of the monthly rent. Under the above- referenced contract, Lojas Americanas S.A.is the Company's co-signer, guarantor, and principal debt payer.

For the period, ended March 31, 2013, the Company incurred rent expenses for its DCs of R$ 9,192(R$ 7,922 for the period ended March 31, 2012).

The Company analyzed the above-referenced contracts and concluded that they conform to theclassification of operational mercantile leasing. Future commitments arising from the lease contractsof these DCs-in-use, for values as of March 31, 2012 are as follows:

2013 2014 2015 2016 2017 onwards

Rentals 27,577 38,608 40,538 42,565 44,694



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29 Employee and management remuneration

(a) Management remuneration

In accordance with Brazilian Corporation Law and the Company's bylaws, it is the responsibility ofthe shareholders, at a General Shareholders Meeting, to establish the total amount of the annualremuneration of the Management. The Board of Directors is charged with making the disbursementof this allocation amongst the members of Management. At the General Shareholders' Meeting onApril 30, 2011, the monthly global remuneration limit was established for the Company'sManagement (Board of Directors and Executive Board).

For the period ended March 31, 2013 and 2012, the total remuneration (salaries and profit-sharing)for the Company's board members, directors and principal executives was R$ 2,345 and R$ 2,130respectively (R$ 2,470 and R$ 2,413 in the consolidated), with compensation falling within the limitsapproved in the corresponding Shareholders' Meetings.

The Company and its affiliates do not grant post-employment benefits, employment contractrescission benefits, or other long-term benefits for management and its employees (except for theStock Option Purchase Plan described in Note 22).

30 Other information

Cash and cash equivalents are basically comprised of balances in bank accounts.

Obligations with suppliers stem mainly from purchase of merchandise for reselling fromdomestic suppliers, net of present value adjustment in the amount of R$ 776,063 at March 31,2013 (R$ 911,852 at December 31, 2012).

Other net operating expenses mainly are comprised of income related to the solution of deliveryproblems that occurred at the end of 2010.

Considering the Company's core business, cost of goods sold consist primarily of cost of inventoryfor resale.

31 Subsequent events

On April 30, 2013 a proposal to change the Company's name was approved by a GeneralShareholders Meeting from "B2W Companhia Global do Varejo" to B2W - COMPANHIA DIGITAL.

In line with its investing strategy and with the fact that it is a reference in the technology andinternet market, the Company announces the acquisition of Uniconsult Sistemas e Serviços Ltda, areputed company in the development of supply chain systems and solutions for e-commerce, theCompany’s partner since the creation of Americanas.com in 1999.

Also in line with its investing plan and with its objective of offering the best delivery service, theCompany entered into a sale and purchase agreement with the trucking company Click – RodoEntregas Ltda. (transaction pending approval from CADE), which counts with an exclusive e-commerce services operation, that will enable the Company to be closer to its clients and to offer afaster and more efficient service.

The acquisition of Uniconsult and the signature of the sale and purchase agreement with Click Rodotook place in April 2013.

* * *

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