earnings release 2q13 and 1h13...from the merger between americanas.com and submarino, announces...

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EARNINGS RELEASE 2Q13 AND 1H13

B2W DIGITAL ANNOUNCES GROWTH OF 24% IN THE CONSOLIDATED GROSS REVENUE COMBINED WITH A CONSOLIDATED GROSS MARGIN OF 26.2% AND GAIN OF 34 DAYS IN THE CONSOLIDATED NET WORKING CAPITAL IN 2Q13

Rio de Janeiro, August 14th

, 2013 – B2W – Companhia Digital (BOVESPA: BTOW3), the leading e-commerce company in Brazil, formed from the merger between Americanas.com and Submarino, announces today its results for the 2

nd quarter of 2013 (2Q13) and 1

st half of 2013

(1H13). The accounting information that serves as basis for the comments that follow are presented according to the international financial reporting standards (IFRS), to the rules issued by the Brazilian Securities Exchange Commission (CVM), to the Novo Mercado listing rules and in Reais (R$). The following analyses refer to the Consolidated results and the comparisons refer to the 2

nd quarter of 2012 (2Q12) and 1

st

half of 2012 (1H12), except where otherwise indicated.

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

Finance, 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 2Q13 – Comparison to 2Q12

Gross Revenue (R$ MM)

Gross Profit (R$ MM) / Gross Margin (%NR)

Adjusted EBITDA (R$MM)

Net Working Capital (Days)

Gross Revenue In 2Q13, the consolidated gross revenue reached R$ 1,369.8 million, a growth of 24.0%;

Net Revenue In 2Q13, the consolidated net revenue reached R$ 1,210.5 million, a growth of 22.1%;

Gross Profit and Gross Margin In 2Q13, the consolidated gross profit reached R$ 317.0 million, a growth of 28.3% and the consolidated gross margin reached 26.2%, a gain of 1.3 p.p.;

Adjusted EBITDA In 2Q13, the consolidated Adjusted EBITDA was R$ 87.4 million, a growth of 17.0%;

Improvement of 34 days in Consolidated Net Working Capital The consolidated net working capital at June 30, 2013 was 75 days, representing an improvement of 34 days when compared to the 109 days presented at June 30, 2012;

Fitch Ratings upgraded B2W DIGITAL rating to AA- The rating agency Fitch Ratings upgraded the long-term corporate rating of B2W and their respective Debenture emissions from A+ to AA- with a stable perspective;

B2W DIGITAL launches innovatively the Fashion category In July 2013, Submarino launched the Fashion category, offering the best brands in the market and bringing the "Virtual Fitting Room", an unprecedented tool in Brazil;

B2W DIGITAL won the “RA 1000" Seal B2W DIGITAL received the ―RA 1000" Seal of quality in customer service in the Americanas.com and Shoptime brands.

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

1,105

1,370

2Q12 2Q13

247

317

24.9%

26.2%

2Q12 2Q13

7587

2Q12 2Q13

109

75

06/30/2012 06/30/2013

2Q13 2Q12 Var. (%) Financial Highlights (R$ million) 1H13 1H12 Var. (%)

1,210.5 991.8 22.1% Net Revenue 2,509.2 1,992.3 25.9%

317.0 247.0 28.3% Gross Profit 633.4 485.3 30.5%

26.2% 24.9% +1.3 p.p. Gross Margin (%NR) 25.2% 24.4% +0.8 p.p.

87.4 74.7 17.0% Adjusted EBITDA 161.6 134.7 20.0%

7.2% 7.5% -0.3 p.p. Adjusted EBITDA Margin (%NR) 6.4% 6.8% -0.4 p.p.

(49.3) (38.9) 26.7% Net Result (110.5) (81.8) 35.1%-4.1% -3.9% -0.2 p.p. Net Margin (%NR) -4.4% -4.1% -0.3 p.p.

Consolidated Consolidated

+24%

-34 days

+17%

+28%

+1.3 p.p.

Consolidated

Consolidated

Consolidated

Consolidated

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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:

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MESSAGE FROM THE MANAGEMENT

In the 2

nd quarter of 2013, B2W - Companhia Digital posted gross revenues of R$ 1.4 billion, representing a

growth of 24% when compared to the same period of last year, combined with the gross margin rising by 1.3 percentage point (reaching 26.2% of net revenue) and an improvement of 34 days in net working capital. With the significant results achieved in the quarter, the Company completes the fourth consecutive quarter with sales growth above market level, gaining market share and demonstrating consistency in its strategy and results. In April two major acquisitions were made: Click - Rodo Entregas Ltda, a transportation company that operates exclusive services for e-commerce, and Uniconsult Sistemas e Serviços Ltda, a renowned company in development of systems and supply chain solutions for e-commerce. These acquisitions are part of the Investment Plan for the next three years (2013, 2014 and 2015), where, over R$ 1 billion will be invested in logistics, technology and innovation, in order to get closer to the customer and provide the best shopping experience. In line with this strategy, B2W continues increasing its assortment with products desired by consumers. In July, the fashion category was launched in the Submarino website, pioneer online store and reference in technology and innovation. The new category offers customers the best brands in the market and an innovative tool, the "Virtual Fitting Room", a technology for size recommendation from data such as age, height, weight and gender. Throughout the second quarter of 2013, B2W DIGITAL won the Seal "RA 1000" in Americanas.com and Shoptime and earned the classification ―GREAT‖ at Submarino. The brands of B2W are the only ones in electronic commerce to hold such classifications, which represent the highest levels of reputation in the Reclame Aqui website. Such award is a recompense for the effort of the whole company to provide the best customer service. In order to face the uncertainty and volatility of the financial market, the Company always evaluates the best forms and conditions for financing. In this context, on June 11th, the Board of Directors of the Company approved the expansion of its Receivables Investment Fund (FIDC) from R$ 707.6 million, reaching approximately R$ 1.3 billion. The FIDC credit card model, structured by the Company, is a unique tool on the market and represents an important source of funding. Another highlight of the period was the upgrade of the long-term rating of B2W, and its debenture issues, from A+ to AA- by the rating agency Fitch Ratings. We once again would like to thank the dedication of our associates that are part of the most successful digital team 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

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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 digital experience, B2W DIGITAL’s service level indicators continue to progress, reflecting substantial improvements in operating and logistical processes that are the main pillars of a sustainable growth.

Sales growth is a direct consequence of the trust and preference of all customers who have bought from the Latin America’s most beloved brands: Americanas.com, Submarino, Shoptime and SouBarato. Reflecting the processes improvements, we are highlighting the continuing evolution of service level indicators registered on the ―Reclame Aqui‖ website, which publishes reviews from customers about their level of satisfaction with e-commerce companies. B2W DIGITAL brands have the best online retail evaluations, with Americanas.com and Shoptime conquering the "RA 1000" reputation seal and Submarino earning the "GREAT" classification. In the past 6 months, Americanas.com, Submarino and Shoptime continued posting strong growth and registered a rate of 100% of the complaints responded. The "RA 1000" Seal was created with the objective of rewarding companies that have excellent levels of customer service. Companies that are awarded with this Seal demonstrate their commitment in after-sales customer service, increasing consumer confidence in the brand, its services and products.

* Data Base: 07/31/2013 - The response time corresponds to the last 3 months.

Great

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NET REVENUE

In 2Q13, the consolidated net revenue reached R$ 1,210.5 million compared to R$ 991.8 million in 2Q12, representing a growth of 22.1%. In the first half of 2013, the consolidated net revenue reached R$ 2,509.2 million, compared to R$ 1,992.3 in the first half of 2012, representing a growth of 25.9%.

GROSS PROFIT AND GROSS MARGIN In 2Q13, the consolidated gross profit reached R$ 317.0 million, a growth of 28.3% in relation to the R$ 247.0 million registered in 2Q12. In 1H13, the consolidated gross profit reached R$ 633.4 million, a growth of 30.5% in relation to the R$ 485.3 million registered in 1H12. In 2Q13, the consolidated gross margin was 26.2%, when calculated as a percentage of the net revenue, a growth of 1.3 percentage point in relation to the gross margin of 24.9% obtained in 2Q12. In 1H13, the consolidated gross margin was 25.2%, when calculated as a percentage of the net revenue, a growth of 0.8 percentage point in relation to the gross margin of 24.4% obtained in 1H12.

1,992

2,509

1H12 1H13

992

1,211

2Q12 2Q13

485

633

24.4%

25.2%

1H12 1H13

247

317

24.9%

26.2%

2Q12 2Q13

+31%

+22%

+1.3 p.p.

+26%

+28%

+0.8 p.p.

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 2Q13, the consolidated selling, general and administrative expenses totaled R$ 229.6 million, representing 19.0% of net revenue. In 1H13, the consolidated selling, general and administrative expenses totaled R$ 471.8 million, representing 18.8% of net revenue.

ADJUSTED EBITDA In 2Q13, the consolidated Adjusted EBITDA reached R$ 87.4 million, a growth of 17.0% comparing to R$ 74.7 million registered in the same period of the preceding year. In 1H13, the consolidated Adjusted EBITDA reached R$ 161.6 million, a growth of 20.0% comparing to R$ 134.7 million registered in the same period of the preceding year.

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

17.4%

19.0%

2Q12 2Q13

17.6%

18.8%

1H12 1H13

75

87

2Q12 2Q13

135

162

1H12 1H13

+17%

+1.6 p.p.

+1.2 p.p.

+20%

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EBITDA (CVM 527/12) On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, which disposes about the voluntary disclosure of not of accounting information as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and making it comparable among the publicly listed companies. To keep the consistency and the comparability between previous periods, we present the reconciliation of EBITDA in the following table.

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

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

NET FINANCIAL RESULT In 2Q13, the consolidated net financial expenses were R$ 115.3 million, a variation of 19.7% compared to the consolidated net financial expense of R$ 96.3 million presented in 2Q12. In the first half of 2013, consolidated net financial expenses were R$ 241.7 million, a variation of 27.5% compared to the consolidated net financial expense of R$ 189.6 million presented in the first half of 2012. Part of the growth of 19.7% in the consolidated net financial expenses in 2Q13 is related to the increase of the financial discounts granted for the mean of payment chosen. The increase of this line is in line with the market practices observed during the period.

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

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

Consolidated EBITDA Reconciliation - R$ MM 2Q13 2Q12 ∆ % 1H13 1H12 ∆ %

Gross Profit 317.0 247.0 28.3% 633.4 485.3 30.5%

(+) Selling Expenses (211.1) (156.8) 34.6% (436.5) (320.6) 36.2%

(+) General and Administrative Expenses (18.5) (15.5) 19.4% (35.3) (30.0) 17.7%

(=) Adjusted EBITDA 87.4 74.7 17.0% 161.6 134.7 20.0%

(+) Other Operating Income (Expenses)* (21.4) (22.4) -4.5% (37.4) (30.6) 22.2%

(+) Equity Accounting - 3.0 -100.0% - 3.1 -100.0%

(=) EBITDA (CVM 527/12) 66.0 55.3 19.3% 124.2 107.2 15.9%

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

Consolidated Net Financial Result - R$ Million 2Q13 2Q12 Δ% 1H13 1H12 Δ%

Net Financial Result (115.3) (96.3) 19.7% (241.7) (189.6) 27.5%

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NET RESULT

In 2Q13, the consolidated net result was R$ -49.3 million, compared to the R$ -38.9 million obtained in the same period of the previous year. In 1H13, the consolidated net result was R$ -110.5 million, compared to the R$ -81.8 million obtained in 1T12.


INDEBTEDNESS

B2W uses its cash generation prioritizing investments that present better returns to shareholders. Thus, in the first half of 2013, the consolidated investments in plant, property and equipment and intangible (development of websites and systems) totaled R$ 271.5 million. B2W’s cash balance at 06/30/2013 amounted R$ 2,530.1 million, amount higher than the Company's sum of short-term debt and debentures, which totaled R$ 489.4 million. At 06/30/2013, the Company’s net debt was R$ 1,063.5 million, representing 3.0x the accumulated Adjusted EBITDA in the last 12 months. Another important fact is the lengthening of the debt profile of the Company, which generated significant growth of 323 days in average debt maturity, reaching 1,157 days (38 months) on June 30, 2013. In order to face the uncertainties and volatility of the financial market, B2W Digital is guided to preserve cash and lengthen its debt profile. Over the past few months several measures were taken for this purpose which allows us to consolidate the investment plan of the Company in the long term.


Reconciliation of the Consolidated Net Result - R$ Million 2Q13 2Q12 Δ% Δ%

Adjusted EBITDA 87.4 74.7 17.0% 161.6 134.7 20.0%

(+) Depreciation / Amortization (25.2) (19.4) 29.9% (50.1) (43.0) 16.5%

(+) Net Financial Result (115.3) (96.3) 19.7% (241.7) (189.6) 27.5%

(+) Equity Accounting - 3.0 -100.0% - 3.1 -100.0%

(+) Other Operating Income (Expenses)* (21.4) (22.4) -4.5% (37.4) (30.6) 22.2%

(+) Income Tax and Social Contribution 25.2 21.5 17.2% 57.1 43.6 31.0%

(=) Net Result (49.3) (38.9) 26.7% (110.5) (81.8) 35.1%

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

1H13 1H12

Consolidated Indebtedness - R$ MM 06/30/2013 03/31/2013

Short Term Debt 472.5 544.2

Short Term Debentures 16.9 32.3

Short Term Indebtedness 489.4 576.5

Long Term Debt 2,497.7 1,596.7

Long Term Debentures 606.5 603.8

Long Term Indebtedness 3,104.2 2,200.5

Total Debt (1) 3,593.6 2,777.0

Cash and Equivalents 1,864.5 1,037.0

665.6 731.6

Total Cash (2) 2,530.1 1,768.6

Net Cash (Debt) (2) - (1) (1,063.5) (1,008.4)

Net Cash (Debt) / EBITDA LTM 3.0 2.9

Average Maturity of Debt (days) 1,157 834

Credit Card Accounts Receivables Net of Discounts

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

For calculation of the working capital purposes the consolidated gross credit cards receivables, excluding FIDC at 06/30/2013 and 06/30/2012 were R$ 1,515.9 million and R$ 1,484.1 million, respectively. On June 11, 2013 the Board of Directors of the Company approved the expansion of the Receivables Investment Fund (FIDC) from R$ 707.6 million, reaching approximately R$ 1.3 billion. The FIDC credit card model structured by the company is a unique tool on the market and represents an important source of funding. Because of the adoption of the new CPCs/IFRS, in particular the CPC 38 and its corresponding IAS 39, the Company began to write off (derecognize) receivables from credit card administrators at the moment they are effectively discounted (as of the explanatory notes of the financial statements). However, to better demonstrate the volume of receivables discounted on the base-dates analyzed, in the table above the Company presents the accounts receivable adjusted by the discounts made until the base-dates under analysis.

NO FOREIGN CURRENCY EXPOSURE

At 06/30/2013, 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) that replace 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:

Consolidated Accounts Receivable Conciliation - R$ MM 06/30/2013 03/31/2013

Gross Credit-Cards Receivable 1,998.1 1,853.9

Receivable Discounts (1,332.5) (1,122.3)

665.6 731.6

Present Value Adjustment (4.4) (5.0)

Allowance for Doubtful Accounts (35.7) (42.0)

Other Accounts Receivable 144.4 155.7

Net Accounts Receivable - Consolidated 769.9 840.3

Credit Card Accounts Receivables Net of Discounts

Means of Payment 2Q13 2Q12 ∆% 1H13 1H12 ∆%

Credit Card 67% 72% -5 p.p 65% 72% -7 p.p

Other Means of Payment 33% 28% +5 p.p 35% 28% +7 p.p

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NET WORKING CAPITAL The consolidated net working capital at June 30, 2013 was 75 days, representing an improvement of 34 days when compared to the 109 days presented at June 30, 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 working capital variables. Opportunities of improvement in internal processes and relationship with suppliers continue being implemented and we are certain that better levels can be achieved.

INVESTMENT AND INNOVATION

We have adopted an investment plan which the main objective is to enable growth and improvements in the operations. In 1H13, B2W DIGITAL invested a total of R$ 271.5 million, mainly concentrated on logistics, technology and innovation.

Logistics

B2W DIGITAL has been constantly investing to optimize its logistical systems and distribution chain. According to the investment plan and with the goal of getting closer to the customer and offer the best delivery service, B2W DIGITAL acquired Click – Rodo Entregas Ltda., a transportation company that has an operation of exclusive services for e-commerce and will allow the Company to offer an increasingly faster and more effective service to all customers. Aiming to get closer to its customers and to offer the best delivery service, during the month of October of 2012, B2W DIGITAL opened 4 new Distribution Centers, located in the states of SP, RJ, MG and PE. The new distribution centers will guarantee a faster delivery of products purchased from the Company's websites and a better customer service. In addition, the Company established strategic alliances with the leading transportation companies of the country, ensuring the joint commitment to offer the best level of service to the customers. Technology

According to the investment plan and with the strategy of being a reference in the markets of technology and internet, B2W DIGITAL acquired Uniconsult Sistemas e Serviços Ltda, a renowned company in the development of systems and solutions for e-commerce who is our partner since the creation of Americanas.com in 1999. The investments in technological platforms in the areas of operations and logistics, television, customer service and telephone sales seek to improve the quality and efficiency of Company’s operations, with the goal of providing the client with an even better purchasing experience. Throughout last year, many projects were implemented, from improvements in the structure of the technological platform to new features. Following our strategy of offering the best purchase experience, B2W DIGITAL continues to invest in technology and innovation to make the whole purchase process quicker and easier.

109

75

06/30/2012 06/30/2013

-34 days

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Among the projects launched in the first half of 2013 we highlight: Sharing purchases in social networks. Now B2W customers can share their purchases with their friends on

the largest social network of the world; Improvement of the search system of Americanas.com, Submarino and Shoptime. To make the

customer´s search for a product easier, improving their purchase experience, "autocomplete" was launched. Therefore, when entering the name of a product in the ―search box‖ of the site, the customer is presented to the products most relevant to the searched term in addition to the most clicked, best sellers and newest merchandises;

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

Launch of the Americanas.com questions and answers system. Americanas.com created a new channel to help customers to solve their questions about site navigation, purchases, deliveries and after-sales services. The new system answers frequently asked questions from customers, focusing on their difficulties and 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 a product evaluation tool for clients that appear in the product window and in the search results, to better assist customers in their purchasing decisions, offering greater trust and satisfaction.

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 synergy. The Company has a portfolio with the most known and beloved brands in 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 Internet store. The brand offers more than 500,000 items distributed in 32 categories — such as computers, home appliances, electronics, cellphones, furniture, domestic utensils, toys, books and much more. Besides the online channel, the marketing operation is also conducted through telephone sales and more than 700 kiosks located inside Lojas Americanas stores. In 2012, the brand launched a ―Jet Delivery‖ service for more than 10,000 items for same-day-purchase delivery to clients in the city of São Paulo. In 2013, the brand was seven-time champion in the Datafolha Institute’s Top of Mind Award in the e-commerce category, and in 2012 elected the preferred brand of residents of Rio de Janeiro in the Purchase Site category, according to 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 technology and innovation – offers more than 30 product categories through its sales channels: Internet, telephone sales and catalogs, with a strong emphasis on the sale of books, CDs, DVDs, electronics, computers, telephone products, games and online services. Additionally, Submarino has been consolidating itself through other services, such as Submarino Viagens travel site, Submarino on Demand (sale of streaming digital films), B2B (business-to-business) services and the Submarino card, that offers exclusive advantages on the Submarino, Submarino Viagens and Ingresso.com websites.

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Designed to serve consumers in an easier, faster and fully encompassing manner, Submarino has developed cell phone apps for models such as iPhone, Nokia and Android, with features such as: search by QR Code, search by barcode, native browsing (faster), product promotions on the home page and 1-Click purchasing. Submarino sponsors a number of events, and is present at national and international activities such as Campus Party Brasil, the São Paulo Book Biennial and Rock in Rio. In July 2013, Submarino launched the Fashion category offering the best brands in the market and an innovative tool, the "Virtual Fitting Room" a technology for recommendation of sizes from data such as age, height weight and gender. Shoptime

Exclusive products and live demonstration. Shoptime is Brazil’s first home shopping (television sales) and operates through internet, telesales and catalogues. The TV channel reaches more than 28 million Brazilian households, of which more than 12 million with pay-TV subscriptions (channels 19 at Sky and 31 at Net) and more than 16 million connected to satellite television (Vertical 5B), with interactive transmission including more than 11 hours of live programming 7 days a week. Since 1995, the television channel broadcasts 24 hours a day, ensuring speed and improved interaction for clients’ shopping experiences. The catalogue is distributed five times a year throughout Brazil with a printing run of 400,000 copies each issue. Shoptime currently offers 23 product categories. Shoptime’s assortment focus is on items marketed under the Shoptime 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 department also plays an important role in the brand’s product mix. Furthermore, Shoptime operates a travel agency through Shoptime Viagens. SouBarato

The outlet that you have always dreamed just a click away. At the end of 2011, the SouBarato website was launched aimed at factory outlet inventory selling. Since then, the site has been performing excellently, becoming a great way to reach a distinctive audience, thereby contributing to the Company's growth. SouBarato website is an e-commerce store whose great competitive advantage consists of lower-than-market average price promotions offered to customers. The products sold are all new and repackaged, passing strict quality testing and are in flawless condition to be sold. B2W Viagens

B2W Viagens operates through Americanas Viagens, Submarino Viagens, Shoptime Viagens and Submarino Viajes brands, and offers tour packages, plane tickets, online hotel reservations, cruises, travel insurance, car rentals and tourist attractions packages in Brazil and abroad. The Company offers its services through the Internet, telephone sales and television, and has been working to expand product assortment aiming to aggregate the largest and best travel content in Latin America. B2W Viagens’ objective is to build a platform that allows each brand’s clients to quickly and easily plan and purchase their travel packages, so that the Company pursues a leadership position in Latin America’s online travel market on account of the Company’s innovation, excellent customer service, outstanding content and competitive prices. 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 in Argentina through the brand Submarino Viajes.

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Ingresso.com

Ingresso.com provides technology and services of online purchase of tickets online for movies, theater productions, concerts, soccer games and cultural events. With more than 4 million registered clients, Ingresso.com is the biggest online ticket seller in Brazil. The Company also allows clients to make seat assignments online, which enables the client to comfortably choose his or her preferred movie or theater seat. In addition, the Company has invested heavily in commercialization of tickets for concerts. Ingresso.com is the operator ticket sales for Rock in Rio 2013 and has the exclusivity of the sales of the tickets for Paul McCartney’s show in Brazil. Another area in which Ingresso.com operates involves marketing its ticketing software in Brazil. The Company is currently responsible for computerizing various movie theaters, theaters, sports stadiums and concert venues. Furthermore, Ingresso.com is present in Latin America and currently operates in Mexico, Argentina and Chile through movie ticket sales in a partnership with Cinemark. This initiative allows B2W to explore and study new markets with low entry costs. Submarino Finance Submarino Finance offers the Submarino Mastercard Card, which makes a number of special advantages available on Submarino website like installment payments in up to 15 times without interest charges, exclusive discounts, differentiated credit limit and the Léguas Program, which permits accumulation of rewards so that one can exchange for products on Submarino. For B2W, the Submarino Card represents an opportunity to leverage sales, especially high-cost items, to reduce the costs associated with credit-card administrative fees, to promote client’s loyalty and to improve business revenue resulting from consumer financing. During the quarter, we have reached the target of more than 830 thousand cards and participation of 38% of the sales on the Submarino website. BLOCKBUSTER® Online B2W acquired the right to use the BLOCKBUSTER® trademark online in Brazil and started offering in 2008 online DVD and Blu-ray Disk rentals. BLOCKBUSTER® Online is a rental store that allows clients through the internet, to choose the movies they want to watch, create a wish list, and receive or return movie rentals from the comfort of their homes. It offers monthly plans that allow clients to always have movies at home without worrying about return dates and late-return fines. BLOCKBUSTER® Online currently includes the largest online selection of movies in Brazil, with more than 20,000 titles, and it provides services to the states of São Paulo and Rio de Janeiro. It also has the largest Blu-ray Discs collection available for rent in Latin America, with about 2,000 titles. Lastly, it also offers the service of rental of videogame games, making BLOCKBUSTER® the only online rental store offering DVD, Blu-ray and games in Brazil.

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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 in Brazil, listing rules. These include an ownership structure exclusively comprised of common shares and the election of independent members to the Board of Directors. B2W DIGITAL’s Board of Directors is comprised of seven members, four of whom appointed by the controlling shareholders and another three independent members.

The requests to be registered as a publicly-traded Company and the listing of its shares under the Novo Mercado were approved by the Brazilian Securities Exchange Commission (CVM) and the BM&FBOVESPA on July, 25 and 26, 2007, respectively.

B2W’s common shares are listed on the BM&FBOVESPA and have been traded under the ticker symbol BTOW3 (common) since August 8, 2007. Below is a short description of the main events occurred during the year: On January 2, 2013 through a Material Fact, the Company reported it had been informed, through its controller’s management Lojas Americanas S.A., that Brazilian Central Bank had approved the acquisition of the total shares owned by LASA in FAI - Financeira Americanas Itaú S.A. Crédito, Financiamento e Investimento by Itaú Unibanco Holding S.A..

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

On January 11, 2013 through a Relevant 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 products through 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 the following resolutions were approved: 1- To take recognizance of the accounts prepared by the managers and related financial statements for the fiscal

year ended December 31, 2012. 2- Reelection unanimously as effective 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 Felipe Lemann, Miguel Gomes Pereira Sarmiento Gutierrez, Osmair Antônio Luminatti, Luiz Carlos Di Sessa Filippetti, 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, Luciano Mancini and André Pines to the positions of alternate members.

5- Approval unanimously the change of the Company’s corporate name to B2W – Companhia Digital. On June 11, 2013 approval was granted to an amendment in the Contract of Sale and Purchase in connection with the Receivables Investment Fund (FIDC) to increase the acquisition of Credit Rights of the Company and others, originated through credit cards used in operations of products and services sales made by the Company with an increase in equity from R$ 707.6 million to approximately US$ 1.3 billion. The minutes of the shareholders meeting and the reelection aforementioned, as well as other corporate and financial information of B2W DIGITAL are available for consultation on our Investor Relations website (www.b2winc.com).

15 15

EXHIBIT I – INCOME STATEMENT


B2W - Companhia Digital

Income Statements

(in million of Brazilian reais, except result per share) 2Q13 2Q12 Variation 1H13 1H12 Variation

Gross Sales and Services Revenue 1,369.8 1,104.8 24.0% 2,885.8 2,223.9 29.8%

Taxes on sales and services (159.3) (113.0) 41.0% (376.6) (231.6) 62.6%

Net Sales and Services Revenue 1,210.5 991.8 22.1% 2,509.2 1,992.3 25.9%

Cost of goods and services sold (893.5) (744.8) 20.0% (1,875.8) (1,507.0) 24.5%

Gross Profit 317.0 247.0 28.3% 633.4 485.3 30.5%

Gross Margin (% NR) 26.2% 24.9% 1.3 p.p. 25.2% 24.4% 0.8 p.p.

Operating Revenue (Expenses) (254.8) (191.7) 32.9% (521.9) (393.6) 32.6%

Selling expenses (211.1) (156.8) 34.6% (436.5) (320.6) 36.2%

General and administrative expenses (18.5) (15.5) 19.4% (35.3) (30.0) 17.7%

Depreciation and amortization (25.2) (19.4) 29.9% (50.1) (43.0) 16.5%

62.2 55.3 12.5% 111.5 91.7 21.6%

Net Financial Result (115.3) (96.3) 19.7% (241.7) (189.6) 27.5%

Financial Revenues 45.1 54.9 -17.9% 88.5 113.6 -22.1%

Financial Expenses (160.4) (151.2) 6.1% (330.2) (303.2) 8.9%

Equity accounting - 3.0 -100.0% - 3.1 -100.0%

Other operating income (expenses)* (21.4) (22.4) -4.5% (37.4) (30.6) 22.2%

Income tax and social contribution 25.2 21.5 17.2% 57.1 43.6 31.0%

Net Result (49.3) (38.9) 26.7% (110.5) (81.8) 35.1%

Net Margin (% NR) -4.1% -3.9% -0.2 p.p. -4.4% -4.1% -0.3 p.p.

Adjusted EBITDA 87.4 74.7 17.0% 161.6 134.7 20.0%

Adjusted EBITDA Margin (% NR) 7.2% 7.5% -0.3 p.p. 6.4% 6.8% -0.4 p.p.

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

(0.3151) (0.2488) 26.7% (0.7056) (0.5224) 35.1%

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

Consolidated

Period ended on June 30

Consolidated

Period ended on June 30

Operating Result before Net Financial Result and

Equity Accounting

Net Result per Outstanding Share (R$)

16 16

EXHIBIT II – BALANCE SHEET


Balance Sheet

(in million of Brazilian reais) 06/30/2013

ASSETS

CURRENT ASSETS

Cash and banks 136.7 33.6

Marketable securities 1,727.8 1,003.4

Accounts receivable 769.9 840.3

Inventories 811.9 806.1

Recoverable taxes 157.3 148.2

Prepaid expenses and other accounts 71.6 55.8

Total Current Assets 3,675.2 2,887.4

NON CURRENT ASSETS

Deferred income tax and social contribution 314.0 290.4

Recoverable taxes 110.1 91.3

Escrow deposits and other receivables 30.7 27.8

Plant, property and equipment 264.0 262.9

Intangible assets 1,208.2 1,087.8

Total Non-Current Assets 1,927.0 1,760.2

TOTAL ASSETS 5,602.2 4,647.6

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 979.4 834.7

Loans and financing 472.5 544.2

Debentures 16.9 32.3

Salaries and social contribution 38.7 30.7

Taxes payable 10.3 10.0

Other accounts payable 87.2 48.0

Total Current Liabilities 1,605.0 1,499.9

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 2,497.7 1,596.7

Debentures 606.5 603.8

Provision for contingencies and other accounts payable 33.3 39.0

Total Non-Current Liabilities 3,137.5 2,239.5

SHAREHOLDERS' EQUITY

Capital 1,182.5 1,182.5

Capital reserves 3.0 2.2

Accumulated conversion adjustments (0.1) (0.1)

Accumulated income (losses) (325.7) (276.4)

Total Shareholders' Equity 859.7 908.2

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 5,602.2 4,647.6

03/31/2013

Consolidated

17 17

EXHIBIT III – CASH FLOW STATEMENT


Cash Flow Statement

(in million of reais)

Operating Activities 06/30/2013 06/30/2012 Variation

Net Result for the Period (110.5) (81.8) (28.7)

Adjustment to the Net Result:

Depreciation and amortization 50.1 43.0 7.1

Deferred income tax and social contribution (62.1) (45.2) (16.9)

Interest, monetary and currency changes 354.7 23.8 330.9

Equity accounting - (3.1) 3.1

Others (13.4) (10.5) (2.9)

Adjusted Net Result 218.8 (73.8) 292.6

Change in Working Capital:

Accounts receivable (30.3) 59.9 (90.2)

Inventories (95.2) (76.7) (18.5)

Suppliers 15.3 (83.7) 99.0

Change in Working Capital: (110.2) (100.5) (9.7)

Change in Assets:

Prepaid expenses (4.3) 8.7 (13.0)

Escrow deposits (4.3) (13.7) 9.4

Recoverable taxes (24.3) (38.2) 13.9

Other accounts receivable (current and non-current) (6.6) 32.0 (38.6)

Change in Assets: (39.5) (11.2) (28.3)

Change in Liabilities

Salaries and social charges security 10.3 3.4 6.9

Recoverable taxes (current and non-current) 12.3 0.1 12.2

Other liabilities (current and non-current) 59.3 15.3 44.0

Change in Liabilities: 81.9 18.8 63.1

Cash Flow from Operating Activities 151.0 (166.7) 317.7

Investing Activities

Marketable securities (394.0) (382.5) (11.5)

Purchases of property, plant and equipment assets (15.5) (32.0) 16.5

Intangible assets (255.9) (160.2) (95.7)

Cash Flow from Investing Activities (665.4) (574.7) (90.7)

Financing Activities

Additions 595.9 338.1 257.8

Payments (115.7) (187.7) 72.0

Debentures - 300.0 (300.0)

Discount of receivables 134.7 298.2 (163.5)

Cash Flow from Financing Activities 614.9 748.6 (133.7)

Change in cash balance 100.5 7.2 93.3

Beginning Cash Balance 36.3 15.3

Ending Cash Balance 136.8 22.5

Consolidated

18 18

INFORMATION ABOUT THE WEBCAST AND THE CONFERENCE CALL

Conference calls with simultaneous translation into English, followed by a bilingual Q&A session will be held as followed:

Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses and equity accounting) is presented as additional information because we believe it represents an important indicator of our operating performance and in order to maintain comparability with the results previously reported. On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, which disposes about the voluntary disclosure of not of accounting information as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and making it comparable among the publicly listed companies. EBITDA’s (CVM 527/12) calculation takes into account the net income of the period plus income taxes, net financial expenses of financial revenues and depreciation and amortization. We make forward-looking statements that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements include statements regarding our intent, belief or current expectations or that of our directors or executive officers. Forward-looking statements also include information concerning our possible or assumed future results of operations, as well as statements preceded by, followed by, or that include the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future results and shareholder values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond B2W ability to control or predict. BLOCKBUSTER®: BLOCKBUSTER® trademarks are owned by Blockbuster Inc, and B2W – Companhia Global do Varejo has the sublicense to use these trademarks in the activities of video rental on the internet.

earnings release 2q13 and 1h13...from the merger between americanas.com and submarino, announces...

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