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Earnings Release 4Q11 and 2011 1 B2W ANNOUNCES CONSOLIDATED NET REVENUE OF R$ 4.2 BILLION IN 2011, A GROWTH OF 4% IN RELATION TO 2010 Rio de Janeiro, March 1 st , 2012 B2W - Companhia Global do Varejo (BOVESPA: BTOW3), the leading online retail company in Brazil, formed from the merger between Americanas.com and Submarino, announces today its consolidated results for the 4 th quarter of 2011 (4Q11) and for 2011. The accounting information that serves as the basis for the comments that follow are presented according to the international financial reporting standards (IFRS), to the rules issued by the Brazilian Securities Exchange Commission (CVM), and to the Novo Mercado listing rules, and in Reais (R$). The comparisons refer to the 4 th quarter of 2010 (4Q10) and to 2010. B2W’s portfolio is composed by the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, Submarino Finance, BLOCKBUSTER® Online, MesaExpress.com.br and SouBarato.com.br, offering over 35 categories of products and services through the Internet, telesales, catalogs, TV and kiosks. B2W FINANCIAL AND OPERATIONAL HIGHLIGHTS Executive Summary 2011 Comparison to 2010 2011 2010 Var. (%) Financial Highlights (R$ million) 2011 2010 Var. (%) 3,848.4 3,803.9 1.2% Net Revenue 4,232.1 4,073.6 3.9% 871.2 992.2 -12.2% Gross Profit 1,059.7 1,136.0 -6.7% 22.6% 26.1% -3.5 p.p. Gross Margin (%NR) 25.0% 27.9% -2.9 p.p. 321.8 479.9 -32.9% EBITDA 415.4 547.0 -24.1% 8.4% 12.6% -4.2 p.p. EBITDA Margin (%NR) 9.8% 13.4% -3.6 p.p. (100.0) 22.7 -540.5% Net Result (89.2) 33.6 -365.5% -2.6% 0.6% -3.2 p.p. Net Margin (%NR) -2.1% 0.8% -2.9 p.p. Parent Company Consolidated Consolidated Net Revenue (R$ million) 4,074 4,232 2010 2011 Share of Submarino Card (%) 29% 37% 2010 2011 Net Revenue In 2011, the consolidated net revenue reached R$ 4,232.1 million, a growth of 3.9% in relation to 2010. The net revenue in the parent company in 2011 was R$ 3,848.4 million, growing 1.2% in relation to 2010; EBITDA Consolidated EBITDA totaled R$ 415.4 million, which represents 9.8% of the net revenue in 2011. In the parent company, the EBITDA was R$ 321.8 million, representing 8.4% of the net revenue in 2011; New Distribution Centers The Company inaugurated in November/11 a new Distribution Center in Recife, Pernambuco and signed the contract to install another one in Uberlândia, Minas Gerais; Start of B2W Viagens operation in Argentina B2W Viagens started at the end of 2011 the operation in Argentina through the brand Submarino Viajes; Launch of the section Atraçõesin B2W Viagens’ websites B2W Viagens launched in its websites the section Atrações, where it is offered tickets for parks, tourist attractions, tours and others; Submarino Card share reached 37% of the website’s sale The share of the Submarino Card reached 37% of Submarino’s website sales in 4Q11. +8 p.p. +4%

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Page 1: Earnings Release 4Q11 and 2011 - B2W...Earnings Release 4Q11 and 2011 1 B2W ANNOUNCES CONSOLIDATED NET REVENUE OF R$ 4.2 BILLION IN 2011, A GROWTH OF 4% IN RELATION TO 2010 Rio de

Earnings Release 4Q11 and 2011

1

B2W ANNOUNCES CONSOLIDATED NET REVENUE OF R$ 4.2 BILLION IN 2011, A GROWTH OF 4% IN RELATION TO 2010

Rio de Janeiro, March 1st, 2012 – B2W - Companhia Global do Varejo (BOVESPA: BTOW3), the leading online retail company in Brazil,

formed from the merger between Americanas.com and Submarino, announces today its consolidated results for the 4th quarter of 2011

(4Q11) and for 2011. The accounting information that serves as the basis for the comments that follow are presented according to the international financial reporting standards (IFRS), to the rules issued by the Brazilian Securities Exchange Commission (CVM), and to the Novo Mercado listing rules, and in Reais (R$). The comparisons refer to the 4

th quarter of 2010 (4Q10) and to 2010.

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

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

Internet, telesales, catalogs, TV and kiosks.

B2W FINANCIAL AND OPERATIONAL HIGHLIGHTS

Executive Summary 2011 – Comparison to 2010

2011 2010 Var. (%) Financial Highlights (R$ million) 2011 2010 Var. (%)

3,848.4 3,803.9 1.2% Net Revenue 4,232.1 4,073.6 3.9%

871.2 992.2 -12.2% Gross Profit 1,059.7 1,136.0 -6.7%

22.6% 26.1% -3.5 p.p. Gross Margin (%NR) 25.0% 27.9% -2.9 p.p.

321.8 479.9 -32.9% EBITDA 415.4 547.0 -24.1%

8.4% 12.6% -4.2 p.p. EBITDA Margin (%NR) 9.8% 13.4% -3.6 p.p.

(100.0) 22.7 -540.5% Net Result (89.2) 33.6 -365.5%

-2.6% 0.6% -3.2 p.p. Net Margin (%NR) -2.1% 0.8% -2.9 p.p.

Parent Company Consolidated

Consolidated Net Revenue (R$ million)

4,074

4,232

2010 2011

Share of Submarino Card (%)

29%

37%

2010 2011

Net Revenue

In 2011, the consolidated net revenue reached R$ 4,232.1 million, a growth of 3.9% in relation to 2010. The net revenue in the parent company in 2011 was R$ 3,848.4 million, growing 1.2% in relation to 2010;

EBITDA Consolidated EBITDA totaled R$ 415.4 million, which represents 9.8% of the net revenue in 2011. In the parent company, the EBITDA was R$ 321.8 million, representing 8.4% of the net revenue in 2011;

New Distribution Centers The Company inaugurated in November/11 a new Distribution Center in Recife, Pernambuco and signed the contract to install another one in Uberlândia, Minas Gerais;

Start of B2W Viagens operation in Argentina B2W Viagens started at the end of 2011 the operation in Argentina through the brand Submarino Viajes;

Launch of the section “Atrações” in B2W Viagens’ websites B2W Viagens launched in its websites the section “Atrações”, where it is offered tickets for parks, tourist attractions, tours and others;

Submarino Card share reached 37% of the website’s sale The share of the Submarino Card reached 37% of Submarino’s website sales in 4Q11.

53%

+8 p.p.

+4%

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Earnings Release 4Q11 and 2011

2

COMPANY STRUCTURE

B2W – Companhia Global do Varejo, formed from the merger between Americanas.com and Submarino in 2006,

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

Submarino Finance, BLOCKBUSTER® Online, MesaExpress.com.br and SouBarato.com.br, that offer more

than 35 categories of products and services through the internet, telesales, catalogs, TV and kiosks distribution

channels.

The following chart presents an integrated vision of B2W:

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Earnings Release 4Q11 and 2011

3

MESSAGE FROM MANAGEMENT

The last five years for B2W have been a period of strong growth, intense transformation, intense learning and of major changes to the Brazilian retail market. During this period, through its three e-commerce websites - Americanas.com, Submarino and Shoptime – and its subsidiaries, B2W - Companhia Global do Varejo more than doubled the size of its unique multi-channel, multi-brand and multi-business model, facing the challenges of a market that each day gets larger, more diversified, more competitive and more complex. We must recognize that many of these challenges were successfully met while others took longer for the desired effects to take place. In the last quarter of 2010, we had logistical and service instabilities, which kept us from reaching our major goal in 2011: to offer our clients the best selection of products, competitive prices, and the best quality of customer service and assistance. In 2011, the Company reported from the consolidated operating point of view gross revenue of R$ 4.7 billion and an EBITDA of R$ 415.4 million, reaching an EBITDA margin of 9.8% on net revenue.

During the course of the year, our growth was limited by conservative measures for deliveries designed to

improve our customer service. At the same time, a more aggressive price and shipping policy hurt our

profitability. From this point of view, 2011 was a period of transition during which many problems were

addressed and corrected, but results were far from what we had expected.

On the other hand, the R$ 1 billion capital increase carried out during the first half of 2011 made it possible to intensify investments in our logistical system, in the chain of distribution, in the technological platform and in new features, seeking to offer our clients a better level of service and a distinctive purchase experience. We invested in automation, we opened new distribution centers and we entered into strategic alliances with the main freight transportation companies throughout the country, enabling us to deliver millions of products, often in advance of the stipulated deadline. This set of initiatives already has generated important effects and we have registered significant improvements in our operating indicators. This trend was confirmed by the sharp decline in the number of complaints received by the consumer defense agencies. We have emerged from this period having learned a lot and also with the certainty that having the client as the center of our concerns is of fundamental importance for the success of our businesses. We are working hard and very enthusiastically at transforming our processes, investing in the infrastructure that is necessary for B2W to boost its competitive advantages and capture the innumerous growth opportunities that will emerge in the e-commerce industry in the forthcoming years. We are prepared for the year of 2012, one that will be full of opportunities during which we intend to achieve new and higher levels of efficiency, always seeking new opportunities in all of our operations to better serve our customers. We would like to thank the dedication of our Associates and the support and trust of our customers, suppliers and shareholders.

THE MANAGEMENT

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Earnings Release 4Q11 and 2011

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OPERATIONAL PERFORMANCE COMMENTS

NET REVENUE In 2011, the consolidated net revenue reached R$ 4,232.1 million, a growth of 3.9% over the R$ 4,073.6 million obtained in 2010. The net revenue in the parent company reached R$ 3,848.4 million in 2011, compared to R$ 3,803.9 million in 2010, representing a growth of 1.2%.

4,074

4,232

2010 2011

3,804

3,848

2010 2011

GROSS PROFIT In 2011, the consolidated gross profit reached R$ 1,059.7 million, a reduction of 6.7% in relation to the R$ 1,136.0 million registered in 2010. In the parent company, the gross profit of 2011 was R$ 871.2 million.

1,136 1,060

2010 2011

992 871

2010 2011

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 2011, the consolidated selling, general and administrative expenses totaled R$ 644.3 million, representing 15.2% of net revenue. The selling, general and administrative expenses in the parent company totaled R$ 549.4 million in 2011.

14.5% 15.2%

2010 2011

13.5% 14.3%

2010 2011

+4%

-12%

+1 %

-7%

Parent Company Consolidated

Parent Company Consolidated

+0.7 p.p.

+0.8 p.p.

Parent Company Consolidated

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Earnings Release 4Q11 and 2011

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EBITDA In 2011, the consolidated EBITDA reached R$ 415.4 million, comparing to R$ 547.0 million registered in the preceding year. In 2011, the EBITDA in the parent company reached R$ 321.8 million.

547

415

2010 2011

480

322

2010 2011

NET FINANCIAL RESULT In 2011, the net financial expenses were negative in R$ 372.0 million, a variation of +3.1% comparing to the negative financial expense of R$ 360.9 million presented in 2010.

Consolidated Net Financial Result - R$ Million 2011 2010 Δ%

Net Financial Result (372.0) (360.9) 3.1%

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

NET RESULT AND NET RESULT PER SHARE In 2011, the net result reached R$ -89.2 million, compared to the R$ 33.6 million obtained in the preceding year. The result per share reached R$ -0.6575 in 2011, in relation to the R$ 0.3047 obtained in 2010.

Reconciliation of the Net Result - R$ Million 2011 2010 Δ%

EBITDA 415.4 547.0 -24.1%

(+) Depreciation / Amortization (72.6) (55.8) 30.1%

(+) Net Financial Result (372.0) (360.9) 3.1%

(+) Other Operating Income (Expenses)* (106.1) (80.5) 31.8%

(+) Income Tax and Social Contribution 46.1 (16.2) -384.6%

(=) Net Result (89.2) 33.6 -365.5%

Result per Share (R$0.6575) R$0.3047 -315.8%

Weighted average of outstanding shares (thousand) 135,627 110,234

* Previously recorded as "non operating income".

Parent Company Consolidated

-24%

-33%

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Earnings Release 4Q11 and 2011

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PARENT COMPANY INDEBTEDNESS B2W’s cash balance on 12/31/2011, which amounted R$ 903.7 million, continues to be higher than the Company's short-term gross debt, which totaled R$ 451.0 million. On 12/31/2011, the Company’s net debt was R$ 74.2 million, or 0.2x accumulated EBITDA in the last 12 months, comparing to a net debt of R$ 532.6 million, or 1.1x EBITDA in the last 12 months observed on 12/31/2010.

R$ million

Indebtedness 12/31/2011 12/31/2010

Short Term Debt 451.0 391.2

Long Term Debt 1,087.8 1,532.3

Total Debt (1) 1,538.8 1,923.5

Cash and Equivalents 903.7 784.3

560.9 606.6

Total Cash (2) 1,464.6 1,390.9

Net Cash (Debt) (2) - (1) (74.2) (532.6)

Net Cash (Debt) / EBITDA LTM 0.2 1.1

Average Maturity of Debt 869 1,017

Parent Company

Credit Card Accounts Receivables Net of Discounts

Accounts receivable consist of credit card receivables, net of the discounted value, which have immediate liquidity and can be considered as cash. The breakdown of B2W’s accounts receivable, from the parent company point of view, is demonstrated in the table below:

Accounts Receivable Conciliation 12/31/2011 12/31/2010

Gross Credit-Cards Receivable 1,462.1 1,565.7

Receivable Discounts (901.2) (959.1)

560.9 606.6

Present Value Adjustment (16.2) (16.2)

Allowance for Doubtful Accounts (30.4) (30.2)

Other Accounts Receivable 72.3 89.9

Net Accounts Receivable - Parent Company 586.6 650.2

Credit Card Accounts Receivables Net of

Discounts

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

NO FOREIGN CURRENCY EXPOSURE On 12/31/2011, B2W’s balance sheet recorded foreign currency denominated debt. Such debt, however, is FULLY PROTECTED against any foreign exchange fluctuations through derivative (swap) operations that replace the foreign exchange risk for the variation in the basic brazilian interest rate (CDI).

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Earnings Release 4Q11 and 2011

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PARENT COMPANY SALES BY MEANS OF PAYMENT

Sales by means of payment in 2011 and in 2010 can be seen in the following table:

Means of Payment 2011 2010 ∆%

Cash 29% 22% +7 p.p

Credit Card 71% 78% -7 p.p

NET WORKING CAPITAL The cash conversion cycle of the parent company on December 31, 2011 was 98 days, representing an improve of 5 days when compared to the 103 days presented on December 31, 2010.

103

98

12/31/2010 12/31/2011 (Net Working Capital = Days of Inventory + Days of Accounts Receivable – Days of Suppliers)

B2W, confirming its commitment to maximizing 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.

EQUITY ACCOUNTING The equity accounting includes, basically, the subsidiaries Ingresso.com, B2W Viagens, Submarino Finance and BLOCKBUSTER® Online. In 2011, the equity accounting registered a net gain of R$ 18.4 million, a growth of 68.8% in relation to the R$ 10.9 million recorded in 2010. The results of subsidiaries are evolving gradually, which makes us optimistic about their growth prospects.

- 5 days

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Earnings Release 4Q11 and 2011

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INVESTMENT AND INNOVATION

We have adopted an investment plan that the main objective is to enable growth and improvements in our operations. In 2011, B2W invested a total of R$ 351.6 million, mainly concentrated on operations/logistics and technology fronts. Logistics B2W has been constantly investing to optimize its logistical systems and distribution chain. During the year, new equipment was installed and a number of construction projects at the Company’s Distribution Centers were concluded, expanding the level of automation and thereby reducing the time needed to deliver merchandise and also reducing human error. Likewise, systems were installed to better satisfy new tax and legal requirements. Another important investment front has been the development of a new customer service system, which will allow B2W to operate more efficiently and assertively. In addition, we have established strategic alliances with the leading transporters of the country, ensuring the joint commitment to offer the best level of service to our customers. In November 2011, we have begun to operate a new distribution center located in Recife, Pernambuco state. On February 10, 2012 we signed the contract to install another in Uberlândia, Minas Gerais, during a ceremony in the presence of Misters the Governor Antonio Anastasia and the Mayor Odelmo Leão. The new Distribution Center will ensure greater agility in delivery of products purchased on the sites of the Company and a better customer service for Minas Gerais state, and for Midwest and North regions. This initiative is in line with the Company's strategy to always seek the best service to our customers in all regions of the country. Technology Technology investments were aimed at unifying back office systems, sales layers and accessory systems, such as payment and management-information systems. This has enabled the company to benefit from productivity gains and to prepare for supporting the future growth of its operations. Other important advances were the increased browsing speed of our Internet sites, the greater agility in commercial actions and the notable advances in information-management systems. The investments in technological platforms of the operational/logistics, television, customer service and telephone sales areas seek to improve the quality and efficiency of our operations, with the goal of giving our client an even better purchasing experience. Following its path of innovation, B2W has proceeded to invest in new features, designed mainly to improve the purchase experience, increase the conversion rate and strengthen the positioning of its brands. Overall during the year, 80 projects were implemented, ranging from improvements in the technological platform through to new features. We highlight the following recently introduced projects: Launch of the “SouBarato.com.br” website. B2W launched the “SouBarato.com.br” website, creating an

important channel for the sale of inventory outlet merchandise; Launch of the “Entrega Atômica” service. Submarino launched the “Entrega Atômica” service, which

allows the same-day delivery to clients in the city of São Paulo, offering a differentiated service to consumers; Restructuring of the search engine on the 3 websites. B2W restructured the search engine of the

Americanas.com, Submarino and Shoptime websites, making the service more assertive and focusing on the relevance and popularity of each item;

Launch of the QR Code platform in Submarino. Submarino launched an innovative way for clients to

access exclusive offers: the QR Code. This makes use of the reading of a special bar code through mobile phone cameras, allowing clients to access promotions on the Submarino website;

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Implementation of the “1 Click Buy” tool in Shoptime. After implementing the fast purchase feature on the Internet within Americanas.com, Submarino and Ingresso.com, now it is the turn of Shoptime to offer the same convenience and speed of the “1 Click Buy” experience in its website;

Launch of “Submarino on Demand” (VOD). Submarino launched the “Submarino on Demand” service in a

beta version. The feature allows the clients to watch movies and TV series uninterrupted over the Internet through streaming technology;

Launch of the Submarino store on Facebook. Aware of the changes in the digital landscape Submarino

expanded its presence in social networking through a new concept: implementation of a virtual store inside of one of the biggest relationship websites of the world;

Launch of Shoptime self-service. Shoptime launched a self-service feature through the website, offering

clients the option of, in the website, cancelling purchases, access shopping vouchers, exchange merchandise and much more in the fastest, simplest and most convenient way that only B2W offers;

Android application in Ingresso.com. Ingresso.com created an application that has made buying movie

theater tickets even easier. With this application, a client can more conveniently check the schedules of the biggest movie theater chains, buy tickets and reserve seats directly from a smartphone or tablet computer running the Android operating system;

Start of B2W Viagens mobile operation. B2W Viagens started to sell airline tickets and packages through

the mobile platform for the three brands: Americanas.com Viagens, Submarino Viagens and Shoptime Viagens;

Acquisition of the "Mesa Express" restaurant reservation site. B2W concluded the acquisition of the

"MesaExpress.com.br" website, a restaurant reservation management system that lets clients guarantee dining places via the Internet;

“Caixa Expresso” in Ingresso.com. The fastest way to buy on the Internet, now also available for ticket

purchases. Ingresso.com launched the “Caixa Expresso” tool, making tickets for cinemas, theaters and major events just 1–Click away;

New B2W Viagens’ Technological Platform. Launch of the new technological platform of B2W Viagens that

allows an improvement of the intelligence in the payment conditions; Product Recommendations by Submarino. Based on the client’s historical site use and purchase history,

Submarino recommends products of the client’s interest each time the Submarino virtual store is accessed. With this tool it is possible to focus on the consumer experience, offering products according to each client’s needs and desires;

Cross Sell Submarino. With this tool, upon accessing the shopping cart the client receives recommendations

of products related to the selected item. This way, besides offering personalized customer service, the tool stimulates impulse purchases.

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Earnings Release 4Q11 and 2011

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KEY METRICS AND HIGHLIGHTS OF THE SUBSIDIARIES

Ingresso.com. Following its expansion plan, B2W continues increasing its presence in other countries, being

already present in 284 movie theaters in Mexico, 115 in Chile and 83 in Argentina, through a partnership with Cinemark. The Company continues searching for new countries to replicate its business model.

In Brazil, Ingresso.com maintains a strong level of growth, boosted by the sale of tickets to blockbuster films, to theaters with reserved seating and by the growing market of 3D films, besides increasing presence at big events, like the ticket’s sales to Paul McCartney’s shows and to Rock in Rio in Brazil. Ingresso.com is investing in improvements to increase the clients’ comfort and convenience, as the launch of the iPhone applications, the mobile devices with Android operational system and the adoption of the “Caixa Expresso” tool that makes the purchasing process even faster.

B2W Viagens. The travel operations continue presenting high growth rates, influenced by investments in

technology, such as the launch of the mobile platform for tickets and packages’ sales. Moreover, we continue investing in innovation and service quality, always offering the best services through our three brands: Submarino Viagens, Americanas Viagens and Shoptime Viagens. Following its path of innovation B2W Viagens started offering at the end of the year, released on their websites the “Atrações” section, where are offered tickets to parks, landmarks, tours and others. In December, 2011 has officially launched the travel operation in Argentina through the brand Submarino Viajes (www.SubmarinoViajes.com.ar).

Submarino Finance. Purchases made with the Submarino Card have been gradually rising, reaching 37%

of the Submarino’s website total sales during 2011. Currently, Submarino Finance has a base of more than 700,000 cards issued.

BLOCKBUSTER® Online. With the largest volume of DVD and Blu-ray Disc titles in Brazil, BLOCKBUSTER® Online continues to expand its operations, including the startup of services in the Federal District. It also has been consolidating its presence in the states of São Paulo, Rio de Janeiro, Minas Gerais, Paraná, Santa Catarina and Rio Grande do Sul. At the end of the year, Blockbuster started offering another pioneering service to its clients, being the first online rental to rent games.

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CORPORATE GOVERNANCE AND CAPITAL MARKETS

B2W is subject to the BM&FBOVESPA’s Novo Mercado, the highest Corporate Governance level in Brazil, listing rules. These include an ownership structure exclusively comprised of common shares and the election of independent members to the Board of Directors. B2W’s Board of Directors is comprised of seven members, four of whom are appointed by the controlling shareholders and another three independent members.

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

B2W’s common shares are listed on the BM&FBOVESPA and have been traded under the ticker symbol BTOW3 (common) since August 8, 2007. Below is a short description of the main events occurred during the year: On January 27, 2011 a meeting of the Board of Directors was held to approve the conditions for setting up a Fundo de Investimento em Direitos Creditórios (“FIDC” or credit rights investment fund) designed to acquire credit rights belonging to the Company and others, pursuant to the Regulations, originated through credit cards used in product purchase and sales operations carried out by the Company. On April 30, 2011 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, 2010. 2- Allocation of the net income reported for the fiscal year ended December 31, 2010. 3- Proposal for the adoption of the Capital Budget for the fiscal year of 2011. 4- Installation of the Fiscal Council and the election of Messrs. Carlos Alberto de Souza, Pedro Carvalho de Mello and Peter Edward Cortes Marsden Wilson as full members and Messrs. Ricardo Scalzo, Márcio Luciano Mancini and Marcos Duarte Santos as alternate members. On June 14, 2011 a meeting of the Board of Directors was held to ratify the increase in the Company’s capital stock in view of the of the fully subscribed and purchased issue of 46,253,470 of the Company’s common shares. Thus, the value of the Company’s capital stock rose by R$ 1,000,000,021.40, going to R$ 1,182,490,663.74, represented by 159,816,337 shares. On August 31, 2011, a Company’s Extraordinary Shareholders Meeting was held, at which were conducted Messrs. Miguel Gomes Pereira Sarmiento Gutierrez, Celso Alves Ferreira Louro, Jorge Felipe Lemann and Osmair Antônio Luminatti to the Board Member’s position and Messrs. Paulo Antunes Veras, Luiz Carlos Di Sessa Filippetti and Mauro Muratório Not to Independent Board Member’s position. On September 20, 2011, a General Meeting of Debenture Holders of the Company was held to discuss the change to the Company’s Private Deed Instrument for the First Issue of Simple Debentures, Not Convertible into Company Stock, Floating Guarantee Type, Single Series Issue for Public Distribution, to authorize an Optional Scheduled Amortization Program. On October 03, 2011 the Company’s Board of Directors approved the celebration of the Contrato de Financiamento a Empreedimentos – FINEM, with the Banco Nacional de Desenvolvimento Econômico e Social – BNDES, in the total amount of R$ 439.0 million. Minutes of the last meetings and other financial or corporate information about B2W are available on our website (www.b2winc.com).

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EXHIBIT I – CONSOLIDATED INCOME STATEMENT

B2W - Companhia Global do Varejo

Income Statements

(in million of Brazilian reais, except result per share) 4Q11 4Q10 Delta 2011 2010 Delta

Gross Sales and Services Revenue 1,319.9 1,283.1 2.9% 4,702.5 4,527.4 3.9%

Taxes, returns and discounts on sales and services (143.3) (131.2) 9.2% (470.4) (453.8) 3.7%

Net Sales and Services Revenue 1,176.6 1,151.9 2.1% 4,232.1 4,073.6 3.9%

Cost of goods and services sold (903.0) (821.2) 10.0% (3,172.4) (2,937.6) 8.0%

Gross Profit 273.6 330.7 -17.3% 1,059.7 1,136.0 -6.7%

Gross Margin (% NR) 23.3% 28.7% -5.4 p.p. 25.0% 27.9% -2.9 p.p.

Operating Revenue (Expenses) (187.9) (153.6) 22.3% (716.9) (644.8) 11.2%

Selling expenses (146.5) (118.4) 23.7% (565.7) (512.4) 10.4%

General and administrative expenses (25.4) (18.6) 36.6% (78.6) (76.6) 2.6%

Depreciation and amortization (16.0) (16.6) -3.6% (72.6) (55.8) 30.1%

85.7 177.1 -51.6% 342.8 491.2 -30.2%

Net Financial Result (107.6) (142.9) -24.7% (372.0) (360.9) 3.1%

Financial Revenues 48.1 11.6 219.1 128.8

Financial Expenses (155.7) (154.5) (591.1) (489.7)

Other operating income (expenses) (20.5) (56.4) -63.7% (106.1) (80.5) 31.8%

Income tax and social contribution 13.6 8.0 70.0% 46.1 (16.2) -384.6%

Net Result (28.8) (14.2) 102.8% (89.2) 33.6 -365.5%

Net Margin (% NR) -2.4% -1.2% -1.2 p.p. -2.1% 0.8% -2.9 p.p.

EBITDA 101.7 193.7 -47.5% 415.4 547.0 -24.1%

EBITDA Margin (% NR) 8.6% 16.8% -8.2 p.p. 9.8% 13.4% -3.6 p.p.

Weighted average of outstanding shares (thousand) 135,627 110,234 135,627 110,234

(0.2123) (0.1293) 64.3% (0.6575) 0.3047 -315.8%

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

Net Result per Outstanding Share (R$)

Consolidated

Period ended on December 31

Consolidated

Period ended on December 31

Operating Result before Net Financial Result and

Equity Accounting

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EXHIBIT II – PARENT COMPANY INCOME STATEMENT

B2W - Companhia Global do Varejo

Income Statements

(in million of Brazilian reais, except result per share) 4Q11 4Q10 Delta 2011 2010 Delta

Gross Sales and Services Revenue 1,171.5 1,167.6 0.3% 4,235.1 4,183.0 1.2%

Taxes, returns and discounts on sales and services (115.3) (103.1) 11.8% (386.7) (379.1) 2.0%

Net Sales and Services Revenue 1,056.2 1,064.5 -0.8% 3,848.4 3,803.9 1.2%

Cost of goods and services sold (839.2) (783.6) 7.1% (2,977.2) (2,811.7) 5.9%

Gross Profit 217.0 280.9 -22.7% 871.2 992.2 -12.2%

Gross Margin (% NR) 20.5% 26.4% -5.9 p.p. 22.6% 26.1% -3.5 p.p.

Operating Revenue (Expenses) (163.1) (143.1) 14.0% (627.8) (579.1) 8.4%

Selling expenses (127.8) (110.9) 15.2% (491.5) (451.3) 8.9%

General and administrative expenses (18.6) (13.3) 39.8% (57.9) (61.0) -5.1%

Depreciation and amortization (16.7) (18.9) -11.6% (78.4) (66.8) 17.4%

53.9 137.8 -60.9% 243.4 413.1 -41.1%

Net Financial Result (93.1) (131.5) -29.2% (324.9) (331.3) -1.9%

Financial Revenues 31.6 11.2 176.9 126.2

Financial Expenses (124.7) (142.7) (501.8) (457.5)

Equity accounting 7.3 5.4 35.2% 18.4 10.9 68.8%

Other operating income (expenses) (20.0) (40.5) -50.6% (98.0) (64.0) 53.1%

Income tax and social contribution 20.4 11.8 72.9% 61.1 (6.0) -1118.3%

Net Result (31.5) (17.0) 85.3% (100.0) 22.7 -540.5%

Net Margin (% NR) -3.0% -1.6% -1.4 p.p. -2.6% 0.6% -3.2 p.p.

EBITDA 70.6 156.7 -54.9% 321.8 479.9 -32.9%

EBITDA Margin (% NR) 6.7% 14.7% -8.0 p.p. 8.4% 12.6% -4.2 p.p.

Weighted average of outstanding shares (thousand) 135,627 110,234 135,627 110,234

(0.2324) (0.1547) 50.3% (0.7373) 0.2057 -458.5%

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

Net Result per Outstanding Share (R$)

Parent Company

Period ended on December 31

Parent Company

Period ended on December 31

Operating Result before Net Financial Result and

Equity Accounting

O S

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EXHIBIT III – BALANCE SHEET

B2W - Companhia Global do VarejoBalance Sheet

(in million of Brazilian reais)

ASSETS

CURRENT ASSETS

Cash and Banks 4.3 7.3 15.3 15.3

Marketable Securities 880.9 777.0 923.1 790.7

Accounts receivable 586.6 650.1 1,133.2 817.2

Inventories 479.2 530.9 510.9 560.0

Recoverable taxes 109.9 52.7 116.7 54.9

Prepaid expenses and other accounts 89.9 77.8 101.8 86.2

Total Current Assets 2,150.8 2,095.8 2,801.0 2,324.3

NON CURRENT ASSETS

Marketable Securities 18.5 - - -

Deferred income tax and social contribution 198.8 103.6 226.1 134.9

Escrow deposits and other receivables 71.3 59.0 40.3 34.3

Investments 59.2 40.8 - -

Plant, property and equipament 198.6 122.5 213.0 131.9

Intangible assets 781.9 568.4 809.6 586.6

Deferred assets 27.6 44.0 - -

Total Non-Current Assets 1,355.9 938.3 1,289.0 887.7

TOTAL ASSETS 3,506.7 3,034.1 4,090.0 3,212.0

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 689.6 768.4 702.3 794.1

Loans and financing 442.7 199.9 636.3 351.9

Debentures 8.3 191.2 8.3 191.2

Salaries and social contribution 14.3 9.2 16.9 11.5

Taxes payable 4.9 2.0 10.6 8.9

Dividends payable - 5.4 - 5.4

Other accounts payable 20.3 25.5 25.8 37.3

Total Current Liabilities 1,180.1 1,201.6 1,400.2 1,400.3

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 785.1 1,032.4 1,163.7 1,035.3

Debentures 302.7 499.9 302.7 499.9

Taxes payable 60.4 25.5 60.4 31.1

Provision for contingencies and other accounts payable 21.0 19.4 24.2 19.5

Total Non-Current Liabilities 1,169.2 1,577.2 1,551.0 1,585.8

SHAREHOLDERS' EQUITY

Capital 1,182.5 182.5 1,182.5 182.5

Capital Reserves - 7.8 - 7.8

Equity valuation adjustments 0.9 0.6 0.9 0.6

Income reserves and others (26.0) 64.4 (44.6) 35.0

Total Shareholders' Equity 1,157.4 255.3 1,138.8 225.9

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,506.7 3,034.1 4,090.0 3,212.0

12/31/2010

Parent Company

12/31/2011 12/31/2010 12/31/2011

Consolidated

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EXHIBIT IV – CASH FLOW STATEMENT

B2W - Companhia Global do Varejo

Cash Flow Statement

(in million of reais)

Operating Activities 12/31/2011 12/31/2010 Delta 12/31/2011 12/31/2010 Delta

Net Result for the Period (100.0) 22.7 (122.7) (89.2) 33.6 (122.8)

Adjustment to the Net Result:

Depreciation and amortization 78.4 66.8 11.6 72.6 55.8 16.8

Deferred income tax and social contribution (61.2) 5.9 (67.1) (62.4) 3.8 (66.2)

Interest, monetary and currency changes 205.3 236.6 (31.3) 221.1 254.0 (32.9)

Equity accounting (18.4) (10.8) (7.6) - - -

Others 12.8 27.4 (14.6) 26.7 53.1 (26.4)

Adjusted Net Result 116.9 348.6 (231.7) 168.8 400.3 (231.5)

Change in Working Capital:

Accounts receivable 124.0 (160.3) 284.3 140.4 (203.4) 343.8

Inventories 40.6 (89.5) 130.1 37.9 (113.9) 151.8

Suppliers (77.1) 206.2 (283.3) (89.9) 219.1 (309.0)

Change in Working Capital: 87.5 (43.6) 131.1 88.4 (98.2) 186.6

Change in Assets:

Prepaid expenses 2.0 (0.2) 2.2 1.0 (0.2) 1.2

Escrow deposits (6.4) (1.3) (5.1) (6.0) (1.6) (4.4)

Recoverable taxes (57.2) 5.4 (62.6) (61.7) 8.1 (69.8)

Other accounts receivable (current and non-current) (20.1) (10.1) (10.0) (16.7) (0.1) (16.6)

Change in Assets: (81.7) (6.2) (75.5) (83.4) 6.2 (89.6)

Change in Liabilities

Salaries and social charges security 5.1 3.0 2.1 5.4 3.3 2.1

Deferred income tax and social contribution 2.9 (8.3) 11.2 1.7 (10.1) 11.8

Other liabilities (current and non-current) (5.8) (9.9) 4.1 (9.3) (4.6) (4.7)

Change in Liabilities: 2.2 (15.2) 17.4 (2.2) (11.4) 9.2

Cash Flow from Operating Activities 124.9 283.6 (158.7) 171.6 296.9 (125.3)

Investing Activities

Marketable securities (122.2) (212.0) 89.8 (131.9) (216.7) 84.8

Purchases of property, plant and equipment assets (89.6) (44.0) (100.3) (51.6)

Intangible assets (262.0) (214.5) (47.5) (276.5) (223.3) (53.2)

Cash Flow from Investing Activities (473.8) (470.5) (3.3) (508.7) (491.6) (17.1)

Financing Activities

Additions 121.3 746.7 (625.4) 670.2 772.7 (102.5)

Payments (257.5) (538.4) 280.9 (405.0) (572.4) 167.4

Debentures (453.7) 261.0 (714.7) (453.7) 261.0 (714.7)

Discount of receivables (58.0) (324.9) 266.9 (468.2) (306.1) (162.1)

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

Share buy-back - 4.1 (4.1) - 4.1 (4.1)

Dividends (6.2) (11.3) 5.1 (6.2) (11.3) 5.1

Cash Flow from Financing Activities 345.9 137.2 208.7 337.1 148.0 189.1

Change in cash balance (3.0) (49.7) 46.7 - (46.7) 46.7

Beginning Cash Balance 7.3 57.0 15.3 62.0

Ending Cash Balance 4.3 7.3 15.3 15.3

Parent Company 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 as follows:

EBITDA – Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses – is presented as additional information because we believe it represents an important indicator of our operating performance, as well as being useful for the purpose of comparison of our performance with that of other retail sector companies. However, no number should be considered by itself as a substitute for net income calculated according to Brazilian Corporate Law and the rules of the Brazilian Securities Exchange Commission (CVM) or, furthermore, as a measure of the profitability of the Company. Moreover, our calculations may not be compatible with similar measures adopted by other companies.

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