cbditr3q15_6ka1.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of November, 2016

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
     Brazil     
(Address of Principal Executive Offices)

        (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

Form 20-F   X   Form 40-F       

        (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):

Yes ___ No   X  

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  


 

 

 

 

 

(FreeTranslation into English from the Original
Previously Issued in Portuguese)

 

Companhia Brasileira
de Distribuição

Individual and Consolidated
Interim Financial Information for the
Quarter Ended September 30, 2015 and
Report on Review of Interim
Financial Information

 

Deloitte Touche Tohmatsu Auditores Independentes

 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Directors and Officers of

Companhia Brasileira de Distribuição

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2015, which comprises the balance sheet as of September 30, 2015 and the related statements of profit or loss and of comprehensive income for the three- and nine-month periods then ended, and the statements of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.

Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express an opinion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists 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 an audit conducted in accordance with the standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.

 


 

Emphasis of matter

On October 29, 2015, we issued an unqualified review report on the Company’s individual and consolidated interim financial information for the quarter ended September 30, 2015, which is being restated. We draw attention to note 1.1 to the interim financial information, which describes that this interim financial information was amended and is being restated to reflect the adjustments identified after the completion of the investigation on indirect subsidiary Cnova Comércio Eletrônico S.A. Our conclusion remains unqualified, since the interim financial information were adjusted retrospectively.

Other matters

Statements of value added

We have also reviewed the individual and consolidated interim statements of value added (“DVA”) for the nine-month period ended September 30, 2015, prepared under Management’s responsibility, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information under International Financial Reporting Standards - IFRSs, which do not require the presentation of a DVA. These statements, which were amended and are being restated to reflect the adjustments described in note 1.1 to the interim financial information, were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, consistently with the interim financial information taken as a whole.

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, October 27, 2016

DELOITTE TOUCHE TOHMATSU

Eduardo Franco Tenório

Auditores Independentes

Engagement Partner

 

 

© 2016 Deloitte Touche Tohmatsu. All rights reserved.                                                                                    


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Companhia Brasileira de Distribuição

 

Company Information

 

Capital Composition

2

Cash Dividends

3

Individual Interim Financial Information

 

Balance Sheet – Assets

4

Balance Sheet – Liabilities

5

Statement of Income

6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 9/30/2015

9

1/1/2014 to 9/30/2014

10

Statement of Value Added

11

Consolidated Interim Financial Information

 

Balance Sheet – Assets

12

Balance Sheet – Liabilities

13

Statement of Income

14

Statement of Comprehensive Income

15

Statement of Cash Flows

16

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 9/30/2015

17

1/1/2014 to 9/30/2014

18

Statement of Value Added

19

Notes to the Interim Financial Information

20

Other information deemed as relevant by the Company

87

 

 

 

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Number of Shares

(thousand)

Current Quarter

09/30/2015

Share Capital

 

Common

99,680

Preferred

166,017

Total

265,697

Treasury Shares

 

Common

-

Preferred

233

Total

233

 
 

2

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Amount per share (Reais/ share)

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Commom

0.68899

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Preferred

0.75789

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Commom

0.13636

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Preferred

0.15000

Board of Directors’ Meeting

7/28/2015

Dividend

8/8/2015

Commom

0.13636

Board of Directors’ Meeting

7/28/2015

Dividend

8/8/2015

Preferred

0.15000

 

 

3

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

1

Total Assets

21,599,000

23,123,000

1.01

Current Assets

4,740,000

6,118,000

1.01.01

Cash and Cash Equivalents

1,744,000

2,923,000

1.01.03

Accounts Receivable

317,000

380,000

1.01.03.01

Trade Receivables

193,000

305,000

1.01.03.02

Other Receivables

124,000

75,000

1.01.04

Inventories

2,384,000

2,487,000

1.01.06

Recoverable Taxes

125,000

105,000

1.01.07

Prepaid Expenses

78,000

41,000

1.01.08

Other Current Assets

92,000

182,000

1.02

Noncurrent Assets

16,859,000

17,005,000

1.02.01

Long-term Assets

1,443,000

1,373,000

1.02.01.03

Accounts Receivable

71,000

82,000

1.02.01.06

Deferred Taxes

28,000

56,000

1.02.01.07

Prepaid Expenses

20,000

25,000

1.02.01.08

Receivables from Related Parties

305,000

398,000

1.02.01.09

Other Noncurrent Assets

1,019,000

812,000

1.02.01.09.04

Recoverable Taxes

542,000

392,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

477,000

420,000

1.02.02

Investments

7,926,000

8,312,000

1.02.02.01

Investments in Associates and Subsidiaries

7,902,000

8,288,000

1.02.02.02

Investment properties

24,000

24,000

1.02.03

Property and Equipment, Net

6,275,000

6,125,000

1.02.04

Intangible Assets

1,215,000

1,195,000

 

 

4

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

2

Total Liabilities

21,599,000

23,123,000

2.01

Current Liabilities

6,773,000

8,825,000

2.01.01

Payroll and Related Taxes

362,000

335,000

2.01.02

Trade Payables

2,334,000

3,180,000

2.01.03

Taxes and Contributions Payable

122,000

183,000

2.01.04

Borrowings and Financing

1,677,000

2,895,000

2.01.05

Other Liabilities

2,272,000

2,231,000

2.01.05.01

Payables to Related Parties

1,741,000

1,751,000

2.01.05.02

Other

531,000

480,000

2.01.05.02.01

Dividends and Interest on Capital Payable

1,000

194,000

2.01.05.02.04

Utilities

2,000

2,000

2.01.05.02.05

Rent Payable

47,000

52,000

2.01.05.02.06

Advertisement Payable

31,000

39,000

2.01.05.02.07

Pass-through to Third Parties

8,000

8,000

2.01.05.02.08

Financing Related to Acquisition of Assets

51,000

80,000

2.01.05.02.09

Deferred Revenue

32,000

4,000

2.01.05.02.11

Other Payables

332,000

66,000

2.01.05.02.12

Loyalty Program

27,000

35,000

2.01.06

Provisions

6,000

1,000

2.02

Noncurrent Liabilities

4,458,000

3,821,000

2.02.01

Borrowings and Financing

3,247,000

2,631,000

2.02.02

Other Liabilities

683,000

642,000

2.02.02.02

Other

683,000

642,000

2.02.02.02.03

Taxes Payable in Installments

580,000

617,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.07

Other Accounts Payable

17,000

17,000

2.02.02.02.08

Provision for Negative Equity

82,000

-

2.02.04

Provision for risks

499,000

483,000

2.02.06

Deferred Revenue

29,000

65,000

2.03

Shareholders’ Equity

10,368,000

10,477,000

2.03.01

Share Capital

6,806,000

6,792,000

2.03.02

Capital Reserves

300,000

282,000

2.03.02.04

Options Granted

293,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,185,000

3,402,000

2.03.04.01

Legal Reserve

413,000

413,000

2.03.04.05

Earnings Retention Reserve

256,000

1,747,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with non-controlling interests

104,000

107,000

2.03.04.14

Settlement of Equity Instrument

(212,000)

-

2.03.05

Retained Earnings/ Accumulated Losses

171,000

-

2.03.08

Other Comprehensive Income

(94,000)

1,000

 

 

5

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Profit or Loss

           

R$ (in thousands)

Code

Description

Year To Date
Current
Period
7/01/2015 to
9/30/2015

Year To Date
Current
Period
1/01/2015 to
9/30/2015

Year To Date
 Previous
Period
7/01/2014 to
9/30/2014

Year To Date
 Previous
Period
1/01/2014 to
9/30/2014

3.01

Net Sales of Goods and/or Services

5,313,000

16,298,000

5,207,000

16,060,000

3.02

Cost of Goods Sold and/or Services Sold

(3,882,000)

(11,909,000)

(3,706,000)

(11,661,000)

3.03

Gross Profit

1,431,000

4,389,000

1,501,000

4,399,000

3.04

Operating Income/Expenses

(1,248,000)

(3,567,000)

(1,046,000)

(3,156,000)

3.04.01

Selling Expenses

(943,000)

(2,886,000)

(877,000)

(2,625,000)

3.04.02

General and Administrative Expenses

(121,000)

(355,000)

(142,000)

(399,000)

3.04.05

Other Operating Expenses

(187,000)

(517,000)

(189,000)

(473,000)

3.04.05.01

Depreciation/Amortization

(121,000)

(357,000)

(109,000)

(321,000)

3.04.05.03

Other Operating Expenses

(66,000)

(160,000)

(80,000)

(152,000)

3.04.06

Share of Profit of Subsidiaries and Associates

3,000

191,000

162,000

341,000

3.05

Profit before Financial Income (Expenses) and Taxes

183,000

822,000

455,000

1,243,000

3.06

Financial Income (Expenses)

(195,000)

(547,000)

(174,000)

(452,000)

3.07

Profit Before Income Tax and Social Contribution

(12,000)

275,000

281,000

791,000

3.08

Income Tax and Social Contribution

2,000

(27,000)

(19,000)

(109,000)

3.08.01

Current

3,000

2,000

42,000

(59,000)

3.08.02

Deferred

(1,000)

(29,000)

(61,000)

(50,000)

3.09

Net Income from Continued Operations

(10,000)

248,000

262,000

682,000

3.11

Net Income for the Period

(10,000)

248,000

262,000

682,000

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

(0.03265)

0.87985

0.93409

2.42460

3.99.01.02

Preferred

(0.03265)

0.96784

1.02750

2.66705

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

(0.03265)

0.87872

0.93511

2.42460

3.99.02.02

Preferred

(0.03265)

0.96514

1.02508

2.66102

 

 

6

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Individual Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

Code

Description

Year To Date
Current
Period
7/01/2015 to
9/30/2015

Year To Date
 Current
Period
1/01/2015 to
9/30/2015

Year To Date
Previous
Period
7/01/2014 to
9/30/2014

Year To Date
Previous
Period
1/01/2014 to
9/30/2014

4.01

Net income for the Period

(10,000)

248,000

262,000

682,000

4.02

Other Comprehensive Income

(83,000)

(95,000)

-

-

4.02.01

Accumulative Translation Adjustment for the Period

(82,000)

(93,000)

-

-

4.02.02

Defined benefit contribution plan

-

(1,000)

-

-

4.02.03

Adjustments to financial instruments

(1,000)

(1,000)

-

-

4.03

Total Comprehensive Income for the Period

(93,000)

153,000

262,000

682,000

 

 

7

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Cash Flows - Indirect Method

       

R$ (in thousands)

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

6.01

Net Cash Provided by Operating Activities

776,000

(585,000)

6.01.01

Cash Provided by the Operations

1,077,000

1,292,000

6.01.01.01

Net Income for the Period

248,000

682,000

6.01.01.02

Deferred Income and Social Contribution Taxes

29,000

50,000

6.01.01.03

Gain on Disposal of Fixed Assets

22,000

16,000

6.01.01.04

Depreciation/Amortization

389,000

351,000

6.01.01.05

Interest and Inflation Adjustments

533,000

424,000

6.01.01.06

Adjustment to Present Value

2,000

-

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates (note 13)

(191,000)

(341,000)

6.01.01.08

Provision for Risks (note 23)

(14,000)

(8,000)

6.01.01.10

Share-based Payment

18,000

32,000

6.01.01.11

Allowance for Doubtful Accounts (note 8)

-

(2,000)

6.01.01.13

Provision for Obsolescence/Breakage (note 10)

(1,000)

(7,000)

6.01.01.14

Other Operating Expenses

65,000

104,000

6.01.01.15

Deferred Revenue (note 25)

(23,000)

(9,000)

6.01.02

Changes in Assets and Liabilities

(301,000)

(1,877,000)

6.01.02.01

Accounts Receivable

112,000

132,000

6.01.02.02

Inventories

104,000

(120,000)

6.01.02.03

Recoverable Taxes

(156,000)

48,000

6.01.02.04

Other Assets

(76,000)

(39,000)

6.01.02.05

Related Parties

79,000

(547,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(33,000)

12,000

6.01.02.07

Trade Payables

(846,000)

(748,000)

6.01.02.08

Payroll and Related Taxes

24,000

4,000

6.01.02.09

Taxes and Social Contributions Payable

(139,000)

(335,000)

6.01.02.10

Other Payables

26,000

(149,000)

6.01.02.11

Legal claims

(22,000)

(165,000)

6.01.02.12

Deferred Revenue

21,000

30,000

6.01.02.13

Received Dividends

605,000

-

6.02

Net Cash Provided by (Used in) Investing Activities

(597,000)

(390,000)

6.02.02

Acquisition of Property and Equipment (note 15)

(536,000)

(312,000)

6.02.03

Increase in Intangible Assets (note 16)

(88,000)

(92,000)

6.02.04

Sales of Property and Equipment

27,000

14,000

6.03

Net Cash Provided by (Used in) Financing Activities

(1,358,000)

(373,000)

6.03.01

Capital Increase/Decrease

14,000

25,000

6.03.02

Borrowings

740,000

1,279,000

6.03.03

Payments of Borrowings and Financing (note 18)

(1,837,000)

(1,448,000)

6.03.05

Payment of Dividends

(271,000)

(222,000)

6.03.06

Transactions with Non-controlling Interest

(4,000)

(7,000)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,179,000)

(1,348,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,923,000

2,851,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,744,000

1,503,000

 

 

8

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015

               

R$ (in thousands)

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive income

Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.04

Capital Transactions with Shareholders

14,000

18,000

-

(77,000)

-

(45,000)

5.04.01

Capital Increases

14,000

-

-

-

-

14,000

5.04.03

Options Granted

-

11,000

-

-

-

11,000

5.04.06

Dividends

-

-

-

(77,000)

-

(77,000)

5.04.09

Options Granted recognized in subsidiaries

-

7,000

-

-

-

7,000

5.05

Total Comprehensive Income

-

-

-

248,000

(95,000)

153,000

5.05.01

Net Income for the Period

-

-

-

248,000

-

248,000

5.05.02

Other Comprehensive Income

-

-

-

-

(95,000)

(95,000)

5.05.02.01

Adjusts to Financial Instruments

-

-

-

-

(1,000)

(1,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(93,000)

(93,000)

5.05.02.06

Defined benefit plan

-

-

-

-

(1,000)

(1,000)

5.06

Internal Changes of Shareholders’ Equity

-

-

(217,000)

-

-

(217,000)

5.06.05

Settlement of Equity Instrument

-

-

(212,000)

-

-

(212,000)

5.06.06

Transactions with Non-controlling Interests

-

-

(5,000)

-

-

(5,000)

5.07

Closing Balance

6,806,000

300,000

3,185,000

171,000

(94,000)

10,368,000

 

 

9

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014

               

R$ (in thousands)

 

 

 

 

 

 

Code

Description

Share
Capital

Capital
Reserves,
Options
 Granted and
Treasury
Shares

Earnings
Reserve

Retained Earnings
/Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

5.01

Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

5.04

Capital Transactions with Shareholders

25,000

31,000

-

(72,000)

-

(16,000)

5.04.01

Capital Increases

25,000

-

-

-

-

25,000

5.04.03

Options Granted

-

29,000

-

-

-

29,000

5.04.06

Dividends

-

-

-

(72,000)

-

(72,000)

5.04.09

Options Granted recognized in subsidiaries

-

2,000

-

-

-

2,000

5.05

Total Comprehensive Income

-

-

-

682,000

-

682,000

5.05.01

Net Income for the Period

-

-

-

682,000

-

682,000

5.06

Internal Changes of Shareholders’ Equity

-

-

66,000

-

-

66,000

5.06.04

Gain/loss in Equity Interest

-

-

(6,000)

-

-

(6,000)

5.06.06

Transactions with Non-controlling Interests

-

-

72,000

-

-

72,000

5.07

Closing Balance

6,789,000

264,000

2,468,000

610,000

-

10,131,000

 

 

10

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

Code

Description

Year To Date

Current
Period
01/01/2015 to
09/30/2015

Year To Date

Previous
Period
01/01/2014 to
09/30/2014

7.01

Revenues

17,640,000

17,450,000

7.01.01

Sales of Goods, Products and Services

17,640,000

17,420,000

7.01.02

Other Revenues

-

27,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

-

3,000

7.02

Products Acquired from Third Parties

(13,693,000)

(13,512,000)

7.02.01

Costs of Products, Goods and Services Sold

(12,101,000)

(12,030,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,592,000)

(1,482,000)

7.03

Gross Value Added

3,947,000

3,938,000

7.04

Retention

(389,000)

(351,000)

7.04.01

Depreciation and Amortization

(389,000)

(351,000)

7.05

Net Value Added Produced

3,558,000

3,587,000

7.06

Value Added Received in Transfer

379,000

483,000

7.06.01

Share of Profit of Subsidiaries and Associates

191,000

341,000

7.06.02

Financial Revenue

188,000

142,000

7.07

Total Value Added to Distribute

3,937,000

4,070,000

7.08

Distribution of Value Added

3,937,000

4,070,000

7.08.01

Personnel

1,928,000

1,712,000

7.08.01.01

Direct Compensation

1,294,000

1,185,000

7.08.01.02

Benefits

426,000

349,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

125,000

107,000

7.08.01.04

Other

83,000

71,000

7.08.02

Taxes, Fees and Contributions

653,000

730,000

7.08.02.01

Federal

397,000

539,000

7.08.02.02

State

153,000

132,000

7.08.02.03

Municipal

103,000

59,000

7.08.03

Value Distributed to Providers of Capital

1,108,000

946,000

7.08.03.01

Interest

733,000

594,000

7.08.03.02

Rentals

375,000

352,000

7.08.04

Value Distributed to Shareholders

248,000

682,000

7.08.04.02

Dividends

77,000

72,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

171,000

610,000

 

 

11

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

1

Total Assets

42,268,000

45,345,000

1.01

Current Assets

19,622,000

24,021,000

1.01.01

Cash and Cash Equivalents

5,414,000

11,149,000

1.01.03

Accounts Receivable

4,136,000

3,434,000

1.01.03.01

Trade Receivables

3,754,000

3,176,000

1.01.03.02

Other Receivables

382,000

258,000

1.01.04

Inventories

8,617,000

8,364,000

1.01.06

Recoverable Taxes

1,100,000

807,000

1.01.07

Prepaid Expenses

231,000

130,000

1.01.08

Other Current Assets

124,000

137,000

1.02

Noncurrent Assets

22,646,000

21,324,000

1.02.01

Long-term Assets

5,369,000

4,751,000

1.02.01.03

Accounts Receivable

717,000

741,000

1.02.01.03.01

Trade Receivables

89,000

105,000

1.02.01.03.02

Other Receivables

628,000

636,000

1.02.01.04

Inventories

-

172,000

1.02.01.06

Deferred Taxes

568,000

491,000

1.02.01.07

Prepaid Expenses

39,000

37,000

1.02.01.08

Receivables from Related Parties

358,000

313,000

1.02.01.09

Other Noncurrent Assets

3,687,000

2,997,000

1.02.01.09.04

Recoverable Taxes

2,664,000

2,140,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

1,023,000

857,000

1.02.02

Investments

504,000

426,000

1.02.02.01

Investments in Associates

479,000

401,000

1.02.02.02

Investments Property

25,000

25,000

1.02.03

Property and Equipment, Net

10,192,000

9,699,000

1.02.04

Intangible Assets

6,581,000

6,448,000

 

 

12

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

2

Total Liabilities

42,268,000

45,345,000

2.01

Current Liabilities

20,200,000

23,981,000

2.01.01

Payroll and Related Taxes

914,000

864,000

2.01.02

Trade Payables

10,792,000

13,393,000

2.01.03

Taxes and Contributions Payable

768,000

867,000

2.01.04

Borrowings and Financing

4,247,000

6,594,000

2.01.05

Other Liabilities

3,471,000

2,262,000

2.01.05.01

Payables to Related Parties

1,647,000

261,000

2.01.05.02

Other

1,824,000

2,001,000

2.01.05.02.01

Dividends and Interest on Capital Payable

1,000

321,000

2.01.05.02.04

Utilities

12,000

10,000

2.01.05.02.05

Rent Payable

103,000

115,000

2.01.05.02.06

Advertisement Payable

62,000

94,000

2.01.05.02.07

Pass-through to Third Parties

308,000

429,000

2.01.05.02.08

Financing Related to Acquisition of Assets

64,000

99,000

2.01.05.02.09

Deferred revenue

306,000

212,000

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

71,000

73,000

2.01.05.02.12

Other Payables

868,000

610,000

2.01.05.02.13

Loyalty Program

29,000

38,000

2.01.06

Provisions

8,000

1,000

2.02

Noncurrent Liabilities

8,275,000

7,170,000

2.02.01

Borrowings and Financing

4,389,000

3,134,000

2.02.02

Other Liabilities

643,000

725,000

2.02.02.02

Other

643,000

725,000

2.02.02.02.03

Taxes Payable in Installments

580,000

617,000

2.02.02.02.04

Payables Related to Acquisition of Companies

-

57,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.06

Pension Plan

14,000

7,000

2.02.02.02.07

Other Payables

45,000

36,000

2.02.03

Deferred Taxes

1,195,000

1,133,000

2.02.04

Provision for risks

1,395,000

1,344,000

2.02.06

Deferred revenue

653,000

834,000

2.03

Consolidated Shareholders’ Equity

13,793,000

14,194,000

2.03.01

Share Capital

6,806,000

6,792,000

2.03.02

Capital Reserves

300,000

282,000

2.03.02.04

Options Granted

293,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,185,000

3,402,000

2.03.04.01

Legal Reserve

413,000

413,000

2.03.04.05

Earnings Retention Reserve

256,000

1,747,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with Non-Controlling interests

104,000

107,000

2.03.04.14

Settlement of Equity Instrument

(212,000)

-

2.03.05

Retained Earnings/ Accumulated Losses

171,000

-

2.03.08

Other Comprehensive Income

(94,000)

1,000

2.03.09

Non-controlling Interests

3,425,000

3,717,000

 

 

13

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Profit or Loss

           

R$ (in thousands)

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Previous
Period
7/01/2014 to
9/30/2014

Year To Date Previous
Period
1/01/2014 to
9/30/2014

3.01

Net Sales from Goods and/or Services

16,074,000

49,401,000

15,628,000

45,770,000

3.02

Cost of Goods Sold and/or Services Sold

(12,317,000)

(37,641,000)

(11,647,000)

(34,205,000)

3.03

Gross Profit

3,757,000

11,760,000

3,981,000

11,565,000

3.04

Operating Income/Expenses

(3,599,000)

(10,508,000)

(3,084,000)

(9,084,000)

3.04.01

Selling Expenses

(2,700,000)

(8,191,000)

(2,517,000)

(7,420,000)

3.04.02

General and Administrative Expenses

(444,000)

(1,302,000)

(371,000)

(1,042,000)

3.04.05

Other Operating Expenses

(477,000)

(1,099,000)

(223,000)

(698,000)

3.04.05.01

Depreciation/Amortization

(245,000)

(714,000)

(205,000)

(588,000)

3.04.05.03

Other Operating Expenses

(232,000)

(385,000)

(18,000)

(110,000)

3.04.06

Share of Profit of Subsidiaries and Associates

22,000

84,000

27,000

76,000

3.05

Profit before Financial Income (Expenses) and Taxes

158,000

1,252,000

897,000

2,481,000

3.06

Financial Income (Expenses), Net

(344,000)

(1,043,000)

(378,000)

(1,078,000)

3.07

Profit Before Income Tax and Social Contribution

(186,000)

209,000

519,000

1,403,000

3.08

Income tax and Social Contribution

57,000

(100,000)

(167,000)

(477,000)

3.08.01

Current

(28,000)

(88,000)

(53,000)

(300,000)

3.08.02

Deferred

85,000

(12,000)

(114,000)

(177,000)

3.09

Net Income from Continuing Operations

(129,000)

109,000

352,000

926,000

3.11

Consolidated Net Income for the Period

(129,000)

109,000

352,000

926,000

3.11.01

Attributable to Owners of the Company

(10,000)

248,000

262,000

682,000

3.11.02

Attributable to Non-controlling Interests

(119,000)

(139,000)

90,000

244,000

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

(0.03265)

0.87985

0.93409

2.42460

3.99.01.02

Preferred

(0.03265)

0.96784

1.02750

2.66705

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

(0.03265)

0.87872

0.93511

2.42460

3.99.02.02

Preferred

(0.03265)

0.96514

1.02508

2.66102

 

 

14

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Previous
Period
7/01/2014 to
9/30/2014

Year To Date Previous
Period
1/01/2014 to
9/30/2014

4.01

Net Income for the Period

(129,000)

109,000

352,000

926,000

4.02

Other Comprehensive Income

(224,000)

(250,000)

-

-

4.02.01

Cumulative Translation adjustment

(223,000)

(247,000)

1,000

1,000

4.02.02

Defined Benefit Plan

-

(2,000)

(1,000)

(1,000)

4.02.03

Adjustments to financial instruments

(1,000)

(1,000)

-

-

4.03

Total Comprehensive Income for the Period

(353,000)

(141,000)

352,000

926,000

4.03.01

Attributable to Owners of the Company

(93,000)

153,000

262,000

682,000

4.03.02

Attributable to Non-Controlling Interests

(260,000)

(294,000)

90,000

244,000

 

 

15

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Cash Flows - Indirect Method

R$ (in thousands)

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

6.01

Net Cash Provided by Operating Activities

(3,280,000)

29,000

6.01.01

Cash from Operations

2,208,000

3,075,000

6.01.01.01

Net Income for the Period

109,000

926,000

6.01.01.02

Deferred Income Tax and Social Contribution

12,000

177,000

6.01.01.03

Gain on Disposal of Fixed Assets

65,000

36,000

6.01.01.04

Depreciation/Amortization

818,000

665,000

6.01.01.05

Interest and Inflation Adjustments

832,000

847,000

6.01.01.06

Adjustment to Present Value

(4,000)

(2,000)

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates (note 13)

(84,000)

(76,000)

6.01.01.08

Provision for Risks (note 23)

151,000

118,000

6.01.01.10

Share-based Payment

22,000

32,000

6.01.01.11

Allowance for Doubtful Accounts (note 8)

429,000

362,000

6.01.01.13

Provision for Obsolescence/breakage (note 10)

(5,000)

(1,000)

6.01.01.15

Deferred revenue (note 25)

(139,000)

(25,000)

6.01.01.16

Other Operating Expenses

2,000

16,000

6.01.02

Changes in Assets and Liabilities

(5,488,000)

(3,046,000)

6.01.02.01

Accounts Receivable

(835,000)

(436,000)

6.01.02.02

Inventories

184,000

(547,000)

6.01.02.03

Recoverable Taxes

(537,000)

55,000

6.01.02.04

Other Assets

(284,000)

(174,000)

6.01.02.05

Related Parties

(157,000)

(96,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(117,000)

(70,000)

6.01.02.07

Trade Payables

(3,199,000)

(1,360,000)

6.01.02.08

Payroll and Related Taxes

47,000

213,000

6.01.02.09

Taxes and Social Contributions Payable

(224,000)

(502,000)

6.01.02.10

Legal Claims

(217,000)

(223,000)

6.01.02.11

Deferred revenue

43,000

201,000

6.01.02.12

Other Payables

(192,000)

(131,000)

6.01.02.16

Financial Investments

-

24,000

6.02

Net Cash Provided by (Used in) Investing Activities

(1,376,000)

(850,000)

6.02.03

Acquisition of Property and Equipment (note 15)

(1,170,000)

(898,000)

6.02.04

Increase in Intangible Assets (note 16)

(314,000)

(203,000)

6.02.05

Sales of Property and Equipment

57,000

47,000

6.02.06

Net Cash From Subsidiary Acquisition and Corporate Restructuring

-

204,000

6.02.07

Net Cash From Sale of Subsidiary

51,000

-

6.03

Net Cash Provided by Financing Activities

(1,252,000)

(945,000)

6.03.01

Capital Increase/Decrease

14,000

25,000

6.03.02

Borrowings

4,625,000

4,960,000

6.03.03

Payments of Borrowings and Financing (note 18)

(6,603,000)

(5,634,000)

6.03.05

Payments of Dividends

(397,000)

(222,000)

6.03.06

Acquisition of Subsidiary

(74,000)

(67,000)

6.03.07

Transactions with non-controlling interests

(4,000)

(7,000)

6.03.08

Borrowings with Related Parties

1,187,000

-

6.04

Effects of Exchange Rate Changes on Cash and Cash Equivalents

173,000

-

6.05

Increase (Decrease) in Cash and Cash Equivalents

(5,735,000)

(1,766,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

11,149,000

8,367,000

6.05.02

Cash and Cash Equivalents at the End of the Period

5,414,000

6,601,000

 

 

16

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015

                   

R$ (in thousands)

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.04

Capital Transactions with Shareholders

14,000

18,000

-

(77,000)

-

(45,000)

4,000

(41,000)

5.04.01

Capital Increases

14,000

-

-

-

-

14,000

-

14,000

5.04.03

Options Granted

-

11,000

-

-

-

11,000

-

11,000

5.04.06

Dividends

-

-

-

(77,000)

-

(77,000)

-

(77,000)

5.04.09

Options Granted Recognized in Subsidiaries

-

7,000

-

-

-

7,000

4,000

11,000

5.05

Total Comprehensive Income

-

-

-

248,000

(95,000)

153,000

(294,000)

(141,000)

5.05.01

Net Income for the Period

-

-

-

248,000

-

248,000

(139,000)

109,000

5.05.02

Other Comprehensive Income

-

-

-

-

(95,000)

(95,000)

(155,000)

(250,000)

5.05.02.01

Adjusts to Financial Instruments

-

-

-

-

(1,000)

(1,000)

-

(1,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(93,000)

(93,000)

(154,000)

(247,000)

5.05.02.06

Defined Benefit Plan

-

-

-

-

(1,000)

(1,000)

(1,000)

(2,000)

5.06

Internal Changes in Shareholders’ Equity

-

-

(217,000)

-

-

(217,000)

(2,000)

(219,000)

5.06.05

Settlement of Equity Instrument

-

-

(212,000)

-

-

(212,000)

-

(212,000)

5.06.06

Transactions With Non-controlling interests

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.07

Closing Balance

6,806,000

300,000

3,185,000

171,000

(94,000)

10,368,000

3,425,000

13,793,000

 

 

17

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014

R$ (in thousands)

       

 

     

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

3,202,000

12,601,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

3,202,000

12,601,000

5.04

Capital Transactions with Shareholders

25,000

31,000

-

(72,000)

-

(16,000)

1,000

(15,000)

5.04.01

Capital Increases

25,000

-

-

-

-

25,000

-

25,000

5.04.03

Options Granted

-

29,000

-

-

-

29,000

-

29,000

5.04.06

Dividends

-

-

-

(72,000)

-

(72,000)

-

(72,000)

5.04.09

Options Granted Recognized in Subsidiaries

-

2,000

-

-

-

2,000

1,000

3,000

5.05

Total Comprehensive Income

-

-

-

682,000

-

682,000

244,000

926,000

5.05.01

Net Income for the Period

-

-

-

682,000

-

682,000

244,000

926,000

5.06

Internal Changes in Shareholders’ Equity

-

-

66,000

-

-

66,000

(49,000)

17,000

5.06.04

Gain/Loss in Equity Interest

-

-

(6,000)

-

-

(6,000)

(10,000)

(16,000)

5.06.06

Transactions With Non-controlling interests

-

-

72,000

-

-

72,000

(39,000)

33,000

5.07

Closing Balance

6,789,000

264,000

2,468,000

610,000

-

10,131,000

3,398,000

13,529,000

 

 

18

 


 

 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

7.01

Revenues

54,574,000

50,412,000

7.01.01

Sales of Goods, Products and Services

54,938,000

50,758,000

7.01.02

Other Revenues

65,000

16,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(429,000)

(362,000)

7.02

Products Acquired from Third Parties

(42,887,000)

(39,105,000)

7.02.01

Costs of Products, Goods and Services Sold

(37,890,000)

(34,946,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(4,997,000)

(4,159,000)

7.03

Gross Value Added

11,687,000

11,307,000

7.04

Retention

(818,000)

(665,000)

7.04.01

Depreciation and Amortization

(818,000)

(665,000)

7.05

Net Value Added Produced

10,869,000

10,642,000

7.06

Value Added Received in Transfer

721,000

567,000

7.06.01

Share of Profit of Subsidiaries and Associates

84,000

76,000

7.06.02

Financial Income

637,000

491,000

7.07

Total Value Added to Distribute

11,590,000

11,209,000

7.08

Distribution of Value Added

11,590,000

11,209,000

7.08.01

Personnel

5,291,000

4,613,000

7.08.01.01

Direct Compensation

3,811,000

3,338,000

7.08.01.02

Benefits

883,000

799,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

365,000

298,000

7.08.01.04

Other

232,000

178,000

7.08.01.04.01

Interest

232,000

178,000

7.08.02

Taxes, Fees and Contributions

3,320,000

2,990,000

7.08.02.01

Federal

2,102,000

1,921,000

7.08.02.02

State

1,023,000

894,000

7.08.02.03

Municipal

195,000

175,000

7.08.03

Value Distributed to Providers of Capital

2,870,000

2,680,000

7.08.03.01

Interest

1,678,000

1,569,000

7.08.03.02

Rentals

1,192,000

1,111,000

7.08.04

Value Distributed to Shareholders

109,000

926,000

7.08.04.02

Dividends

77,000

72,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

171,000

610,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

(139,000)

244,000

 

19

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.  Corporate information

Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) engages in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores principally under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper", “Extra Super”, “Minimercado Extra”, “Assai”, “Ponto Frio” and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”, “Partiuviagens.com” and “Cdiscount.com” and the neighborhood shopping mall brand “Conviva”. Its headquarters are located in the city of São Paulo, State of São Paulo, Brazil.

The Company’s shares are listed on the São Paulo Stock Exchange (“BM&FBovespa”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”. Subsidiaries that are public companies are Via Varejo S.A (“Via Varejo”) which has its shares listed on BM&FBovespa, under ticker symbols “VVAR11” and “VVAR3” and Cnova N.V (“Cnova Holanda”) which has its shares listed in Nasdaq Global Select Market under ticker symbol “CNV” and in Euronext Paris under ticker symbol “CNV”.

After August 19, 2015, the Company started to be indirectly controlled by Almacenes Exito S.A., through Wilkes Participações S.A. (“Wilkes”), through a transaction with the holding companies of Casino Guichard Perrachon (“Casino”), which continue to be our indirect controller.

1.1    Cnova’s Investigation and restatement of interim financial information previously issued

As disclosed to the market on December 18, 2015, by the subsidiary Cnova NV (“Cnova”), an investigation was conducted by law firms has been established on the employee’s practices in inventories of Cnova Comércio Eletrônico S.A. (“Cnova Brasil”), a Cnova NV subsidiary, which is controlled by the Company.

During the investigation other issues have been added to investigation related to accounting matters in the accounts of “trade payables” and “other accounts receivable”, which were analyzed, announced to the market January 12, 2016.

Subsequently, the scope of investigation was expanded to include an evaluation over the discrepancies related to accounts payables, accounts receivables/products in transit with freight companies, freight provisions and other expenses and improper capitalization of expenses relating to software development.

As a result, Cnova identified several erros in the financial statements and, consequently, as it is controlled by the Company and consolidated for the presentation of the financial statements, such effects resulted in the same errors in the previously issued financial statements of the Company.

There is no income tax impact over the adjustments, once the Company evaluated and concluded that the deferred income tax would not be recoverable.

 

20

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

The adjustments identified on Cnova were substantially related to:

a)     Identification of discrepancies in and/or returned products sold at discount, requiring additional provision for loss in damaged goods.

b)    Identification of improper transactions and accounts reconciliations mismatches related to trade accounts payable , accounts receivables, pending orders, ICMS, freight payable and others.

c)     Identification of overstated amount in net sales not reversed when the merchandise originally ordered was returned by costumer;

d)    Improper capitalization of expenses in the internal development of software;

e)     Change of the accounting practice of allocation of warehouse and shipping costs to the inventory, which are no longer capitalized.

 

 

 

21

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information - continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Below the breakdown of the investigation adjustments per period:

September 30, 2015 – amounts impacting net income (loss):

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

ICMS, freight, provision and others adjust

Net adjust

         

 

Net sales of goods and services

-

(46)

-

42

-

(4)

Cost of goods sold and services sold

12

24

-

-

(6)

30

Gross profit

12

(22)

-

42

(6)

26

Operating income (expenses)

           

Selling expenses

-

10

(11)

(10)

-

(11)

General and administrative expenses

-

-

(3)

-

(2)

(5)

Depreciation and amortization

-

-

2

-

-

2

Profit before financial income (expenses)

12

(12)

(12)

32

(8)

12

Financial income (expenses)

-

-

-

-

(4)

(4)

Profit before income tax and social contribution

12

(12)

(12)

32

(12)

8

Income tax and social contribution

-

-

-

-

-

-

Net income (loss)

12

(12)

(12)

32

(12)

8

          September 30, 2014 – amounts impacting net income (loss):

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

ICMS, freight, provision and others adjust

Net adjust

             

Net sales of goods and services

-

(36)

-

(54)

-

(90)

Cost of goods sold and services sold

(40)

9

(3)

-

(11)

(45)

Gross profit

(40)

(27)

(3)

(54)

(11)

(135)

Operating income (expenses)

           

Selling expenses

-

(3)

(12)

(9)

-

(24)

General and administrative expenses

-

-

(3)

-

-

(3)

Depreciation and amortization

-

-

1

-

-

1

Profit before financial income (expenses)

(40)

(30)

(17)

(63)

(11)

(161)

Financial income (expenses)

-

-

-

-

-

-

Profit before income tax and social contribution

(40)

(30)

(17)

(63)

(11)

(161)

Income tax and social contribution

-

-

-

-

-

-

Net income (loss)

(40)

(30)

(17)

(63)

(11)

(161)

 

 

22

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Parent Company:

September 30, 2015:

Assets

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

     

Investments

7,929

(27)

7,902

Total assets

21,626

(27)

21,599

     

Liabilities

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

     

Noncurrent liabilities

4,385

73

4,458

Shareholders´ equity

10,468

(100)

10,368

     

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

     

Share of profit of subsidiaries and associates

188

3

191

Net income (loss)

245

3

248

 

December 31, 2014 and September 30, 2014:

Assets

Presented as of 12.30.2014

Total adjust

Restated as of 12.31.2014

     

Investiments

8,391

(103)

8,288

Total assets

23,226

(103)

23,123

     

Liabilities

Presented as of 12.30.2014

Total adjust

Restated as of 12.31.2014

     

Shareholders´ equity

10,580

(103)

10,477

Total liabilitites and shareholders´ equity

23,226

(103)

23,123

     

Presented as of 9.30.2014

Total adjust

Restated as of 9.30.2014

     

Share of profit of subsidiaries and associates

444

(103)

341

Net income (loss)

785

(103)

682

 

 

23

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Consolidated:

September 30, 2015:

Accounts

Presented as of 9.30.2015

Total Investigation adjust

Restated as of 9.30.2015

Assets

     

Current assets

     

Accounts receivables

3,776

(22)

3,754

Others accounts receivables

430

(48)

382

Inventories

8,663

(46)

8,617

Recoverable taxes

1,106

(6)

1,100

Other receivables

124

-

124

Total current assets

19,744

(122)

19,622

     

     

Recoverable taxes

2,664

-

2,664

Deferred income tax and social contribution

568

-

568

Property and equipment

10,192

-

10,192

Intangible assets

6,649

(68)

6,581

Noncurrent assets

22,714

(68)

22,646

Total assets

42,458

(190)

42,268

     

Liabilities

     

Current Liabilities

 

 

 

Trade payables

10,737

55

10,792

Deferred revenue

306

-

306

Others accounts payables

862

35

897

Current liabilities

20,110

90

20,200

     

Profit reserve

3,288

(103)

3,185

Controlling shareholders´ equity

10,468

(100)

10,368

Noncontrolling shareholders´ equity

3,605

(180)

3,425

Total shareholders´ equity

14,073

(280)

13,793

     

Liabilities and shareholders´ equity

42,458

(190)

42,268

 

24

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Consolidated:

December 31, 2014:

Accounts

Presented as of 12.30.2014

Total Investigation adjust

IAS 2 - change of the accounting practice

Restated as of 12.31.2014

Assets

       

Current assets

       

Accounts receivables

3,210

(34)

-

3,176

Others accounts receivables

295

(37)

-

258

Inventories

8,405

(28)

(12)

8,364

Recoverable taxes

808

(1)

-

807

Total current assets

24,133

(100)

(12)

24,021

         

Intangible assets

6,495

(47)

-

6,448

Noncurrent assets

21,367

(43)

-

21,324

Total assets

45,500

(143)

(12)

45,345

         

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade payables

13,322

71

-

13,393

Deferred revenue

214

(2)

-

212

Others accounts payables

652

63

-

715

Total Current liabilities

23,848

133

-

23,981

         

Profit reserve

3,505

(91)

(12)

3,402

Controlling shareholders´ equity

10,580

(91)

(12)

10,477

Noncontrolling shareholders´ equity

3,902

(185)

-

3,717

Total shareholders´ equity

14,482

(276)

(12)

14,194

         

Liabilities and shareholders´ equity

45,500

(143)

(12)

45,345

 

25

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Consolidated :

September 30, 2015:

 

Presented as of 9.30.2015

Total Investigation adjust

Restated as of 9.30.2015

     

Net sales of goods and services

49,405

(4)

49,401

Cost of goods sold and services sold

(37,671)

30

(37,641)

Gross profit

11,734

26

11,760

Operating income (expenses)

     

Selling expenses

(8,180)

(11)

(8,191)

General and administrative expenses

(1,297)

(5)

(1,302)

Depreciation and amortization

(716)

2

(714)

Profit before financial income (expenses)

1,240

12

1,252

Financial income (expenses)

(1,039)

(4)

(1,043)

Profit before income tax and social contribution

201

8

209

 

 

 

 

Net income (loss)

101

8

109

Atributtable to:

     

Controlling shareholders

245

3

248

Noncontrolling shareholders

(144)

5

(139)

     

Earnings per share

     

Common

0.87073

 

0.87985

Preferred

0.95780

 

0.96784

 

 

 

 

Statement of Value Added:

 

Total adjust

9.30.2015

 

Revenue

(15)

Products acquired from third parties

-

Gross value added

(15)

Retention

2

Financial revenue

(2)

Total value added to distribute

10

 

26

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Statement of Cash Flows:

 

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

 

   

Net cash provided by operating activities

(3,268)

(12)

(3,280)

Net cash provided by investing activities

(1,388)

12

(1,376)

 

September 30, 2014:

 

Presented as of 9.30.2014

Total Investigation adjust

Restated as of 9.30.2014

     

Net sales of goods and services

45,860

(90)

45,770

Cost of goods sold and services sold

(34,160)

(45)

(34,205)

Gross profit

11,700

(135)

11,565

Operating income (expenses)

     

Selling expenses

(7,396)

(24)

(7,420)

General and administrative expenses

(1,039)

(3)

(1,042)

Depreciation and amortization

(589)

1

(588)

Profit before financial income (expenses)

2,642

(161)

2,481

Financial income (expenses)

(1,078)

-

(1,078)

Profit before income tax and social contribution

1,564

(161)

1,403

     

Net income (loss)

1,087

(161)

926

Atributtable to:

     

Controlling shareholders

785

(103)

682

Noncontrolling shareholders

302

(58)

244

     

Earnings per share

     

Common

2.78951

 

2.42460

Preferred

3.06846

 

2.66705

The announced balances column includes Malls reclassifications (see note 1.2).

 

27

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Statement of Value Added:

 

Total adjust

9.30.2014

 

Revenue

(107)

Products acquired from third parties

(70)

Gross value added

(177)

Retention

2

Total value added to distribute

(175)

 

Statement of Cash Flows:

 

Presented as of 9.30.2014

Total adjust

Restated as of 9.30.2014

       

Net cash provided by operating activities

48

(19)

29

Net cash provided by investing activities

(869)

19

(850)

 

1.2    Reclassification of Malls revenue

The Company has reclassified certain amounts in the statements of income and value added for the nine-month period ended September 30, 2014, presented for comparison purposes, to conform them to the reporting criteria adopted in the current period. The following reclassifications were made:

 

Parent Company

 

Consolidated

Balance at 9.30.2014

Presented balance

Malls galleries –

cost

Reclassified balance

 

Presented balance

Malls galleries – cost

Reclassified balance

Cost of sales and/or services

(11,636)

(25)

(11,661)

 

(34,125)

(35)

(34,160)

Gross profit

4,424

(25)

4,399

 

11,735

(35)

11,700

Operating income (expenses)

(3,078)

25

(3,053)

 

(9,093)

35

(9,058)

Selling expenses

(2,650)

25

(2,625)

 

(7,431)

35

(7,396)

 

28

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

 

1.      Corporate information – Continued

1.2  Reclassification of Malls revenue - continued

1.2.1       Statement of income: Costs with commercial galleries rental, which were previously recorded as recovery of selling expenses, were reclassified to "cost of goods sold and/or services sold" respectively due to an increase in the share of this activity in the Multivarejo segment and considering that the revenues of this activity is recorded as “sales from goods and/or services”, better presenting this activity in the Group’s financial statements. The Company’s management considers an appropriate procedure to adopt the current classification in order to allow comparability and a final classification of these costs.

1.2.2       Statement of value added: According to the changes mentioned above, the line items that were changed in the statement of value added refer to cost of products, goods and services sold and materials, energy, outsourced services and other in the amounts of R$25 and R$35, parent company and consolidated, respectively

1.3  Performance Commitment Agreement

The Company, its subsidiary Via Varejo S.A (“Via Varejo”) and Casa Bahia Comercial Ltda. (“CB”), jointly “Compromisers”, and the Brazilian Antitrust Agency ("CADE") entered into a Performance Commitment Agreement ("PCA") to approve the Partnership Agreement signed between CBD and CB on December 4, 2009 and amended on July 1, 2010. As the main purpose of PCA, Via Varejo had the major obligation of selling 74 stores located in 54 municipalities distributed in six states and the Federal District.

 From the 74 stores, 32 were not sold. Therefore, in accordance with the PCA, these stores had its activities ceased between May and June, 2014, with the payment of R$12 penalty. According to CADE´s authorization, after 6 months closed, 16 stores were reopened in November 2014, in accordance with the PCA.

In relation to 42 stores remaining, they were all sold between October 2013 and January 2014, through direct sales to other companies and open auctions. Such sales were duly approved by CADE. From these 42 stores, 19 were not sold due to failed negotiations between some acquirers and building owners, resulting to the subsidiary Via Varejo a fine payment of R$ 7 to the CADE and loss in fixed assets of R$ 7; from the total stores 4 were closed and 15 still remain to be closed in next months.

The final step of the PCA is the transfer of 11 stores generating a gain of R$8 in the income statement for the period.

The transfer of 12 stores is still in process of negotiation.This process has been monitored by CADE, which has been monitoring the fulfillment of the obligation taken in the PCA, having the Company subject to present the information required.

1.4  Performance Commitment Agreement

On August 14, 2015, CBD and its controlling shareholder Wilkes were jointly convicted by International Court of Arbitration - ICA, to indemnify Morzan Empreendimentos e Participações Ltda. (“Morzan”). Such decision was amended on January 27, 2016 with no significant changes.

The account payable in the amount of R$233, including legal fees, was fully settled in April 1, 2016 (see note 35.3).

 

29

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

2.      Basis of preparation

The individual and consolidated interim financial information (“Interim Financial Information”) has been prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”) and CPC 21 - Interim Financial Reporting issued by Comitê de Pronunciamentos Contábeis (“CPC”) and presented consistently with the standards approved and issued by the Brazilian Securities and Exchange Commission (“CVM”) applicable to the preparation of interim financial information – ITR.

The individual and consolidated interim financial information is being presented in millions of Brazilian Reais (“R$”), which is the reporting currency of the Company. The functional currency of subsidiaries located abroad is the local currency.

Significant accounting policies adopted in the preparation of the individual and consolidated interim  financial information are consistent with those adopted and disclosed in note 4 to the annual financial statements for the year ended December 31, 2014 dated February 12, 2015 and, therefore, should be read in conjunction with those annual financial statements.

The original presented interim financial information for the nine-month period ended September 30, 2015 was approved by the Board of Directors on October 29, 2015. This restated interim financial information for the nine-month period ended September 30, 2015 was approved by the Board of Directors on October 27, 2016 and includes the effects of financial information adjustments disclosed as per note 1.1.

 

30

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

3.      Basis of consolidation

The information on the basis of consolidation did not have significant modification and was presented in the annual financial statements for 2014, in note 3.

3.1.   Interest in subsidiaries and associates:

 

Direct and indirect equity interests - %

 

9.30.2015

 

12.31.2014

Companies

Company

 

Indirect interest

 

Company

 

Indirect interest

Subsidiaries

             

Novasoc Comercial Ltda. (“Novasoc”)

10.00

 

-

 

10.00

 

-

Sé Supermercado Ltda. (“Sé”)

100.00

 

-

 

100.00

 

-

Sendas Distribuidora S.A. (“Sendas)

100.00

 

-

 

100.00

 

-

Bellamar Empreend. e Participações Ltda. (“Bellamar”)

100.00

 

-

 

100.00

 

-

GPA Malls & Properties Gestão de Ativos e Serviços Imobiliários Ltda. (“GPA M&P”)

100.00

 

-

 

100.00

 

-

CBD Holland B.V. (“CBD Holland”)

100.00

 

-

 

100.00

 

-

CBD Panamá Trading Corp. (“CBD Panamá”)

-

 

100.00

 

-

 

100.00

Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”)

68.86

 

31.14

 

68.86

 

31.14

Xantocarpa Participações Ltda. (“Xantocarpa”)

-

 

100.00

 

-

 

100.00

GPA 2 Empreed. e Participações Ltda. (“GPA 2”)

99.99

 

0.01

 

99.99

 

0.01

GPA Logística e Transporte Ltda. (“GPA Logística”)

100.00

 

-

 

100.00

 

-

Posto Ciara Ltda. (“Posto Ciara”)

100.00

 

-

 

100.00

 

-

Auto Posto Império Ltda. (“Posto Império”)

100.00

 

-

 

100.00

 

-

Auto Posto Duque Salim Maluf Ltda. (“Posto Duque Salim Maluf”)

100.00

 

-

 

100.00

 

-

Auto Posto Duque Santo André Ltda. (“Ponto Duque Santo André”)

100.00

 

-

 

100.00

 

-

Auto Posto Duque Lapa Ltda. (“Posto Duque Lapa”)

100.00

 

-

 

100.00

 

-

Nova Pontocom Comércio Eletrônico S.A (“Nova Holding”) (*)

52.34

 

19.05

 

52.34

 

19.05

Luxco – Marneylectro S.A.R.L (antiga Jaipur Financial Markets S.A.R.L) (“Luxco”)

2.65

 

68.88

 

2.65

 

68.88

Dutchco - Marneylectro B.V (antiga Jaipur Financial Markets B.V) (“Dutchco”)

-

 

71.53

 

-

 

71.53

Cnova N.V (“Cnova Holanda”)

-

 

35.73

 

-

 

35.73

CNova Comércio Eletrônico S/A (”CNova Comércio Eletrônico”)

-

 

35.73

 

-

 

35.73

E-Hub Consult. Particip. e Com. S.A. (“E – Hub”)

-

 

35.73

 

-

 

35.73

Nova Experiência PontoCom S.A (“Nova Experiência”)

-

 

35.73

 

-

 

35.73

Cdiscount S.A (“CDiscount”)

-

 

35.73

 

-

 

35.73

Cnova Finança B.V (“Cnova Finança”)

-

 

35.73

 

-

 

35.73

Financière MSR S.A.S (“Financière”)

-

 

35.67

 

-

 

35.67

E-Trend SAS France (“E-Trend”)(***)

-

 

-

 

-

 

35.67

Cdiscount AS France (CDiscount AS”)

-

 

35.52

 

-

 

35.52

Cdiscount Afrique S.A.S (“CDiscount Afrique”)

-

 

35.67

 

-

 

35.67

CD Africa SAS (“CD Africa”)

-

 

30.32

 

-

 

30.32

Cdiscount International BV The Netherlands (“Cdiscount Internacional”)

-

 

35.67

 

-

 

35.67

C-Distribution Asia Pte. Ltd. Singapore (“C-Distribution Asia”)

-

 

21.40

 

-

 

21.40

CLatam AS Uruguay (“CLatam”)

-

 

24.97

 

-

 

24.97

Cdiscount Colombia S.A.S (“CDiscount Colombia”)

-

 

18.20

 

-

 

18.20

C Distribution Thailand Ltd. (“C Distribution Thailand”)

-

 

14.98

 

-

 

14.98

E-Cavi Ltd Hong Kong (“E-Cavi”)

-

 

17.12

 

-

 

17.12

Cdiscount Vietnam Co Ltd. (“CDiscount Vietnam”)

-

 

17.12

 

-

 

17.12

Cnova France SAS (“CNova France”)

-

 

35.73

 

-

 

35.73

Cdiscount Côte d'Ivoire SAS Ivory Coast (“CDiscount Côte”) (**)

-

 

30.32

 

-

 

-

Cdiscount Sénégal SAS (“CDiscount Sénégal”) (**)

-

 

30.32

 

-

 

-

Cdiscount Panama S.A. (“CDiscount Panama”) (**)

-

 

24.97

 

-

 

-

Cdiscount Cameroun SAS (“CDiscount Cameroun”) (**)

-

 

30.32

 

-

 

-

Ecdiscoc Comercializadora S.A.(Cdiscount Ecuador) (“Ecdiscoc Comercializadora”) (**)

-

 

24.96

 

-

 

-

Cdiscount Uruguay S.A. (“CDiscount Uruguay”) (**)

-

 

24.97

 

-

 

-

Monconerdeco.com (Cdiscount Moncorner Deco) (“Monconerdeco.com”) (**)

-

 

26.92

 

-

 

-

Cdiscount Moncorner (“CDiscount Moncorner”) (**)

-

 

35.52

 

-

 

-

3W SAS (“3W”) (**)

-

 

35.52

 

-

 

-

3W Santé SAS (“3W Santé”) (**)

-

 

32.86

 

-

 

-

 (*) Excluding  treasury shares

(**) Companies consolidated into e-commerce segment, located abroad

(***) The subsidiary Cdiscount sold 100% of its interest in the company E-trend to the controlling shareholder Casino by the amount of R$99, with net effect in income statemen t is R$2. The net sales this activity represent R$ 49 in the nine-month period ended September 30, 2015.

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

3.     Basis of consolidation Continued       

3.1.   Interest in subsidiaries and associates – Continued

 

Direct and indirect equity interests - %

 

9.30.2015

 

12.31.2014

Companies

Company

 

Indirect

interest

 

Company

 

Indirect

interest

Subsidiaries (continued)

             

Via Varejo S.A. (“Via Varejo”)

43.35

 

-

 

43.35

 

-

Indústria de Móveis Bartira Ltda. (“Bartira”)

-

 

43.35

 

-

 

43.35

VVLOG Logistica Ltda. (PontoCred Negócio de Varejo Ltda.) (“VVLOG Logística”)

-

 

43.35

 

-

 

43.35

Globex Adm e Serviços Ltda. (“Globex Adm”)

-

 

43.35

 

-

 

43.35

Lake Niassa Empreend. e Participações Ltda. (“Lake Niassa”)

-

 

43.35

 

-

 

43.35

Globex Adm. Consórcio Ltda. (“Globex Adm. Consórcio”)

-

 

43.35

 

-

 

43.35

               

Associates

             

Financeira Itaú CBD S/A Crédito, Financiamento e Investimento (“FIC”)

-

 

41.93

 

-

 

41.93

Banco Investcred Unibanco S.A. (“BINV”)

-

 

21.67

 

-

 

21.67

FIC Promotora de Vendas Ltda. (“FIC Promotora”)

-

 

41.93

 

-

 

41.93

(**) Companies consolidated into e-commerce segment, located abroad

In the individual interim financial information, equity interests are calculated considering the percentage held by CBD or its subsidiaries. In the consolidated interim financial information, the Company fully consolidates all its subsidiaries, keeping noncontrolling interests in a specific line item in shareholders’ equity.

3.2.   Associates – BINV and FIC

Investments are accounted under the equity method because these associates are entities over which the Company exercises significant influence, but not control, since (a) it is a party to the shareholders’ agreement, appointing certain officers and having veto rights in   certain relevant decisions; and (b) the power over the operating and financial decisions of BINV and FIC is held by Banco Itaú Unibanco S.A (“Itaú Unibanco”).

FIC’s summarized interim financial information is as follows:

 

FIC

 

9.30.2015

12.31.2014

 

 

Current assets

3,719

3,815

Noncurrent assets

42

35

Total assets

3,761

3,850

 

 

Current liabilities

2,688

2,963

Noncurrent liabilities

15

15

Shareholders’ equity

1,058

872

Total liabilities and shareholders’ equity

3,761

3,850

 

 

Statement of income:

9.30.2015

9.30.2014

Revenues

823

755

Operating income

291

285

Net income for the period

186

161

 

 

For the purposes of measurement of the investment in this associate, the special goodwill reserve recorded by FIC should be deducted from its shareholders’ equity, since it is Itaú Unibanco’s (controlling shareholder) exclusive right.

 

 

32

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

4.     Significant accounting policies

Except for the item mentioned below, the significant accounting policies adopted by the Company in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in Note 4 to the financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements.

4.1.   Present value adjustment of assets and liabilities

Until 2014, the Company recorded the adjustment to present value (“PVA”) over the credit card receivables without interest, even considering that receivables were not long term (in average due in 4 months) and the impacts not significant on the short term. The reversal of the adjustment recorded was made in the net sales, once the financing to clients is part of the Company´s business. In 2015, the accounting practice of recording PVA over the short-term credit card receivables was discontinued, because of its immateriality on quarterly and annual financial statements, high cost to control and consequent irrelevance for understanding Company’s operation.These balances on December 31, 2014, were R$6.

 

The long term assets and liabilities continue to be adjusted, considering the contractual cash flows and respective interest rate, implicit or explicit.

4.2.   Net investment hedge

The net investment hedges in the foreign operations are accounted similarly to the cash flow hedges. The gains or losses in the hedge instrument related to the effective portion of the hedge are recognized in other comprehensive income in the line “Reserve of Foreign Currency Translation”. The gains or losses related to the ineffective portion are recognized in the income statement.

 

The gains and losses in the hedge instrument related to the effective portion  recognized in other comprehensive income are reclassified to the income statements in the moment of the sale of the foreign operation.

5.   Adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective

With the exception of the item mentioned below, the adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective are consistent with those adopted and disclosed in note 5 to the financial statements for the year ended December 31, 2014 dated February 12, 2015, there are no significant effect to the Company. .

Except for standards “IFRS 15 – Revenue from contracts with customers” and “IFRS 16 – Leases” which impacts are under analisys by Company. In relation to IFRS 16 there are expected relevant impacts in the financial statements.

 

33

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

6.      Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

The preparation of the Company’s individual and consolidated interim financial information requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period; however, uncertainties about these assumptions and estimates may result in outcomes that require adjustments to the carrying amount of the affected asset or liability in future periods.

 

The significant assumptions and estimates for interim financial information for the nine-month period ended September 30, 2015 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements, except for the impairment test, as described in notes 15 and 16.

7.        Cash and cash equivalents

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2014, in note 7.

 

 

Parent Company

 

Consolidated

 

Rate

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

         

Cash and banks - Brazil

 

68

131

 

172

384

Cash and banks - Abroad

(*)

-

-

 

342

368

Financial investments - Brazil

(**)

1,676

2,792

 

4,781

9,761

Financial investments - Abroad

1.00%

-

-

 

119

636

   

1,744

2,923

 

5,414

11,149

 

(*)From  the total cash and banks of R$ 265, R$ 29, is deposited in Panama in United States dollars.The other part and financial investments – abroad, in euros,  are from the companies of e-commerce segment, located abroad.

(**) Financial investments as at September 30, 2015 refer substantially to repurchase agreements, yielding a weighted average rate equivalent to 101.58% of the Interbank Deposit Certificate (“CDI”) and redeemable in terms of less than 90 days as of investment date.

8.       Trade receivables

The detailed information on trade receivables was presented in the annual financial statements for 2014, in note 8.

 

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

 

Restated

Restated

Credit card companies (note 8.1)

31

57

 

1,223

191

Sales vouchers

47

75

 

185

169

Consumer finance - CDCI (note 8.2)

-

-

 

1,834

2,268

Trade receivable from cash and carry customers

-

-

 

407

316

Private label credit card

18

20

 

18

20

Receivables from related parties (note 12.2)

84

115

 

66

28

Estimated loss on doubtful accounts (note 8.3)

-

-

 

(384)

(344)

Receivables from suppliers

12

36

 

208

256

Extended Warranty

-

-

 

177

237

Other trade receivables from customers

1

2

 

20

35

Current

193

305

 

3,754

3,176

           

Consumer finance – CDCI (note 8.2)

-

-

 

99

115

Estimated losses on doubtful accounts (note 8.3)

-

-

 

(10)

(10)

Noncurrent

-

-

 

89

105

 

193

305

 

3,843

3,281

 

 

34

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

8.    Trade receivables – Continued

8.1.   Credit card companies

The Company and its subsidiaries, when deemed necessary, sell credit card receivables to banks or credit card companies in order to strengthen their working capital, without right of subrogation or related obligation.

8.2.   Consumer finance– CDCI – Via Varejo

Refers to direct consumer credit through an intervening party (CDCI), which can be paid in up to 24 installments, however, the most frequent term is less than 12 months.

Via Varejo maintains agreements with financial institutions where it is designated as the intervening party of these operations (see note 18).

8.3.   Estimated losses on doubtful accounts

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

 

 

 

Restated 

Restated 

At the beginning of the period

-

(3)

 

(354)

(239)

Loss/reversal in the period

-

3

 

(429)

(362)

Write-off of receivables

-

-

 

423

348

Corporate restructuring (*)

-

-

 

-

(83)

Exchange rate changes

-

-

 

(34)

(2)

At the end of the period

-

-

 

(394)

(338)

           

Current

-

-

 

(384)

(328)

Noncurrent

-

-

 

(10)

(10)

          (*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

Below is the aging list of consolidated gross receivables, by maturity period:

 

 

 

Past-due receivables – Consolidated

 

Total

Falling due

<30 days

30-60 days

61-90 days

>90 days

 

 

 

 

 

 

9.30.2015 - restatement

4,237

3,443

232

129

108

325

12.31.2014 - restatement

3,635

3,199

141

60

39

196

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

9.      Other receivables

The detailed information on other receivables was presented in the annual financial statements for 2014, in note 9.

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

     

 

Restated 

Restated

Receivables from sale of fixed assets

21

11

 

59

45

Supplier receivables

-

-

 

26

30

Advances to suppliers

-

-

 

-

11

Rental advances

11

14

 

12

14

Receivables from Audax

6

7

 

12

13

Amounts to be reimbursed

38

29

 

114

108

Rental receivable

57

38

 

79

51

Receivable from Paes Mendonça

-

-

 

532

532

Receivable from sale of companies

52

54

 

52

54

Other

10

4

 

124

36

 

195

157

 

1,010

894

           

Current

124

75

 

382

258

Noncurrent

71

82

 

628

636

10.    Inventories

The detailed information on inventories was presented in the annual financial statements for 2014, in note 10.

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

 

Restated

Restated

 

 

 

 

 

 

Stores

1,417

1,510

 

3,755

4,089

Distribution centers

976

987

 

4,785

4,366

Real estate inventories under construction

-

-

 

165

172

Estimated losses on obsolescence and breakage (note 10.1)

(9)

(10)

 

(88)

(91)

 

2,384

2,487

 

8,617

8,536

         

Current

2,384

2,487

 

8,617

8,364

Noncurrent

-

-

 

-

172

10.1.Estimated losses on obsolescence and breakage

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

 

 

 

Restated

 

At the beginning of the period

(10)

(12)

 

(91)

(52)

Additions

(5)

(3)

 

(48)

(17)

Write-offs / reversal

6

10

 

53

18

Corporate restructuring (*)

-

-

 

-

(7)

Exchange rate changes

-

-

 

(2)

-

At the end of the period

(9)

(5)

 

(88)

(58)

 

(*) Corporate restructuring details were presented in the interim financial information on September 30, 2014, in note 13b.

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

The noncurrent inventories amount was reclassified to current considering the delivering date of real estate (projects Thera Faria Lima Pinheiros, Figue, Classic and Carpe Diem).

11.    Recoverable taxes

The detailed information on recoverable taxes was presented in the annual financial statements for 2014, in note 11.

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

 

Restated

Restated

Current

 

 

     

State value-added tax on sales and services – ICMS (note 11.1)

63

90

 

655

590

Social Integration Program/Contribution for Social Security Financing-PIS/COFINS

6

9

 

84

54

Income tax on Financial investments

19

3

 

38

20

Income tax and Social Contribution

19

3

 

70

12

Social Security Contribution - INSS

18

-

 

36

-

Value-Added Tax - France

-

-

 

93

85

Other

-

-

 

124

46

Total current

125

105

 

1,100

807

           

Noncurrent

         

ICMS (note 11.1)

421

319

 

2,115

1,685

PIS/COFINS

-

-

 

345

308

Social Security Contribution- INSS

121

73

 

204

147

Total noncurrent

542

392

 

2,664

2,140

Total

667

497

 

3,764

2,947

 

11.1.ICMS is expected to be realized as follows:

In

Parent Company

Consolidated

 

 

Restated

Up to one year

63

655

2016

68

219

2017

69

643

2018

72

560

2019

71

372

2020

110

153

After 2021

31

168

 

484

2,770

 

Company’s management reviewed the expected future realization of ICMS using the same premises as of December 31, 2014 including changes occurred in the nine-month period ended September 30, 2015. It was not identified the need to record a provision for losses of the ICMS balances.

 

37

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties

12.1.Management and Support Commitees compensation

The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and the related support committees) recorded in the Company’s statement of income for the periods ended September 30, were as follows:

 

Base salary

 

Variable compensation

 

Stock option plan

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Board of directors (*)

3

3

 

-

-

 

-

-

 

3

3

Executive officers

18

44

 

18

15

 

4

4

 

40

63

 

21

47

 

18

15

 

4

4

 

43

66

 (*) The compensation of the Board of Directors advisory committees (Human Resources and Compensation, Audit, Finance, Sustainable Development and Corporate Governance) is included in this line.

 

 

38

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.2.Balances and transactions with related parties.

                The detailed information on related parties was presented in the annual financial statements for 2014, in note 12.

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Controlling shareholders

                                       

Casino

-

-

 

-

-

 

3

2

 

41

19

 

-

-

 

-

-

 

(68)

(18)

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(1)

(3)

Euris Societé par Actions Simplifieé

-

-

 

-

-

 

-

-

 

2

1

 

-

-

 

-

-

 

(5)

-

Subsidiaries

                                       

Novasoc Comercial

-

-

 

2

-

 

-

-

 

-

-

 

-

114

 

-

2

 

1

3

Sé Supermecados

41

52

 

-

-

 

2

3

 

1,460

1,417

 

348

215

 

4

2

 

18

6

Sendas Distribuidora

42

60

 

28

182

 

22

39

 

-

-

 

259

261

 

176

188

 

84

31

Barcelona

1

2

 

14

17

 

4

9

 

-

-

 

-

-

 

-

-

 

-

-

Via Varejo

-

-

 

1

-

 

1

2

 

215

299

 

-

-

 

-

-

 

(76)

(119)

VVLOG Logística

-

-

 

-

-

 

-

-

 

1

1

 

-

-

 

-

-

 

-

1

Nova Pontocom

-

-

 

163

123

 

-

-

 

-

2

 

-

-

 

-

-

 

33

32

Xantocarpa

-

-

 

10

1

 

1

1

 

-

-

 

-

-

 

-

-

 

-

-

GPA M&P

-

-

 

4

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

GPA Logistica

-

-

 

22

23

 

15

20

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Salim Maluf

-

-

 

5

4

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Santo André

-

-

 

2

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Império

-

-

 

4

3

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Lapa

-

-

 

2

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Ciara

-

-

 

2

2

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Bellamar

-

-

 

-

-

 

-

-

 

19

-

 

-

-

 

-

-

 

-

-

Others

-

1

 

-

-

 

-

-

 

3

1

 

-

-

 

-

-

 

-

-

Subtotal

84

115

 

259

358

 

48

76

 

1,741

1,740

 

607

590

 

180

192

 

(14)

(67)

 

 

39

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.2.Balances and transactions with related parties - Continued

 

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Associates

                                       

FIC

-

-

 

5

-

 

5

7

 

-

11

 

-

-

 

-

-

 

28

14

Other related parties

                                       

Management of Nova Pontocom

-

-

 

36

39

 

-

-

 

-

-

 

-

-

 

-

-

 

3

2

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(5)

(3)

Greenyellow do Brasil Energia e Serviços Ltda

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

2

-

Others

-

-

 

5

1

 

-

-

 

-

-

 

-

-

 

-

-

 

(3)

-

Subtotal

-

-

 

46

40

 

5

7

 

-

11

 

-

-

 

-

-

 

25

13

Total

84

115

 

305

398

 

53

83

 

1,741

1,751

 

607

590

 

180

192

 

11

(54)

 

 

40

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.2.Balances and transactions with related parties – Continued

 

 

 

Consolidated

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Controlling shareholder

                           

Casino

22

-

 

-

-

 

51

2

 

104

104

 

(87)

(18)

Distribution Casino France

16

-

 

-

-

 

37

-

 

-

-

 

54

-

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

(3)

Euris Societé par Actions Simplifieé

-

-

 

-

-

 

-

-

 

2

1

 

(5)

-

Almacenes Exito S.A. (Exito)

-

28

 

-

-

 

46

-

 

-

4

 

(35)

1

Casino subsidiaries (note 12.3)

                           

Casino France - Cash Pool

-

-

 

-

-

 

-

-

 

-

50

 

-

-

Casino Finance International S.A. (Polca Empréstimos) (i)

-

-

 

-

-

 

-

-

 

1,502

12

 

(4)

-

C´est chez vous Societé en Nom Collectif

5

-

 

-

-

 

44

26

 

-

26

 

(44)

(9)

EMC Distribution Societé par Actions Simplifiée

-

-

 

-

-

 

53

-

 

-

15

 

(129)

(14)

Easydis Societé par Actions Simplifiée

-

-

 

-

-

 

114

55

 

-

-

 

(130)

(17)

Big C Supercenter S.A.

-

-

 

-

-

 

2

-

 

30

-

 

(7)

-

Others

23

-

 

1

-

 

6

-

 

9

9

 

48

(5)

Associates

                           

FIC

-

-

 

14

8

 

6

9

 

-

14

 

19

9

Other related parties

                           

Casas Bahia Comercial Ltda

-

-

 

302

263

 

-

-

 

-

26

 

(198)

(191)

Management Nova Pontocom

-

-

 

36

38

 

-

-

 

-

-

 

3

3

Others

-

-

 

5

4

 

-

-

 

-

-

 

(18)

(8)

Total

66

28

 

358

313

 

359

92

 

1,647

261

 

(533)

(252)

 

 

41

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.3.Balances with Casino Group companies:

(i)     Polca: Casino Group entity that has a cash centralization agreement, in Euros, with Cdiscount Group entities. This balance yields EONIA (Euro Overnight Index Average), plus 0.5% per year.

 

12.4.Operation with subsidiary Via Varejo:

The Company is the guarantor of Via Varejo subsidiary in certain finance agreements, rents and in a rendering services agreement, also reimbursement of personal expenses, loan transaction and rent.

 

 

42

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

13.  Investments

 

The detailed information on investments was presented in the annual financial statements for 2014, in note 13.

13.1.Breakdown of investments

 

 

Parent Company

Sendas

Novasoc

Via Varejo

Nova Pontocom

NCB (*)

Luxco

Barcelona

Bellamar

GPA M&P

API SPE

Others

Total

(***)

Balances at 12.31.2014 - restated

2,806

1,709

144

1,862

83

507

6

690

286

178

-

17

8,288

Share of profit of associates - restated

17

92

(5)

81

(105)

(9)

-

44

61

10

-

5

191

Dividends

-

(503)

-

-

-

-

-

-

-

(76)

-

-

(579)

Stock option

-

-

-

3

-

-

-

3

-

1

-

-

7

Other transactions (**) – restated

-

-

-

(24)

(60)

-

-

-

-

-

-

(3)

(87)

Balances at 9.30.2015– restated

2,823

1,298

139

1,922

(82)

498

6

737

347

113

-

19

7,820

             

 

           

Balances at 12.31.2013 – restated

2,785

1,551

127

1,534

(27)

475

-

741

233

154

16

101

7,690

Share of profit of associates- restated

6

76

4

225

(95)

36

-

39

55

(2)

-

(3)

341

Stock option

-

-

-

-

-

-

-

1

-

-

-

-

1

Other transactions - restated

-

-

-

24

40

-

-

-

-

-

-

10

74

Balances at 9.30.2014 – restated

2,791

1,627

131

1,783

(82)

511

 

781

288

152

16

108

8,106

                             

 

(*)    In the case of NCB, the investment amount refers to the effects of the fair value measurements of the business combination of Casas Bahia occurred in 2010. For Via Varejo, the fair value effects were considered together with the accounting investment held in this subsidiary.

 

(**) Includes the effects of the exchange rate changes on translation of the foreign subsidiaries’ financial information of Nova Pontocom and Luxco.

(***) Includes the effects of the transfer to negative equity of Nova pontocom in the amount of R$ 82.

 

 

43

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

13.  Investments – Continued

13.1.Breakdown of investments – Continued

 

Consolidated

 
 

FIC

BINV

Other

Foreign entities

Total

Balances at 12.31.2014

373

21

7

-

401

Share of profit(loss) of subsidiaries and associates

85

(1)

-

-

84

Write-offs

-

-

(7)

-

(7)

Exchange rate changes

-

-

1

-

1

Balances at 9.30.2015

458

20

1

-

479

           

Balances at 12.31.2013

290

19

1

-

310

Share of profit(loss) of subsidiaries and associates

76

1

-

(1)

76

Corporate restructuring(*)

-

-

-

8

8

Others

-

-

-

(1)

(1)

Balances at 9.30.2014

366

20

1

6

393

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

14.  Business combination

The detailed information on business combination was presented in the annual financial statements for 2014, in note 14.There were no business combination for the nine-month period ended September 30, 2015.

 

 

44

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.  Property and equipment

 

Parent Company

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Balance at 9.30.2015

Land

1,213

9

-

(7)

5

1,220

Buildings

1,853

3

(45)

(1)

-

1,810

Leasehold improvements

1,635

7

(97)

(14)

207

1,738

Machinery and equipment

806

158

(108)

(8)

-

848

Facilities

161

10

(13)

(1)

7

164

Furniture and fixtures

312

71

(35)

(2)

1

347

Vehicles

17

4

(2)

(16)

-

3

Construction in progress

65

232

-

-

(221)

76

Other

38

19

(11)

-

(3)

43

Total

6,100

513

(311)

(49)

(4)

6,249

             

Finance lease

           

IT equipment

7

5

(3)

-

-

9

Buildings

18

-

(1)

-

-

17

 

25

5

(4)

-

-

26

Total

6,125

518

(315)

(49)

(4)

6,275

 

 

Parent Company

 

Balance at 12.31.2013

Additions

Depreciation

Write-offs

Transfers

Balance at 9.30.2014

Land

1,198

-

-

-

-

1,198

Buildings

1,929

2

(45)

(1)

-

1,885

Leasehold improvements

1,514

3

(82)

(7)

190

1,618

Machinery and equipment

766

119

(103)

(10)

2

774

Facilities

156

8

(12)

(2)

8

158

Furniture and fixtures

293

32

(31)

(4)

-

290

Vehicles

18

6

(4)

(4)

-

16

Construction in progress

131

128

-

(1)

(198)

60

Other

38

7

(10)

-

(2)

33

Total

6,043

305

(287)

(29)

-

6,032

             

Financel lease

           

IT equipment

12

-

(2)

-

-

10

Buildings

20

-

(1)

-

-

19

 

32

-

(3)

-

-

29

Total

6,075

305

(290)

(29)

-

6,061

 

 

45

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.  Property and equipment - Continued

 

Parent Company

 

Balance at 9.30.2015

   

Balance at 12.31.2014

 

Cost

Accumulated depreciation

Net

   

Cost

Accumulated depreciation

Net

Land

1,220

-

1,220

   

1,213

-

1,213

Buildings

2,756

(946)

1,810

   

2,754

(901)

1,853

Leasehold improvements

3,046

(1,308)

1,738

   

2,873

(1,238)

1,635

Machinery and equipment

1,922

(1,074)

848

   

1,842

(1,036)

806

Facilities

389

(225)

164

   

384

(223)

161

Furniture and fixtures

781

(434)

347

   

721

(409)

312

Vehicles

9

(6)

3

   

27

(10)

17

Construction in progress

76

-

76

   

65

-

65

Other

119

(76)

43

   

105

(67)

38

 

10,318

(4,069)

6,249

   

9,984

(3,884)

6,100

                 

Finance lease

               

IT equipment

38

(29)

9

   

32

(25)

7

Buildings

34

(17)

17

   

34

(16)

18

 

72

(46)

26

   

66

(41)

25

Total

10,390

(4,115)

6,275

   

10,050

(3,925)

6,125

 

 

46

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.  Property and equipment - Continued

 

Consolidated

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Exchange rate changes

Balance at 9.30.2015

Land

1,449

9

-

(7)

6

-

1,457

Buildings

2,047

27

(50)

(1)

-

-

2,023

Leasehold improvements

3,182

212

(176)

(27)

356

-

3,547

Machinery and equipment

1,605

276

(227)

(10)

20

2

1,666

Facilities

381

43

(32)

(1)

16

6

413

Furniture and fixtures

601

130

(66)

(5)

9

5

674

Vehicles

121

7

(9)

(33)

-

-

86

Construction in progress

166

403

-

(2)

(409)

1

159

Other

73

41

(22)

(2)

(1)

(1)

88

Total

9,625

1,148

(582)

(88)

(3)

13

10,113

             

Finance lease

             

Equipment

16

-

(2)

-

-

-

14

IT equipment

26

24

(15)

-

1

-

36

Facilities

1

-

-

-

-

-

1

Furniture and fixtures

7

-

(1)

-

-

-

6

Vehicles

1

-

-

(1)

-

-

-

Buildings

23

-

(1)

-

-

-

22

 

74

24

(19)

(1)

1

-

79

Total

9,699

1,172

(601)

(89)

(2)

13

10,192

 

 

Consolidated

   
 

Balance at 12.31.2013

Additions

Depreciation

Corporate Restructuring(*)

Write-offs

Transfers

Exchange rate changes

Balance at 9.30.2014

Land

1,412

31

-

-

-

-

-

1,443

Buildings

2,017

17

(49)

1

(1)

63

-

2,048

Leasehold improvements

2,787

166

(146)

-

(9)

212

-

3,010

Machinery and equipment

1,446

2

29

(203)

2

(16)

55

-

1,513

Facilities

326

45

(27)

15

(2)

12

-

369

Furniture and fixtures

526

72

(53)

12

(4)

(1)

1

553

Vehicles

166

10

(13)

-

(32)

-

-

131

Construction in progress

209

318

-

2

(2)

(340)

-

187

Other

67

14

(18)

-

-

(1)

-

62

Total

8,956

902

(509)

32

(66)

-

1

9,316

                 

Finance lease

               

Equipment

20

-

(2)

-

-

-

-

18

IT equipment

43

-

(13)

-

-

2

-

32

Facilities

1

-

-

-

-

-

-

1

Furniture and fixtures

8

-

(1)

-

(1)

-

-

6

Vehicles

1

-

(1)

-

-

-

-

-

Buildings

24

-

(1)

-

-

-

-

23

 

97

-

(18)

-

(1)

2

-

80

Total

9,053

902

(527)

32

(67)

2

1

9,396

 

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

 

47

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment – Continued

 

Consolidated

 

Balance at 9.30.2015

   

Balance at 12.31.2014

 

Cost

Accumulated depreciation

Net

   

Cost

Accumulated depreciation

Net

Land

1,457

-

1,457

   

1,449

-

1,449

Buildings

3,040

(1,017)

2,023

   

3,013

(966)

2,047

Leasehold improvements

5,366

(1,819)

3,547

   

4,929

(1,747)

3,182

Machinery and equipment

3,387

(1,721)

1,666

   

3,191

(1,586)

1,605

Facilities

775

(362)

413

   

722

(341)

381

Furniture and fixtures

1,304

(630)

674

   

1,171

(570)

601

Vehicles

122

(36)

86

   

179

(58)

121

Construction in progress

159

-

159

   

166

-

166

Other

207

(119)

88

   

188

(115)

73

 

15,817

(5,704)

10,113

   

15,008

(5,383)

9,625

                 

Finance lease

               

Equipment

36

(22)

14

   

36

(20)

16

IT equipment

199

(163)

36

   

174

(148)

26

Facilities

2

(1)

1

   

2

(1)

1

Furniture and fixtures

15

(9)

6

   

15

(8)

7

Vehicles

-

-

-

   

2

(1)

1

Buildings

43

(21)

22

   

44

(21)

23

 

295

(216)

79

   

273

(199)

74

Total

16,112

(5,920)

10,192

   

15,281

(5,582)

9,699

15.1.   Capitalized borrowing costs

The consolidated borrowing costs for the nine-month period ended September 30, 2015 were R$15 (R$9 for the nine-month period ended September 30, 2014). The rate used to determine the borrowing costs eligible for capitalization was 104.76% of the CDI (105 % of the CDI for the period ended September 30, 2014), corresponding to the effective interest rate on the Company’s borrowings.

15.2.   Additions to property and equipment

 

Parent Company

Consolidated

 

9.30.2015

9.30.2014

9.30.2015

9.30.2014

       

Additions

518

305

1,172

902

Finance lease

(5)

-

(24)

-

Capitalized interest

(6)

(4)

(15)

(8)

Property and equipment financing - Additions

(450)

(35)

(558)

(58)

Property and equipment financing - Payments

479

46

595

62

Total

536

312

1,170

898

15.3.   Other information

As at September 30, 2015, the Company and its subsidiaries recorded in cost of sales and services the amount of R$33 (R$30 as at September 30, 2014) in parent company and R$97 (R$77 as at September 30, 2014) in consolidated referring to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.

 

 

48

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment – Continued

15.3.Other information - continued

Considering that economic downturn appoints to non-realization of property and equipment, the Company reviewed the impairment test conducted in December 31, 2014 using current premises on September 30, 2015 base date.The Company concluded that it is not necessary to record impairment losses and for the year ending December 31, 2015, the Company’s management will conduct a new impairment tests.

16.    Intangible assets

The detailed information on intangible assets was presented in the annual financial statements for 2014, in note 16.

 

Parent company

 

Balance at 12.31.2014

Additions

Amortization

Balance at 9.30.2015

Goodwill - home appliances

179

-

-

179

Goodwill - retail

394

-

-

394

Commercial rigths - retail (note 16.5)

43

-

-

43

Software and implementation

579

84

(74)

589

Software -capital leasing

-

10

-

10

Total

1,195

94

(74)

1,215

 

 

 

Parent company

 

Balance at 12.31.2013

Additions

Amortization

Balance at 9.30.2014

Goodwill - home appliances

179

-

-

179

Goodwill - retail

355

-

-

355

Commercial rigths - retail (note 16.5)

42

1

-

43

Software and implementation

551

86

(61)

576

Total

1,127

87

(61)

1,153

 

 

 

Balance at 9.30.2015

 

Balance at 12.31.2014

 

Cost

Accumulated
amortization

Net

 

Cost

Accumulated
amortization

Net

               

Goodwill - home appliances

179

-

179

 

179

-

179

Goodwill - retail

1,113

(719)

394

 

1,113

(719)

394

Commercial rights - retail

43

-

43

 

43

-

43

Software and implementation

1,027

(438)

589

 

943

(364)

579

Software - capital leasing

10

-

10

 

-

-

-

 

2,372

(1,157)

1,215

 

2,278

(1,083)

1,195

 

 

49

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

16.    Intangible assets – Continued

 

Consolidated

 

Balance at 12.31.2014

Additions

Amortization

Write-off

Transfers

Corporate restructuring

Exchange rate changes

Balance at 9.30.2015

 

Restated

Restated

Restated

       

Restated

Goodwill - cash and carry

362

-

-

-

-

-

-

362

Goodwill - home appliances

920

-

-

-

-

-

-

920

Goodwill - retail

747

-

-

-

-

-

-

747

Goodwill - e-commerce

254

-

-

-

(3)

(96)

98

253

Brand - cash and carry

39

-

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

-

2,061

Brand - e-commerce

30

1

-

-

1

(22)

12

22

Commercial rights - home appliances

574

-

(4)

-

-

-

-

570

Commercial rights - retail

46

-

-

-

-

-

1

47

Commercial rights - cash and carry

34

-

-

-

-

-

-

34

Costumer relationship - home appliances

2

-

(1)

-

-

-

(1)

-

Lease agreement – under advantageous condition

97

-

(21)

-

-

-

-

76

Contractual rights

179

-

(23)

-

-

-

-

156

Software

965

212

(158)

(33)

57

-

65

1,108

Softwares capital leasing

91

10

(8)

-

-

-

-

93

Others

47

87

(2)

-

(57)

(8)

26

93

Total

6,448

310

(217)

(33)

(2)

(126)

201

6,581

 

(*) See note 3.1

 

 

Consolidated

 

Balance at 12.31.2013

Additions

Amortization

Write-off

Transfers

Corporate restructuring(**)

Exchange rate changes

Balance at 9.30.2014

 

Restated

Restated

Restated

 

 

 

 

Restated

Goodwill - cash and carry

362

-

-

-

-

-

-

362

Goodwill - home appliances

896

-

-

-

-

-

-

896

Goodwill - retail

747

-

-

-

-

-

-

747

Goodwill - e-commerce

-

-

-

-

-

236

5

241

Brand - cash and carry

39

-

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

-

2,061

Brand - e-commerce

-

-

-

-

-

11

-

11

Commercial rights - home appliances

576

-

(5)

-

-

-

-

571

Commercial rights - retail

43

1

-

-

1

-

-

45

Commercial rights - cash and carry

29

5

-

-

-

-

-

34

Costumer relationship - home appliances

6

-

(3)

-

-

-

-

3

Lease agreement – under advantageous condition - NCB

138

-

(31)

-

-

-

-

107

Contractual Rights

-

186

-

-

-

-

-

186

Software

693

166

(91)

(2)

1

197

4

968

Software capital leasing

77

26

(8)

-

-

-

-

95

Other

-

-

-

-

-

2

-

2

Total

5,667

384

(138)

(2)

2

446

9

6,368

 (**) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

 

50

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

16.  Intangible assets – Continued

 

Balance at 9.30.2015

 

Balance at 12.31.2014

 

Cost

Accumulated
amortization

Net

 

Cost

Accumulated
amortization

Net

 

Restated

 

Restated

             

Goodwill - cash and carry

371

(9)

362

 

371

(9)

362

Goodwill - home appliances

920

-

920

 

920

-

920

Goodwill - retail

1,848

(1,101)

747

 

1,848

(1,101)

747

Goodwill - e-commerce

253

-

253

 

254

-

254

Brand - cash and carry

39

-

39

 

39

-

39

Brand - home appliances

2,061

-

2,061

 

2,061

-

2,061

Brand - e-commerce

22

-

22

 

30

-

30

Commercial rights - home appliances

639

(69)

570

 

637

(63)

574

Commercial rights - retail

47

-

47

 

46

-

46

Commercial rights - cash and carry

34

-

34

 

34

-

34

Costumer relationship - home appliances

34

(34)

-

 

34

(32)

2

Lease agreement under advantageous condition - NCB

290

(214)

76

 

292

(195)

97

Contractual Rights

186

(30)

156

 

186

(7)

179

Software

1,891

(783)

1,108

 

1,567

(602)

965

Software capital leasing

122

(29)

93

 

112

(21)

91

Other

109

(16)

93

 

58

(11)

47

 

8,866

(2,285)

6,581

 

8,489

(2,041)

6,448

16.1.Impairment testing of goodwill and intangible assets

Goodwill and intangible assets were tested for impairment as at December 31, 2014 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended December 31, 2014 released on February 12, 2015.

 

Considering that economic downturn appoints to non-realization of goodwill, the Company reviewed the impairment test conducted on December 31, 2014 using current premises on September 30, 2015 base date. The Company concluded that it is not necessary to record impairment losses and for the year ending December 31, 2015, the Company’s management will conduct a new impairment tests.

 

16.2.Additions to intangible assets

 

Parent Company

Consolidated

 

9.30.2015

09.30.2014

9.30.2015

09.30.2014

 

 

 

Restated

       

Additions

94

87

310

384

Contractual rights

-

-

-

(186)

Finance lease

(9)

-

(10)

-

Other accounts payable

-

-

11

-

Intangible assets financing - Additions

(3)

-

(3)

-

Intangible assets financing - Payments

6

5

6

5

Total

88

92

314

203

 

51

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

17.    Trade payables

The detailed information on trade payables was presented in the annual financial statements for 2014, in note 17.

 

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

 

Restated

Restated

           

Product suppliers

2,481

3,606

 

10,140

13,476

Service suppliers

122

114

 

1,163

807

Rebates

(269)

(540)

 

(511)

(890)

 

2,334

3,180

 

10,792

13,393

 

18.    Borrowings and financing

The detailed information on borrowings and financing was presented in the annual financial statements for 2014, in note 18.

18.1.Debt breakdown

 

 

Parent Company

Consolidated

 

Average rate

9.30.2015

12.31.2014

9.30.2015

12.31.2014

           

Current

         

Debentures

         

Debentures, net (note 18.4)

 

1,276

2,052

1,276

2,672

           

Borrowings and financing

         

Local currency

         

BNDES (note 18.5)

TJLP(*) + 3.60 per year

82

82

82

89

BNDES (note 18.5)

3.69% per year

9

8

15

14

IBM

CDI(**) - 0.71% per year

-

-

39

34

Working capital

102.48% of CDI

108

481

107

753

Working capital

14.58% per year

-

213

2,154

2,953

Working capital

TR(***) + 9.91% per year

-

-

4

-

Sale of receivables

109.00% of CDI

-

-

21

-

Finance lease

 

30

25

43

34

Swap contracts (note 18.6)

102.00% of CDI

-

(12)

-

(12)

Borrowing cost

 

(2)

(2)

(3)

(3)

   

227

795

2,462

3,862

Foreign currency

         

Working capital (i)

USD + 1.76% per year

284

43

705

56

Swap contracts (note 18.6)

102.49% of CDI

(110)

5

(196)

4

Borrowing cost

 

-

-

-

-

   

174

48

509

60

Total current

 

1,677

2,895

4,247

6,594

 

 

52

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

18.    Borrowings and financing – Continued

18.1.     Debt breakdown – Continued

 

 

Parent Company

Consolidated

Noncurrent

Weighted average rate

9.30.2015

12.31.2014

9.30.2015

12.31.2014

         

Debentures

         

Debentures, net (note 18.4)

 

897

896

897

896

           

Borrowings and financing

         

Local currency

         

BNDES (note 18.5)

TJLP(*) + 3.60 per year

20

82

20

82

BNDES (note 18.5)

2.92% per year

10

14

56

57

IBM

CDI(**) - 0.71% per year

-

-

53

74

Working capital (i)

13.88% per year

-

-

122

136

Working capital (i)

106.29% of CDI

947

874

1,093

1,006

Working capital (i)

TR(***) + 9.92 % per year

-

-

128

21

Finance lease

(note 24)

122

131

230

229

Swap contracts

101.26% of CDI

-

-

1

-

Borrowing cost

 

(3)

(5)

(7)

(6)

   

1,096

1,096

1,696

1,599

Foreign currency

         

Working capital (i)

USD + 1.89% per year

1,609

669

2,288

669

Swap contracts (note 18.6)

102.08% of CDI

(355)

(30)

(492)

(30)

   

1,254

639

1,796

639

Total noncurrent

 

3,247

2,631

4,389

3,134

(*) Long-term interest rate – TJLP; (**) Interbank deposit certificate – CDI and (***) Benchmark reference rate - TR

18.2.     Changes in borrowings

 

Parent Company

 

Consolidated

At December 31, 2014

5,526

 

9,728

Additions - working capital

740

 

4,624

Additions - finance lease

14

 

35

Accrued interest

404

 

726

Accrued swap

(432)

 

(667)

Mark-to-market

(3)

 

(3)

Monetary and exchange rate changes

508

 

795

Borrowing cost

4

 

1

Interest paid

(413)

 

(768)

Payments

(1,373)

 

(5,768)

Swap paid

(51)

 

(67)

At September 30, 2015

4,924

 

8,636

 

Parent Company

 

Consolidated

At December 31, 2013

5,116

 

9,493

Additions - working capital

1,279

 

4,960

Accrued interest

327

 

665

Accrued swap

19

 

18

Mark-to-market

(1)

 

(1)

Monetary and exchange rate changes

4

 

7

Borrowing cost

7

 

8

Interest paid

(480)

 

(784)

Payments

(1,033)

 

(4,915)

Swap paid

65

 

65

Corporate restructuring(*)

-

 

45

At September 30, 2014

5,303

 

9,561

 

 

53

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

18.  Borrowings and financing – Continued

18.3.Maturity schedule of borrowings and financing recorded in noncurrent liabilities

Year

Parent Company

 

Consolidated

2016

480

 

864

2017

1,583

 

2,062

2018

673

 

720

After 2019

517

 

753

Subtotal

3,253

 

4,399

     

Borrowing costs

(6)

 

(10)

Total

3,247

 

4,389

 

 

54

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

18.  Borrowings and financing – Continued

18.4.Debentures

 

 

 

 

 

Date

 

 

Parent Company

Consolidated

 

Type

Issue amount

Outstanding debentures

Issue

Maturity

Annual financial charges

Unit price

9.30.2015

12.31.2014

9.30.2015

12.31.2014

Parent Company

           

 

 

 

 

 

10th Issue – 1st series - CBD

No preference

800,000

-

12/29/11

6/29/15

108.5% of CDI

-

-

801

-

801

11th Issue – CBD

No preference

1,200,000

120,000

5/2/12

11/2/15

CDI + 1%

10,594

1,271

1,223

1,271

1,223

12th Issue – CBD

No preference

900,000

900,000

9/12/14

9/12/19

107.00% of CDI

1,007

906

930

906

930

                       

Subsidiaries

                     

3rd Issue – 1st Series – Via Varejo

No preference

400,000

-

1/30/12

7/30/15

CDI + 1%

-

-

-

-

420

1st Issue – 2nd Series – Via Varejo

No preference

200,000

-

6/29/12

1/29/15

CDI + 0.72%

-

-

-

-

200

                     

Borrowing cost

             

(4)

(6)

(4)

(6)

Parent company/Consolidated – current and noncurrent

             

2,173

2,948

2,173

3,568

Current liabilities

             

1,276

2,052

1,276

2,672

Noncurrent liabilities

             

897

896

897

896

 

 

55

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

18.  Borrowings and financing – Continued

18.5   Guarantees

The Company signed promissory notes and letters of guarantee as collateral for borrowings and financing with BNDES.

18.6   Swap contracts

The Company and its Brazilian subsidiaries use swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal. The weighted average annual rate of CDI in 2015 was 12.58% (10.33% in 2014).

18.7   Credit facilities

The Company and subsidiaries entered into credit facility agreements, not used, in the amount of R$1,350. These agreements were entered into under market conditions and are effective for 2016 and 2017.

 

 

56

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments

The detailed information on financial instruments was presented in the annual financial statements for 2014, in note 19.

 

The main financial instruments and their carrying amounts in the interim financial information, by category, are as follows:

 

 

Parent Company

Consolidated

 

Carrying amount

Carrying amount

 

9.30.2015

12.31.2014

9.30.2015

12.31.2014

Financial assets:

 

 

Restated

Restated

Loans and receivables (including cash)

       

Cash and cash equivalents

1,744

2,923

5,414

11,149

Trade receivables and other receivables

388

462

4,923

4,175

Related parties - assets (*)

305

398

358

313

Financial liabilities:

       

Other financial liabilities - amortized cost

       

Related parties - liabilities (*)

(1,741)

(1,751)

(1,647)

(261)

Trade payables

(2,334)

(3,180)

(10,792)

(13,393)

Financing for purchase of assets

(55)

(88)

(68)

(107)

Acquisition of noncontrolling interest

-

-

(71)

(130)

Debentures

(2,173)

(2,948)

(2,173)

(3,568)

Borrowings and financing

(1,322)

(1,691)

(4,025)

(5,241)

Fair value through profit or loss

 

 

 

 

Borrowings and financing, including derivatives

(1,429)

(887)

(2,438)

(919)

Net exposure

(6,617)

(6,762)

(10,589)

(7,982)

 

(*)Transactions with related parties refer mainly to transactions between the Company and its subsidiaries and other related entities and were substantially accounted for in accordance with the prices, terms and conditions agreed between the parties.

The fair value of other financial instruments detailed in table above approximates the carrying amount based on the existing terms and conditions. The financial instruments measured at amortized cost, the related fair values of which differ from the carrying amounts, are disclosed in note 19.3.

 

 

57

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

19.1.        Considerations on risk factors that may affect the business of the Company and its subsidiaries:

 

(i)       Capital risk management

The main objective of the Company’s capital management is to ensure that the Company sustains its credit rating and a well-defined equity ratio, in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments taking into account changes in the economic conditions.

There were no changes as to objectives, policies or processes during the nine-month period ended September 30, 2015.

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

Cash and cash equivalents

1,744

2,923

 

5,414

11,149

Borrowings and financing

(4,924)

(5,526)

 

(8,636)

(9,728)

Other related parties liabilities (note12.2) (*)

-

-

 

(1,502)

(12)

                              (*) Represents loans of Cdiscount with Casino Finance International S.A (“Polca”)

(ii)      Liquidity risk management

The Company manages liquidity risk through the daily follow-up of cash flows, control of maturities of financial assets and liabilities, and a close relationship with the main financial institutions.

The table below summarizes the aging profile of the Company’s financial liabilities as at September 30, 2015 and December 31, 2014.

19.1.1.     Parent Company

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

527

2,955

10

3,492

Debentures

1,425

1,266

-

2,691

Derivatives

32

(303)

-

(271)

Finance lease

36

106

27

169

Trade payables

2,334

-

-

2,334

Total

4,354

4,024

37

8,415

 

 

58

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

19.1.Considerations on risk factors that may affect the business of the Company and its subsidiaries – Continued

 

 (ii)   Liquidity management risk – Continued

19.1.2.     Consolidated - restated

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

3,283

4,155

93

7,531

Debentures

1,425

1,266

-

2,691

Derivatives

45

(409)

11

(353)

Finance lease

60

201

74

335

Trade payables

10,792

-

-

10,792

Sale of receivables

21

-

-

21

Total

15,626

5,213

178

21,017

 

(iii)     Derivative financial instruments

 

 

 

Consolidated

   

Notional value

 

Fair value

   

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

Fair value hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

2,502

842

 

3,098

959

             

Long position (buy)

           

Prefixed rate

TR+9.92% per year

127

151

 

107

234

US$ + fixed

1.83% per year

2,375

691

 

3,004

732

   

2,502

842

 

3,111

966

Short position (sell)

           
 

101.98% per year

(2,502)

(842)

 

(2,424)

(928)

Net hedge position

 

-

-

 

687

38

 

Realized and unrealized gains and losses on these contracts during the nine-month period ended September 30, 2015 are recorded in financial income (expenses), net and the balance payable at fair value is R$687 (R$38 as at December 31, 2014), recorded in line item  “Borrowings and financing”.

The effects of the fair value hedge recorded in the statement of income for the period ended September 30, 2015 were a gain of R$575 in cost debt line in financial result(loss of R$20 as at September 30, 2014).

 

59

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments – Continued

19.2.Sensitivity analysis of financial instruments

The Company discloses the net exposure of the derivative financial instruments, for each of the scenarios mentioned.

For the probable scenario, the weighted average exchange rate was R$4,48 on the due date, and the weighted interest rate was 10.29% per year. The sources used are the same as those of the annual financial statements for 2014.

 

(i)        Other financial instruments

 

Operations

Risk (CDI increase)

Balance at 09.30.2015

Scenario I

 

Scenario II

 

Scenario III

   

 

 

 

 

 

 

Fair value hedge (fixed rate)

101.26% of CDI

(107)

(158)

 

(163)

 

(168)

Fair value hedge (exchange rate)

102.94% of CDI

(2,317)

(2,768)

 

(2,847)

 

(2,980)

Debentures

CDI + 1%

(1,271)

(1,288)

 

(1,292)

 

(1,295)

Debentures

107% of CDI

(906)

(1,052)

 

(1,088)

 

(1,124)

Bank loans - CBD

105.95% of CDI

(1,053)

(1,212)

 

(1,252)

 

(1,292)

Leases

100.19% of CDI

(92)

(107)

 

(110)

 

(114)

Leases

95.31% of CDI

(24)

(28)

 

(29)

 

(29)

Bank loans- Via Varejo

CDI - 0.71%

(92)

(105)

 

(108)

 

(112)

Bank loans - Barcelona

108 % of CDI

(147)

(170)

 

(176)

 

(184)

Total borrowings and financing exposure

 

(6,009)

(6,888)

 

(7,065)

 

(7,298)

               

Cash and cash equivalents (*)

101.58% of CDI (*)

4,781

5,537

 

5,726

 

5,915

Net exposure

 

(1,228)

(1,351)

 

(1,339)

 

(1,383)

Net effect - gain (loss)

 

 

(123)

 

(111)

 

(155)

(*) weighted average

             

 

The Company has a net exposure of US$ 106 million american dollars (between trade payables and financial investments abroad) and investments in subsidiaries abroad amounting to 2 million euros. Company’s management did not prepared sensitivity analysis  related to Exchange variation exposure because the amount  is not considered relevant.

In addition, Company has a borrowing of R$ 1,502 with Casino’s group company Polca, this balance yelds EONIA  + 0.5 per year. Considering that part of that interest rate is post-fixed and not representative, Company is not exposed to relevant variation of this interest rate.

 

60

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

19.2.Sensitivity analysis of financial instruments - Continued

(ii)       Investment hedge in foreign operation

 

For this type of hedge the effective portion on market value changes attributed to exchange currency risks is recognized and other comprehensive income, as the ineffective portion is recognized directly in the net income for the period. Accumulated gains or losses are reclassified to net income when an investment loss or write-off is recorded. Company designates the hedge in 30-days periods, in which the amount of the risk covered was R$ 42 on September 30, 2015.In addition, the effects recognized in equity as resulting from the instrument amounts to R$ 1.

19.3.Fair value measurements

The Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair value of which differ from the carrying amount, in accordance with CPC 46 (“IFRS13”), which refer to the concepts of measurement and disclosure requirements.

The fair values of cash and cash equivalents, trade receivables, short and long-term debt and trade payables are equivalent to their carrying amounts.

The table below presents the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at amortized cost, the fair value of which is disclosed in the financial statements:

 

Carrying amount at 9.30.2015

Fair value at 9.30.2015

Fair value measurement at the end of the reporting period using other significant observable assumptions

Financial instruments at fair value through profit (loss)

     

Cross-currency interest rate swaps

552

552

level 2

Interest rate swaps

(1)

(1)

-

Borrowings and financing (fair value)

(2,989)

(2,989)

level 2

 

 

 

 

Financial instruments at amortized cost, in which the fair value is disclosed

 

 

 

Borrowings and financing (amortized cost)

(6,198)

(6,453)

level 2

Total

(8,636)

(8,891)

 

There were no changes between the fair value measurements levels in the nine-month period ended September 30, 2015.

·         Cross-currency and interest rate swaps and borrowings and financing are classified in level 2 since the fair value of such financial instruments was determined based on readily observable market inputs, such as expected interest rate and current and future foreign exchange rate.

 

61

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

19.4.Consolidated position of derivative transactions

The consolidated position of outstanding derivative transactions is presented in the table below:

 

Outstanding

       

Amount payable or receivable

Fair value

Description

Counterparties

Notional value

Contracting date

Maturity

9.30.2015

12.31.2014

9.30.2015

12.31.2014

Exchange swaps

               

registered with CETIP

               

(US$ x CDI)

               
 

Banco Tokyo

US$ 75

1/14/2014

1/10/2017

115

16

103

11

 

Banco JP Morgan

US$ 50

3/19/2014

3/21/2016

80

14

79

11

 

Citibank

US$ 16

10/14/2014

10/14/2015

24

3

24

2

 

Mizuho

US$ 50

10/31/2014

10/31/2017

74

8

62

4

 

Citibank

US$ 85

11/21/2014

11/21/2016

115

3

102

(4)

 

Citibank

US$ 5

10/14/2014

10/14/2015

8

1

8

1

 

Banco Tokyo

US$ 75

1/2/2015

12/29/2016

101

-

87

-

 

Citibank

US$ 5

1/28/2015

1/28/2016

7

-

7

-

 

HSBC

US$ 100

2/25/2015

11/25/2016

107

-

90

-

 

Bradesco

US$ 100

4/27/2015

4/27/2016

81

-

78

-

 

Citibank

US$ 50

4/10/2015

4/10/2017

41

-

30

-

 

Citibank

US$ 30

4/14/2015

4/17/2017

24

-

18

-

 

Banco Tokyo

US$ 50

7/31/2015

7/31/2017

29

-

19

-

 

Bank of America

US$ 40

9/14/2015

9/14/2017

2

-

(7)

-

 

Scotiabank

US$ 50

9/30/2015

9/29/2017

(3)

-

(11)

-

Interest rate swap

               

registered with CETIP

               

(fixed rate x CDI)

               
 

Banco do Brasil

R$ 130

6/28/2010

6/2/2015

-

13

-

12

 

Itaú BBA

R$ 21

11/11/2014

11/5/2026

-

1

(1)

1

 

Itaú BBA

R$ 54

1/14/2015

1/5/2027

(1)

-

(1)

-

 

Itaú BBA

R$ 52

5/26/2015

5/5/2027

(1)

-

-

-

         

803

59

687

38

 (*) Clearinghouse for the Custody and Financial Settlement of Securities

 

62

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

20.     Taxes and contributions payable and taxes payable in installments

The detailed information on taxes and contributions payable and taxes payable in installments was presented in the annual financial statements for 2014, in note 20.

20.1.   Taxes and contributions payable and taxes payable in installments

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

PIS and COFINS

3

31

 

391

360

Provision for income tax and social contribution

19

48

 

69

161

ICMS

19

23

 

94

153

Others

2

6

 

135

118

 

43

108

 

689

792

   

 

 

 

 

Taxes payable in installments - Law 11,941/09

650

680

 

650

680

Others

9

12

 

9

12

 

659

692

 

659

692

           

Current

122

183

 

768

867

Noncurrent

580

617

 

580

617

20.2.   Maturity schedule of taxes payable in installments in noncurrent liabilities:

In

Parent Company and

Consolidated

 

2016

19

2017

78

2018

75

2019

74

After 2020

334

Total

580

 

 

63

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

21.    Income tax and social contribution

The detailed information on income tax and social contribution was presented in the annual financial statements for 2014, in note 21.

21.1.        Income and social contribution tax expense reconciliation

 

Parent Company

 

Consolidated

 

9.30.2015

09.30.2014

 

9.30.2015

09.30.2014

 

Restated

Restated

 

Restated

Restated

Profit before income tax and social contribution

275

791

 

209

1,403

Income tax and social contribution at the nominal rate of 25% for the Company and 34% for subsidiaries

(69)

(197)

 

(83)

(415)

Deferred income tax over carrying amount not recognized

-

-

 

(71)

(55)

Tax penalties

(2)

(3)

 

(3)

(6)

Share of profit of subsidiaries and associates

48

85

 

29

23

Effect of tax rates in foreign entities

-

-

 

14

-

Other permanent differences (nondeductible)

(4)

6

 

14

(24)

Effective income tax and social contribution

(27)

(109)

 

(100)

(477)

           

Income tax and social contribution for the period:

         

Current

2

(59)

 

(88)

(300)

Deferred

(29)

(50)

 

(12)

(177)

Deferred income tax and social contribution expense

(27)

(109)

 

(100)

(477)

Effective rate

9.82%

13.78%

 

47.85%

34.00%

 CBD does not pay social contribution based on a final and unappealable court decision in the past; therefore its nominal rate is 25%.

21.2.        Breakdown of deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

Tax losses

111

-

 

589

354

Provision for risks

182

156

 

407

346

Provision for derivative transactions taxed on a cash basis

(127)

(5)

 

(120)

(10)

Estimated loss on doubtful accounts

2

1

 

94

94

Provision for current expenses

2

3

 

25

63

Goodwill tax amortization

(5)

16

 

(572)

(469)

Present value adjustment

1

1

 

(5)

(6)

Lease adjustment

6

8

 

(114)

(95)

Mark-to-market adjustment

(1)

(2)

 

(1)

(2)

Fair value of assets acquired in business combination

-

-

 

(792)

(790)

Technological innovation – future realization

(19)

(21)

 

(19)

(21)

Depreciation of fixed assets as per tax rates

(134)

(114)

 

(146)

(124)

Other

10

13

 

27

18

Deferred income tax and social contribution

28

56

 

(627)

(642)

           

Noncurrent assets

28

56

 

568

491

Noncurrent liabilities

-

-

 

(1,195)

(1,133)

Deferred income tax and social contribution

28

56

 

(627)

(642)

 

64

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

21.  Income tax and social contribution – Continued

21.2.Breakdown of deferred income tax and social contribution – Continued

The Company estimates to recover these deferred tax assets as follows:

Year

Parent Company

Consolidated

 

 

 

2016

17

119

2017

3

286

2018

4

43

2019

4

46

2020

-

23

After 2020

-

51

 

28

568

 

 

21.3.Changes in deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

At the beginning of the period

56

121

 

(642)

(110)

Expense for the period

(29)

(50)

 

(12)

(177)

Payment of installments and other tax obligations

-

-

 

-

(27)

Corporate restructuring(*)

-

-

 

-

42

Exchange rate changes

-

-

 

46

-

Other

1

-

 

(19)

4

At the end of the period

28

71

 

(627)

(268)

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

22.  Acquisition of companies

The detailed information on acquisition of companies was presented in the annual financial statements for 2014, in note 22.

 

 

Consolidated

 

9.30.2015

12.31.2014

 

 

Acquisition of interest in Assaí

7

6

Acquisition of interest in Sendas

64

124

 

71

130

 

 

Current liabilities

71

73

Noncurrent liabilities

-

57

 

 

 

 

65

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks

The provision for risks is estimated by the Company’s management, supported by its legal counsel. The provision was recognized in an amount considered sufficient to cover probable losses.

23.1.Parent Company

 

PIS/COFINS

Tax and others

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2014

40

190

168

72

13

483

       

 

 

Additions

-

9

17

11

14

51

Payments

-

-

(12)

(5)

(5)

(22)

Reversals

-

(27)

(6)

(22)

(10)

(65)

Inflation adjustment

2

15

20

12

3

52

Balance at September 30, 2015

42

187

187

68

15

499

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Total

Balance at December 31, 2013

209

67

149

71

496

         

Additions

35

6

22

18

81

Payments

-

(4)

(18)

(4)

(26)

Reversals

(7)

(2)

(3)

(11)

(23)

Inflation adjustment

7

4

11

11

33

Payment of installments

(206)

-

-

-

(206)

Balance at September 30, 2014

38

71

161

85

355

23.2.Consolidated

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2014

79

510

521

199

35

1,344

 

 

 

 

 

 

 

Additions

9

16

161

191

19

396

Payments

-

-

(105)

(105)

(7)

(217)

Reversals

(8)

(129)

(9)

(104)

(18)

(268)

Inflation adjustment

5

25

53

41

4

128

Transfers

-

(8)

1

7

-

-

Exchange rates changes

-

4

1

7

-

12

Balance at September 30, 2015

85

418

623

236

33

1,395

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Total

Balance at December 31, 2013

272

403

297

175

1,147

         

Additions

48

10

238

125

421

Payments

-

(4)

(51)

(28)

(83)

Reversals

(7)

(2)

(57)

(81)

(147)

Inflation adjustment

10

12

42

37

101

Transfers

-

-

-

2

2

Payment of installments

(211)

(85)

-

-

(296)

Corporate reorganization (*)

-

6

-

3

9

Balance at September 30, 2014

112

340

469

233

1,154

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.3.Tax

As per prevailing legislation, tax claims are subject to monetary indexation, which refers to an adjustment to the provision for tax risks according to the indexation rates used by each tax jurisdiction. In all cases, both the interest charges and fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.

The main provisioned tax claims are as follows:

23.3.1.     COFINS and PIS

Since the noncumulative regime to calculate PIS and COFINS has been used, the Company and its subsidiaries have challenged the right to deduct ICMS from the base of these two contributions and other less important matters. The amount accrued as at September 30, 2015 is R$ 85 (R$ 72 as at December 31, 2014).

23.3.2.     Tax

The Company and its subsidiaries have other tax claims, which after analysis by its legal counsel, were considered as probable losses and accrued by the Company. These refer to: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) challenge on the non-application of the Accident Prevention Factor - FAP for 2011; (iii) challenge on the Poverty Fighting Fund established by the Rio de Janeiro State Government; (iv) challenges on purchases from suppliers considered not qualified in the State Finance Department registry, error in application of rate and accessory  obligations by State tax authorities; and (v) other less relevant issues.

The amount accrued for these matters as at September 30, 2015 is R$119 (R$108 as at December 31, 2014).

ICMS

The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basked of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided that it would be an appropriate procedure to record a provision for this matter amounting to R$ 128 as at September 30, 2015 (R$147 as at December 31, 2014) since this claim is considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.

23.3.3.     Supplementary Law 110/2001

The Company claims in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount as at September 30, 2015 is R$60 (R$48 as at December 31, 2014).

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.1.Tax – Continued

23.3.4.     Others contingent tax liabilities - Cdiscount

There were consolidated provisions for contingent tax liabilities from foreign e-commerce entities. As at September 30, 2015 the contingent tax liabilities amount to R$14 (R$20 as at December 31, 2014).

 

23.3.5.     Others contingent tax liabilities - Via Varejo

Provisions for contingent tax liabilities were recorded as a result of the business combination with Via Varejo, as required by CPC 15 (IFRS 3). As at September 30, 2015, the recorded amount related to contingent tax liabilities is R$91 (R$87 as at December 31, 2014).

 

These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.

23.3.6.     Others contingent tax liabilities - Bartira

In line with the business combination of Bartira in 2013, contingent tax liabilities were recorded. The main matter refers to possible failure in supporting documentation of transactions, totaling R$106 in income tax, social contribution, PIS, COFINS and ICMS, of which R$100 are related to risks that expired in the first half year of 2015, being this amount written-off  and recognize in “other Income/Expenses” in the statement of Income.

 

On September 30, 2015 the total contingent liabilities amounts to R$18, of which R$6 of tax and R$12 of labor contingencies, (R$118 at December 31, 2014).

 

23.3.7.     Others contingent tax liabilities - REFIS (tax debt refinancing program)

Law 12,996/2014 amended by Provisional Act - MP 651, introduced interest and penalties reduction benefits for cash payments and payments in installments of federal debts. The Company considered an appropriate procedure to enroll in the REFIS program to settle part of its debts, utilizing also part of the tax losses for payment of the debt balance.

23.4.Labor

The Company and subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At September 30, 2015, the Company recorded a provision amount of R$623 (R$521 as at December 31, 2014) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed.

23.5.Civil and others

The Company and its subsidiaries are parties to civil lawsuits at several court levels (indemnities and collections, among others) and at different courts. The Company’s management records provisions in amounts considered sufficient to cover unfavorable court decisions, when its legal counsel considers the loss as probable.

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.5.Civil and others – Continued

 

Among these lawsuits, we point out the following:

·      The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the entity. As at September 30, 2015, the amount accrued for these lawsuits is R$38 (R$55 as at December 31, 2014), for which there are no escrow deposits.

·         Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which Consumer Protection Agencies ( Procon ) , National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities. Company supported by its legal counsel, revises that claims, recording a provision according to probable cash expending and estimative of loss . On September 2015 the amounting of this provision is R$ 33 (R$35 on December 31,2014)

·The subsidiary Via Varejo is a party to lawsuits involving consumer relationship rights (civil actions and assessments from PROCON) and lawsuits involving contracts terminated with suppliers and the amount claimed in these lawsuits totals R$81 as at September 30, 2015 (R$86 as at December 31, 2014).

 

Total civil lawsuits and others as at September 30, 2015 amount to R$261 (R$234 as at December 31, 2014).

23.6.Other non-accrued contingent liabilities

The Company has other litigations which have been analyzed by the legal counsel and considered as possible, not probable, loss, and which therefore have not been accrued, amounting to R$10,777 as at September 30, 2015 (R$8,552 as at December 31, 2014), related mainly to:

·       INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$398 as at September 30, 2015 (R$318 as at December 31, 2014). The lawsuits are under administrative and court discussions.

·       IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income,  ILL – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. The lawsuits await administrative and court ruling. The amount involved is R$1,739 as at September 30, 2015 (R$1,368 as at December 31, 2014).

Among those claims, there are some related to challenges of differences in the payment of income tax, supposedly due under the allegation that there was undue deduction of goodwill amortization resulting from transactions between shareholders Casino and Abilio Diniz in relation to years 2007-2011. The amount involved (and included in the paragraph above) is R$744 as at September 30, 2015 (R$ 692 as at December 31, 2014), partly classified as possible loss and partly classified as remote loss.

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.6.Other non-accrued contingent liabilities – Continued

·       COFINS, PIS, provisional contribution on financial transactions – CPMF and IPI – the Company has been challenged about offsets of COFINS and PIS against IPI credits – inputs subject to zero rate or exempt – acquired from third parties with a final and unappealable decision, other requests for offset, collection of taxes on soybean export operations, tax payment divergences and overpayments; fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products, among other less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$1,524 as at September 30, 2015 (R$921 as at December 31, 2014).

·       ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Department registry; (iii) refund of tax replacement without proper compliance with accessory obligations introduced by CAT Administrative Rule 17 of the State of São Paulo; (iv) levied on its own operation of merchandise purchase (own ICMS)) – article 271 of ICMS by-law; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (vii) among other matters. The total amount of these assessments is R$5,955 as at September 30, 2015 (R$5,087 as at December 31, 2014), which await a final decision at the administrative and court levels.

·          Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), Fees, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS – reimbursement of advertising expenses and sundry taxes, in the amount of R$401 as at September 30, 2015 (R$353 as at December 31, 2014), which await decision at the administrative and court levels.

·          Other litigationsthese refer to administrative proceedings and lawsuits in which the Company pleads the renewal of rental agreements and setting of rents according to market values and actions in the civil court, special civil court, Consumer Protection Agency  - PROCON (in many States), Institute of Weights and Measure - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, among others, amounting to R$760 as at September 30, 2015 (R$505 as at December 31, 2014).

The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at September 30, 2015 the estimated amount, in case of success in all lawsuits, is approximately R$87 (R$122 as at December 31,2014).

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.7.Restricted deposits for legal proceedings

The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court restricted deposits in the corresponding amounts, as well as escrow deposits related to the provision for legal proceedings.

The Company has recorded restricted deposits in the assets.

           
 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

Tax

98

61

 

209

163

Labor

346

332

 

734

618

Civil and other

22

17

 

46

44

Regulatory

11

10

 

34

32

Total

477

420

 

1,023

857

 

23.8.Guarantees

Lawsuits

Real estate

Equipment

Guarantee

Total

 

 

 

 

 

Tax

853

-

7,355

8,208

Labor

7

3

53

63

Civil and other

-

1

310

311

Regulatory

10

-

7

17

Total

870

4

7,725

8,599

 

The cost of guarantees is approximately 0.98% per year of the amount of the lawsuits and is recorded as expense.

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

24.    Leasing transactions

24.1.     Operating lease

(i)        Non-cancelable minimum payments

 

Consolidated

 

9.30.2015

 

Minimum rental payment:

 

Up to 1 year

24

1 to 5 years

101

Over 5 years

80

 

205

Refer to non-cancellable rental agreements through the due dates. The operating leasing agreements vary from 5 to 20 years and the table above presents the non-cancelable agreements. There are other operating lease agreements that GPA management considers as cancelable, recording the related expenses in the statement of income. The total expense recorded as “noncontingent payments” related to operating lease agreements is presented in item (iii) below.

(ii)       Minimum rental payments on the agreement termination date

The Company analyzed and concluded that the rental agreements are cancelable over their duration. In case of termination, minimum payments will be due  as a termination fee, which can vary from 1 to 12 months of rental or a fixed percentage of the contractual balance.

 

Parent Company

 

Consolidated

 

9.30.2015

 

9.30.2015

Minimum rental payments

     

Minimum payments on the termination date

265

 

712

 Total

265

 

712

(iii)       Contingent payments

Management considers the payment of additional rents as contingent payments, which vary between 0.5% and 2.5% of sales.

 

Parent Company

 

Consolidated

Expenses (income) for the period:

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

Contingent payments

267

266

 

498

450

Noncontingent payments

131

107

 

684

686

Subleases (*)

(82)

(95)

 

(108)

(121)

(*) Refers to lease agreements receivable from commercial shopping malls.

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

24.    Leasing transactions – Continued

24.2.  Finance lease

Finance lease agreements amounted to R$335 as at September 30, 2015 (R$323 as at December 31, 2014), as shown in the table below:

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

Finance lease liability –minimum rental payments:

         

Up to 1 year

30

25

 

43

34

1 - 5 years

96

87

 

161

133

Over 5 years

26

44

 

69

96

Present value of finance lease agreements

152

156

 

273

263

           

Future finance charges

17

15

 

62

60

Gross amount of finance lease agreements

169

171

 

335

323

25.    Deferred revenue

The Company and its subsidiary Via Varejo received in advance amounts from business partners on exclusivity in the intermediation of additional or extended warranties services, and the subsidiary Barcelona received in advance amounts for the rental of back lights for exhibition of products from its suppliers.

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

       

Restated

Restated

Additional or extended warranties

38

48

 

796

859

Bradesco agreement

-

-

 

17

25

Swap agreement

-

-

 

67

70

Investments in media

7

21

 

8

48

Services rendering agreement - Allpark

16

-

 

16

-

Back lights

-

-

 

11

28

Spread BCA - Customers base exclusivity (5 years)

-

-

 

23

10

Tax credit research

-

-

 

2

2

Others

-

-

 

19

4

 

61

69

 

959

1,046

           

Current

32

4

 

306

212

Noncurrent

29

65

 

653

834

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.    Shareholders’ equity

 

The detailed information on shareholders’ equity was presented in the annual financial statements for  2014, in note 26.

26.1.Capital stock

The subscribed and paid-up capital as at September 30, 2015 is represented by 265,697 (265,283 as at December 31, 2014) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at September 30,2015 (99,680 as at December 31, 2014) and 166,017 in thousands of preferred shares as at September 30, 2015 (165,603 as at December 31, 2014).

The Company is authorized to increase its capital stock up to the limit of 400,000 (in thousands of shares), regardless of any amendment to the Company’s Bylaws, upon resolution of the Board of Directors, which will establish the issue conditions.

·         At the Board of Directors’ Meetings held on February 12,2015, March 20, 2015, May 7,2015 and July 28,2015, the capital was increased by R$14 through  the issue of 413(in thousands of shares) preferred shares.

26.2.Stock option plan for preferred shares

Information on the stock option plans is summarized below:

 

 

Price

Lot of shares

Series granted

Grant date

1st date of exercise

2nd date of exercise and expiration

At the grant date

End of the year

Number of shares granted
(in thousands

Exercised

Not exercised by dismissal

Total in effect

Balance at September 30, 2015

 

 

 

 

 

 

Series A5 - Gold

5/31/2011

5/31/2014

5/31/2015

0.01

0.01

299

(285)

(14)

-

Series A5 - Silver

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(285)

(14)

-

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(489)

(36)

1

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(487)

(36)

3

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(172)

(32)

154

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80.00

80.00

358

(172)

(31)

155

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(15)

(53)

171

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(11)

(62)

166

Series B2

5/29/2015

6/1/2018

11/30/2018

0.01

0.01

337

(5)

(13)

319

Series C2

5/29/2015

6/1/2018

11/30/2018

77.27

77.27

337

-

(20)

317

 

 

 

 

 

 

3,518

(1,921)

(311)

1,286

 

 

 

Price

Lot of shares

Series granted

Grant date

1st date of exercise

2nd date of exercise and expiration

At the grant date

End of the year

Number of shares granted
(in thousands

Exercised

Not exercised by dismissal

Total in effect

Balance at December 31, 2014

 

 

 

 

 

 

Series A4 - Gold

5/24/2010

5/31/2013

5/31/2014

0.01

0.01

514

(512)

(2)

-

Series A4 - Silver

5/24/2010

5/31/2013

5/31/2014

46.49

46.49

182

(181)

(1)

-

Series A5 - Gold

5/31/2011

5/31/2014

5/31/2015

0.01

0.01

299

(282)

(14)

3

Series A5 - Silver

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(282)

(14)

3

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(329)

(32)

165

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(329)

(32)

165

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(137)

(27)

194

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80.00

80.00

358

(137)

(27)

194

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(5)

(32)

202

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(6)

(31)

202

 

         

3,540

(2,200)

(212)

1,128

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.  Shareholders’ equity - Continued

25. 

26. 

26.1. 

26.2.Stock option plan for preferred shares - Continued

(i)   Consolidated information of share-based payment plans - GPA

 

Shares

Weighted average of exercise price

Weighted average of remaining contractual term

Intrinsic value added

       

At December 31, 2014

       

Granted during the year

477

41.61

 

 

Canceled during the year

(99)

39.92

 

 

Exercised during the year

(830)

32.76

 

 

Outstanding at the end of the year

1,128

38.16

1.52

66,905

Total to be exercised at December 31, 2014

1,128

38.16

1.52

66,905

       

At September 30, 2015

       

Granted during the period

674

38.64

   

Canceled during the period

(103)

45.89

   

Exercised during the period

(413)

32.69

   

Outstanding at the end of the period

1,286

39.35

1.99

32,430

Total to be exercised at September 30, 2015

1,286

39.35

1.99

32,430

         

As at September 30, 2015 there were options to be exercised in Series A6.

The amounts recorded in the Consolidated statement of income, as at September 30, 2015 were R$22 (R$32 as at September 30, 2014).

(ii)  Consolidated information of share-based payment plans – GPA – new series B2 and C2

Company implemented two new shared based plans approved by the shareholders meeting on April 24, 2015.

According to the terms of the plans, each option offers to the beneficiary the right to acquire a preferred share. On both plans, there is a vesting period of 36 months from the date the Board of Directors approved the issuance of the series. The plans will be exercisable in until 36 months from the grant date. The condition for the exercise of the options is the beneficiary to stay as an employee. The series are different, exclusively, in the exercise price of the options and in the existence of a restriction of selling after vesting.

According to the plans, the options granted in each of the series may represent maximum 0.7% of the total shares issued by the Company. For these new series were granted 674 thousands options of shares.

The fair value of each option granted is estimated in the grant date using the Black & Scholes model, considering the following assumptions in series B2 and C2: (a) Dividends expectations of 1.37%; (b) volatility expectation of 24.34% and (c) interest rate of 12.72%.

The expectation of remaining average life of the series outstanding at September 30, 2015 was 1.99 year (1.52 year at December 31, 2014).

 

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.  Shareholders’ equity - Continued

26.2.Stock option plan for preferred shares - Continued

The weighted average fair value of options granted at September 30, 2015 was R$67.39 (R$69.71 at December 31, 2014).

The chart below shows the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise, until 2015, of all options granted:

 

9.30.2015

12.31.2014

 

 

Number of shares

265,697

265,283

Balance of granted series in effect

1,286

1,128

Maximum percentage of dilution

0.51%

0.43%

 

 

26.3.Cumulative other comprehensive income

Refers to : (i) Cumulative Translation Reserve, corresponding to cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) in Brazilian reais, corresponding to the investment of CBD in subsidiary CDiscount. The effect in the Parent Company was R$93 and R$152 for non-controlling interests; (ii) Hedge Investment Reserve as per note 19.2 and (iii) Pension Plan as per note 32.1

26.4.Effects in shareholders´ equity related to the arbitration decision

As mentioned in note 1.2, as per ICC decision the Company shall indemnify Morzan the estimated amount of R$212, as a consequence of not complying the terms of Share Purchase Agreement (“SPA”), signed in the acquisition of Globex Utilidades S.A., which provided the settlement of part of acquisition price in warrants (shares), with the guarantee over market price variation, which is determined in specific lock-up periods.  The amount was recorded as a debit in the shareholders´ equity, since it relates to a settlement (which will be made in cash) of an indirect repurchase of a equity instrument (warranty) (guarantee of market price variation of the shares) granted to the previous controlling shareholders´ of Globex Utilidades S.A (Morzan) in connection with the SPA. In accordance with IAS 32, a reclassification of an equity instrument to liability should be accounted for based on fair value and any difference to the amounts previously recorded into the financial statements, should be recorded in shareholders´ equity.

26.5.Payment of dividends

The Annual and Extraordinary Shareholders’ Meeting (AGOE) held at April 24, 2015 the shareholders approved the proposal of the Boad of Directors’ meeting held on March 20, 2015 which had proposed the dividends payment for the fiscal year ended December 31, 2014, in the amount of R$194, which corresponds to R$0.6890176962 per common share and R$0,7579194658 per preferred share. This amount was paid on June 24, 2015.

The Board of Directors’ meeting held at May 07, 2015 and July 28,2015 approved the payment of anticipated dividends in the total amount of R$38 each, of which R$0.15 per preferred share and R$0.136365 per common share, the payments occurred on May 28, 2015 and August 08,02015.

 

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(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

27.    Net sales of goods and/or services      

           
 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

Gross sales

     

Restated

Restated

Goods

17,766

17,507

 

53,548

49,955

Services rendered

204

189

 

1,700

1,156

Financial services

-

-

 

1,042

1,063

Sales returns and cancellations

(330)

(276)

 

(1,352)

(1,416)

 

17,640

17,420

 

54,938

50,758

Taxes

(1,342)

(1,360)

 

(5,537)

(4,988)

   

 

 

 

 

Net sales

16,298

16,060

 

49,401

45,770

28.    Expenses by nature       

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

 

 

 

Restated

Restated

Cost of inventories

(11,191)

(11,043)

 

(35,348)

(32,226)

Personnel expenses

(2,048)

(1,931)

 

(5,456)

(4,965)

Outsourced services

(224)

(302)

 

(1,770)

(1,558)

Functional expenses

(1,002)

(825)

 

(2,164)

(1,761)

Selling expenses

(471)

(454)

 

(1,939)

(1,717)

Other expenses

(214)

(130)

 

(457)

(440)

 

(15,150)

(14,685)

 

(47,134)

(42,667)

           

Cost of goods and/or services sold

(11,909)

(11,661)

 

(37,641)

(34,205)

Selling expenses

(2,886)

(2,625)

 

(8,191)

(7,420)

General and administrative expenses

(355)

(399)

 

(1,302)

(1,042)

 

(15,150)

(14,685)

 

(47,134)

(42,667)

 

29.    Other operating income (expenses), net

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

         

Reversal of tax provision

27

-

 

109

-

Effects on Indemnified amounts to Via Varejo and CB and association costs

(55)

(40)

 

(55)

(40)

Tax installments and other tax risks

(19)

(38)

 

(35)

31

Integration/restructuring expenses

(87)

(57)

 

(304)

(79)

Loss(gain) on disposal of fixed assets

(22)

(16)

 

(77)

(36)

Others

(4)

(1)

 

(23)

14

 

(160)

(152)

 

(385)

(110)

 

(*) Several changes were implemented to suit the Company’s expenses structure, covering all operating and administrative areas, in order to mitigate the effects on inflation of fixed costs and the decrease on expenses dilution.

 

 

77

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

30.    Financial income (expenses), net

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

Financial expenses:

 

 

 

Restated 

 

Cost of debt

(487)

(358)

 

(876)

(731)

Cost of sales of receivables

(51)

(74)

 

(428)

(536)

Monetary loss

(110)

(99)

 

(208)

(187)

Other financial expenses

(85)

(63)

 

(166)

(115)

Total financial expenses

(733)

(594)

 

(1,678)

(1,569)

 

         

Financial income:

         

Income from cash and cash equivalents

65

63

 

257

285

Monetary gain

119

75

 

362

189

Other financial income

2

4

 

16

17

Total financial income

186

142

 

635

491

 

         

Total

(547)

(452)

 

(1,043)

(1,078)

The hedge effects in the nine-month periods ended September 30, 2015 and September 30, 2014 are disclosed in Note 19.1.2(iii).

31.    Earnings per share

The information on earnings per share was presented in the annual financial statements for 2014, in note 31.

 

9.30.2015

 

9.30.2014

 

Restated

 

Restated

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

             

Net income allocated to common and preferred shareholders

160

88

248

 

440

242

682

 

160

88

248

 

440

242

682

             

Basic denominator (thousands of shares)

             

Weighted average of shares

166

100

266

 

165

100

265

             

Basic earnings per thousands of shares (R$)

0.96784

0.87985

   

2.66705

2.42460

 

             

Diluted numerator

             

Net income allocated to common and preferred shareholders

160

88

248

 

440

242

682

160

88

248

 

440

242

682

             

Diluted denominator

             

Weighted average of shares (in thousands)

166

100

266

 

165

100

265

Diluted weighted average of shares (in thousands)

166

100

266

 

165

100

265

Diluted earnings per thousands of shares (R$)

0.96514

0.87872

   

2.66102

2.42460

 

The table below presents the determination of net income available to holders of common and preferred shares and the weighted average number of common and preferred shares outstanding used to calculate basic and diluted earnings per share in each reporting period:

 

78

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

32.    Benefit plan

32.1.Pension plan – Cdiscount employees - France

In France, an industry-specific agreement between employers and employees determines the payment of allowances to employees at the date of retirement depending on the years of service rendered and their salary at the age of retirement.

 

Main assumptions used in determining defined benefit obligations:

 

 

Cdiscount

 

2015

Discount rate

2.20%

Expected rate of future salary increase

3.00%

Retirement age

64

 

The discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.

 

Reconciliation of obligations in the balance sheet

 

Cdiscount

 

2015

At December 31, 2014

7

Cost for the period

2

Gain or loss

2

Exchange rate variation

3

At September 30, 2015

14

32.2.Defined contribution plan

In July 2007, the Company established a supplementary defined contribution private pension plan on behalf of its employees to be managed by the financial institution BrasilPrev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees, and the amount paid for the nine-month period ended September 30, 2015 is R$4 (R$2 as at September 30, 2014), and employees contribution is R$3(R$4 as at September 30, 2014). The plan had 859 participants as at September 30, 2015 (941 as at September 30, 2014).

33.    Insurance coverage

The insurance coverage as at September 30, 2015 is summarized as follows:

 

 

 

Parent Company

Consolidated

Insured assets

Covered risks

Amount insured

Amount insured

Property and equipment and inventories

Assigning profit

8,974

23,482

Profit

Loss of profits

4,349

8,636

Cars and others (*)

Damages

421

846

The Company maintains specific policies for civil liability and directors and officers liability amounting to R$335.

(*)     The value reported above does not include coverage of the hooves, which are insured by the value of 100% of the Foundation Institute of Economic Research – FIPE table.

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.    Segment information

The information on segments was presented in the annual financial statements for 2014, in note 34.

Management considers the following segments:

·       Retail – includes the banners “Pão de Açúcar”, “Minuto Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”.

·       Home appliances – includes the banners “Ponto Frio” and “Casas Bahia”.

·       Cash & Carry – includes the brand “ASSAÍ”.

·       E-commerce includes the “sites” www.pontofrio.com.br; www.extra.com.br; www.casasbahia.com.br; www.barateiro.com.br, www.partiuviagens.com.br and www.cdiscount.com.br.

Information on the Company’s segments as at September 30 is included in the table below:

 

 

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(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.  Segment information – Continued

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce (**)

 

Total

 

Eliminations(*)

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Net sales

19,400

19,048

 

7,321

5,874

 

13,807

16,271

 

8,945

4,620

 

49,473

45,813

 

(72)

(43)

 

49,401

45,770

Gross profit

5,385

5,284

 

1,019

804

 

4,528

5,137

 

828

334

 

11,760

11,559

 

-

6

 

11,760

11,565

Depreciation and amortization

(435)

(409)

 

(71)

(57)

 

(132)

(103)

 

(76)

(19)

 

(714)

(588)

 

-

-

 

(714)

(588)

Share of profit of subsidiaries and associates

61

55

 

-

-

 

23

23

 

-

(2)

 

84

76

 

-

-

 

84

76

Operating income

723

1,052

 

177

131

 

724

1,392

 

(372)

(94)

 

1,252

2,481

 

-

-

 

1,252

2,481

Finance costs

(768)

(647)

 

(77)

(53)

 

(611)

(743)

 

(248)

(171)

 

(1,704)

(1,614)

 

25

45

 

(1,679)

(1,569)

Finance income

280

243

 

18

13

 

267

269

 

95

11

 

660

536

 

(25)

(45)

 

635

491

Profit(loss) before income tax and social contribution

234

647

 

118

90

 

380

918

 

(524)

(252)

 

208

1,403

 

-

-

 

208

1,403

Income tax and social contribution

(47)

(168)

 

(40)

(31)

 

(102)

(310)

 

90

32

 

(99)

(477)

 

-

-

 

(99)

(477)

Net income for the period

187

480

 

78

59

 

278

608

 

(434)

(221)

 

109

926

 

-

-

 

109

926

                                       

Current assets

5,940

8,062

 

1,557

1,709

 

7,743

10,366

 

4,382

3,980

 

19,622

24,117

 

-

(96)

 

19,622

24,021

Noncurrent assets

14,294

13,691

 

1,617

1,492

 

5,562

5,283

 

1,769

1,463

 

23,242

21,929

 

(596)

(605)

 

22,646

21,324

Current liabilities

5,928

8,026

 

1,352

1,832

 

7,062

9,716

 

6,454

5,106

 

20,796

24,680

 

(596)

(699)

 

20,200

23,981

Noncurrent liabilities

5,799

5,314

 

645

235

 

1,747

1,571

 

84

52

 

8,275

7,172

 

-

(2)

 

8,275

7,170

Shareholders' equity

8,507

8,413

 

1,177

1,134

 

4,496

4,362

 

(387)

285

 

13,793

14,194

 

-

-

 

13,793

14,194

 

(*)    The eliminations consist of intercompany balances.

(**)   The balances for the e-commerce were restated for 9.30.2014 and 9.30.2015

 

81

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.  Segment information – Continued

 

 

Brazil

 

International

                 

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce(**)

 

E-commerce

 

Total (**)

 

Eliminations (*)

 

Total (**)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

                                               

Net operating revenue

19,400

19,048

 

7,321

5,874

 

13,807

16,271

 

4,695

3,882

 

4,250

738

 

49,473

45,813

 

(72)

(43)

 

49,401

45,770

                                               

Current assets

5,940

8,062

 

1,557

1,709

 

7,743

10,366

 

1,602

1,630

 

2,780

2,350

 

19,622

24,117

 

-

(96)

 

19,622

24,021

Noncurrent assets

14,294

13,691

 

1,617

1,492

 

5,562

5,283

 

954

808

 

815

655

 

23,242

21,929

 

(596)

(605)

 

22,646

21,324

Current liabilities

5,928

8,026

 

1,352

1,832

 

7,062

9,716

 

2,934

2,608

 

3,520

2,498

 

20,796

24,680

 

(596)

(699)

 

20,200

23,981

Noncurrent liabilities

5,799

5,314

 

645

235

 

1,747

1,571

 

19

17

 

65

35

 

8,275

7,172

 

-

(2)

 

8,275

7,170

Shareholders' equity

8,507

8,413

 

1,177

1,134

 

4,496

4,362

 

(397)

(187)

 

10

472

 

13,793

14,194

 

-

-

 

13,793

14,194

(*)    The eliminations consist of intercompany balances.

(**)   The balances for the e-commerce were restated for 9.30.2014 and 9.30.2015

 

82

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

34.  Segment information – Continued

Company general information

The Company and its subsidiaries operate primarily as a retailer of food, clothing, home appliances and other products. Total revenues are composed of the following types of products:

 

9.30.2015

9.30.2014

 

Restated

Food

54.0%

54.4%

Nonfood

46.0%

45.6%

Total sales

100.0%

100.0%

 

 

 

As at September 30, 2015, capital expenditures were as follows:

 

9.30.2015

9.30.2014

Restated

Restated

Food

1,039

754

Nonfood

445

347

Total capital expenditures

1,484

1,101

35.  Events after the reporting period

35.1.Anticipated dividends

The Board of Directors’ meeting held at October 29, 2015 approved the payment of anticipated dividends, calculated based on profit of interim financial statements on September 30,2015 , in the total amount of R$38, of which R$0.15 per preferred share and R$0.136365 per common share.

 

All the shares shall be entitled to dividends on October 30, 2015 base date. As of November 3, 2015 the shares will be negotiated “ex-rights” to the dividends payment date. The dividends will be paid at November 11, 2015.

 

35.2Incorporation of subsidiaries

a)  

The Extraordinary Shareholders’ Meeting held on December 22, 2015 approved the incorporation of subsidiary Sé Supermercados Ltda (“Sé”) by the Company, in order to unify these companies’ activities and management. This merge will result in substantial administrative, economic and financial benefits.

 

Since it is a fully consolidated subsidiary merger there is no impact in the consolidated financial statements neither in individual statement of profit or loss.

 

 

83

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

35.   Events after reporting period – continued

35.2      Incorporation of subsidiaries - Continued

b)   Nova Holding

The Extraordinary Shareholders’ Meeting held on December 22, 2015 approved the incorporation of Nova Holding subsidiary by the Company, in order to unify these companies’ activities and management. This merge will result in substantial administrative, economic and financial benefits and optimizing corporate group’s structure.

Since it is a fully consolidated subsidiary merger there is no impact in the consolidated financial statements neither in individual statement of profit or loss.

c)   Corporate restructuring Barcelona and Sendas

On April 27, 2016, was approved in Ordinary and Extraordinary Shareholders´ Meeting of CBD, the part of incorporation of the net assets of Sendas Distribuidora. The steps of this reorganization were preceded by the following corporate actions: (i) redemption Barcelona subsidiary shares held by subsidiary Novasoc; (ii) incorporation of the same date in Sendas Distribuidora of completeness net assets of the Barcelona subsidiary, which was consequently terminated; and (iii) spin-off of part of Sendas Distribuidora collection, also of the same date and same entity. This merge will result in substantial administrative, economic and financial benefits and optimizing corporate group’s structure and will be concluded considering the balances on April 30, 2016. As a result of this reorganization, there was no effect on the consolidated interim financial statements of the Company.

35.3        Arbitration Morzan

On October 25, 2016 the Securities Registration Office (“SRE”) of the Brazilian Securities Commission (“CVM”) ordered the Company to “pay the additional value equivalent to 80% of the value effectively paid to Morzan(…) to the other shareholders of Globex Utilidades S.A. who adhered to the Share Purchase Agreement which culminated in the sale of the Company’s control or chose, in the context of its MTO, the mixed payment option, as defined” in the notice of the mandatory tender offer launched by the Company on January 4, 2010. On a preliminary analysis, the Notice’s order would imply the obligation to carry out a payment of approximately R$ 150. The Company in conjunction with its consultants analyzed the terms of the Notice and is convinced that the Arbitral Award does not have the effects attributed by SRE, and for this reason it will submit an appeal to CVM’s Board of Commissioners, with request of suspensive effect, with view to alter the order set forth in the Notice.

35.4         Notices from CVM to GPA and subsidiary Via Varejo

On February 18, 2016, the subsidiary Via Varejo received a notice from CVM, the notice number 18/2016-CVM/SEP/GEA-5 showing the understanding of the Department of Relationship with Companies – SEP in relation to certain accounting entries related to corporate transactions at the level of Via Varejo in 2013. Due to the disclosed effects in its financial statementes the Company received the notice number 19/2016-CVM /SEP/GEA-5.

CVM notified its understanding which is different from the applied by Via Varejo in financial statements of that year, in relation to (a) revaluation of participation previously held in the sale of interest of Nova Pontocom to the Company (This tansaction has no effect in the consolidated financial statements); and (b) accounting treatment of the control acquisition of Movéis Bartira, by the acquisition of additional 75% interest.

 

84

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

35.   Events after reporting period – continued

35.4 Notices from CVM to GPA and subsidiary Via Varejo - continued

Via Varejo presented an appeal to CVM collegiate requesting suspensive effect in the terms of Deliberation 463, however decided for a restatement of item (i) from CVM notice in its subsidiary Via Varejo, which has no effects in the Company’s consolidated financial statements or interim financial information.  Via Varejo and the Company awaits for a collegiate decision about the presented arguments for the item (ii), related to effects in acquisition of Indústria de Móveis Bartira.

Until this date, there are no effects recorded in the financial statements neither in the interim financial information of the Company or its Subsidiaries related to the requested by CVM notice about acquisition of Bartira.

35.5Promissory note emission

The Board of Directors’ meeting held on December 17, 2015,  approved the 1st issuance of promissory notes, for public distribution, in the total the amount of R$500. There were 10 promissory notes, amounting R$50 each unit.

The Board of Directors’ meeting held on July 14, 2016, approved the 2nd issuance of promissory notes, for public distribution, in the total the amount of R$500. There were 200 promissory notes, amounting R$2.5 each unit. The resources are used to strengthen Company’s working capital.

35.6Association Via Varejo and Cnova Brazil

On May 12th, 2016, the subsidiary Via Varejo signed a non-binding memo of understanding (“MoU”) with its subsidiary Cnova N.V., over the corporate reorganization involving Cnova Brasil and Via Varejo itself. The Board of directors of Via Varejo established a Special committee, composed of three members of the Board of directors, to overview the process and determine the terms and conditions of the proposal.

At the Shareholders´ Meeting held on September 12, 2016, Via Varejo’s non-controlling shareholders, holders of preferred and common shares, approved the reorganization proposal for the integration of the businesses of electronic commerce operated by Cnova Brasil into Via Varejo´s business, as recommended by the Special committee of Via Varejo´s board of directors.

After the approval by the parties, Cnova Brasil shall incorporate VV Dutchco. To eliminate the reciprocal interest resulting from the exchange of shares between Cnova Brasil and Cnova NV., Cnova Brasil will receive part of the its shares held by Cnova NV, through the return of capital. The remaining shares will be purchased by Cnova Brasil, resulting in Cnova Brasil to be whole subsidiary of Via Varejo. According to the loan terms and conditions between Cnova Brasil and Cnova NV (valued at approximately R$160 million at the end of September 2016), such event will result in prepayment obligation of such loans, which should be paid to Cnova N.V. by Via Varejo.

The reorganization was approved by the boards of CBD, Casino, Via Varejo and Cnova N.V and is awaiting legal procedures. With the conclusion of the transaction Cnova Brasil will be a whole subsidiary of Via Varejo, which will no longer have interest in Cnova N.V. Consequently, GPA will also no longer have majority voting on Cnova N.V., and will no longer consolidate subsidiaries which represents the e-commerce segment abroad.

 

85

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

35.   Events after reporting period – continued

35.7Class action Cnova

The subsidiary Cnova, certain of its current and former officers and directors, and the underwriters of Cnova’s initial public offering, or IPO, have been named as defendants in a securities class action lawsuit in the United States Federal District Court for the Southern District of New York asserting claims related to the subject matter of the internal review, concluded on July 22, 2016, conducted by the Company and its subsidiary Cnova and its advisors, as per note 1.1. As a result, Cnova may incur expenses, including, without limitation, substantial attorneys’ fees and other professional advisor fees and obligations to indemnify certain current and former officers or directors and the underwriters of Cnova’s initial public offering who are or may become parties to or involved in such matters. The Company and its subsidiary Cnova are still unable, at this time, to predict the extent of potential liability in these matters, including what, if any, parallel action the SEC might take as a result of facts or the findings of the internal review conducted by GPA, its subsidiary Cnova and their consultants hired by Cnova’s Board of Directors.

35.8Debentures issuance

The Board of Directors’ meeting held on October 5,2016 approved the 13th issuance of simple debentures, non convertible into shares, unsecured, in a sole series, in the total amount of R$ 750, which may be increased up to R$ 1,012 yelding 97.5% of CDI , with maturity date in 3 years. These debentures shall be subject to private placement to Ares Serviços Imobiliários Ltda, which will transfer the rights to Ápice securitizadora S.A, who intends to acquire the debentures related to the Agribusiness Credit Rights to then back up the Agribusiness Receivables Certificate (CRA), which will be subject to public placement. The proceeds arising from the Debentures shall be exclusively used to purchase agricultural products, such as fruits, vegetables, dairy products, poultry and other animal proteins in natura directly from rural producers and/or rural cooperatives.

 

86

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

Other information deemed as relevant by the Company.

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 9/30/2015
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

WILKES PARTICIPAÇÕES S.A.

94,019,178

94.32%

-

0.00%

94,019,178

35.39%

Almacenes Éxito S.A. *

1

0.00%

-

0.00%

1

0.00%

CASINO GUICHARD PERRACHON *

1

0.00%

-

0.00%

1

0.00%

JEAN CHARLES NAOURI

-

0.00%

1

0.00%

1

0.00%

SEGISOR *

5,600,050

5.62%

-

0.00%

5,600,050

2.10%

Oppenheimer Funds. Inc.*

-

0.00%

17,205,675

10.37%

17,205,675

6.48%

KING LLC *

-

0.00%

852,000

0.51%

852,000

0.32%

Geant International BV*

-

0.00%

128,695

0.08%

128,695

0.05%

COFIDOL SAS *

-

0.00%

8,907,123

5.36%

8,907,123

3.35%

Board of Executive Officers

-

0.00%

27,011

0.02%

27,011

0.01%

Board of Directors

-

0.00%

3

0.00%

3

0.00%

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

OUTROS

60,621

0.06%

138,663,701

83.52%

138,724,322

52.21%

TOTAL

99,679,851

100.00%

166,016,795

100.00%

265,696,646

100%

(*) Foreign Company

           
             
             
             

CORPORATE’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER). UP TO THE INDIVIDUAL LEVEL

WILKES PARTICIPAÇÕES S.A

Shareholding at 9/30/2015
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

CASINO*

1

0.00%

-

0.00%

1

0

SEGISOR*

209,123,407

97.12%

-

0.00%

209,123,407

9712%

BENGAL LLC*

2,119,162

0.98%

-

0.00%

2,119,162

0.98%

OREGON LLC*

2,119,162

0.98%

-

0.00%

2,119,162

0.98%

PINCHER LLC*

1,961,612

0.91%

-

0.00%

1,961,612

0.91%

ÉXITO

1

0.00%

-

0.00%

1

0.00%

Treasury Shares

-

0.00%

-

0.00%

-

0.00%

TOTAL

215,323,345

100.00%

-

0.00%

215,323,345

100%

 

87

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

Other information deemed as relevant by the Company.

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

SEGISOR

QUOTISTAS

Quotas

%

Onper Investimentos 2015 S.L.*

887,239,543

50.00%

Casino Guichard Perrachon*

887,239,543

50.00%

TOTAL

1,774,479,086

100%

(*) Foreign Company

   

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

ONPER INVESTIMENTOS 2015 S.L.

Shareholding at 9/30/2015
(In units)

ShareholderS

Common Shares

%

Preferref Shares

%

Number

%

ALMANACENES ÉXITO S.A.*

3,000

100.00%

0

0.00%

3,000

100.00%

TOTAL

3,000

100%

0

0%

3,000

100.00%

(*) Foreign Company

           

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

ALMANACENES ÉXITO S.A.

Shareholding at 9/30/2015
(In units)

         
         

ShareholderS*

Common Shares

%

Preferred

Shares

%

Number

%

Geant International B.V.

185,315,711

41.34%

-

0.00%

185,315,711

41.34%

Geant Fonciere B.V.               

47,725,428

10.65%

-

0.00%

47,725,428

10.65%

Fondo de Pensiones Obligatorias Porvenir Moderado

36,091,777

8.06%

-

0.00%

36,091,777

8.06%

Fondo de Pensiones Obligatorias Protección

24,528,833

5.47%

-

0.00%

24,528,833

5.47%

Oppenheimer Developing Markets Fund

15,445,685

3.45%

-

0.00%

15,445,685

3.45%

EXITO ADR Program                                                       

13,415,299

2,99%

-

0.00%

13,415,299

2,99%

Bergsaar B.V.

12,130,244

2.71%

-

0.00%

12,130,244

2.71%

Fondo de Pensiones Obligatorias Colfondos Moderado

10,204,475

2.28%

-

0.00%

10,204,475

2.28%

Alianza Fiduciaria S.A. Fideicomiso ADM Sonnenblume

7,558,552

1.69%

-

0.00%

7,558,552

1.69%

Colombiana de Comercio S.A.

7,076,200

1.58%

-

0.00%

7,076,200

1.58%

Inversiones Pinamar S.A.

5,126,735

1.14%

-

0.00%

5,126,735

1.14%

Vanguard Emerging Markets Stock Index Fund

4,171,693

0.93%

-

0.00%

4,171,693

0.93%

Fondo Bursatil Ishares COLCAP

3,562,272

0.79%

-

0.00%

3,562,272

0.79%

Fondo de Pensiones Obligatorias Skandia S.A. 

3,483,760

0.78%

-

0.00%

3,483,760

0.78%

Abu Dhabi Investment Authority

1,853,179

0.41%

-

0.00%

1,853,179

0.41%

Vanguard Total International Stock Index Fund

1,776,699

0.40%

-

0.00%

1,776,699

0.40%

SF BARCLAYS Global Investors Services NA

1,547,570

0.35%

-

0.00%

1,547,570

0.35%

ISHARES MSCI Emerging Markets Index Fund

1,507,463

0.34%

-

0.00%

1,507,463

0.34%

Platinu7m International Brands Fund

1,222,959

0.27%

-

0.00%

1,222,959

0.27%

Cubides Olarte Henry

1,114,626

0.25%

-

0.00%

1,114,626

0.25%

Treasury Shares

635,835

0.01%

-

0.00%

635,835

0.01%

Others Shareholders

62,754,156

14.00%

-

0.00%

62,754,156

14.00%

TOTAL

448,240,151

100.00%

-

0.00%

448,240,151

100.00%

 

88

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

Other information deemed as relevant by the Company.

             

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 9/30/2015

Shareholding at 9/30/2015
(In units)

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

94,019,178

94.32%

-

 

94,019,178

 

 

           

Management

           

Board of Directors

-

0.00%

3

 

3

 

Board of Executive Officers

-

0.00%

27,011

 

27,011

 

 

           

Treasury Shares

-

0.00%

232,586

 

232,586

 

 

           

Other Shareholders

5,660,673

5.68%

138,663,701

 

138,724,322

 

 

           

Total

99,679,851

100.00%

138,923,301

     

 

           

Outstanding Shares

99,679,851

100.00%

138,923,301

     
             
             
         

Shareholding at 9/30/2014
(In units)

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 9/30/2014

Shareholder

Common Shares

Preferred Shares

   

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

9,887,819

5.97%

109,507,049

41.29%

 

           

Management

           

Board of Directors

-

0.00%

2

0.00%

2

0.00%

Board of Executive Officers

-

0.00%

18,029

0.01%

18,029

0.01%

 

           

Fiscal Council

-

0.00%

-

0.00%

-

 

 

           

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

           

Other Shareholders

60,621

0.06%

155,400,625

93.88%

155,461,246

58.62%

 

           

Total

99,679,851

100%

165,539,061

100.00%

265,218,912

100.00%

 

           

Outstanding Shares

60,621

0.06%

155,400,625

93.88%

155,461,246

58.62%

 

89

 

 

SIGNATURES

        Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO



Date:  November 08, 2016 By:   /s/ Ronaldo Iabrudi 
         Name:   Ronaldo Iabrudi
         Title:     Chief Executive Officer



    By:    /s/ Christophe José Hidalgo            
         Name:  Christophe José Hidalgo 
         Title:     Investor Relations Officer


FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.