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1 1 1 B2W DIGITAL ANNOUNCES TOTAL GMV GROWTH OF 18.3%, REACHING R$ 4.4 BILLION IN 4Q16 B2W Marketplace continues rapid development and reached R$ 862 million in GMV in 4Q16 (up 141%), with share of 19.4% in total GMV Rio de Janeiro, January 20 th , 2017: B2W Digital (Bovespa: BTOW3), the largest and most beloved digital company in Latin America, announces today its results for the 4th quarter and full year of 2016. MESSAGE FROM MANAGEMENT Despite the challenging macro-economic environment, B2W continues to present significant improvement in the GMV growth and remains confident about the potential of e-commerce in Latin America. In only 2 years of operation, B2W Marketplace has already reached R$ 2.2 billion of GMV in the last 12 months (a growth of 153.4%). Being a relevant part of the Company’s strategy, the Marketplace should drive strong future growth and profitability. In the five-year strategic plan (2016-2020), B2W Digital will continue investing in the digital platform it has built, monetizing all areas of the business, with the objective of generating value to its shareholders. 4Q16 HIGHLIGHTS B2W DIGITAL posted record sales and traffic on Black Friday 2016: In the main event of the year, B2W Digital reached a new record in sales and traffic domination over the Internet, with a growth of 6.0 p.p. in share¹ of visits, when compared to the event of 2015. The Americanas.com brand led in Black Friday search terms related to the main Internet search websites, as well as being the App Store’s most downloaded e-commerce app. The result derived from investments in technology, logistics and distribution platforms, combined with rigorous commercial planning and the B2W team’s execution. B2W Marketplace connected more than 2,200 new sellers in 2016: The Marketplace (3P) continues its rapid growth, emerging from a base of 2,500 sellers by the end of 2015 to more than 4,700 sellers at the end of 2016. B2W Marketplace signed new important partnerships: In line with B2W's strategy of integrating new sellers of various sizes and sectors, B2W Marketplace has partnered with important brands such as Electrolux (Appliances), Som Livre (Entertainment), Rayban and Chilli Beans (Fashion), Technos (Watches and Gifts), Estrela (Toys) and Petz (Petshop); B2W DIGITAL launched the B2W Entregadelivery service: B2W Entregais a partnership with the Brazilian postal authority (Correios) that offers small and medium-sized sellers a new freight option using B2W's technology platform. The service optimizes and standardizes the shipping process, boosting control and tracking levels of packages and reducing delivery costs. B2W DIGITAL launched the University Marketplace: B2W University Marketplace was born with the mission of empowering sellers to sell more, helping them grow in a sustainable manner. The B2W University Marketplace’s team is focused on offering content that optimizes partner performance. A YouTube channel has recently been launched where partners will have access to a variety of content to assist them in their business decisions. B2W Digital won the E-bit Award main categories for the fourth consecutive time: Americanas.com won for the 4th consecutive time in the "Favorite Diamond Store" category (popular vote) and Submarino won for the 3rd time in the "Best Diamond Store" category (technical criterion). These achievements confirm the position of B2W’s brands as the most beloved on the Brazilian internet. ¹Source: SimilarWeb top 14 e-commerce players. KEY INDICATORS 4Q16 4Q15 Delta 2016 2015 Delta Total GMV (R$ MM) 4,436 3,749 18.3% 12,458 11,266 10.6% Market Share (%) 28.4% 26.8% +1.6 p.p. 26.2% 25.5% +0.7 p.p. Marketplace (R$ MM) 862 358 140.8% 2,179 860 153.4% Marketplace Participation (% of GMV) 19.4% 9.5% +9.9 p.p. 17.5% 7.6% +9.9 p.p. Mobile (% of Traffic) 51.4% 38.7% +12.7 p.p. 49.5% 34.2% +15.3 p.p. Net New Customers (K LTM) 701 1,583 N.A 701 1,583 N.A

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Page 1: B2W DIGITAL ANNOUNCES TOTAL GMV GROWTH … · B2W DIGITAL ANNOUNCES TOTAL GMV GROWTH OF 18.3%, ... B2W DIGITAL posted record sales and traffic on Black Friday 2016: ... logistics

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B2W DIGITAL ANNOUNCES TOTAL GMV GROWTH OF 18.3%, REACHING R$ 4.4 BILLION IN 4Q16

B2W Marketplace continues rapid development and reached R$ 862 million in GMV in 4Q16 (up 141%), with share of 19.4% in total GMV

Rio de Janeiro, January 20th, 2017: B2W Digital (Bovespa: BTOW3), the largest and most beloved digital company in Latin America, announces today its results for the 4th quarter and full year of 2016.

MESSAGE FROM MANAGEMENT

Despite the challenging macro-economic environment, B2W continues to present significant improvement in the GMV growth and remains confident about the potential of e-commerce in Latin America.

In only 2 years of operation, B2W Marketplace has already reached R$ 2.2 billion of GMV in the last 12 months (a growth of 153.4%). Being a relevant part of the Company’s strategy, the Marketplace should drive strong future growth and profitability.

In the five-year strategic plan (2016-2020), B2W Digital will continue investing in the digital platform it has built, monetizing all areas of the business, with the objective of generating value to its shareholders.

4Q16 HIGHLIGHTS

B2W DIGITAL posted record sales and traffic on Black Friday 2016: In the main event of the year, B2W Digital reached a new record in sales and traffic domination over the Internet, with a growth of 6.0 p.p. in share¹ of visits, when compared to the event of 2015. The Americanas.com brand led in Black Friday search terms related to the main Internet search websites, as well as being the App Store’s most downloaded e-commerce app. The result derived from investments in technology, logistics and distribution platforms, combined with rigorous commercial planning and the B2W team’s execution.

B2W Marketplace connected more than 2,200 new sellers in 2016: The Marketplace (3P) continues its rapid growth, emerging from a base of 2,500 sellers by the end of 2015 to more than 4,700 sellers at the end of 2016.

B2W Marketplace signed new important partnerships: In line with B2W's strategy of integrating new sellers of various sizes and sectors, B2W Marketplace has partnered with important brands such as Electrolux (Appliances), Som Livre (Entertainment), Rayban and Chilli Beans (Fashion), Technos (Watches and Gifts), Estrela (Toys) and Petz (Petshop);

B2W DIGITAL launched the “B2W Entrega” delivery service: “B2W Entrega” is a partnership with the Brazilian postal authority (Correios) that offers small and medium-sized sellers a new freight option using B2W's technology platform. The service optimizes and standardizes the shipping process, boosting control and tracking levels of packages and reducing delivery costs.

B2W DIGITAL launched the University Marketplace: B2W University Marketplace was born with the mission of empowering sellers to sell more, helping them grow in a sustainable manner. The B2W University Marketplace’s team is focused on offering content that optimizes partner performance. A YouTube channel has recently been launched where partners will have access to a variety of content to assist them in their business decisions.

B2W Digital won the E-bit Award main categories for the fourth consecutive time: Americanas.com won for the 4th consecutive time in the "Favorite Diamond Store" category (popular vote) and Submarino won for the 3rd time in the "Best Diamond Store" category (technical criterion). These achievements confirm the position of B2W’s brands as the most beloved on the Brazilian internet.

¹Source: SimilarWeb top 14 e-commerce players.

KEY INDICATORS 4Q16 4Q15 Delta 2016 2015 Delta

Total GMV (R$ MM) 4,436 3,749 18.3% 12,458 11,266 10.6%

Market Share (%) 28.4% 26.8% +1.6 p.p. 26.2% 25.5% +0.7 p.p.

Marketplace (R$ MM) 862 358 140.8% 2,179 860 153.4%

Marketplace Participation (% of GMV) 19.4% 9.5% +9.9 p.p. 17.5% 7.6% +9.9 p.p.

Mobile (% of Traffic) 51.4% 38.7% +12.7 p.p. 49.5% 34.2% +15.3 p.p.

Net New Customers (K LTM) 701 1,583 N.A 701 1,583 N.A

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STRATEGIC INITIATIVES ENHANCING THE DIGITAL PLATFORM

Commercial and Marketing o Since the beginning of the investment plan, B2W has expanded its market share by 8.5 percentage

points, from 19.9% in 1H12 to 28.4% in 4Q16. o This evolution is the result of excellence in operations and the management of the main commercial

variables. Selling success depends on a number of factors, such as wide product selection, appropriate inventory levels, means and conditions of payment, and delivery times, among others. Below we highlight key indicators from 4Q16:

Inventory management: B2W operates with a stock-out rate below 10% and registered an evolution of 1.1 percentage point in 4Q16, comparing to 4Q15.

Product assortment: +119% in relation to 4Q15, driven by Marketplace. Efficiency in delivery time: Productivity gains in the Distribution Centers (DCs) of 10% in 4Q16,

compared to 4Q15, driven by process improvements and the implementation of automated billing lines, resulting in faster delivery times for customers.

o Submarino Prime expanded to the capitals of Rio de Janeiro and Belo Horizonte, reaching a 60% increase in the number of monthly subscriptions. The program completed a year as a pilot and shows an evolution in the purchase behavior of subscribers, which have achieved a frequency of purchase 3 times higher and superior profitability than non-subscribers. With Submarino Prime customers buys more than 100 thousand items with free shipping and unlimited fast delivery, besides receiving exclusive offers and dedicated service.

Marketplace Evolution o The Marketplace continues its rapid expansion, adding more than 2,200 new sellers in 2016, increasing

the base of sellers from 2,500 at the end of 2015 to over 4,700 sellers at the end of 2016. o In 4Q16, Marketplace grew by 140.8% yoy, reaching R$ 862 million in GMV with a participation of

19.4% in total GMV. o At the end of 4Q16, the number of items listed by Marketplace sellers increased by 150% in comparison

to 4Q15, reaching more than 2.2 million items. o In line with B2W’s strategy to integrate new sellers of various sizes and across multiple sectors, B2W

Marketplace closed partnerships with important brands: Electrolux (Appliances), Som Livre (Entertainment), Rayban e Chilli Beans (Fashion), Technos (Watches and Gifts), Estrela (Toys) and Petz (Petshop);

o B2W launched University Marketplace, born with the mission of empowering sellers to sell more, helping them grow in a sustainable manner. The B2W University Marketplace’s team is focused on offering content that optimizes Seller’s performance. Recently, a YouTube channel was launched, where Sellers will have access to a variety of content to assist them in their business decisions.

Logistics and Operations o B2W Digital operates a total of 11 distribution centers throughout Brazil, with a total storage area of

over 500,000 square meters. o By the end of 4Q16, B2W Digital operated 185 transit points (+30% vs 4Q15), strategically located to

support the Company’s distribution system. B2W’s transit points act as cargo consolidation centers and bases that make the distribution to clients easier.

o In 2013 and 2014, B2W Digital acquired two of the main providers of last mile transportation in Brazil (Click-Rodo and Direct), which have now been integrated to form the B2W Distribution Unit.

During the 4Q16, the participation of B2W Distribution Unit reached 95% of the Company’s total deliveries, compared to a share of 59% in 4Q15.

In 4Q16, services for external clients represented 26% of B2W Distribution Unit (UND) revenue. During the period, the UND started to process deliveries for 19 new customers, including Jequiti, Corujamix and Onofre Eletro.

o In October, B2W established an operating agreement with Vialog, the leading e-commerce delivery carrier in the south region of the country. With the agreement, B2W will take on Vialog’s package delivery operation, through Direct, which includes 40 hubs.

o The Company’s verticalization of the last mile allowed the creation of the Shipping Menu, which offers up to 6 delivery options for the whole country since its launch in 3Q14: Same Day, Next Day, Fast, Standard, Scheduled Delivery and Click & Collect.

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In 4Q16, the number of daily deliveries via “Next Day” option on the Shipping Menu increased by 9 times versus 4Q15, driven by the expansion of this service into new cities (Rio de Janeiro and Belo Horizonte) and the increase in the product weight limit to 30kg.

Our “Fast” delivery option offers a 35% quicker delivery time compared to the market standard. This option is available for 100% of B2W’s product assortment and in all Brazilian States, increasing its share of the Company’s deliveries from 6% in 4Q15 to 10% in 4Q16.

The “Click and Collect” option is currently available in 269 Lojas Americanas stores, compared to 120 at the end of 4Q15, and its utilization, that increased by 4 times during the same period, was accelerated due to the implementation of an interactive map on our site, allowing the customer to conveniently choose the closest Lojas Americanas store.

The Shipping Menu has been a great success with customer, who receives the product faster, and allows B2W to increase its shipping coverage ratio (shipping revenue / shipping cost).

Mobile and Technology o During 4Q16, traffic from mobile devices represented for the first time more than half of total accesses,

reaching 51.4% of total visits, an expansion of 12.7 p.p. compared to 4Q15. o In 4Q16, the new responsive website of the brands Americanas.com and Submarino was launched.

The implementation reduced the site loading time by 26% and increased the conversion of accesses by mobile devices by 10%.

o B2W’s four apps (Americanas.com, Submarino, Shoptime and Sou Barato) reached more than 5.7 million downloads during the year, representing a growth of 105%.

Digital Services o As a result of the acquisition of 12 companies (ten best-in-class IT companies and the two main

providers of last mile transportation in Brazil), the B2W Services offers the full suite of technology and logistics solutions to support Marketplace sellers and the online stores of large brands, including [B] Seller (webstore and ERP solution) and [BFF] B2W Fulfillment (storage, delivery and customer service).

o Since the acquisition of Sieve Group, in July, 2015, we expanded the cross-sell rate by 65% (cross-sell is defined as the use of more than one of B2W’s services portfolio by the same partner).

o During the 4Q16, the solutions offered by the various B2W Services companies were contracted by several large brands, as we highlight below:

Sieve (Pricing Intelligence – Online Stores): Drogaria Pacheco, Cadence and Britania. [B] Seller (Webstore and ERP Solution): Claro, Onofre Eletro and Icatu Seguros Infoprice (Pricing Intelligence – Offline Stores): Am/Pm and AtKearney Admatic (Digital Marketing): NET and Drogaria São Paulo Skyhub (Marketplace Integration): Electrolux and Beleza na Web

Financial Services o In 4Q16, B2W’s credit card operations (Submarino Finance and Digital Finance) registered an

approved transaction volume of R$ 924 million, representing a growth of 22% compared to 4Q15. In 2016, the volume registered in approved transactions totaled R $ 2.8 billion,

o In the same period, the receivables portfolio from these operations was R$ 1,1 billion, increasing by 6% over 2015.

o On December 31, 2016, the operations registered 2,2 million credit cards issued (1.57 million for Submarino Finance and 656 thousand for Digital Finance that includes the brands Americanas.com, Shoptime and Sou Barato).

o The advantages to the customers include the access to exclusive discounts, rewards program and additional credit limit to purchase on B2W websites. Meanwhile, advantages for B2W include lower MDR, greater customer loyalty (2.2 times higher purchase frequency) and higher average ticket (20% bigger).

o The portfolio of Insurance and Services continues presenting strong growth, mainly due to the 31.4% increase in the average ticket in 4Q16 vs. 4Q15. This performance is the result of the expansion of the assortment in recent years to include new insurance and services, including Theft, Theft and Accidental Breakdown Insurance and installation services of Televisions, Home Theaters, Washing and Drying Machines, among others.

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Customer Service o B2W Digital’s main brands are regarded as industry benchmarks in customer service, having received

the best evaluation given by the Reclame Aqui website. o The average score given by customers on Reclame Aqui website for B2W’s brands is 7.2, while its

main competitors have an average score of 3.7. o 78% of customers who registered complaints on Reclame Aqui website indicated their intent to buy

again from B2W’s brands, while only 38% of customers indicated that they intended to buy again on the main competitors’ websites.

o The average solution rate of B2W’s brands on Reclame Aqui website is 89%, while the average solution rate of competitors’ brands is 58%.

o These achievements are the result of the Company's commitment in optimizing the quality of service and attendance offered to its customers.

o As a result of the excellence in customer service, B2W won the E-bit Award main categories for the fourth consecutive time: Americanas.com won for the 4th consecutive time in the "Favorite Diamond Store" category (popular vote) and Submarino won for the 3rd time in the "Best Diamond Store" category (technical criterion).

Digital Talents

o B2W Digital was the unique Çompany in Latin America to be selected to be part of a program of Advanced Analytics of University of North Carolina, in the United States. The Company was chosen among the 62 that sent proposals to the Institute this year.

o Between November, 2016 and July, 2017, a group of students of the Advanced Analytics course will develop initiatives to meet the challenge proposed by B2W. The students will help the Company in specific themes, bringing improvements to meet the objectives previously defined in the process of projects selection.

o The Company began the expansion of its BITs in Rio de Janeiro and in São Paulo to unify the technology teams and receive the new digital talents.

Corporate Sustainability o For the third consecutive year, B2W was the only e-commerce company selected to integrate the

BM&FBOVESPA Corporate Sustainability Index (ISE) portfolio. o B2W concluded the target to support 10 projects of the Bolsa de Valores Socioambiental da Bovespa

(BVSA), during the years of 2015 and 2016, based on the UN Objectives of Sustainable Development. All the projects were focused on Education, Environment and Sustainable Development.

o B2W Digital reaffirmed the partnership with the non-governmental organization Recode that is reference in technological knowledge and in the project TecEscola, starting online courses to train 1,500 students in technology, in addition to 150 in webdesign and other 50 in Java. The project also formed the 150 teachers of schools of the state system that will multiply the content to 15 thousand of students that are in high school in these schools.

o Americanas.com and the United Nations Children's Fund (UNICEF) have signed a partnership to perform a Christmas campaign to help guarantee the right to health, education and protection for children and adolescents in Brazil and the world. In the special Christmas action, Americanas.com customers were invited to "donate smiles".

o Americanas.com sponsors the Grael project, a project that offers free workshops in carpentry, fiberglass, electronics, mechanics and overturning, as well as swimming lessons, sailing and hawaiian canoe for young people aged 9 to 29 years, in Niterói (RJ). In 2016, about 400 young people were assisted in the project.

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FINANCIAL HIGHLIGHTS

The financial information serving as the basis for the comments below refer to 4Q16, and are in accordance with international financial reporting standards (IFRS), with the standards issued by the Securities and Exchange Commission of Brazil (CVM), as well as the listing rules of the Novo Mercado and in Brazilian reais (R$). Definitions for adjusted financial metrics can be found in Annex IV and Annex VI.

GMV: In 4Q16, GMV was R$ 4,436.0 million, compared to R$ 3,749.4 million in 4Q15, representing a growth of 18.3%. In 2016, GMV increased by 10.6%, reaching R$ 12,457.7 million, compared to the R$ 11,266.4 million registered in 2015.

Gross Revenue: In 4Q16, gross revenue was R$ 3,666.3 million, compared to R$ 3,434.5 million in 4Q15, representing a growth of 6.7%. In 2016, gross revenue reached R$ 10,520.4 million compared to R$ 10,509.6 million in 2015.

Net Revenue: In 4Q16, net revenue was R$ 3,024.7 million, compared to R$ 2,907.8 million in 4Q15, representing a variation of 4.0%. In 2016, net revenue reached R$ 8,601.3 million compared to R$ 9,013.8 million in 2015. The reduction in net revenue compared to the growth in gross revenue (difference of 2.7 p.p. in 4Q16) was mainly due to changes in VAT taxation in the country, which went into effect in January, 2016.

Adjusted Gross Profit: In 4Q16, adjusted gross profit was R$ 715.7 million, compared to the R$ 630.7 million registered in 4Q15, representing a variation of 13.5%. As a result, adjusted gross margin increased 2.0 p.p., from 21.7% in 4Q15 to 23.7% in 4Q16. In 2016, adjusted gross profit reached R$ 2,077.2 million, a variation of -1.6% compared to R$ 2,111.1 in 2015. As a result, adjusted gross margin increased by 0.7 p.p., improving from 23.4% in 2015 to 24.1% in 2016.

Adjusted Selling, General and Administrative (SG&A) Expenses: In 4Q16, adjusted SG&A expenses were R$ 328.1 million, representing 10.8% of net revenue, a variation of 0.2 p.p. compared to 4Q15, when adjusted SG&A accounted for 10.6% of net revenue. In 2016, adjusted selling, general and administrative expenses totaled R$ 1,035.1 million, which represents 12.0% of net revenues, a reduction of 1.2 p.p. compared to 2015, when adjusted SG&A accounted for 13.2% of net revenue.

Adjusted EBITDA: In 4Q16, Adjusted EBITDA was R$ 261.1 million, compared to R$ 212.5 million in 4Q15, representing a growth of 22.9%. Adjusted EBITDA margin in 4Q16 increased by 1.3 p.p., expanding from 7.3% in 4Q15 to 8.6%. In 2016, Adjusted EBITDA reached R$ 688.2 million, growing by 12.8% over the R$ 610.2 million registered in 2015. During this period, adjusted EBITDA margin increased by 1.2 p.p., expanding from 6.8% in 2015 to 8.0% in 2016.

Net Financial Result: In 4Q16, net financial result was R$ -324.1 million, representing a variation of 20.1% in relation to the R$ -269.8 million registered in 4Q15. In 2016, net financial result was R$ -1,804.3 million, representing an increase of 32.5% in relation to the net financial result of R$ -818.3 million in 2015.

Net Result: In 4Q16, the net result was R$ -102.3 million, compared to R$ -161.1 million in 4Q15. In 2016, the net result was R$ -485.9 million, compared to R$ -418.4 million in 2015.

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Cash Management:

o Working Capital: Net Working Capital varied 27 days (2016 vs. 2015) as a result of the increase in inventories to face 1Q17 sales (by the end of 2015 inventories were below the appropriate levels) and the accelerated growth of Marketplace (whose transactions in credit cards are approved on the B2W platform and compound the gross balance of receivables). The Marketplace does not demand Working Capital (B2W is an intermediary and receives a commission on sales).

o CAPEX: B2W uses its cash generation prioritizing investments that present optimal returns to shareholders. Thus, in 4Q16, consolidated investments in plant, property and equipment and intangibles (development of websites and systems) totaled R$ 129.4 million, or 3% of GMV, a 6.0 p.p. reduction compared to 4Q15, when capex was 9% of total GMV. Accordingly, Adjusted EBITDA in 4Q16 covered 202% of CAPEX, compared to 64% in 4Q15.

In 2016, CAPEX totaled R$ 459.9 million, a decrease of 43% compared to that recorded in 2015. CAPEX represented 4% of the GMV, a 3.0 p.p. reduction compared to 2015, when CAPEX represented 7% of GMV. Accordingly, EBITDA recorded in 2016 covered 150% of the CAPEX for the year, compared to a coverage ratio of 76% in 2015.

Financial Debt: B2W’s cash balance, excluding FIDC consolidation, at 12/31/2016 amounted to R$ 1,939.4

million, 3.7x times the sum of the Company's short-term debt and debentures, which totaled R$ 526.9 million. The Company’s leverage level (defined as Net Debt / Adjusted EBITDA LTM) was 2.5x on 12/31/2016, compared to 3.2x on 09/30/2016.

Capital Increase:

o In May 13, 2016, it was held the Board of Directors Meeting in order to approve the proposal to increase the Company's capital, subsequently submitted for approval at an Extraordinary General Meeting, in the amount of R$ 823,000,000.00 (eight hundred twenty three million reais), through the private issue of 82,300,000 new common shares at an issue price of R$ 10.00 (ten reais) per share.

o The Capital Increase aims strength the cash of the Company and to improve its capital structure, enabling the Company to continue investing in its digital platform, accelerating the growth of its Marketplace and consolidating its leading position in the market, always seeking to best serve its customers.

o The capital increase was approved by majority at the Extraordinary General Meeting held on May 31, 2016.

Thus, shareholders had between June 1, 2016 and June 30, 2016 to exercise their rights of preference for the subscription of the new shares issued in proportion to their participation in the Company's capital on the close of trading on May 31, 2016.

o During the period of exercise of preemptive rights were subscribed 55,087,727 common shares, totaling

R$ 550,877,270.00 (five hundred and fifth million, eight hundred and seventy seven thousand and seventy seven reais).

o Between July 6 and July 22, were subscribed 27,212,273 common shares under the first and second

apportionment of unsubscribed shares, totaling the amount of R$ 272,122,730.00 (two hundred and seventy two million, one hundred and twenty two thousand and thirty reais). So, once ended the period of the two apportionment, all the shares to be issued by the Company under the capital increase was fully subscribed by the shareholders.

o Thereby, on August 1, 2016, the Board of Directors homologated the Company's Capital Increase.

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ANNEX I: ABOUT B2W DIGITAL

B2W Digital is a leader in Latin America and its purpose is to CONNECT PEOPLE, BUSINESS, PRODUCTS AND

SERVICES IN A DIGITAL PLATFORM.

The Company has the largest and most beloved Internet brands (Americanas.com, Submarino, Shoptime and

SouBarato) and the fastest growing Marketplace operation in the world. The platform built over the years allows

B2W to also offer technology, logistics, distribution, customer service and consumer finance services.

DIGITAL PLATFORM AND B2W VIRTUOUS CYCLE:

ANNEX II: MARKET SHARE

MARKET SHARE EVOLUTION

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ANNEX III: FINANCIAL STATEMENTS

INCOME STATEMENT EXCLUDING THE EFFECTS OF THE CONSOLIDATION OF B2W DIGITAL’S TRANSPORTATION SUBSIDIARIES

Effects of the consolidation of B2W Digital’s transportation subsidiaries.

B2W - Companhia Digital

Income Statements

(in million of Brazilian reais) 4Q16 4Q15 Variation 2016 2015 Variation

Gross Merchandise Volume (GMV) 4,436.0 3,749.4 18.3% 12,457.7 11,266.4 10.6%

Gross Sales and Services Revenue 3,666.3 3,434.5 6.7% 10,520.4 10,509.6 0.1%

Taxes on sales and services (641.6) (526.7) 21.8% (1,919.1) (1,495.8) 28.3%

Net Sales and Services Revenue 3,024.7 2,907.8 4.0% 8,601.3 9,013.8 -4.6%

Cost of goods and services sold (2,309.0) (2,277.1) 1.4% (6,524.1) (6,902.7) -5.5%

Gross Profit 715.7 630.7 13.5% 2,077.2 2,111.1 -1.6%

Gross Margin (% NR) 23.7% 21.7% 2.0 p.p. 24.1% 23.4% 0.7 p.p.

Operating Revenue (Expenses) (531.6) (482.1) 10.3% (1,680.8) (1,740.9) -3.5%

Selling expenses (428.2) (386.6) 10.8% (1,308.1) (1,361.0) -3.9%

General and administrative expenses (26.4) (31.6) -16.5% (80.9) (139.9) -42.2%

Depreciation and amortization (77.0) (63.9) 20.5% (291.8) (240.0) 21.6%

184.1 148.6 23.9% 396.4 370.2 7.1%

Net Financial Result (324.1) (269.8) 20.1% (1,084.3) (818.3) 32.5%

Financial revenues 138.7 131.9 5.2% 481.1 385.9 24.7%

Financial expenses (462.8) (401.7) 15.2% (1,565.4) (1,204.2) 30.0%

Other operating income (expenses)* (10.1) 100.9 -110.0% (35.3) 41.9 -184.2%

Income tax and social contribution 47.8 (140.9) -133.9% 237.3 (12.2) -2045.1%

Net Result (102.3) (161.2) -36.5% (485.9) (418.4) 16.1%

Net Margin (% NR) -3.4% -5.5% 2.1 p.p. -5.6% -4.6% -1.0 p.p.

Adjusted EBITDA 261.1 212.5 22.9% 688.2 610.2 12.8%

Adjusted EBITDA Margin (% NR) 8.6% 7.3% 1.3 p.p. 8.0% 6.8% 1.2 p.p.

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

Consolidated

Period ended on December 31

Consolidated

Period ended on December 31

Operating Result before Net Financial Result and

Equity Accounting

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NON-EXCLUDING THE EFFECTS OF THE CONSOLIDATION OF B2W DIGITAL’S TRANSPORTATION SUBSIDIARIES

B2W - Companhia Digital

Income Statements

(in million of Brazilian reais) 4Q16 4Q15 Variation 2016 2015 Variation

Gross Merchandise Volume (GMV) 4,436.0 3,749.4 18.3% 12,457.7 11,266.4 10.6%

Gross Sales and Services Revenue 3,666.3 3,434.5 6.7% 10,520.4 10,509.6 0.1%

Taxes on sales and services (641.6) (526.7) 21.8% (1,919.1) (1,495.8) 28.3%

Net Sales and Services Revenue 3,024.7 2,907.8 4.0% 8,601.3 9,013.8 -4.6%

Cost of goods and services sold (2,438.7) (2,391.4) 2.0% (6,889.2) (7,226.2) -4.7%

Gross Profit 586.0 516.4 13.5% 1,712.1 1,787.6 -4.2%

Gross Margin (% NR) 19.4% 17.8% 1.6 p.p. 19.9% 19.8% 0.1 p.p.

Operating Revenue (Expenses) (401.9) (367.8) 9.3% (1,315.7) (1,417.4) -7.2%

Selling expenses (298.5) (272.3) 9.6% (943.0) (1,037.5) -9.1%

General and administrative expenses (26.4) (31.6) -16.5% (80.9) (139.9) -42.2%

Depreciation and amortization (77.0) (63.9) 20.5% (291.8) (240.0) 21.6%

184.1 148.6 23.9% 396.4 370.2 7.1%

Net Financial Result (324.1) (269.8) 20.1% (1,084.3) (818.3) 32.5%

Financial revenues 138.7 131.9 5.2% 481.1 385.9 24.7%

Financial expenses (462.8) (401.7) 15.2% (1,565.4) (1,204.2) 30.0%

Other operating income (expenses) (10.1) 100.9 -110.0% (35.3) 41.9 -184.2%

Income tax and social contribution 47.8 (140.9) -133.9% 237.3 (12.2) -2045.1%

Net Result (102.3) (161.2) -36.5% (485.9) (418.4) 16.1%

Net Margin (% NR) -3.4% -5.5% 2.1 p.p. -5.6% -4.6% -1.0 p.p.

Adjusted EBITDA 261.1 212.5 22.9% 688.2 610.2 12.8%

Adjusted EBITDA Margin (% NR) 8.6% 7.3% 1.3 p.p. 8.0% 6.8% 1.2 p.p.

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

Consolidated

Period ended on December 31

Consolidated

Period ended on December 31

Operating Result before Net Financial Result and

Equity Accounting

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BALANCE SHEET

B2W - Companhia Digital

Balance Sheet

(in million of Brazilian reais)

ASSETS

CURRENT ASSETS

Cash and banks 224.2 203.7

Marketable securities 1,742.5 1,269.1

Accounts receivable 689.1 869.2

Inventories 1,541.3 1,605.7

Recoverable taxes 441.3 288.8

Prepaid expenses and other accounts 298.0 265.1

Total Current Assets 4,936.4 4,501.6

NON CURRENT ASSETS

Deferred income tax and social contribution 722.7 673.8

Recoverable taxes 1,067.5 1,083.6

Escrow deposits and other receivables 91.3 91.5

Plant, property and equipment 538.3 544.8

Intangible assets 2,885.1 2,822.8

Total Non-Current Assets 5,304.9 5,216.5

TOTAL ASSETS 10,241.3 9,718.1

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 2,107.9 1,638.8

Loans and financing 526.1 532.2

Debentures 0.8 224.2

Salaries and social contribution 65.3 79.5

Taxes payable 68.4 44.9

Deferred income tax and social contribution 5.3 7.4

Other accounts payable 345.6 261.8

Total Current Liabilities 3,119.4 2,788.8

NON-CURRENT LIABILITIES

Loans and financing 3,539.3 3,465.3

Debentures 200.0 -

Related parties 81.8 14.3

Provision for contingencies and other accounts payable 222.8 278.2

Total Non-Current Liabilities 4,043.9 3,757.8

SHAREHOLDERS' EQUITY

Capital 4,483.0 4,477.4

Capital reserves 38.9 35.7

Equity valuation adjustment (0.9) (0.9)

Accumulated income (losses) (1,443.1) (1,340.9)

Minority interest 0.1 0.1

Total Shareholders' Equity 3,078.0 3,171.4

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 10,241.3 9,718.1

12/31/2016

Consolidated

09/30/2016

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CASH FLOW STATEMENT

B2W - Companhia Digital

Cash Flow Statement

(in million of reais)

Operating Activities 12/31/2016 12/31/2015 Variation

Net Result for the Period (485.9) (418.4) 67.5

Adjustment to the Net Result:

Depreciation and amortization 291.8 239.9 (51.9)

Deferred income tax and social contribution (247.0) (21.9) 225.1

Interest, monetary and currency changes 546.1 470.4 (75.7)

Gain on sale of investment - (99.2) (99.2)

Others 21.0 53.0 32.0

Adjusted Net Result 126.0 223.8 97.8

Change in Working Capital:

Accounts receivable 408.9 282.7 (126.2)

Inventories (134.1) (61.6) 72.5

Suppliers (370.6) (149.1) 221.5

Change in Working Capital: (95.8) 72.0 167.8

Change in Assets:

Prepaid expenses (6.1) (15.8) (9.7)

Escrow deposits 1.5 10.7 9.2

Recoverable taxes (432.6) (394.9) 37.7

Other accounts receivable (current and non-current) (125.6) (120.2) 5.4

Change in Assets: (562.8) (520.2) 42.6

Change in Liabilities

Salaries and social security charges (4.7) 11.8 16.5

Recoverable taxes (current and non-current) 17.6 27.6 10.0

Other liabilities (current and non-current) 49.1 47.6 (1.5)

Change in Liabilities: 62.0 87.0 25.0

Interest Expense on Loans and Debentures (311.8) (116.5) 195.3

Paid Income Tax and Social Contribution (3.5) (3.2) 0.3

Cash Flow from Operating Activities (785.9) (257.1) 528.8

Investing Activities

Marketable securities 496.3 (925.0) (1,421.3)

Purchases of property, plant and equipment assets (28.9) (144.6) (115.7)

Intangible assets (430.9) (576.7) (145.8)

Value paid for the acquisition of subsidiaries (67.4) (186.3) (118.9)

Value received for the acquisition of subsidiaries - 278.4 278.4

Cash Flow from Investing Activities (30.9) (1,554.2) (1,523.3)

Financing Activities

Funding 408.9 2,963.8 2,554.9

Payments (544.4) (1,053.1) (508.7)

Capital reserves - 4.1 4.1

Capital increase in cash 847.1 30.6 (816.5)

Cash Flow from Financing Activities 711.6 1,945.4 1,233.8

Change in cash balance (105.2) 134.1 239.3

Beginning Cash Balance 329.4 195.3 (134.1)

Ending Cash Balance 224.2 329.4 105.2

Consolidated

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ANNEX IV: NOTE REGARDING THE FINANCIAL STATEMENTS

Effects in the consolidation of B2W Digital’s transportation subsidiaries Click-Rodo and Direct (subsidiaries of B2W Digital) provide merchandise distribution services to the Company, generating an elimination effect in consolidated gross revenue and selling, general and administrative expenses (distribution expenses), according to the present accounting rules. The consolidated gross profit is reduced in an amount equal to the positive effect observed in the selling, general and administrative expenses, but with no effect on Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, regarding the voluntary disclosure of non-accounting information such as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and make it comparable among publicly listed companies. To keep the consistency and the comparability between previous periods, we present the reconciliation of EBITDA. In 4Q16, Adjusted EBITDA was R$ 261.1 million. Including other operating income and expenses, EBITDA, according to CVM Instruction 527/12, would be R$ 251.0 million in 4Q16, representing 8.3% of net revenue.

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ANNEX V: INDEBTEDNESS

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

Consolidated Indebtedness - R$ MM 12/31/2016 09/30/2016 12/31/2016 09/30/2016

Short Term Debt 526.1 532.2 526.1 532.2

Short Term Debentures 0.8 224.2 0.8 224.2

Short Term Indebtedness 526.9 756.4 526.9 756.4

Long Term Debt 3,539.3 3,465.3 2,988.1 2,780.1

Long Term Debentures 200.0 - 200.0 -

Long Term Indebtedness 3,739.3 3,465.3 3,188.1 2,780.1

Total Debt (1) 4,266.2 4,221.7 3,715.0 3,536.5

Cash and Equivalents 1,966.7 1,472.8 1,939.4 1,428.5

578.7 689.4 54.9 48.5

Total Cash (2) 2,545.4 2,162.2 1,994.3 1,477.0

Net Debt (Cash) (2) - (1) 1,720.8 2,059.5 1,720.8 2,059.5

Net Debt (Cash) / Adjusted EBITDA LTM 2.5 3.2 2.5 3.2

Average Maturity of Debt (days) 828 753 873 778

Credit Card Accounts Receivables Net of Discounts

Including FIDC

Consolidation

Excluding FIDC

Consolidation

Consolidated Accounts Receivable Reconciliation - R$ MM 12/31/2016 09/30/2016 12/31/2016 09/30/2016

Gross Credit Cards Receivables 2,992.8 2,302.5 2,992.8 2,302.5

Discounted Receivables (2,414.1) (1,613.1) (2,937.9) (2,254.0)

578.7 689.4 54.9 48.5

Present Value Adjustment (2.1) (2.3) (2.1) (2.3)

Allowance for Doubtful Accounts (17.2) (15.2) (17.2) (15.2)

Other Accounts Receivable 129.7 197.4 129.7 197.4

Net Accounts Receivable - Consolidated 689.1 869.3 165.3 228.4

Credit Card Receivables - Net of Discounted Amount

Including FIDC

Consolidation

Excluding FIDC

Consolidation

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ANNEX VI: DEFINITIONS

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

Adjusted Gross Profit: Gross profit excluding the effects of the consolidation of B2W Digital’s transportation subsidiaries.

Adjusted SG&A: SG&A excluding the effects of the consolidation of B2W Digital’s transportation subsidiaries.

GMV (Gross Merchandise Volume): Sales of own merchandise, sales realized on the Marketplace, and other revenues (excluding commissions from Marketplace sales), after returns and including taxes.

Market Share: Total sales on B2W sites, including those made on the Marketplace, divided by total market sales (source: e-Bit).

Marketplace Participation: Marketplace sales as a percentage of total consolidated GMV.

Net Debt (Cash): Calculated as the sum of short-term and long-term indebtedness, less the sum of cash & equivalents and credit card accounts receivables (net of the discounted balance).

Net New Customers: Increase in active customer base during the trailing 12 months.

Net Working Capital: Calculated as the sum of credit card accounts receivable days (using GMV as the base) and inventory days, less accounts payable days; considering GMV and COGS over the past 12 months.

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INFORMATION ABOUT THE WEBCAST AND THE CONFERENCE CALL

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