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

Companhia Brasileira de Distribuição

Consolidated Financial Statements

Years ended December 31, 2019 and 2018

Index

Message from management

3

Report of audit committee

5

Management statement on the financial statements

8

Management statement on the independent auditor's report

9

Financial statements

Consolidated Balance Sheet

10

Consolidated Statement of operations

12

Consolidated Statement of comprehensive income

13

Consolidated Statement of changes in shareholders' equity

14

Consolidated Statement of cash flows

16

Consolidated Statement of value added

18

Notes to the consolidated financial statements

19

2

MESSAGE FROM MANAGEMENT

In 2019 we strengthened our presence in the Brazilian market as a multi-business,multi-format and multi-region company as a result of the strategic management of our portfolio, as well as by positioning and adjusting the value proposition of banners and the offering of products and services to match the needs of our clients.

With the divestment of our entire interest in Via Varejo, concluded in June, we focused 100% of our operations on food retail and took an important step in the process of structure simplification of Casino Group, our parent company, in Latin America. The acquisition of 96.57% of the capital stock of Grupo Éxito, which is now part of GPA's portfolio, expanded our operations to other countries and was carried out with a high level of transparency, enabling the creation of greater value for our stakeholders. GPA has established itself as South America's largest food retail company by absorbing Grupo Éxito, the retail market leader in Colombia and with operations in Uruguay and Argentina. In this context, we were pleased to receive the approval of the Board of Directors and our shareholders for GPA's migration to Novo Mercado, the special listing segment of B3. We expect to conclude the Company's admission in the first quarter of 2020.

We took important strides, despite a challenging economic scenario in which consumption was sharply affected by high unemployment rates: gross sales in Brazil increased 10.2% from the prior year, ending 2019 at R$59.1 billion. The group's consolidated sales, including Éxito's results in December, reached R$61.5 billion in the year. We also registered 7.9% growth in EBITDA, which totaled R$4.0 billion, and net income of R$790 million.

We maintained the strong growth of the Assaí banner, with an increase of more than R$ 5 billion in sales and continued growth in customer traffic and market share, despite a strong comparison base, and profitability evolution. With record store openings in a single year, the 22 new stores inaugurated confirm the successful expansion strategy of the model, which is already fully embedded in the routine of Brazilian consumers.

At Multivarejo, we took a major step in building a portfolio that better meets the clients' needs, as well as reinforce consumers' power of choice, thus ensuring a better offering of products and servic es. All in all, 122 stores were renovated, converted or inaugurated in the year, making us more confident for 2020.

Our focus on improving our clients' shopping experience was materialized with the renovation of Pão de Açúcar stores under the concept of last generation stores, presenting a multi-channel,multi-sensory and multi-solution space. By the end of 2019, the 46 renovated stores already accounted for 40% of the banner's revenue, delivering significant outstanding performance within the business unit in terms of sales and profitability.

Also noteworthy is the process of conversion of Extra supermarket stores into Compre Bem and Mercado Extra stores, reaching 70% of the business portfolio, matched by significant growth in sales, volume and customers. The Proximity business continues to soar, thanks to its effective value proposition, as evidenced by the continuous increase in sales - seven consecutive quarters of growth - and profitability gains throughout the year.

Our Private-Label Brands, an important pillar of loyalty-building and profitability of our business, had their portfolio completely revamped with the launch of more than 1,500 products and entry into new categories, which increased the share of sales and a more integrated strategy for the Group's different businesses.

We continue to strengthen the GPA ecosystem and advance in our digital transformation strategy in a continuous process of integrated evolution of online and offline solutions, reaffirming our leadership in the food e-commerce segment, which grows more than 40% in the year.

With innovation present in our DNA, one year after the commercial partnership with the startup Cheftime, we acquired the foodtech in November 2019 and accelerated its development; we also expanded the James Delivery

3

operation to 19 cities and created Brazil's first retail coalition program - Stix Fidelidade - in partnership with Raia Drogasil, the leader in the Brazilian drugstore market.

As an agent of change in society, we have as our Company's sustainability guidelines the purpose of promoting conscious consumption and supply, minimizing our environmental impact, contributing with transformations in our entire value chain, valuing our people by promoting inclusion and diversity; and strengthening our relationships and engagement to the society that we are part of. Our initiatives on these fronts are executed through a transparent management whose cornerstone is to integrate sustainability into the Group's strategy and business model, aiming for economic, social and environmentally sustainable results.

With the conviction that we can and must create positive impact, including the contribution for a more inclusive and representative society, we sought to achieve our commitment to increase the number of employees that are: disabled, over 60 years old, youngsters, women, and of color for leadership positions. As part of our progress on our diversity goals, we reinforced agendas that fight racial discrimination and promote LGBTQIA+ rights. With the goal of advancing towards gender equality, we implemented our Leadership Development Program for Women, reaching more than 200 female managers, and proudly received in 2019 the Women in Leadership Award from Valor Econômico in the retail category, as well as the WEP's Award (Women's Empowerment Principles) from ONU Mulheres in the bronze category.

The year 2020 has shown a positive outlook, in light of signs of improvement in the country's macroeconomic scenario, combined with the results that countless work fronts and the rollout of the strategic business plan will bring to the Company.

This year, we will focus heavily on the hypermarket format, with the project to reformulate the stores' portfolio. We will maintain Assaí's expansion plan in full swing, with new organic stores and hypermarkets conversions, and will once again invest in the organic growth of Pão de Açúcar, in addition to the renovation of new stores under the last generation concept, and of Minuto Pão de Açúcar.

All digital transformation fronts will continue in a process that is further integrated with business, guided by the alignment of the four fundamental pillars: profitability, scalability, cost reduction and better customer experience.

To execute this plan, we count on a highly engaged team of more than 110,000 employees, the support of our shareholders, partnerships with our suppliers and the trust of our customers. The relationships we forge are strengthened by our commitment to serve our customers and contribute to society, supporting initiatives with the highest impact and growing in a sustainable manner for the prosperity of all.

Peter Estermann - Chief Executive Officer

4

REPORT OF THE AUDIT COMMITTEE - FISCAL YEAR 2019

Introductory remarks

The Audit Committee (the "Committee") of Companhia Brasileira de Distribuição (the "Company" or "GPA") is defined in the bylaws as a statutory advisory body directly bound to the Board of Directors.

The responsibilities and duties of the various governance bodies that interact with the Audit Committee ar e identified on the Company's Investor Relations portal that can be accessed at the following address: http://www.gpari.com.br/

Committee activities in 2019

MEETINGS

In 2019 the Committee held 18 sessions, 7 of which were scheduled in advance according to the official annual calendar, and the remaining 11 were extraordinary. The meetings were attended by members of the Executive Board of Officers, internal auditor and other managers of the Company, and 9 of such meetings were also attended by independent auditors.

The Committee, or through its members, individually and/or jointly, also held sessions with the Company's CEO, its CFO and the Deputy Vice President of the Board of Directors, as well as with the Officers responsible for the Company's Business Units, aiming at having a detailed knowledge of the operations and the key risks and mitigation actions connected to each corresponding area.

The Coordinator periodically reported to the Board of Directors the main topics addressed by the Committee in its meetings, accompanied by the External Auditors whenever applicable.

INTERACTION WITH INTERNAL AND INDEPENDENT AUDITORS

The Coordinator of the GPA/CBD Committee periodically interacted with the Internal Audit of Casino Group, which is GPA's controlling shareholder based in France, aiming at exchanging experiences and best governance practices.

The Committee worked intensively with the Company's Internal Audit Officer (accompanied, when applicable, by the risk area coordinator), as well as with the key partners and the E&Y Independent Audit team. Except for emerging issues that arose, the following topics were the Committee's permanent agenda with the Auditors, both Internal and independent:

  • knowledge of the composition and the declared level of experience of the designated teams;
  • periodic training program for internal auditors;
  • semiannual and/or annual work plan, as appropriate, for the performance of their duties;
  • periodic follow-up, with pertinent inquiries of causes and corrective measures, on deviations from previously submitted work plans;
  • knowledge of the conclusions, whether partial or final, of the works performed or being performed by the internal and independent auditors in the exercise of their duties; summoning the manager responsible for issues reported by the auditors, when applicable, to provide clarification and detail of any corrective measures;

Also, in view of the acquisition process of the former GPA co-parent company, Almacenes Éxito S.A. ("Éxito Group") completed at the end of 2019, in January 2020 the Committee started the process of interacting with the Management members of Éxito Group and its independent auditors aiming at monitoring the consolidation of Éxito Group's balance sheet into GPA and confirming the alignment with the accounting practices adopted by GPA.

In addition to following up such balance sheet consolidation process, the Committee became aware of the Internal Audit, Risk Management, and Compliance practices adopted by the Éxito Group, anticipating a periodic monitoring program for such issues of Éxito Group and its subsidiaries.

5

  • Contingencies and Allowances

Over year 2019 the Committee periodically monitored GPA contingencies, following up related allowances and giving special attention to the progress of tax and labor claims.

  • Transactions with Related Parties

Pursuant to the procedures and responsibilities described in the Policy on Transactions with Related Parties, the Committee evaluated concrete cases of compliance with the procedures set out in such Policy to discuss and decide on cases that are subsequently forwarded to the Board of Directors' resolution.

As regards the topic of Transactions with Related Parties, it is worth mentioning that the Committee reviewed and confirmed the compliance with the provisions set forth in the Company's Policy on Transactions with Related Parties connected to the launch of a public offer with a view to acquire Éxito Group.

It is worth highlighting that, in the operation to acquire control of Éxito Group, a Special Committee composed by Independent Directors was created to monitor and review the conditions of such transaction, which was deemed as a transaction between related parties; such Special Committee reported directly to the GPA Board of Directors expressing its agreement with the proposed conditions.

  • AccountingIssues

With the Accounting Board, the Committee has reviewed and discussed, prior to the release of every quarterly results and the results for the fiscal year ended on December 31, 2019, the information contained in the Financial Statements and the Notes thereto, and the Independent Auditors have always followed it up.

  • Tax Issues

Over year 2019 the Committee monitored the implementation of the system for controlling taxes on purchases, transfers, and sales, which included the implementation of solutions through a system and the review/creation of processes to standardize and organize the generation of information related to tax rules, product payment, calculation of taxes, accounting inventory management, and basic registration data.

In addition, the Committee members held discussions with the Company about the methodology for monetizing tax credits, as well as kept monitoring, on a quarterly basis, compliance with the credit consumption schedule, with a special focus on the allowance amounts.

  • Compliance

Over year 2019 the Committee kept supervising the Company's Compliance area, which focused on monitoring the supplier base aiming at mitigating risks of fraud, corruption, and conflicts of interest, monitoring government agreements and revising the Code of Ethics to adapt it to the Novo Mercado [i.e., Updated Listing Rules for the New Brazilian Stock Exchange Market, so-called B3, which became effective on Feb. 2, 2018], and became aware of the training and qualifications for GPA's employees and suppliers carried out during the year.

  • Internal Controls

The Committee maintained constant supervision of all activities carried out by the area responsible for internal controls over 2019, focused on compliance with the obligations provided for in SOX.

  • Whistle-blowingChannel

The Audit Committee regularly monitored the most relevant complaints received through the internal communication channel (Whistle-blowing) in a confidential manner and without identifying the whistle-blower.

  • Risks

The Audit Committee carried out an extensive work with the Risk Management team in order to adopt a methodology for determining a Risk Matrix, which will be the subject of deliberation by the Company's Board of Directors.

6

Recommendations by the Audit Committee

Suggestions for improvements in internal processes and procedures have been submitted by the Committee and addressed by the Company in a timely manner.

Other topics

The Audit Committee took notice about the Material Fact disclosed by Via Varejo S.A in December 12, 2019, about anonymous complaint about supposed signs of accounting irregularities in the mentioned company. It also took notice about the Communication to the Market disclosed by GPA in the same date, refuting the content of the mentioned Relevant Fact. This Committee did not receive information about any fact or sign that could corroborate with the content of the mentioned Relevant Fact of Via Varejo S.A.

Without prejudice to the technical reservation included by the independent auditors in its Audit Report, this Committee is not aware of any elements that could indicate the need for adjustments to the GPA Financial Statements.

Conclusion

The Audit Committee believes that all relevant matters that came to its knowledge and are described in this Report are appropriately disclosed in the Management's Report, in the Financial Statements and its corresponding Notes related to the fiscal year ended on December 31, 2019, which were audited by EY, recommending that they be forwarded for deliberation by the Board of Directors and submitted for approval by CBD's General Shareholders' Meeting.

Sao Paulo (SP, Brazil), February 19, 2020.

Luiz Nelson Guedes de Carvalho - Coordinator of the Committee; Accounting, Financial and Auditing Specialist.

Eleazar de Carvalho Filho

Renan Bergmann

Gisélia da Silva

7

Management statement on the financial statements

In accordance with the item V of article 25 of Instruction CVM no. 480, of December 7, 2009, as amended, the Directors stated that have reviewed, discussed and agreed with the Company´s Financial Statement related to the year ended 2019, authorizing the conclusion on this date.

São Paulo, February 19, 2020.

Directors

Peter Estermann

President

Christophe José Hidalgo

Vice President of Finance

Isabela Cadenassi

Investor's relationship Director

8

Management statement on the independent auditor's report

In accordance with the item V of article 25 of Instruction CVM no. 480, of December 7, 2009, as amended, the Directors stated that have reviewed, discussed and agreed with to the Independent Registered Public Accounting Firm Report over the Company´s Financial Statements for the year ended 2019, issued on this date.

The Company's Management was informed by the independent auditor about the need to include a technical qualification reservation in its Independent Auditors' Report. Management fully ratifies the terms of the Notice to the Market, as per Note 1.1 and trusts the withdrawal of the said technical as soon as the private investigations in Via Varejo are concluded.

São Paulo, February 19, 2020.

Directors

Peter Estermann

President

Christophe José Hidalgo

Vice President of Finance

Isabela Cadenassi

Investor's relationship Director

9

Companhia Brasileira de Distribuição

Balance Sheets

Years ended December 31, 2019 and 2018 (In millions of Reais)

Parent Company

Consolidated

Note

12.31.2019

12.31.2018

01.01.2018

12.31.2019

12.31.2018

01.01.2018

Restated

Restated

Current assets

Cash and cash equivalents

6

2,863

2,935

2,868

7,954

4,369

3,792

Trade accounts receivable, net

7

256

274

428

727

384

618

Other receivable

8

168

291

253

381

302

267

Inventories, net

9

3,358

3,606

3,042

8,625

5,909

4,822

Recoverable taxes

10

516

316

360

1,627

679

596

Derivative financial instruments

19.1

45

-

-

73

43

-

Other current assets

114

118

119

287

145

131

Assets held for sale

33.1

171

2,064

1,948

218

29,018

26,746

Total current assets

7,491

9,604

9,018

19,892

40,849

36,972

Noncurrent assets

Trade receivables, net

7

1

4

80

1

4

80

Other receivables

8

156

128

447

192

128

642

Recoverable taxes

10

1,735

1,813

1,465

2,702

2,745

1,747

Derivative financial instruments

19.1

2

35

12

13

44

28

Deferred income tax and social

contribution

21

285

266

242

354

298

252

Related parties

11

248

341

206

104

34

25

Restricted deposits for legal

proceedings

22.7

639

624

609

795

776

762

Other noncurrent assets

9

17

8

94

17

7

Investments

12

7,730

4,418

3,250

749

203

156

Investment properties

14

-

20

21

2,863

20

21

Property and equipment, net

15

9,435

9,264

9,602

22,792

14,052

13,292

Intangible assets, net

16

1,909

1,816

1,147

7,440

2,818

1,878

Total noncurrent assets

22,149

18,746

17,089

38,099

21,139

18,890

Total assets

29,640

28,350

26,107

57,991

61,988

55,862

The accompanying notes are integral part of these financial statements .

10

Companhia Brasileira de Distribuição

Balance Sheets

Years ended December 31, 2019 and 2018 (In millions of Reais)

Parent Company

Consolidated

Note

12.31.2019

12.31.2018

01.01.2018

12.31.2019

12.31.2017

01.01.2017

Restated

Restated

Current liabilities

Trade payable, net

17

5,022

5,604

5,377

14,887

9,246

8,128

Borrowings and financing

18

2,016

1,306

1,177

3,488

1,981

1,200

Lease liabilities

23

533

431

386

937

507

445

Payroll and related taxes

392

433

441

980

686

640

Taxes, installment and contributions

payable

20

203

236

228

531

370

301

Related parties

11

234

316

387

215

145

153

Dividends payable

25,3

156

57

78

168

57

78

Financing of properties

127

68

95

231

149

116

Deferred revenue

24

60

89

28

365

250

146

Transfer to third parties

10

11

14

164

11

14

Acquisition of Companies

Non-controlling shareholders

19.3

-

20

-

466

20

-

Other current liabilities

465

231

183

703

289

227

Liabilities related to assets held for

sale

33

-

-

-

-

23,876

21,947

Total current liabilities

9.218

8,802

8,394

23.135

37,587

33,395

Noncurrent liabilities

Borrowings and financing

18

3,356

3,290

2,741

10,706

3,392

3,193

Lease liabilities

23

4,388

4,239

3,945

7,730

5,280

4,822

Deferred income tax and social

contribution

21

-

-

-

748

523

347

Tax payable in installments

20

376

471

566

376

471

566

Provision for risks

22

940

987

812

1,305

1,235

1,107

Deferred revenue

24

24

10

22

26

13

22

Provision for losses on investiment in

associates

12

385

279

201

386

279

201

Other noncurrent liabilities

33

38

42

68

49

53

Total noncurrent liabilities

9,502

9,314

8,329

21,345

11,242

10,311

Shareholders' equity

25

Share capital

6,857

6,825

6,822

6,857

6,825

6,822

Capital reserves

447

413

355

447

413

355

Earning reserves

3,529

3,062

2,256

3,529

3,062

2,256

Other comprehensive income

107

(66)

(49)

107

(66)

(49)

10,940

10,234

9,384

10,940

10,234

9,384

Non-controlling interest

-

-

-

2,571

2,925

2,772

Total shareholders' equity

10,925

10,234

9,384

13,496

13,159

12,156

Total liabilities and shareholders' equity

29,660

28,350

26,107

57,991

61,988

55,862

The accompanying notes are integral part of these financial statements .

11

Companhia Brasileira de Distribuição

Statements of Operations

Years ended December 31, 2019 and 2018 (In millions of Reais)

Parent Company

Consolidated

Note

12.31.2018

12.31.2017

12.31.2018

12.31.2017

Restated

Restated

Net operating revenue

26

25,807

26,197

56,635

49,388

Cost of sales

27

(19,062)

(18,795)

(44.,451)

(37,779)

Gross profit

6,745

7,402

12,184

11,609

Operating expenses, net

Selling expenses

27

(4,492)

(4,618)

(7,431)

(6,553)

General and administrative expenses

27

(741)

(760)

(923)

(1,049)

Depreciation and amortization

(947)

(888)

(1,413)

(1,202)

Share of profit of associates

12

965

1,149

(10)

28

Other operating expenses, net

28

(230)

(176)

(459)

(203)

(5,445)

(5,293)

(10,236)

(8,979)

Profit from operations

1,300

2,109

1,948

2,630

Financial expenses, net

29

(955)

(921)

(1,206)

(1,061)

Income before income tax and social contribution

345

1,188

742

1,569

Income tax and social contribution

21

133

49

(244)

(413)

Net income for the year from continued operations

478

1,237

488

1,156

Net income for the year from discontinued operations

312

(88)

348

128

Net income for the year

790

1,149

836

1,284

Attributed to:

Controlling shareholders

from continued operations

478

1,237

478

1,156

Controlling shareholders

from discontinued operations

312

(88)

312

(7)

Total of controlling shareholders

790

1,149

790

1,149

Non-controlling interest - Continued Operations

-

-

11

-

Non-controlling shareholders from- discontinued

operations

-

-

36

135

Total of non-controlling from shareholders

-

-

46

135

Earnings per share (Weighted average cost - R$)

30

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Basic

Common - continued and discontinued operations

2.78358

4.05428

2.78358

4.05428

Common - continued operations

1.68424

4.08054

1.68424

4.08054

Preferred - continued and discontinued operations

3.06194

4.46233

3.06194

4.46233

Preferred - continued operations

1.85267

4.48859

1.85267

4.48859

Diluted

Common - continued and discontinued operations

2.78647

4.05428

2.78647

4.05428

Common - continued operations

1.68569

4.08054

1.68569

4.08054

Preferred - continued and discontinued operations

3.05272

4.43170

3.05272

4.43170

Preferred - continued operations

1.84709

4.45796

1.84709

4.45796

The accompanying notes are integral part of these financial statements .

12

Companhia Brasileira de Distribuição

Statements of Comprehensive Income Years ended December 31, 2019 and 2018 (In millions of Reais)

Net income for the year

-Items that may be subsequently reclassified to statement of operations: Foreign currency translation

Fair value of trade receivable

Income taxes related to other comprehensive income

-Items that will not be reclassified subsequently to statement of operations: Other comprehensive income

Comprehensive income for the year

Attributed to:

Controlling shareholders

Non-controlling shareholders

Parent company

12.31.2019 12.31.2018

Restated

7901,149

151(26)

(5)9

5-

6-

(2)-

9451,132

Consolidated

12.31.2019 12.31.2018

Restated

8361,284

214(26)

  1. 17

5-

16-

  1. -

1.0541,275

9451,132

109143

1,0541,275

The accompanying notes are integral part of these financial statements .

13

Companhia Brasileira de Distribuição

Statements of Changes in Shareholders' Equity Years ended December 31, 2019 and 2018 (In millions of Reais)

Capital reserves

Earnings reserves

Equity

Accumula-

Other

attributed

Participation

Share

Other

Stock

Expan-

Treasury

Earnings

Grant

compre

to the

of non-

Legal

ted profit

Total

Capital

Reserves

Options

sion

Shares

Retention

reserve

hensive

controlling

controlling

(loss)

results

share-

shareholders

Restated

holders

Balance at December 31, 2017

previously presented

6,822

7

348

457

2,728

(7)

(4)

-

(114)

(49)

Adjustment retrospective application

(see note 5.1.4)

-

-

-

-

-

-

-

-

(804)

-

(804)

(81)

(885)

Balance at January 1, 2018

6,822

7

348

457

2,728

(7)

(4)

-

(918)

(49)

9,384

2,772

12,156

Other comprehensive income:

Net income for the year

-

-

-

-

-

-

-

-

1,149

-

1,149

135

1,284

Foreign currency translation

-

-

-

-

-

-

-

-

-

(26)

(26)

-

(26)

Fair value of trade receivable

-

-

-

-

-

-

-

-

-

9

9

8

17

Comprehensive income for the

year

-

-

-

-

-

-

-

-

1,149

(17)

1,132

143

1,275

Capital increase

3

-

-

-

-

-

-

-

-

-

3

-

3

Stock options granted

-

-

44

-

-

-

-

-

-

-

44

-

44

Stock options granted - subsidiaries

-

-

14

-

-

-

-

-

-

-

14

6

20

Appropriation of net income to legal

reserve

-

-

-

60

-

-

-

-

(60)

-

-

-

-

Increase reserve

-

-

-

-

(211)

-

-

58

153

-

-

-

-

Interest on own capital

-

-

-

-

(13)

-

-

-

(261)

-

(274)

-

(274)

Proposed dividends (Note 25.3)

-

-

-

-

-

-

-

-

(56)

-

(56)

-

(56)

Gain (Loss) Ownership Interest

-

-

-

-

-

-

(4)

-

-

-

(4)

1

(3)

Transactions with non-controlling

interests

-

-

-

-

-

-

(2)

-

(7)

-

(9)

3

(6)

Balance at December 31, 2018

6,825

7

406

517

2,504

(7)

(10)

58

-

(66)

10,234

2,925

13,159

The accompanying notes are integral part of these financial statements.

14

Companhia Brasileira de Distribuição

Statements of Changes in Shareholders' Equity Years ended December 31, 2019 and 2018 (In millions of Reais)

Capital reserves

Earnings reserves

Equity

Participatio

Other

attributed to

Accumu-

n of non-

Share

Other

Stock

Expan-

Treasury

Earnings

Grant

compre-

the contro-

Total

Legal

lated profit

controlling

Capital

Reserves

Options

sion

Shares

Retention

reserve

hensive

lling

(loss)

share-

results

sharehol-

holders

ders

Balance at December 31,

2018 - Restated

6,825

7

406

517

2,504

(7)

(10)

58

-

(66)

10,234

2,925

13,159

Other comprehensive income:

Net income for the year

-

-

-

-

-

-

-

-

790

-

790

46

836

Foreign currency translation

-

-

-

-

-

-

-

-

-

151

151

63

214

Fair value of trade receivable

-

-

-

-

-

-

-

-

-

(5)

(5)

(10)

(15)

Income taxes related to other

comprehensive income

-

-

-

-

-

-

-

-

-

6

6

10

16

Cash flow hedge

-

-

-

-

-

-

-

-

-

5

5

-

5

Other comprehensive income

-

-

-

-

-

-

-

-

-

(2)

(2)

-

(2)

Comprehensive income for

the year

-

-

-

-

-

-

-

-

790

155

925

109

1,054

Capital increase (Note 25)

32

-

-

-

-

-

-

-

-

-

32

-

32

Stock options granted

-

-

29

-

-

-

-

-

-

-

29

-

29

Stock options granted to

-

-

5

-

-

-

-

-

-

-

5

4

9

subsidiaries

Appropriation of net income to

legal reserve

-

-

-

39

-

-

-

-

(39)

-

-

-

-

Interest on own capital

-

-

-

-

(137)

-

-

-

(37)

-

(174)

-

(194)

Reservation constitution

-

-

-

-

549

-

-

-

(549)

-

-

-

-

Proposed dividends (note 25.3)

-

-

-

-

-

-

-

-

(156)

-

(156)

(38)

(189)

Transactions with non-

controlling interests

-

-

-

-

-

-

16

-

(4)

-

12

343

355

Acquisition of companies

-

-

-

-

-

-

-

-

-

-

-

2,519

2,519

Deconsolidation Via Varejo

-

-

-

-

-

-

-

-

(5)

18

13

(3,291)

(3,278)

Balance at December 31,

2019

6,857

7

440

556

2,916

(7)

6

58

-

107

10,940

2,571

13,511

The accompanying notes are integral part of these financial statements.

15

Companhia Brasileira de Distribuição

Statement of Cash Flows

Years ended December 31, 2019 and 2018 (In millions of Reais)

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Cash flow provided by operating activities

Net income for the year

790

1,149

836

1,284

Adjustments to reconcile net income net cash provided

by (used in)

operating activities:

Deferred

income tax (note 20)

(23)

(26)

147

235

Loss (gain) on disposals of property and equipment

30

(145)

88

17

Depreciation and amortization

1,063

985

1,559

1,322

Interest and monetary variations

938

878

1,668

1,730

Adjust to present value

1

3

1

3

Equity income (note 12)

(965)

(1,149)

(6)

(69)

Provision

for lawsuits

29

240

194

730

Provision

for losses and losses

-

(2)

-

29

Share-based payment

34

41

38

41

Estimated loss on loan losses (note 8.1)

17

4

263

634

Provision for obsolescence and breakdown (Note 9.2)

-

(5)

16

(6)

Revenue

to be appropriated (Note 24)

(25)

(23)

(344)

(478)

Gain on write-off of lease liabilities

(92)

(34)

(116)

(80)

Other operating income / expenses

39

9

18

(369)

Gain on sale of subsidiary

(598)

-

(598)

-

1,238

1,925

3,774

5,023

Changes

in operating assets and liabilities

Trade

receivables

5

242

(14)

(326)

Inventories

246

(559)

(175)

(1,475)

Recoverable taxes

(138)

(307)

(289)

(1,350)

Other assets

98

(35)

(173)

(34)

Related parties

(2,256)

(228)

(81)

166

Restricted deposits for legal proceedings

(27)

(22)

(6)

(1)

Trade payables

(579)

227

(1,215)

2,149

Payroll, related taxes

(41)

(8)

(131)

36

Taxes and social contributions payable

(53)

(132)

(15)

249

Income tax and contributions paid

(93)

-

(231)

(410)

Payments of risks

(109)

(117)

(453)

(1,021)

Deferred

revenue

117

58

173

1,032

Other liabilities

49

2

(52)

193

Dividends

and interest on own capital receivable

306

141

23

36

(2,475)

(738)

(2,639)

(756)

Net cash provided by the operating activities

(1,237)

1,187

1,135

4,267

The accompanying notes are integral part of these financial statements.

16

Companhia Brasileira de Distribuição

Statement of Cash Flows

Years ended December 31, 2019 and 2018 (In millions of Reais)

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Cash flow from investing activities

Capital increase in subsidiaries

-

(22)

-

-

Acquisition of property, plant and equipment (Note 15.4)

(909)

(385)

(2,462)

(1,649)

Increase in intangible assets (note 16.3)

(160)

(318)

(320)

(715)

Sale of fixed assets

148

407

511

467

Payament of Éxito acquisition net of cash

-

-

(3,309)

-

Cash received in the sale of Via Varejo

2,513

-

2,326

-

Acquisition of investment property (Note 14)

-

-

(12)

-

Net cash used in investment activities

1,592

(318)

(3,266)

(1,897)

Cash flow from financing activities

Capital increase

32

3

32

3

Funding and refinancing

(Note 18.2)

2,259

2,903

13,604

9,139

Loan and financing payments (Note 18.2)

(1,615)

(2,582)

(9,952)

(8,687)

Liability payments

(843)

(782)

(1,498)

(1,743)

Dividend payment

(229)

(342)

(268)

(351)

Acquisition of partnership

(31)

(2)

(31)

(1)

Transactions with non-controlling interests

-

-

7

(1)

Net cash generated (invested) in financing activities

(427)

(802)

1,894

(1,641)

(Loss) gain cash and cash equivalents net

(72)

67

(237)

729

Exchange variation on cash and cash equivalents

-

-

111

-

Cash and cash equivalents

at the beginning of the year

2,935

2,868

8,080

7,351

Cash and cash equivalents

at the end of the year

2,863

2,935

7,954

8,080

12.31.2019

12.31.2018

Cash and cash equivalents

reconciliation:

Cash and cash equivalents

as per the cash flow

7,954

8,080

Cash and cash equivalents

as per the balance sheet

7,954

4,369

Cash included in "assets held for sale and discontinued operations"

-

3,711

The main non-cash transactions are disclosed in note 32.

The accompanying notes are integral part of these financial statements .

17

Companhia Brasileira de Distribuição

Statement of Value Added

Years ended December 31, 2019 and 2018 (In millions of Reais)

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Revenues

Gross sales of goods and service

28,006

28,394

61,544

53,615

Allowance of estimated loss on trade receivables

1

(4)

(1)

(4)

Other revenues

265

468

633

500

28,272

28,858

62,176

54,111

Products acquired from third parties

Costs of sales

(19,263)

(19,041)

(46,150)

(39,383)

Materials, energy, outsourced services and other

(3,122)

(3,493)

(5,164)

(4,602)

(22,385)

(22,534)

(51,314)

(43,985)

Gross value added

5,887

6,324

10,862

10,126

Retention

Depreciation and amortization

(1,063)

(985)

(1,559)

(1,322)

Net Value Added Produced

4,824

5,339

9,303

8,804

Value added received in transfer

Share of profit of associates

965

1,149

(10)

28

Financial income

171

184

485

256

Others (net income of discontinued operations)

312

(88)

348

128

1,448

1,245

823

412

Total value added to distribute

6,272

6,584

10,126

9,216

Personnel

3,173

3,234

4,907

4,462

Direct compensation

1,969

1,962

3,211

2,780

Participation

400

439

422

472

Benefits

617

662

999

971

Government severance indemnity fund for employees (FGTS)

187

171

275

239

Taxes, fees and contributions

1,176

1,018

2,660

2,049

Federal

393

307

857

912

State

473

511

1,347

895

Municipal

310

203

456

242

Value distributed to providers of capital

1,133

1,183

1,713

1,421

Interest

1,123

1,172

1,679

1,390

Rentals

10

11

34

31

Value distributed to shareholders

790

1,149

836

1,284

Dividends and interest on own capital

325

330

363

330

Retained earnings

465

819

427

819

Non-controlling interest

-

-

46

135

Total value added distributed

6,272

6,584

10,126

9,216

The accompanying notes are integral part of these financial statements .

18

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(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") is engaged in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores especially under the trade names "Pão de Açúcar, "Minuto Pão de Açúcar", "Extra Hiper/Mercado Extra", "Extra Super", "Minimercado Extra", "Assai", and the neighborhood shopping mall brand "Conviva". The

Group's headquarters are located in the city of São Paulo, State of São Paulo, Brazil.

On November 27, 2019, the Company acquired of Casino the control of Almacenes Éxito SA ("Éxito"), a Colombian company operating in this country under the supermarket and hypermarket flags Éxito, Carulla, Super Inter, Surtimax and Surtimayorista, in Argentina under the Libertad banner and in Uruguay having Disco and Devoto. Additionally, Éxito operates shopping centers in Colombia under the Viva brand. The operations of Éxito and its subsidiaries will be considered as an international operating segment Éxito Group in note 31. Further details of the acquisition can be seen in note 13 of these financial statements.

The Company's investments in retail activities in the electronics and e-commerce segments related to Via Varejo S.A. were presented as discontinued operations and were alienated in June 2019 (see note 13.2), and represented the stores under the brands "Ponto Frio" and "Casas Bahia", as well as the e- commerce platforms "CasasBahia.com," "Extra.com", "Pontofrio.com" and "Barateiro.com".

The Company's shares are listed on the São Paulo Stock Exchange ("B3") 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".

The Company is indirectly controlled by Almacenes Éxito S.A., through Wilkes Participações S.A.

("Wilkes"), and its ultimate parent company is Casino Guichard Perrachon ("Casino"), French company listed on Paris Stock Exchange.

1.1. Allegations of alleged irregularities Via Varejo S.A. ("Via Varejo")

The current management of Via Varejo, controlled by GPA until June 2019 when it was sold in an auction in the stock exchange, communicated on November 13th, 2019, that allegations had been brought to their attention, leading the commencement of private investigations. On December 12th, 2019, through a Relevant Notice, Via Varejo communicated that the preliminary investigation had verified alleged indications of accounting irregularities that could be related to periods over which the Company was controlling Via Varejo. The Company affirmed, on the same date, December 12th, 2019, through a Relevant Notice to the market, that there was a strict observation of the applicable accounting standards, and were observed the best governance practices, as well as the fact that the financial statements of that Company were consistently approved, without qualifications, by all bodies of governance, control and approval, including, the Financial Committee, the Audit Committee (after its set up), the Permanent Fiscal Council and the Board of Directors. Said bodies always had significant presence of professionals appointed by the current controlling group of Via Varejo.

Until the date of approval of these Financial Statements as of December 31, 2019, management was not informed by Via Varejo or by any of its representing bodies over the existence of any alleged irregularity in the financial statements of that company.

Consequently, management of Companhia Brasileira de Distribuição reaffirms its conviction disclosed in Relevant Notice to the Market, as mentioned above, and understands that its financial statements are adequately and correctly presented

1.2. Listinf of the Company in "Novo Mercado"

19

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

On December 30, 2019, the Company's shareholders at the Extraordinary General Meeting approved the admission of the Company to the Novo Mercado of B3 SA - Brasil, Bolsa, Balcão ("B3"), the conversion of all preferred shares into common shares, in the proportion of one common share for each preferred share. On February 14, 2020, B3 approved the admission of GPA to the special listing segment "Novo Mercado" wich will become effective upon formalities that are in course, which we expect to be resolved soon.

2. Basis of preparation

The individual and consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB") and accounting practices adopted in Brazil law 6,404/76 and accounting pronouncements issued by Comitê de Pronunciamentos Contábeis ("CPC") and approved by the Brazilian Securities and Exchange Commission ("CVM").

The financial statements have been prepared on the historical cost basis except for certain financial instruments measured at their fair value. All relevant information in the financial statements is being evidenced and corresponds to that used by the Administration in the conduct of the Company.

The individual and consolidated financial statements is being presented in millions of Brazilian Reais ("R$"), which is the reporting currency of the Company. The functional currency of associates and subsidiaries located abroad is the local currency of each jurisdiction.

The financial statements for the year ended December 31, 2019 was approved by the Board of Directors on February 19, 2020.

The Company concluded the sale process of the subsidiary Via Varejo SA (see note 13.2), and maintained until June 14, 2019 the individual and consolidated interim financial information of the result and statement of added value for the periods ended on December 31, 2019 and December 31, 2018 disclosed considering the effects of such transaction in compliance with technical pronouncement CPC 31 / IFRS 5 - Non-current assets held for sale and Discontinued Operation.

The cash flow statements presented include the continuing and discontinued operations in line with technical pronouncement CPC31/IFRS 5.

3. Significant accounting policies

The main accounting policies and practices are described in each corresponding explanatory note, except those below that are related to more than one explanatory note. Accounting policies and practices have been consistently applied to the years presented and to the Company's individual and consolidated financial statements.

3.1. Foreign currency transactions

Foreign currency transactions are initially recognized at the market value of the corresponding currencies on the date the transaction qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are converted into Real, according to the exchange rates of the respective currencies at the end of the years. Differences arising from the payment or translation of monetary items are recognized in the financial result.

3.2. Adjustment to present value of assets and liabilities

Long-term assets and liabilities are adjusted to their present value, calculated taking into account the contractual cash flows and the respective interest rate, explicit or implicit. Short-term assets and liabilities are not adjusted to present value.

20

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  1. Classification of assets and liabilities as current and non-current

  2. Assets (with the exception of deferred income tax and social contribution) that are expected to be realized or that are intended to be sold or consumed within twelve months, as of the balance sheet dates, are classified as current assets. Liabilities (with the exception of deferred income tax and social contribution) expected to be settled within twelve months from the balance sheet dates are classified as current. All other assets and liabilities (including deferred tax taxes) are classified as "non-current".
    Deferred tax assets and liabilities are classified as "non-current", net by legal entity, as provided for in the corresponding accounting pronouncement.
  3. Translation of subsidiaries and associates located in other countries

    • The financial statements are presented in reais, which is the parent company's functional currency. Each entity determines its functional currency and all of its financial transactions are measured in that currency.
      The financial statements of subsidiaries located in other countries that use a functional currency other than that of the parent company are translated into reais at the balance sheet date, according to the following criteria:
    • Assets and liabilities, including goodwill and market value adjustments, are translated into reais at the exchange rate on the balance sheet date.
    • Income statement and cash flow statement are translated into reais using the average rate, unless significant variations occur, when the rate on the transaction date is used.
    • Equity accounts are maintained at the historical balance in reais and the variation is recorded under the equity valuation adjustments item as other comprehensive income.

Exchange rate differences are recognized directly in a separate component of equity. When a foreign operation is sold, the accumulated amount of exchange variation adjustment in shareholders' equity is recorded in the income statement for the year.

Effects of translating the investment in a foreign operation are recognized in separate components of shareholders' equity and reclassified to income for the year when the investment is written off.

  1. Hyperinflation
    The parent company and its subsidiaries are headquartered in countries whose economies are not hyperinflationary, with the exception of the Argentine economy. As of December 31, 2019, the inflation rate accumulated over the past three years, calculated using different combinations of Consumer Price Indexes in Argentina, has exceeded 100%. GPA has an indirect stake in Libertad, headquartered in Argentina, through its subsidiary Éxito, acquired on November 27, 2019 (see note 13).
    The subsidiaries located in Argentina present their financial statements adjusted for inf lation in accordance with CPC 42 / IAS 29 - Accounting and Disclosure in Highly Inflationary Economics based on the current cost approach.
  2. Accounting for equity interests at cost arising from corporate restructuring and carried out with related parties

21

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The Company records, at historical cost, the interests arising from corporate restructuring acquired from related parties without economic essence. The difference between the cost balance and the acquired value is recorded in equity, when the transaction is made between companies under common control. Transactions do not qualify as a business combination under CPC 15R / IFRS 3R.

3.7. Statement of value added

This statement intend to evidence the wealth created by the Group and its distribution in a given year and is presented as required by Brazilian Corporation Law as part of its parent company and consolidated financial statements, as it is neither mandatory nor established by IFRS.

This statement was prepared based on information obtained from accounting records which provide the basis for the preparation of the financial statements, additional records, and in accordance with technical pronouncement CPC 09 - Statement of Value Added, The first part presents the wealth created by the Company and its subsidiaries, represented by revenue (gross sale revenue, including taxes, other revenue and the effects of the allowance for doubtful accounts), inputs acquired from third parties (cost of sales and acquisition of materials, energy and outsourced services, including taxes at the time of acquisition, the effects of losses and the recovery of assets, and depreciation and amortization) and value added received from third parties (equity in the earnings of subsidiaries, financial income and other revenues). The second part of the statement presents the distribution of wealth among personnel, taxes, fees and contributions; and value distributed to third party creditors and shareholders.

4. Adoption of new procedures, amendments to and interpretations of existing standards issued by the IASB and CPC and published standards effective from 2019

4.1. Amendments to IFRS and new interpretations of mandatory application starting at the current year

In 2019, the Company applied amendments and new interpretations to IFRSs and CPCs issued by IASB and CPC, which were mandatorily effective for accounting periods beginning on or fater January 1, 2019. The main amendments are:

Pronouncement

Description

Impact

IFRS 16 - Leasing

Requires a new valuation of leases

See note 4.2 and 4.3.

for either lessors or lessors,

replacing IAS 17 / CPC 06 (R1).

The definition of finance leases

disappears, leaving exceptions for

short-term leases and low value

items.

IFRIC 23 / ICPC 22 - Uncertainty about the treatment of taxes on profit

Clarify the accounting when there

There was no significant impact.

are uncertainties regarding income

taxes regulated by IAS 12 - Income

Taxes - CPC 32 Taxes on profit.

4.2. CPC 06 (R2) / IFRS 16 - Leasing operations

CPC 06 (R2) / IFRS 16 establishes the principles for the recognition, measurement, presentation and disclosure of leasing operations and requires lessees to account for all leases in accordance with a single balance sheet model, similar to accounting for financial leases in acc ording to CPC 06 (R1) / IAS 17.

The Company opted to adopt the full retrospective approach as a transition method on January 1, 2019, with effects from the beginning of the first practicable period and, consequently, the comparative periods are being restated.

22

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

4.3. Presentation of the retrospective effects of CPC 06 (R2) / IFRS 16

As a result of the full retrospective approach, comparative periods are being restated. The Company considered the effects of the application of CPC 06 (R2) / IFRS16 with respect to the use of the nominal incremental rate, the inclusion of taxes on lease payments and the term of improvements in third-party properties in which significant improvements were considered individually by contract on the decision to extend the reasonably certain contractual term.

If the Group had adopted the calculation methodology projecting the inflation embedded in the nominal incremental rate and bringing it to present value by the nominal incremental rate, the average percentage of inflation to be projected per year would be approximately 5.7%. The average term of the contracts considered is 13.4 years. For international subsidiaries, the average nominal incremental rate is 7.5%, with 3.5% of built-in inflation. The average term of the contracts considered is 9.2 years

Balance Sheet

Parent Company

01.01.2018

As originally

IFRS16 effects

Restated

presented

Assets held for sale

2,009

(61)

1,948

Total current assets

9,079

(61)

9,018

Deferred income tax and social contribution taxes

112

130

242

Investments in subsidiaries and associates

3,345

(95)

3,250

Property and equipment

6,286

3,316

9,602

Intangible assets

1,193

(46)

1,147

Total non-current assets

13,784

3,305

17,089

Total Assets

22,863

3,244

26,107

Borrowings and financing

1,223

(46)

1,177

Lease liability

-

386

386

Other current liabilities

291

(108)

183

Total current liabilities

8,162

232

8,394

Borrowings and financing

2,876

(135)

2,741

Lease liability

-

3,945

3,945

Provision for losses on investments in associates

195

6

201

Total non-current liabilities

4,513

3,816

8,329

Total liabilities

12,675

4,048

16,723

Total Shareholders' Equity

10,188

(804)

9,384

Total liabilities and shareholders' equity

22,863

3,244

26,107

23

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Balance Sheet

Consolidated

01.01.2018

As originally presented

IFRS16 effects

Restated

Other current assets

146

(15)

131

Assets held for sale

22,775

3,971

26,746

Total current assets

33,016

3,956

36,972

Deferred income tax and social contribution taxes

125

127

252

Investments in subsidiaries and associates

43

(36)

7

Property and equipment

9,138

4,154

13,292

Intangible assets

1,924

(46)

1,878

Total non-current assets

14,691

4,199

18,890

Total Assets

47,707

8,155

55,862

Borrowings and financing

1,251

(51)

1,200

Lease liability

-

445

445

Other current liabilities

341

(114)

227

Liabilities related to assets held for sale

17,824

4,123

21,947

Total current liabilities

28,992

4,403

33,395

Borrowings and financing

3,337

(144)

3,193

Lease liability

-

4,822

4,822

Provision for losses on investments in associates

195

6

201

Deferred income tax and social contribution

394

(47)

347

Total non-current liabilities

5,674

4,637

10,311

Total liabilities

34,666

9,041

43,707

Total Shareholders' Equity

13,041

(885)

12,156

Total liabilities and shareholders' equity

47,707

8,155

55,862

24

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Balance Sheet

Parent Company

31.12.2018

As originally presented

IFRS16 effects

Restated

Assets held for sale

2,014

50

2,064

Total current assets

9,554

50

9,604

Deferred income tax and social contribution taxes

172

94

266

Investments in subsidiaries and associates

4,536

(118)

4,418

Property and equipment

5,864

3,400

9,264

Intangible assets

1,674

142

1,816

Total non-current assets

15,228

3,518

18,746

Total Assets

24,782

3,568

28,350

Borrowings and financing

1,336

(30)

1,306

Lease liability

-

431

431

Other current liabilities

353

(122)

231

Total current liabilities

8,523

279

8,802

Borrowings and financing

3,403

(113)

3,290

Lease liability

-

4,239

4,239

Provision for losses on investments in associates

267

12

279

Total non-current liabilities

5,176

4,138

9,314

Total liabilities

13,699

4,417

18,116

Total Shareholders' Equity

11,083

(849)

10,234

Total liabilities and shareholders' equity

24,782

3,568

28,350

25

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Balance Sheet

Consolidated

12.31.2018

As originally

IFRS16 effects

Restated

presented

Other current assets

175

(30)

145

Assets held for sale

24,443

4,576

29,019

Total current assets

36,304

4,546

40,850

Deferred income tax and social contribution taxes

207

91

298

Investments in subsidiaries and associates

59

(42)

17

Property and equipment

9,650

4,402

14,052

Intangible assets

2,675

143

2,817

Total non-current assets

16,545

4,594

21,139

Total Assets

52,849

9,139

61,988

Borrowings and financing

2,016

(35)

1,981

Lease liability

-

507

507

Other current liabilities

423

(134)

289

Liabilities related to assets held for sale

19,412

4,464

23,876

Total current liabilities

32,785

4,802

37,587

Borrowings and financing

3,509

(117)

3,392

Lease liability

-

5,280

5,280

Provision for losses on investments in associates

267

12

279

Deferred income tax and social contribution

581

(58)

523

Total non-current liabilities

6,125

5,117

11,242

Total liabilities

38,910

9,919

48,829

Total Shareholders' Equity

13,939

(780)

13,159

Total liabilities and shareholders' equity

52,849

9,139

61,988

26

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Statement of Operations

Parent Company

12.31.2018

As originally

IFRS16 effects

Restated

presented

Cost of sales

(18.854)

59

(18.795)

Gross profit

7.343

59

7.402

Operating income (expenses)

Selling expenses

(5.213)

595

(4.618)

General and administrative expenses

(765)

5

(760)

Depreciation and amortization

(604)

(284)

(888)

Share of profit of associates

1.063

86

1.149

Other operation expenses, net

(185)

9

(176)

Profit from operations before net financial expenses

1.639

470

2.109

Net financial expenses

(443)

(478)

(921)

Income before income tax and social

1.196

(8)

1.188

Income tax and social contribution

26

23

49

Net income from continuing operations

1.222

15

1.237

Net income (loss) from discontinued operations

(29)

(59)

(88)

Net income for the period

1.193

(44)

1.149

Attributable:

Controlling shareholders - continuing operations

1.222

15

1.237

Controlling shareholders - discontinued operations

(29)

(59)

(88)

Total of controlling shareholders

1.193

(44)

1.149

27

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Statement of Operations

Consolidated

12.31.2018

As originally

IFRS16

Restated

presented

effects

Cost of sales

(37,834)

55

(37,779)

Gross profit

11,554

55

11,609

Operating income (expenses)

Selling expenses

(7,297)

744

(6,553)

General and administrative expenses

(1,057)

8

(1,049)

Depreciation and amortization

(840)

(362)

(1,202)

Share of profit of associates

33

(5)

28

Other operation expenses, net

(216)

13

(203)

Profit from operations before net financial expenses

2,177

453

2,630

Net financial expenses

(474)

(587)

(1,061)

Income before income tax and social

1,703

(134)

1,569

Income tax and social contribution

(449)

36

(413)

Net income from continuing operations

1,254

(98)

1,156

Net income (loss) from discontinued operations

(74)

202

128

Net income for the period

1,180

104

1,284

Attributable:

Controlling shareholders - continuing operations

1,254

(98)

1,156

Controlling shareholders - discontinued operations

(61)

54

(7)

Total of Controlling shareholders

1,193

(44)

1,149

Non-controlling shareholders - discontinued operations

(13)

148

135

Total of non-controlling shareholders

(13)

148

135

28

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Statement of Cash Flows

Parent Company

12.31.2018

As originally

IFRS16 effects

Restated

presented

Net income for the period

1,193

(44)

1,149

Deferred income tax (note 19)

(62)

36

(26)

Losses (gain) of disposals of property and equipment

(170)

27

(143)

Depreciation/ Amortization

643

341

984

Interest and inflation adjustments

368

510

878

Share of profit (loss) of subsidiaries and associates (note

13)

(1,063)

(86)

(1,149)

Losses (gain) on lease liability write off

-

(34)

(34)

Other liabilities

14

(12)

2

Payments of borrowings and financing (note 16.2)

(2,637)

55

(2,582)

Payments of lease liability

-

(782)

(782)

Consolidated

12.31.2018

As originally

IFRS16 effects

Restated

presented

Net income for the period

1,180

104

1,284

Deferred income tax (note 19)

77

158

235

Losses (gain) of disposals of property and equipment

(40)

57

17

Depreciation/ Amortization

889

433

1,322

Interest and inflation adjustments

761

969

1,730

Share of profit (loss) of subsidiaries and associates (note

13)

(73)

4

(69)

Losses (gain) on lease liability write off

-

(80)

(80)

Other liabilities

209

(16)

193

Payments of borrowings and financing (note 16.2)

(8,747)

60

(8,687)

Payments of lease liability

-

(1,743)

(1,745)

4.4. CPC 22 / IFRIC 23 - Uncertainty over income tax treatment

Interpretation ICPC 22 clarifies how to apply the recognition and measurement requirements of CPC 32 when there is uncertainty about the income tax treatment. The interpretation was approved on December 21, 2018 and came into effect on January 1, 2019. In the assessment of the Company's Management, there are no significant impacts as a result of the interpretation.

4.5. New and revised standards and interpretations already issued and not yet adopted

The Company did not adopt the following new and revised IFRSs in advance, already issued and not yet in effect:

29

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Applicable to

Pronouncement

Description

annual

periods

starting in

or after

IFRS 3 / CPC 15 -

Improves the definition of business, helping to

01/01/2020

Business combination

determine whether the acquisition is from a group of

assets or a business.

Amendments to IAS 1

Additional guidance on the concept of materiality.

01/01/2020

and IAS 8 - Definition of

materiality

Review CPC 14 -

Changes due to the edition of CPC 00 (Conceptual

01/01/2020

Financial Instruments:

Structure)

Recognition,

Change in the definition of business combination in

Measurement and

CPC 15

Disclosure

Changing the definition of material omission or

materially distorted disclosure

Change in the name of CPC 06 (R2) to Leases.

Revision CPC 00 (R2)

Concepts and guidelines on presentation and

01/01/2020

disclosure, measurement bases, financial report

objectives and useful information.

CPC 26 (R1) and IAS 8:

Aligns the definition of omission in all standards

01/01/2021

Definition of material

defining what information is material if its omission,

omission

distortion or obscuration can reasonably influence

decisions that the main users of the general purpose

financial statements make based on these financial

statements, which provide financial information about

a specific report of the entity.

These changes are not expected to have a significant impact on the Company's individual and consolidated financial statements.

5. Significant accounting judgments, estimates and assumptions

The preparation of the individual and consolidated financial statements of the Company requires Management to make judgments, estimates and assumptions that impact the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the year; however, uncertainty about these assumptions and estimates could result in outcomes that require material adjustments to the carrying amount of the asset or liability impacted in future periods.

In the process of applying the Company's accounting policies, Management adopted judgments, which have the most significant impact on the amounts recognized in the parent company and consolidated according to the information included in the following explanatory notes:

  • Impairment - impairment: Notes 4.4, 7.2, 8.1, 15.1, 16.1 and 16.2
  • Inventories: Estimation of provisions for loss estimates: Note 9
  • Taxes to be recovered: Expected realization of tax credits: Note 10
  • Fair value of derivatives and other financial instruments: Measurement of the fair value of
    derivatives: Note 19

30

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  • Provision for lawsuits: Record of provision for claims wicth likelihood of loss probable, estimated
    with a certain degree of reasonability: Note 22
  • Income tax: Record of provisions based on reasonable estimates: Note 21
  • Share-basedpayments: Estimated fair value of transactions based on a valuation model - Note 25
  • Business combination: estimates of fair value of assets and liabilities acquired in the business combination and resulting goodwill - Note 13
  • Lease: determination of the lease term and the incremental interest rate - Note 23.

6. Cash and cash equivalents

Cash and cash equivalents consist of cash, bank accounts and highly liquid investments that are readily convertible into a known cash amount, and are subject to an insignificant risk of change in value, with intention and possibility to be redeemed in the short term, up to 90 days.

Parent Company

Consolidated

Rate

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Cash and banks - Brazil

171

345

249

406

Cash and banks - Abroad

(*)

84

80

3,109

80

Short-term investments - Brazil

(**)

2,608

2,510

4,471

3,883

Short-term investments - Outside

(***)

-

-

125

-

2,863

2,935

7,954

4,369

(*)As of December 31, 2019. Refers to (i) funds from the Éxito Group acquired on November 27, 2019 according to note nº13, of which R$73 in Argentina, R$254 in Uruguay and R$2,698 in Colombia; (ii) In addition to Company funds invested in the United States, in US dollars in the amount of R$85.

  1. Financial investments, on December 31, 2019, substantially comprise repurchase operations, remunerated by the weighted average of 89.94% (85.78% on December 31, 2018) of the CDI (Interbank Deposit Certificate)).
  1. Refer to funds invested abroad, in local currency equivalent to R$20 in Argentina, R$4 in Uruguay and R$101 in Colombia, as a resuet of the acquisition of Èxito, to according note 13.

7. Trade receivables

Trade receivables balances are initially recorded at the transaction amount, wich corresponds to the sale value, and are subsequently measured according to the portfolio: (i) fair value through other comprehensive income (FVOCI), in the case of receivables from credit card and (ii) amortized cost, mainly a customer portfolio.

For all portfolios there is a consideration of estimated credit losses, which are based on quantitative and qualitative analysis, historical rates observed in the last 24 months, in the credit assessment and information about projection of macroeconomic events premises such as unemployment rates and the consumer confidence index, as the volume of past due receivables in the portfolio. The Company chose to measure credit losses for the full lifetime expected credit loss, applying the practical expedient by adopting a credit loss matrix for each maturity range.

Credit losses on financial assets are measured at amortized cost deducted by the gross assets carrying amount.

31

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

For financial instruments measured at FVOCI, estimated losses are recorded in OCI instead of reduce the carrying amount of the asset.

At each reporting date, the Company evaluates if the financial assets recorded at amortized cost or FVOCI show any indication of impairment. A financial asset shows indication of impairment loss when there is one or more events with adverse impact on the estimated future cash flows of the financial asset.

Receivables are considered irrecoverable and therefore written off from the accounts receivable portfolio, when the payment is not made after 360 days from the due date. At each annual closing of the balance sheets, the Company and its subsidiaries assess whether the assets or groups of financial assets have impairment.

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Credit card companies (note 7.1)

24

19

42

38

Credit card companies - related parties (note

13

37

24

58

11.2)

Sales vouchers and trade receivables

70

68

446

128

Private label credit card

56

52

70

53

Receivables from related parties (note 11.2)

21

39

12

15

Receivables from suppliers

74

64

166

101

Estimated loss on trade receivables (note 7.2)

(1)

(1)

(32)

(5)

257

278

728

388

Current

256

274

727

384

Noncurrent

1

4

1

4

7.1. Credit card companies

As part of its management strategy, the Company and its subsidiaries periodically sells a portion of its credit card receivables to financial institutions or credit card companies in order to strengthen their working capital, without recourse or related obligation.

7.2. Estimated losses on doubtful accounts

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

At the beginning of the year

(1)

(3)

(5)

(6)

Losses / reversals recorded in the year

(17)

-

(263)

(630)

Write-offs from accounts receivable

17

2

282

771

Deconsolidation Via Varejo

-

-

(19)

-

Assets held for sale and discontinued operations

-

-

1

(140)

Acquisition of partnership

-

-

(28)

-

Conversion currency adjustment

-

-

-

-

At the end of the year

(1)

(1)

(32)

(5)

32

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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

Overdue receivables - Consolidated

Not

Total

overdue

<30 days

30-60 days

61-90 days

>90 days

12.31.2019

760

609

79

21

5

46

12.31.2018 - Restated

393

362

10

5

5

11

8. Other receivables

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Accounts receivable from insurers (*)

68

213

72

213

Receivable from sale of subsidiaries (note

83

82

83

82

8.2)

Rental receivable

42

40

113

44

Accounts receivable - Via Varejo (**)

49

49

Assets sale

15

40

128

40

Other

80

58

142

67

Allowance for doubtful other receivables

(13)

(14)

(15)

(16)

324

419

573

430

Current

168

291

381

302

Noncurrent

156

128

192

128

  1. In October 2019, R$203 was received from the insurance company regarding the claim at the Distribution Center in Osasco on December 27, 2017, after negotiation and agreement on the final amount of the indemnity, which occurred during the third quarter of 2019.
  1. With the sale of the investment in Via Varejo, the balance that was in related parties was reclassified to other accounts receivable.

8.1. Estimated losses on allowance for loan losses

At the beginning of the year

Allowance for doubtful other receivables Write-off of receivables

Conversion currency adjustment Deconsolidation Via Varejo

Assets held for sale and discontinued operations (note 32)

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

(14)

(10)

(16)

(12)

-

(4)

-

(4)

1

-

5

13

-

-

-

-

-

-

(4)

-

-

-

-

(13)

At the end of the year

(13)

(14)

(15)

(16)

33

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

8.2. Accounts receivable for sale of company

Accounts receivable related to the exercise of an option to buy gas stations by a third party. The original amount of this receivable was R$50, which was monetary updated since the signature of the agreement on May 28, 2012, at a rate of 110% of the CDI, with payment in 240 monthly installments. In January, 2016, 5 news gas stations were sold for the amount of R$8, in 120 installments at a rate of 110% of CDI.

9. Inventories

Inventories are accounted for at cost or net realizable value, whichever is lower. Inventories purchased are recorded at average cost, including warehouse and handling costs, to the extent these costs are necessary to bring inventories available for sale in the stores, less bonuses received from suppliers.

Net realizable value is the selling price in the ordinary course of business, less the estimated costs to sell, such as: (i) taxes on the sale; (ii) personnel expenses directly linked to the sale; (iii) cost of the goods; and (iv) other costs necessary to bring the goods in a condition of sale.

Inventories are reduced to their recoverable value through estimates for the provision for losses, and shrinkage, scrap, slow turnover of goods and estimation of loss for goods that will be sold with negative gross margin, which is periodically analyzed and evaluated for its adequacy.

Bonuses received from suppliers are measured and recognized based on contracts and agreements signed, and recorded in the statement of operations when the corresponding inventories are sold.

Includes purchase volume agreement, logistics and specific negotiations to recover margin, reimbursement agreement (marketing expenses), among others, and are deducted from payables to the respective suppliers, once the Company is contractually entitled to settle trade payables net of these bonuses.

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Stores

2,240

2,206

4,698

4,162

Distribution centers

1,149

1,431

1,583

1,807

Inventories - Èxito Group

-

-

2,248

-

Real Estate Inventory - Èxito Group

-

-

190

-

Real estate inventories (note 9.3)

-

-

1

5

Losses with obsolescence and losses

(31)

(31)

(95)

(65)

3,358

3,606

8,625

5,909

9.1. Commercial agreements on inventories and storage costs

On December 31, 2019, the amount of unrealized commercial agreements, presented as reducing the inventory balance, amounted to R$310 (R$315 on December 31, 2018).

34

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

9.2. Estimated losses on obsolescence and shrinkage

Parent Company

12.31.2019

12.31.2018

At the beginning of the year

(31)

(36)

Additions

(7)

(1)

Acquisition of companies

-

-

Write-offs / reversal

7

6

Deconsolidation Via Varejo

-

-

Assets held for sale and discontinued

-

-

operations

At the end of the year

(31)

(31)

Consolidated

12.31.2019 12.31.2018

  1. (73)
  1. (79)
  1. -

35 85

8-

  • 2
  1. (65)

10. Recoverable taxes

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

ICMS (note 10.1)

1,420

1,326

2,621

2,335

Provision for non-realization to ICMS

-

-

-

(28)

PIS/COFINS (note 10.2)

462

461

854

717

Social Security Contribution - INSS

291

295

321

328

Income tax and Social Contribution (*)

61

38

407

52

Other

17

9

49

20

Other taxes - Éxito Group

-

-

77

-

Total

2,248

2,129

4,329

3,424

Current

516

316

1,627

679

Noncurrent

1,735

1,813

2,702

2,745

  1. Includes Èxito's amount.

10.1. Tax on the circulation of goods and services - ICMS

Since 2008, the Brazilian States have been substantially changing their laws aiming at implementing and broadening the ICMS tax substitution system ("ICMS-ST"). Referred system implies the prepayment of ICMS throughout the commercial chain, upon goods outflow from manufacturer or importer or their inflow into the State. The expansion of such system to a wider range of products traded at retail is based on the assumption that the trading cycle of these products will end in the State, so that ICMS is fully owed thereto.

In order to supply its stores, the Company and its subsidiaries maintain distribution centers strategically located in certain States and in the Federal District, which receive goods with ICMS- ST of the entire supply chain (by force of tax replacement) already prepaid by suppliers or the Company and subsidiaries, and then the goods are shipped to locations in other States. Such interstate shipment entitles the Company and subsidiaries to a refund reimbursement of prepaid ICMS, i.e., the ICMS of the commercial chain paid in acquisition becomes a tax credit to be refunded, pursuant to the State laws.

The refund process requires the evidence through tax documents and digital files of the operations that entitled the Company to refund. Only after its previous legal ratification by State Tax

35

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Authorities and/or compliance with specific ancillary obligations aiming to support these credits, which occurs in periods after these credits are generated.

Since the number of items traded at retail, subject to tax substitution, has been continuously increasing, the tax credits to be refunded by the Company and subsidiaries have also grown. The Company and its subsidiaries have been using such authorized tax credits to offset with state tax liabilities owed after having obtained the Special Regime and also through other procedures covered by state rules.

For credits that cannot be offset immediately, the Company's Management understands that in future realization is probable based on a technical recovering study, on the expectation of future growth and the offset against debts deriving from its operations. These studies were prepared and periodically revised based on information extracted from strategic planning previously approved by the Company's Board of Directors. For the financial statement as of December 31, 2019, Management has implemented monitoring controls over the progress of the plan annually established, assessing and including new elements that contribute to the realization of ICMS tax credits, as shown below.

Parent Company

Consolidated

Up to one year

186

438

From 1 to 2 years

157

370

From 2 to 3 years

143

361

From 3 to 4 years

149

366

From 4 to 5 years

139

350

More than 5 years

646

736

1,420

2,621

  1. PIS and COFINS credit
    The Company records PIS and COFINS credits, when the Company obtains evidences to conclude about the rights of the credit. Evidences conduct the Company to conclude on the right to PIS and COFINS credit include i) Interpretation of tax legislation, ii) internal and external factors as legal practices and interpretation of the market and iii) accounting evaluation about the matter.

11. Related parties

  1. Management and Advisory Committees 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) for the years ended December 31, 2019 and 2018, were as follows:
    (In thousands of Brazilian reais)

Variable

Stock option

Base salary

compensation

plan

Total

2019

2018

2019

2018

2019

2018

2019

2018

Board of directors (*)

38,207

12,256

-

-

2,366

-

40,573

12,256

Executive officers

33,373

42,695

12,943

15,083

15,596

29,267

61,912

87,045

Fiscal Council

-

228

-

-

-

-

-

228

71,580

55,179

12,943

15,083

17,962

29,267

102,485

99,529

  1. 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.

36

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

11.2. Balances and transactions with related parties

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.

Parent company

Balances

Transactions

Trade receivables

Other assets

Trade payables

Other liabilities

Revenues (expenses)

2019

2018

2019

2018

2019

2018

2019

2018

2019

2018

Controlling shareholders:

-

-

24

(57)

Casino (i)

10

-

-

2

1

(64)

Euris (i)

-

-

-

-

-

-

1

-

(1)

(2)

Helicco (i)

-

-

-

-

-

-

-

3

(3)

(7)

Subsidiaries:

-

-

-

(1)

Éxito (ii)

-

-

-

-

-

(1)

Novasoc Comercial

-

-

54

45

-

-

-

2

3

3

Sendas Distribuidora

8

23

83

94

11

11

2

-

86

87

SCB Distribuição e Comércio

5

-

8

96

-

-

-

-

-

-

Via Varejo (v)

-

6

-

16

-

11

-

105

-

(48)

Cheftime

-

-

4

-

-

-

-

-

-

Leji Intermediação

-

-

4

-

-

-

-

8

-

Cnova Brazil (v)

-

-

-

-

-

-

-

-

-

(1)

GPA M&P

-

-

-

3

-

-

14

13

(1)

(1)

GPA Logistica

-

-

68

59

2

4

61

50

1

1

Bellamar

-

-

1

1

-

-

-

-

-

-

Associates

13

25

22

-

83

FIC (iii)

37

26

21

-

152

Other related parties

Greenyellow do Brazil Energia e Serviços

-

-

-

-

-

-

132

142

(36)

(39)

Ltda ("Greenyellow") (iv)

8

-

1

-

-

6

Casino Group

-

-

-

-

Others

-

-

1

1

-

-

-

-

-

-

Total

34

76

248

341

36

49

234

316

76

80

37

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Consolidated

Trade

Trade

Other

Revenues

receivables

Other assets

payables

liabilities

(expenses)

2019

2018

2019

2018

2019

2018

2019

2018

2019

2018

Controlling shareholders

-

5

-

24

(57)

Casino (i)

15

-

2

1

(64)

Euris (i)

-

-

-

-

-

-

1

-

(1)

(2)

Helicco Participações (i)

-

-

-

-

-

-

-

3

(3)

(7)

Geant internacional

-

-

-

-

-

-

-

-

(3)

-

Associates

24

36

39

-

152

FIC (iii)

58

33

31

-

152

Puntos Colombia

-

-

28

-

-

-

43

-

(13)

-

Tuya

-

-

26

-

-

-

-

-

21

-

Other related parties

-

-

-

134

(35)

Greenyellow (iv)

-

-

-

141

(39)

Casino Group (vii)

12

-

8

-

1

-

13

-

(4)

-

Others

-

-

1

1

-

-

-

-

-

-

Total

36

73

104

34

40

33

215

145

57

40

38

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Related party transactions arise mainly from operations that the Company and its subsidiaries maintain among themselves and with other related entities, and were accounted for substantially in accordance with the prices, terms and conditions agreed between the parties.

The Company's main operations with related parties are:

  1. Casino: "Cost Sharing Agreement": Agreement signed between the Company, Helicco Participações Ltda., Foncière Euris e Casino, Guichard-Perrachon S.A. ("Casino") in August, 10 2014 to set the reimbursement rules for the Company of incurred expenses for the Casino Group companies related to activities involving transfer of "know-how" to the Company to support its development.
    Insurance: Service agreements entered into between the Company and Casino for intermediation and negotiation of renewals of certain insurance policies.
    "Agency Agreement": Signed between the Company, Sendas Distribuidora S.A and Groupe Casino Limited on July, 25 2016 to set the rules for the services provided of "global sourcing" (prospecting global suppliers and intermediating the purchases) for Casino and reimbursement for Groupe Casino Limited the Company to restore reduced profit margins as a result of promotions realized by Company in its stores.

"Cost Reimbursement Agreement": Signed between the Company and Casino, Guichard- Perrachon S.A. on July, 25 2016 to set the reimbursement rules of French employees expenses of the Company related to the French social contributions paid by Casino in France.

"Agency Agreement": Entered into between the Company, Sendas Distribuidora S.A. and Casino International S.A. on December 20, 2004 (as amended on February 23, 2017) to represent the Company in the commercial negotiation of products to be acquired from international suppliers.

"Purchase Agreement": signed between the Company, Sendas and E.M.C. Distribution Limited on June 6, 2019 for the import of non-food and food products (except perishables and wines) for resale in its stores, upon request for purchase orders, on a non-exclusive basis.

  1. Éxito and subsidiaries: "Agreement on Establishment of Business Relations": Signed between the Company, Sendas, Éxito and its subsidiaries on July, 27 2016 to set the rules of prospection of suppliers in each home country in order to establish new commercial relationships.
    Celebration of license agreements for the use of trademarks and copyrights involved in the production, advertising, promotion, marketing and distribution of textile products and accessories for the feminine public (Bronzini and Arkitect brands) by Distribuidora de Textiles y Confecciones SA (Didetexto ), controlled by Exito, to the Company.
    "Cost Reimbursement Agreement": signed between the Company, Sendas and Éxito on October 22, 2019 for the reimbursement by one party to another of the costs incurred for the transfer of employees.
  2. FIC: Commercial contracts to set the rules for promotion and sale of financing services provided by FIC in the Company stores for implementation the financing partnership between the Company and Itaú Unibanco S.A. established in association agreement between the Company and Itaú, among them: (i) bank correspondent; (ii) indemnification agreement that FIC is committed to keep the Company free of losses in performing FIC's services; and FIC and Company are committed, with each other, to compensate for contingences related your responsibilities; and (iii) agreement to providing for the Company to the FIC, and vice versa, of information and access to the systems for offering services.

39

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  1. Greenyellow: execution of (a) contracts with the Company to regulate the terms of the installation of equipment and the provision of services by Greenyellow of energy efficiency solutions in the establishments of the Company's multivarejo business unit for energy reduction. (b) contracts with Sendas to regulate the terms of the lease and maintenance of photovoltaic system equipment by Greenyellow in Sendas stores; (iii) contracts with the Company and Sendas for the purchase of energy sold on the free market.
  2. Puntos Colombia: Éxito's customer loyalty program. Balance related to point redemption and other services.
  3. Tuya: Financial institution invested by Éxito. Balance related to participation in business collaboration agreements and expense reimbursement, discount coupons and others.
  4. Casino Grupe: Balances receivable for expatriate expenses with Casino International, Distribution Casino and Casino Services. Provision of services in the import of goods by other companies of the Casino group.

12. Investments in subsidiaries and associates

12.1. Consolidation basis

12.1.1. Interest in controlled, subsidiaries and associates:

The consolidated financial statements include the financial information of all subsidiaries over which the Company exercises control directly or indirectly. The determinations of which subsidiary are controlled by the Company and the basis of consolidation are in accordance with the requirements of CPC 36 (R3)/ IFRS 10.

The financial statements of the subsidiaries are prepared on the same closing date of the reporting period as those of the Company, using consistent accounting policies. All intercompany balances, including income and expenses, unrealized gains and losses and dividends resulting from intercompany transactions are eliminated upon consolidation.

Gains or losses resulting from changes in equity interest in subsidiaries, not resulting in loss of control are directly recorded in equity.

In the individual financial statements, equity interests are calculated considering the percentage held by GPA or its subsidiaries. In the consolidated financial statements, the Company consolidates all its subsidiaries and maintains non-controlling interests in a separate line item in shareholders' equity and statements of operations.

The details of the Company's subsidiaries at the end of each year are shown below:

40

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Participation in investments - %

12.31.2019

12.31.2018

Group

Societies

Country

Company

Indirect

Company

Indirect

participation

participation

CBD

Controlled

Novasoc Comercial Ltda. ("Novasoc")

Brazil

100.00

-

100.00

-

Sendas Distribuidora S.A. ("Sendas")

Brazil

100.00

-

100.00

-

Bellamar Empreend. e Participações Ltda.

("Bellamar")

Brazil

100.00

-

100.00

-

CBD Holland B.V. ("CBD Holland")

Brazil

100.00

-

100.00

-

GPA 2 Empreend. e Participações Ltda. ("GPA 2")

Brazil

100.00

-

100.00

-

GPA Logística e Transporte Ltda. ("GPA Logística")

Brazil

100.00

-

100.00

-

SCB Distribuição e Comércio Varejista de Alimentos

Ltda. ("Compre Bem'')

Brazil

100.00

-

100.00

-

Stix Fidelidade e Inteligência S.A. ("Stix")

Brazil

100.00

-

100.00

-

Leji Intermediação S.A. ("James Delivery") (***)

Brazil

100.00

-

100.00

-

Cheftime Comércio de Refeições S/A ("Cheftime")

Brazil

79.57

-

-

-

GPA Malls & Properties Gestão de Ativos e Serviços

Imobiliários Ltda. ("GPA M&P")

Brazil

100.00

-

100.00

-

BCafeterias e Lanchonetes Ltda. ("BCafeterias")

Brazil

0.10

99.90

-

-

Fronteira Serviços Imobiliários Ltda.("Fronteira")

Brazil

0.10

99.90

-

-

Place2B Serviços Imobiliários Ltda.("Place2B")

Brazil

0.10

99.90

-

-

Companhia Brasileira de Distribuição Luxembourg

Holding S.à.r.l. ("CBDLuxco")

Luxembourg

100.00

-

100.00

-

Companhia Brasileira de Distribuição Netherlands

Holding B.V. ("CBDDutchco")

Netherlands

-

100.00

-

100.00

Éxito

Almacenes Éxito S.A. ("Éxito")

Colombia

-

96.57

-

-

(Acquired in

11/27/2019) Éxito Industrias S.A.S. ("Éxito Industrias")

Colombia

-

94.59

-

-

Fideicomiso Lote Girardot

Colombia

-

96.57

-

-

Éxito Viajes y Turismo S.A.S.

Colombia

-

49.25

-

-

Almacenes Éxito Inversiones S.A.S. (Móvil Éxito)

Colombia

-

96.57

-

-

Gemex O & W S.A.S.

Colombia

-

96.57

-

-

Marketplace Internacional Éxito y Servicios S.A.S.

(MPI)

Colombia

-

96.57

-

-

Logística, Transporte y Servicios Asociados S.A.S.

(LTSA)

Colombia

-

96.57

-

-

Depósitos y Soluciones Logísticas S.A.S.

Colombia

-

96.57

-

-

Patrimonio Autónomo Iwana

Colombia

-

49.25

-

-

Patrimonio Autónomo Viva Malls

Colombia

-

49.25

-

-

Patrimonio Autónomo Viva Sincelejo

Colombia

-

25.12

-

-

Patrimonio Autónomo Viva Villavicencio

Colombia

-

25.12

-

-

Patrimonio Autónomo San Pedro Etapa I

Colombia

-

25.12

-

-

Patrimonio Autónomo Centro Comercial

Colombia

-

25.12

-

-

Patrimonio Autónomo Viva Laureles

Colombia

-

39.40

-

-

Patrimonio Autónomo Viva Palmas

Colombia

-

25.12

-

-

Patrimonio Autónomo Centro Comercial Viva

Colombia

-

44.33

-

-

Spice investment Mercosur

Uruguay

-

96.57

-

-

Larenco S.A.

Uruguay

-

96.57

-

-

Geant Inversiones S.A.

Uruguay

-

96.57

-

-

Lanin S.A.

Uruguay

-

96.57

-

-

5 Hermanos Ltda.

Uruguay

-

96.57

-

-

Sumelar S.A.

Uruguay

-

96.57

-

-

Raxwy Company S.A.

Uruguay

-

96.57

-

-

Supermercados Disco del Uruguay S.A.

Uruguay

-

60.35

-

-

Maostar S.A.

Uruguay

-

30.18

-

-

Ameluz S.A.

Uruguay

-

60.35

-

-

Fandale S.A.

Uruguay

-

60.35

-

-

Odaler S.A.

Uruguay

-

60.35

-

-

La Cabaña S.R.L.

Uruguay

-

60.35

-

-

41

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Ludi S.A.

Uruguay

-

60.35

-

-

Semin S.A.

Uruguay

-

60.35

-

-

Randicor S.A.

Uruguay

-

60.35

-

-

Setara S.A.

Uruguay

-

60.35

-

-

Hiper Ahorro S.R.L.

Uruguay

-

60.35

-

-

Ciudad del Ferrol S.C.

Uruguay

-

59.14

-

-

Mablicor S.A.

Uruguay

-

30.78

-

-

Tipsel S.A.

Uruguay

-

96.57

-

-

Tedocan S.A.

Uruguay

-

96.57

-

-

Vía Artika S. A.

Uruguay

-

96.57

-

-

Group Disco del Uruguay S.A.

Uruguay

-

60.35

-

-

Devoto Hermanos S.A.

Uruguay

-

96.57

-

-

Mercados Devoto S.A.

Uruguay

-

96.57

-

-

Geant Argentina S.A.

Argentina

-

96.57

-

-

Libertad S.A.

Argentina

-

96.57

-

-

Onper Investment 2015 S.L

Spain

-

96.57

-

-

Spice España de Valores Americanos S.L.

Spain

-

96.57

-

-

Marketplace Internacional Éxito S.L

Spain

-

96.57

-

-

Carulla Vivero Holding Inc.

British Virgin

-

96.57

-

-

Islands

Gelase S. A.

Belgium

-

96.57

-

-

Via Varejo

Via Varejo S.A. ("Via Varejo")

Brazil

-

-

43.23

-

Indústria de Móveis Bartira Ltda. ("Bartira")

Brazil

-

-

-

43.23

VVLOG Logística Ltda. (PontoCred Negócio de

Varejo Ltda.) ("VVLOG Logística")

Brazil

-

-

-

43.23

Globex Adm. e Serviços Ltda. ("Globex Adm")

Brazil

-

-

-

43.23

Lake Niassa Empreend. e Participações Ltda. ("Lake

Niassa")

Brazil

-

-

-

43.23

Globex Adm. Consórcio Ltda. ("Globex Adm.

Consórcio")

Brazil

-

-

-

43.23

Cnova Comércio Eletrônico S.A. ("Cnova Brazil")

Brazil

-

-

-

43.23

42

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The details of the Company's associates at the end of each year are shown below:

Equity interests - %

12.31.2019

12.31.2018

Group

Companies

Country

Company

Indirect

Company

Indirect

interest

interest

Cnova N.V.

Cnova N.V. ("Cnova Holanda")

Netherlands

-

33.98

-

33.98

Cdiscount Afrique SAS ("Cdiscount

Afrique")

France

-

33.98

-

33.98

Cdiscount International BV ("Cdiscount

Internacional")

Netherlands

-

33.98

-

33.98

Cnova France SAS ("Cnova France")

France

-

33.98

-

33.98

Cdiscount S.A. ("Cdiscount")

France

-

33.87

-

33.87

Cdiscount Côte d'Ivoire SAS Ivory Coast

("Cdiscount Côte")

Ivory Coast

-

33.98

-

33.98

Cdiscount Sénégal SAS ("Cdiscount

Sénégal")

Senegal

-

33.98

-

33.98

Cdiscount Cameroun SAS ("Cdiscount

Cameroun")

Cameroon

-

33.98

-

33.98

CLatam AS Uruguay ("CLatam")

Uruguay

-

23.79

-

23.79

Cdiscount Panama S.A. ("Cdiscount

Panama")

Panama

-

23.79

-

23.79

Cdiscount Uruguay S.A. ("Cdiscount

Uruguay")

Uruguay

-

23.79

-

23.79

Ecdiscoc Comercializadora S.A.(Cdiscount

Ecuador) ("Ecdiscoc Comercializadora")

Ecuador

-

23.78

-

23.78

Cnova Pay

France

-

33.98

-

33.98

BeezUP SAS ("BezzUp")

France

-

33.98

-

33.98

CARYA

France

-

33.87

-

33.87

HALTAE

France

-

33.87

-

33.87

C-Logistics

France

-

28.56

-

33.87

NEOSYS

France

-

17.33

-

33.87

Neotech Solutions

Morocco

-

17.33

-

33.87

NEOSYS Tunisie

Tunisia

-

17.33

-

-

C Chez Vous

France

-

28.56

-

-

Phoenix

France

-

16.99

-

-

FIC

Financeira Itaú CBD S.A. Crédito,

Financiamento e Investimento ("FIC")

Brazil

-

35,76

41,92

Banco Investcred Unibanco S.A. ("BINV")

Brazil

-

-

-

21,62

FIC Promotora de Vendas Ltda. ("FIC

Promotora")

Brazil

-

35,76

-

41,92

Éxito

Puntos Colombia S.A.S ("Puntos")

Colombia

-

48,29

-

-

Compañia de Financiamento Tuya S.A.

("Tuya")

Colombia

-

48,29

-

-

Cnova N.V ("Cnova Holanda")

Netherlands

-

0,18

- -

-

12.1.2. Associates' accounting financial

Investments in associates are accounted for under the equity method, based on the fact these associates are entities over which the Company exercises significant influence, but not control, since (a) it is a part of the shareholders' agreement, appointing certain officers and having vote rights in certain relevant decisions. The associates are: i) (discontinued operation) and FIC managed by Itaú Unibanco S.A. ("Itaú Unibanco") and ii) Cnova N.V. which operates mainly on e- commerce in France and (iii) Tuya, financial institution invested of Éxito. Associates have no restriction on transfer resources to the company, for example, in the form of dividends.

43

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The summarized financial statements are as follows:

FIC

Cnova N.V.

Tuya

12.31.2019

12.31.2018

12.31.2019

12.31.2018

12.31.2019

Restated

Current assets

7,085

5,952

3,271

3,121

3,943

Noncurrent assets

51

59

2,587

1,947

100

Total assets

7,136

6,011

5,858

5,068

4,043

Current liabilities

6,185

5,279

5,819

5,127

1,426

Noncurrent liabilities

20

10

867

757

2,146

Shareholders' equity

931

722

(828)

(816)

471

Total liabilities and shareholders' equity

7,136

6,011

5,858

5,068

4,043

Statement of operations:

12.31.2019

12.31.2018

12.31.2019

12.31.2018

12.31.2019

Restated

Revenues

1,207

969

9,689

9,370

698

Operating income

441

398

(24)

(73)

87

Net income for the year

263

218

(288)

(147)

(14)

For the purposes of measurement of the investment in this associate, the special goodwill reserve recorded by FIC shall be deducted from its shareholders' equity amount of R$122, since it is Itaú Unibanco's exclusive right. The measurement of Tuya and Cnova N.V. investments includes the goodwill acquired in the business combination totaling R$209 and R$11, respectively.

12.2. Breakdown of investments

Balances at 12.31.2018

Adjustment related to IFRS 16

Balances at 12.31.2018 - restated

Share of profit of subsidiaries and associates and associates

Writte off Via Varejo

Dividends and interest on own capital Stock options

Capital increase

Capital increase with property and equipment

Other movements

Share of other comprehensive income Assets held for sale and discontinued

operations

Balances at 12.31.2019

Parent Company

Sendas

Via

Bellamar

Compre

Others

Total (*)

Varejo

Bem

4,210

-

207

75

(223)

4,269

(119)

-

-

-

(11)

(130)

4,091

-

207

75

(234)

4,139

1,047

16

101

(49)

(150)

965

(2)

(1,372)

-

-

(492)

(1,866)

(297)

-

(9)

-

-

(306)

1

4

-

-

-

5

2,003

-

-

194

52

2,249

67

-

-

57

(5)

119

(6)

-

-

-

37

31

191

-

-

-

(6)

185

-

1,352

-

-

492

1,844

7,095

-

299

277

(306)

7,365

44

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Parent Company

Sendas

Via

Bellamar

Compre

Others

Total (*)

Varejo

Bem

Balances at 12.31.2017

3,119

-

155

-

(124)

3,150

Adjustment related to IFRS 16

(95)

-

-

-

(6)

(101)

Balances at 12.31.2017 - restated

3,024

-

155

-

(130)

3,049

Share of profit (loss) of subsidiaries and associates

1,076

104

78

(30)

(79)

1,149

Dividends and interest of own capital

(115)

-

(19)

-

-

(134)

Stock options

8

5

-

-

1

14

Capital increase

-

-

-

22

-

22

Capital increase with property and equipment

98

-

-

83

-

181

Other movements (**)

-

(58)

-

-

(1)

(59)

Share of other comprehensive income

-

(23)

(7)

-

(25)

(55)

Assets held for sale and discontinued operations

(note 33)

-

(28)

-

-

-

(28)

Balances at 12.31.2018 - Restated

4,091

-

207

75

(234)

4,139

  1. Includes the effects of uncovered liabilities on the investment on Cnova N.V. of R$386 on December 31, 2019 (R$279 on December 31, 2018).

Balances at 12.31.2017 - restated

Share of profit of associates - continued Share of profit of associates - discontinued Dividends and interest on own capital - continued operation

Dividends and interest on own capital - discontinued operation

Share of other comprehensive income

To held for sale and discontinued operations

Balances at 12.31.2018 - restated

Share of profit of associates - continued Share of profit of associates - discontinued Dividends and interest on own capital - continued operation

Dividends and interest on own capital - discontinued operation

Share of other comprehensive income Investment acquisition

Assets held for sale and discontinued operations

Balances at 12.31.2019

Consolidated

FIC

BINV

Tuya

Puntos

Other

Total

Colombia

155

-

-

-

(200)

(45)

79

-

-

-

(51)

28

32

8

-

-

-

40

(25)

-

-

-

-

(25)

(12)

-

-

-

-

(12)

(7)

-

-

-

(28)

(35)

(19)

(8)

-

-

-

(27)

203

-

-

-

(279)

(76)

106

-

(19)

2

(99)

(10)

12

4

-

-

-

16

(20)

-

-

-

-

(20)

(3)

-

-

-

-

(3)

-

-

12

-

(8)

4

-

-

465

-

-

465

(9)

(4)

-

-

-

(13)

289

-

458

2

(386)

363

12.3. Sale of investment in Via Varejo:

The Company concluded the sale process started on November 23, 2016, through an auction on June 14, 2019 held at B3 SA - Brasil, Bolsa, Balcão, for the price of R$4.90 reais per share, totaling R$2,300, in line with its long-term strategy of focusing on the development of the food sector. The gain from the sale of R$398, net of income tax of R$199 (see note 21) and related costs, was presented in the result of discontinued operations (see note 33).

45

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The Company ceased to exercise control over Via Varejo during the month of June 2019 and is in the process of implementing the formal steps foreseen for such events on the guarantees granted, shareholdings in other companies, use of brands, etc. The Company will continue to provide guarantees on legal proceedings prior to the acquisition of Globex in 2010, as disclosed in note 22.6.

13. Business Combinations and goodwil

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, measured at fair value on the acquisition date, and the remaining amount of non-controlling interest in the acquired company. For each business combination, the acquirer measures the non-controlling interest in the acquiree at fair value or by the proportionate share in the acquiree's identifiable net assets. The acquisition costs incurred are treated as an expense and included in administrative expenses.

When the Company acquires a business, it assesses the financial acquired assets and liabilities assumed for the appropriate classification and designation according to the contractual terms, the economic circumstances and the relevant conditions on the date of the acquisition. This includes the separation of derivatives embedded in contracts by the acquired company.

Any contingent payments to be transferred by the acquirer will be recognized at fair value on the acquisition date. Subsequent changes in the fair value of the contingent payment considered as an asset or liability will be recognized through profit or loss.

Goodwill is initially measured at cost and is the excess between the consideration transferred and the non-controlling interest in assets and assumed liabilities, if this payment is lower than the fair value of the acquirer's net assets, the difference is recognized in profit or loss as bargain purchase gain.

After initial recognition, goodwill is measured at cost, less any impairment losses. For impairment testing purposes, the goodwill acquired in a business combination is, as of the acquisition date, allocated to the operating segment that will benefit from the business combination, regardless of whether other assets or liabilities of the acquire will be assigned to the operating segment.

When goodwill is part of a cash-generating unit and part of the operation at this unit is sold, the goodwill related to the sold operation is included in the book amount of the operation when calculating profit or loss from the sale of the operation. This goodwill is then measured based on the relative amounts of the sold operation and part of the cash-generating unit which was maintained.

13.1. Acquisition of Almacenes Exito - Colombia

On June 26, 2019, a recommendation from the Company's final controlling shareholder, Casino, was presented at a meeting of the GPA Board of Directors. Aiming the simplification of the structure of the Casino in Latin America, a significant improvement in governance and an increase in the basis of potential investors.

Transactions under common control are not provided for in IFRS, however transactions for the purpose of merely corporate reorganization have been treated at cost historically by the Company. The acquisition of Èxito Group differed from a reorganization because it had a commercial substance, being carried out at market value validated by evaluation committees, involved a public offering launched by GPA, through its subsidiary Sendas Distribuidora SA ("Sendas"), with a view to the acquisition, in cash, of all the shares of Éxito, a publicly -held company located in Colombia. Due to the economic substance, the Company applied CPC 15R / IFRS 3R.

The transaction also involved the acquisition by Casino of the indirect all GPA's share control shares currently held indirectly by Éxito at the price of R$113 reais per share; and the migration from the GPA to the Novo Mercado, B3's highest governance segment, with the

46

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

conversion of all GPA preferred shares into common shares at the ratio of 1 to 1.

On July 23, 2019, a material fact informed that the Board of Directors, of GPA based on the favorable recommendation of the Special Independent Committee and within range the price originally recommended by GPA's executive board, approved that its operational subsidiary Sendas Distribuidora to approve the launch of an all cash tender offer, in cash, to acquire up to all of the shares of Éxito, for the price of 18,000 Colombian pesos per share (equivalent to R$21.67 reais on the date of purchase).

Continuing the transaction, on September 12, 2019, the Board of Directors and the general shareholders' meeting of Éxito approved the sale of its indirect equity interest in GPA to Casino in the terms disclosed.

Since in this transaction the Company was exposed to Colombian pesos ("COP") during the offering period, on July 24, 2019, the financial committee approved the realization of a cash flow hedge, via NDFs (Non Deliverable Forward), to mitigate this exposure (see note 19).

On November 27, 2019, the OPA was liquidated, and shareholders representing 96.57% of Éxito's capital accepted the takeover bid. This adhesion represented a disbursement by Sendas of 7.780 billion Colombian pesos (amount equivalent to R$9.5 billion (taking into account the exchange rate of December 31, 2019). On the same date, prior to the liquidation of the OPA, subsidiaries of Casino acquired all of the shares issued by GPA held directly and indirectly by Éxito for the price, net of debt, of US$1,161 million (equivalent to R$4.9 billion based on the exchange rate on the date of the transaction).

Association context

Almacenes Éxito S.A. operates more than 650 stores in Colombia, Uruguay and Argentina, in addition to exploring shopping centers, having a significant investment in a loyalty and financial company, in addition to its own brands with successful participation.

The Company started to consolidate Éxito's results as of December 1,2019, when it obtained control of the company, consolidations only one month of the income statement. Net sales were R$2,151 in this period and net income was R$71. If Éxito had been consolidated as of January 1, 2019, the effect in the income statement would have been R$18,388 on net sales and R$178 on net income from continuing operations.

Determination of the consideration transferred by the acquisition

The amounts were transferred in cash in the net amount of R$9,413 this amount is already net of cash flow hedge made to protect the exchange variation between Reais and Colombian pesos of part of the price between the beginning and the end of the offer in the amount of R$145, and dividends (R$42) related to the year of 2018 whose payment was scheduled for January 2020.

12.31.2019

Cash disbursement

9.268

Cash flow hedge adjustment

145

9.413

Dividends related to 2018

(42)

Total consideration transferred

9.371

Fair values of identifiable acquired assets and liabilities acquired

The fair values of identifiable acquired assets and liabilities acquired from Exito, on the date of the business combination, are as follows:

47

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Balance after preliminary

purchase price

Assets:

Cash and cash equivalents

6,062

Trade accounts reciable, net

416

Inventories,

net

2,765

Recoverable taxes

477

Other current assets

342

Deferred Income Tax and Social Contribution

1,282

Related Parties

137

Other noncurrent assets

112

Investments

465

Investment

Properties

2,789

Property and equipment, net

6,954

Intangible assets, net

2,661

24,462

Liabilities:

Payroll and related taxes

283

Trade payble, net

4,545

Taxes and contributions payables

219

Borrowings and financing

2,546

Lease liabilities

277

Other current liabilities

998

Noncurrent borrowings financing

2,060

Deferred income tax and social contribution

1,657

Provisions

for risks

103

Noncurrent

lease liabilities

1,540

Other noncurrent liabilities

28

14,256

Net assets

10,206

(-) Attributed to non-controlling shareholders

(2,522)

Net assets

7,684

  1. Tradename - The Company identified the main brands of Éxito operation, represented by the store formats operated in Colombia Surtimax, Super Inter, Exito and Carulla, in Argentina Libertad brand and in Uruguay Disco. In addition, Éxito, Bronzini and Carulla Èxito own brands were evaluated. Tradenames have an indefinite useful life.
  2. Investment properties and stores - Grupo Éxito has real estate assets that are explored in its gallery rental and shopping mall activities. Such assets have high commercial relevance, being located in privileged areas. Additionally, a group of stores considered significant that were explored in the Exito operation were evaluated.

48

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  1. Investment Banco Tuya - Tuya shares held by the Company were evaluated by market prices.
  2. Leases - Rents contracts were recalculated using the incremental borrowing rate at the date of acquisition.

As part of the process of identifying intangible assets and liabilities in allocating the purchase price, it was identified other items whose information collection process, discussion with management and understanding of the Colombian market had not been completed by the date of disclosure of these financial statements. Among the assets we can mention mainly the added value of a portion of fixed assets and customer relationships. We estimate that such assets that will be reclassified from goodwill will not impact significant the consolidated financial statements as of December 31, 2019.

The fair value of the interest of non-controlling shareholders was measured using the interest held by them, at fair value on the date of the business combination, as shown below:

12.31.2019

Total consideration transferred - 96.57%

9,371

Company at Fair value 100%

9,706

Non-controlling interest Fair value (OPA)

335

Preliminary goodwill identified

As a result of: (i) measurement of the total consideration transferred by the acquisition Èxito control, (ii) measurement of the non-controlling interest, and (iii) measurement of identifiable assets and liabilities at fair value, the Company recorded goodwill, in the amount of R$1,687.

The goodwill for expected future profitability of R$1,687 arising from the acquisition consists mainly of synergies and economies of scale. Goodwill is not deductible for tax purposes, except on the sale of the investment.

Goodwill is disclosed in the consolidated balance sheet in the subgroup of intangible assets. In the Sendas subsidiary, Éxito direct parent company, goodwill is in the investment subgroup, in the same group of noncurrent assets.

The acquisition-related cost was R$198, recognized in "other operating expenses" (note 28). As follow:

12.31.2019

Fair value of net assets acquired

10,206

(-) Attributed to non-controlling shareholders

(2,187)

8,019

Remaining non-controlling interest (OPA)

(335)

7,684

Total consideration transferred for the acquisition of control of Exito

9,371

Goodwill resulting from Èxito control acquisition of control of Exito

1,687

Subsequent measurement - purchase price allocation

The acquisition Èxito control was accounted under acquisition method, in accordance with IFRS 3R.

13.2. Cheftime and James Delivery

In 2018 and 2019, the Company acquired control of James Delivery, which is a delivery company and Cheftime, which provides gastronomic kits. The net assets of such companies (representing approximately R$1) and the considerations for the acquisition were measured and concluded during 2019.

49

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

14. Investment properties

Investment properties are measured at historical cost, including transaction costs, net of accumulated depreciation and or impairment loss, if applicable. The cost of investment properties acquired in a business combination is determined at fair value, in accordance with IFRS 3 / CPC 15 - Business combination.

Investment properties are written off when they are sold or when they are no longer used and no future economic benefit is expected from the sale. An investment property is also classified as held for sale when there is an intention to sell. The difference between the net amount obtained from the sale and the carrying amount of the asset is recognized in the statement of operations for the period in which the asset is written off.

The investment properties of the Company and its subsidiaries correspond to commercial areas and lots that are maintained for income generation or future price appreciation.

The fair value of investment properties is measured based on assessments performed by third parties.

Consolidated

Acquisition

Foreign

Balance at

Additi-

Depre-

Currency

Balance at

of

Transfers

12.31.2018

ons

ciation

Translation

12.31.2019

companies

adjustment

Land

6

2

-

523

8

(6)

533

Buildings

10

10

(4)

2,257

42

5

2,320

Improvements

4

-

-

-

-

(4)

-

Construction in progress

-

-

-

10

-

-

10

Total

20

12

(4)

2,790

50

(5)

2,863

Consolidated

Balance at 12.31.2019

Balance at 12.31.2018

Cost

Accumulated

Net

Cost

Accumulated

Net

depreciation

depreciation

Land

533

-

533

6

-

6

Buildings

2,412

(92)

2,320

20

(10)

10

Improvements

-

-

-

4

-

4

Construction in progress

10

-

10

-

-

-

Total

2,955

(92)

2,863

30

(10)

20

During December 2019, the results generated by the Éxito subsidiaries for the use of investment properties are as follows:

Leasel revenue

31

Operating expenses related to investment properties that generate revenue

(4)

Operating expenses related to investment properties that do not generate revenue

(12)

Net revenue generated by investment properties

15

As of December 31, 2019, the fair value of investment properties consisted only of balances from the subsidiary Éxito in the amount of R$2,859.

50

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

15. Property and equipment

Property and equipment is stated at cost, net of accumulated depreciation and/or impairment losses, if any. This cost includes the cost of acquisition of equipment and financing costs for long- term construction projects, if the recognition criteria are met. When significant components of property and equipment are replaced, they are recognized as individual assets with specific useful lives and depreciation. Likewise, when a major replacement is performed, its cost is recognized at the carrying amount of the equipment as a replacement, if the recognition criteria are met. All other repair and maintenance costs are recognized in the statement of operations for the year as incurred.

Asset category

Average annual depreciation rate

Buildings

2.50%

Improvements Leasehold

4.17%

Machinery and equipment

12.12%

Facilities

8.19%

Furniture and fixtures

11.03%

Others

20.00%

Property and equipment items and eventual significant parts are written off when sold or when no future economic benefits are expected from its use or sale. Any eventual gains or losses arising from the write off of the assets are included in the statement of operations for the year.

The residual value, the useful life of assets and the depreciation methods are reviewed at the end of each reporting period and adjusted prospectively, if applicable. The Company reviewed the useful lives of fixed assets for fiscal year 2019 and no significant changes were necessary.

Interest on loans directly attributable to the acquisition, construction or production of an asset, which requires a substantial period of time to be finalized for the intended use or sale (qualifying asset), is capitalized as part of the cost of the respective assets during its construction. From the date of entry into operation of the corresponding asset, capitalized costs are depreciated over the estimated useful life of the asset.

15.1. Impairment of non financial assets

Impairment testing is designed so that the Company can present the net realizable value of an asset. This amount may be realized directly or indirectly, respectively, through the sale of the asset or the cash generated by the use of the asset in the Company and its subsidiaries activities.

The Company and its subsidiaries tests its tangible or intangible assets for impairment annually or whenever there is internal or external evidence that they may be impaired.

An asset's recoverable amount is defined as the asset's fair value or the value in use of its cash- generating unit (CGU), whichever is higher, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

If the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and an allowance is recorded to adjust its carrying amount to its recoverable amount, in assessing the recoverable amount, the estimated future cash flows are discounted to present value using a pre-tax discount rate that represents the Company's weighted average cost of capital ("WACC"), reflecting current market assessments of the time value of money and the risks specific to the asset. The useful life test for intangibles including goodwill is presented in note 16.

51

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Recovery test of stores operating assets

The procedure for verifying non-realization consisted of grouping operational and intangible assets (Commercial rights) directly attributable to stores. The test steps were as follows:

  • Step 1: the book value of properties in rented stores was compared with a sales multiple (30% to
    35%) representing transactions between retail companies. For stores with a multiple value below the book value, we move to a more detailed method, described in Step 2.
  • Step 2: the Company considers the highest value among the discounted cash flows using the
    4.8% perpetuity growth (5.5% in 2018) for periods exceeding five years and a discount rate of 8.4 % (10.1% in 2018) or appraisal reports prepared by independent specialists for own stores.

The Company carried out a test to verify the operational assets of the stores that could not be recoverable and in the year ended December 31, 2019, based on the tests performed, there was no need to recognize a loss.

Impairment losses are recognized in profit or loss for the year in expense categories consistent with the function of the respective impaired asset. Previously recognized impairment losses are only reversed in case of change in the assumptions used to determine the asset's recoverable amount at its initial or most recent recognition, except for goodwill, which cannot be reversed in future periods.

Parent Company

Balance at

Additi-

Remeasu-

Depre-

Write-

Transfers

Balance at

12.31.2018

ons

rement

ciation

offs

(*)

12.31.2019

Restated

Land

991

-

-

-

(30)

(57)

904

Buildings

1,179

4

-

(41)

(29)

(87)

1,026

Leasehold improvements

2,033

64

-

(204)

(68)

266

2,091

Machinery and equipment

861

190

-

(166)

(11)

101

975

Facilities

275

16

-

(38)

(6)

2

249

Furniture and fixtures

357

66

-

(59)

(11)

24

377

Construction in progress

115

590

-

-

-

(586)

119

Others

32

28

-

(13)

-

(14)

33

Total

5,843

958

-

(521)

(155)

(351)

5, 774

Lease - right of use:

Buildings

3,420

123

528

(388)

(105)

-

3,578

Equipment

1

-

-

(1)

-

-

-

3,421

123

528

(389)

(105)

-

3,578

Total

9,264

1,081

528

(910)

(260)

(351)

9,352

52

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Parent Company

Balance at

Additions

Remeasu-

Depre-

Write-offs

Transfer

Balance at

12.31.2017

rement

ciation

s

12.31.2018

Restated

Restated

Land

1,094

-

-

-

(56)

(47)

991

Buildings

1,333

5

-

(44)

(70)

(45)

1,179

Leasehold improvements

2,142

7

-

(196)

(54)

134

2,033

Machinery and equipment

904

18

-

(165)

(56)

160

861

Facilities

306

13

-

(38)

(5)

(1)

275

Furniture and fixtures

365

8

-

(58)

(18)

60

357

Construction in progress

79

458

-

-

-

(422)

115

Others

41

27

-

(14)

-

(22)

32

Total

6,264

536

-

(515)

(259)

(183)

5,843

Finance lease

Buildings

3,336

129

331

(351)

(25)

-

3,420

Equipment

2

-

-

(1)

-

-

1

3,338

129

331

(352)

(25)

-

3,421

Total

9,602

665

331

(867)

(284)

(183)

9,264

  1. Referring to assets transferred to the subsidiaries Sendas Distribuidora and SCB as a capital increase related to the banner conversion project.

Parent Company

Balance at 12.31.2019

Balance at 12.31.2018

Cost

Accumulated

Net

Cost

Accumulated

Net

depreciation

depreciation

Restated

Land

904

-

904

991

-

991

Buildings

1,659

(633)

1,026

1,898

(719)

1,179

Leasehold improvements

3,859

(1,768)

2,091

3,666

(1,633)

2,033

Machinery and equipment

2,445

(1,470)

975

2,247

(1,386)

861

Facilities

582

(333)

249

583

(308)

275

Furniture and fixtures

992

(615)

377

945

(588)

357

Construction in progress

119

-

119

115

-

115

Others

143

(110)

33

136

(104)

32

Total

10,703

(4,929)

5,774

10,581

(4,738)

5,843

Lease - right of use:

Buildings

6,461

(2,883)

3,578

5,980

(2,560)

3,420

Equipment

37

(37)

-

37

(36)

1

6,498

(2,920)

(3,578)

6,017

(2,596)

3,421

Total

17,201

(7,849)

9,352

16,598

(7,334)

9,264

53

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Consolidated

Acquisition

Remeasure-

Foreign

Deconsolida-

Balance at

Transfers

Currency

Balance at

Additions

of

Depreciation

Write-offs

tion Via

12.31.2018

ment

(***)

translation

12.31.2019

companies

Varejo

adjustment

Restated

Land

1,366

75

2,353

-

-

(30)

(36)

42

-

3,770

Buildings

1,773

237

1,317

-

(67)

(29)

(29)

9

(1)

3,210

Leasehold improvements

3,843

634

334

-

(332)

(382)

407

-

(63)

4,441

Machinery and equipment

1,308

445

672

-

(264)

(36)

180

10

(34)

2,281

Facilities

501

86

64

-

(59)

(16)

30

(2)

(24)

580

Furniture and fixtures

595

163

300

-

(100)

(21)

80

6

(16)

1,007

Construction in progress

176

789

154

-

-

(6)

(903)

3

62

275

Other

59

32

6

-

(24)

(2)

7

-

(4)

74

Total

9,621

2,461

5,200

-

(846)

(522)

(264)

68

(80)

15,638

Lease - right of use:

Buildings

4,422

792

1,727

832

(525)

(152)

52

32

(157)

7,023

Equipment

9

15

25

-

(5)

-

-

1

-

45

Land

-

-

3

-

-

-

-

-

-

3

4,431

807

1,755

832

(530)

(152)

52

33

(157)

7,071

Total

14,052

3,268

6,955

832

(1,376)

(674)

(212)

101

(237)

22,709

54

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Consolidated

Balance at

Provision for

Assets held for

Balance at

Additions

Remeasurement

Depreciation

Write-offs (**)

Transfers (***)

sale and

12.31.2017

Impaiment

12.31.2018

discontinued

operations

Restated

Restated

Land

1,362

46

-

-

(56)

-

13

1

1,366

Buildings

1,770

175

-

(57)

(71)

-

(46)

2

1,773

Leasehold improvements

3,492

479

-

(292)

(124)

-

361

(73)

3,843

Machinery and equipment

1,262

182

-

(235)

(79)

-

292

(114)

1,308

Facilities

487

76

-

(54)

(20)

-

27

(15)

501

Furniture and fixtures

540

92

-

(84)

(26)

-

116

(43)

595

Construction in progress

126

809

-

-

(13)

-

(755)

9

176

Other

64

39

-

(24)

(31)

-

(8)

19

59

Total

9,103

1,898

-

(746)

(420)

-

-

(214)

9,621

Lease - right of use:

Buildings

4,174

338

1,184

(441)

(57)

(32)

(2)

(742)

4,422

Equipment

15

-

-

(5)

(1)

-

-

-

9

4,189

338

1,184

(446)

(58)

(32)

(2)

(742)

4,431

Total

13,292

2,236

1,184

(1,192)

(478)

(32)

(2)

(956)

14,052

55

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Consolidated

Balance at 12.31.2019

Balance at 12.31.2018

Cost

Accumulated

Net

Cost

Accumulated

Net

depreciation

depreciation

Restated

Land

3,770

-

3,770

1,366

-

1,366

Buildings

4,279

(1,069)

3,210

2,585

(812)

1,773

Leasehold improvements

7,065

(2,624)

4,441

5,868

(2,025)

3,843

Machinery and equipment

4,864

(2,583)

2,281

2,957

(1,649)

1,308

Facilities

1,065

(485)

580

865

(364)

501

Furniture and fixtures

2,196

(1,189)

1,007

1,287

(692)

595

Construction in progress

275

-

275

176

-

176

Other

256

(182)

74

206

(147)

59

23,770

(8,132)

15,638

15,310

(5,689)

9,621

Lease - right of use:

Equipment

10,655

(3,632)

7,023

7,449

(3,027)

4,422

Equipment

128

(83)

45

82

(73)

9

Land

6

(3)

3

-

-

-

10,789

(3,718)

7,071

7,531

(3,100)

4,431

Total

34,559

(11,850)

22,709

22,841

(8,789)

14,052

  1. Guarantees
    At December 31, 2019 and 2018, the Company and its subsidiaries had collateralized property and equipment items for some legal claims, as disclosed in note 22.8.
  2. Capitalized borrowing costs

The consolidated borrowing costs for the year ended December 31, 2019 were R$26 (R$22 for the year ended December 31, 2018). The rate used to determine the borrowing costs eligible for capitalization was 136.11% of the CDI (101.78 % of the CDI for the year ended December 31, 2018), corresponding to the effective interest rate on the Company's borrowings.

15.4. Additions to property and equipment for cash flow presentation purposes:

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Additions (i)

1,081

665

3,268

2,236

Lease

(122)

(308)

(806)

(519)

Capitalized borrowing costs

(7)

(5)

(26)

(22)

Property and equipment financing - Additions (ii)

(769)

(509)

(2,116)

(1,482)

2,142

Property and equipment financing - Payments (ii)

726

542

1,436

Total

909

385

2,462

1,649

  1. The additions are related to the purchase of operating assets, acquisition of land and buildings to expand activities, building of new stores, improvements of existing distribution centers and stores and investments in equipment and information technology.

56

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  1. The additions to property and equipment above are presented to reconcile the acquisitions during the year with the amounts presented in the statement of cash flows net of items that did not impact cash.

15.5. Other information

At December 31, 2019, the Company and its subsidiaries recorded in the cost of sales the amount of R$118 in the parent company (R$97 at December 31, 2018) and R$147 in consolidated (R$126 at December 31, 2018) related to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.

16. Intangible assets

Intangible assets acquired separately are measured at cost at initial recognition, less amortization and any impairment losses. Internally generated intangible assets, excluding capitalized software development costs, are recognized as expenses when incurred.

Intangible assets consist mainly of software acquired from third parties, software developed for internal use, commercial rights (stores' rights of use), customer lists, advantageous lease agreements, advantageous furniture supply agreements and brands.

Intangible assets with definite useful lives are amortized by the straight-line method. The amortization period and method are reviewed, at least, at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimate.

Software development costs recognized as assets are amortized over their useful lives (5 a 10 years), accordingly to the amortization rate of 10.82% beginning amortization when they become operational.

Intangible assets with indefinite useful lives are not amortized, but tested for impairment at the end of each reporting period or whenever there are indications that their carrying amount may be impaired either individually or at the level of the cash-generating unit. The assessment is reviewed annually to determine whether the indefinite life assumption remains valid. Otherwise, the useful life is changed prospectively from indefinite to definite.

When applicable, gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net proceeds from the sale of the asset and its carrying amount, any gain or loss being recognized in the statement of operations in the year when the asset is derecognized.

57

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Goodwill

Commercial rightsl (note 16.2) Software and implementation

Lease-right of use:

Right of use Paes Mendonça (*) Software

Total

Parent Company

Balance at

Additi-

Remeasu-

Amortization

Transfers

Balance at

12.31.2018

ons

rement

12.31.2019

Restated

542

-

-

-

(41)

501

47

-

-

-

-

47

563

161

-

(95)

121

750

1,152

161

-

(95)

80

1,298

587

-

5

(36)

-

556

77

-

-

(22)

-

55

664

-

5

(58)

-

611

1,816

161

5

(153)

80

1,909

Goodwill

Commercial rights retail (note 16.2)

Software and implementation

Lease-right of use:

Right of use Paes Mendonça (*) Software

Total

Parent Company

Balance at

Additions

Acquisition of

Amortization

Transfers

Balance at

12.31.2017

companies

12.31.2018

Restated

Restated

501

-

41

-

-

542

46

-

-

(2)

3

47

509

139

-

(85)

-

563

1,056

139

41

(87)

3

1,152

-

179

-

(7)

415

587

91

-

-

(25)

11

77

91

179

-

(32)

426

664

1,147

318

41

(119)

429

1,816

Parent Company

Balance at 12.31.2019

Balance at 12.31.2018

Cost

Accumulated

Net

Cost

Accumulated

Net

amortization

amortization

Goodwill

Commercial rights (note 16.2) Software and implementation

Lease-right of use:

Right of use Paes Mendonça (*) Software

Total

1,359

(858)

501

47

-

47

1,397

(647)

750

2,803

(1,505)

1,298

604

(48)

556

313

(258)

55

917

(306)

611

3,720

(1,811)

1,909

1,400

(858)

542

47

-

47

1,116

(553)

563

2,563

(1,411)

1,152

598

(11)

587

216

(139)

77

814

(150)

664

3,377

(1,561)

1,816

  1. Related to leases and operations agreements of some stores. The Company has the contractual right to operate these stores for 30 years.

58

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Goodwill Tradename

Commercial rights (note 16.2) Software

Lease-right of use:

Right of use Paes Mendonça (**) Software

Total

(*) See note 13.1 and 13.2.

Consolidated

Foreign

Balance at

Addi-

Acquisition of

Amortization

Write-off

Remeasurement

currency

Transfer

Deconsolidation

Balance at

12.31.2018

tions

companies (*)

translation

Via Varejo

12.31.2019

adjustment

1,148

-

1,686

-

-

-

43

(1)

-

2,876

39

-

2,569

(1)

-

-

56

8

-

2,671

111

24

32

(1)

-

-

1

-

-

167

621

274

60

(108)

(7)

-

1

124

(75)

890

1,919

298

4,347

(110)

(7)

-

101

131

(75)

6,604

819

-

-

(45)

-

6

-

-

-

780

80

-

-

(24)

(1)

-

-

-

1

56

899

-

-

(69)

(1)

6

-

-

1

836

2,818

298

4,347

(179)

(8)

6

101

131

(74)

7,440

(**) Related to leases and operating agreements of some stores. The Company has the contractual right to operate these stores for a 30 years.

59

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Consolidated

Goodwill Tradename

Commercial rights (note 16.2) Software

Lease-right of use:

Right of use Paes Mendonça (**) Software

Total

Company

Assets held for

Balance at

Addi-

Amorti-

Write-

sale and

Balance at

acquisition

Transfer

12.31.2017

tions

zation

off

discontinued

12.31.2018

(*)

operations

Restated

Restated

1,107

-

41

-

-

-

-

1,148

39

-

-

-

-

251

(251)

39

86

24

-

(5)

-

6

-

111

551

534

-

(91)

(29)

(256)

(88)

621

1,783

558

41

(96)

(29)

1

(339)

1,919

-

179

-

(7)

-

647

-

819

95

-

-

(27)

-

12

-

80

95

179

-

(34)

-

659

-

899

1,878

737

41

(130)

(29)

660

(339)

2,818

Consolidated

Balance at 12.31.2019

Balance at 12.31.2018

Cost

Accumulated

Net

Cost

Accumulated

Net

amortization

amortization

Restated

Goodwill

3,986

(1,110)

2,876

2,259

(1,111)

1,148

Tradename

2,672

(1)

2,671

39

-

39

Commercial rights (note 16.2)

168

(1)

167

111

-

111

Software

1,715

(825)

890

1,200

(579)

621

8, 541

(1,937)

6,604

3,609

(1,690)

1,919

Lease-right of use:

Right of use Paes Mendonça (**)

836

(56)

780

832

(13)

819

Software

321

(265)

56

225

(145)

80

1,157

(321)

836

1,057

(158)

899

Total intangibles

9,698

(2,258)

7,440

4,666

(1,848)

2,818

16.1. Test for recovery of intangibles of indefinite useful life, including goodwill

The impairment test of intangibles uses the same practices described in Note 15 Property, plant and equipment.

For impairment testing purposes, the goodwill acquired through business combinations and tradenames with indefinite useful lives was allocated to two cash generating units, which are also operational segments that disclose information. The segments are: retail and wholesale of self - services referring to the "ASSAÍ" brand.

The recoverable amount of the segments was defined by means of the value in use based on cash projections arising from the financial budgets approved by senior management for the next three years. The discount rate applied to cash flow projections is 8.4% (10.1% in 2018), and cash flows that exceed the three-year period are extrapolated using a 4.8% growth rate (5.5% on December 31, 2018). As a result of this analysis, there was no need to record a provision for impairment of these assets.

60

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Sensitivity analysis

Based on the probable scenario, a sensitivity analysis was made for a 0.5% increase / decrease in the discount rate and growth rate. In any combination, the value of the segment's cash flow is higher than its book value. As a result of this analysis, there was no need to record a provision for impairment of these assets.

16.2. Commercial right

Commercial rights are the right to operate the stores under to acquired rights, or allocated on business combinations.

Management understands that commercial rights are considered recoverable, considering its recovery by cash flows return or the possibility of negotiating with third parties.

Goodwill with a defined useful life is tested using the same assumptions used in the Company's other recoverability tests (note 6.1 (b)), following the term of use of these assets.

16.3. Additions to intangible assets for cash flow presentation purposes:

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Additions

161

318

298

737

Lease

(1)

-

(1)

-

Intangible

assets financing - Addition

-

-

(23)

(59)

Intangible

assets financing - Payments

-

-

46

37

Total

160

318

320

715

17. Trade payables, net

Product suppliers Service suppliers

Bonuses from suppliers (note 17.2)

Parent Company

12.31.2019 12.31.2018

5,064 5,745

  1. 411390

  2. (531)
    5,022 5,604

Consolidated

12.31.2019 12.31.2018

14,371

9,662

977

491

  1. (907)
    14,8879,246

17.1. Agreement between suppliers, the Company and banks

The Company and its subsidiaries have certain agreements with financial institutions in order to allow their suppliers to use the Company's lines of credit for prepayment of receivables arising from the sale of goods and services, allowing suppliers to anticipate receivables in the normal course of purchases made by the Company.

These transactions were evaluated by the management concluding that has commercial characteristics, since there are no changes in price and / or terms previously established in the original commercial negotiations, as well as no financial charges. The anticipation is also solely the suppliers's discretion.

The Company also has commercial transactions increasing payment terms, routinely as part of its commercial activity, without financial charges.

61

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

17.2. Bonuses from suppliers

It includes bonuses and discounts obtained from suppliers. These amounts are established in agreements and include amounts for discounts on purchase volumes, joint marketing programs, freight reimbursements, and other similar programs. The collection of these receivables is by offsetting the amounts payable to suppliers, according to supply agreements conditions so that the settlement occurs by the net amount.

18. Borrowings and financing

18.1. Debt breakdown

Parent Company

Consolidated

Weighted average

12.31.2019

12.31.2018

12.31.2019

12.31.2018

rate

Restated

Restated

Debentures

and promissory note

Debentures

and Certificate of

3,978

4,146

11,863

4,146

Agribusiness Receivables (note 18.4)

129.34% of CDI

3,978

4,146

11,863

4,146

Borrowings and financing

Local currency

BNDES

4.01% per year

4

6

27

37

Working capital

124.4% of CDI

509

238

1,008

238

Working capital

TR + 9.80 % per year

15

17

99

112

Swap contracts (note 18.7)

101.44%

(2)

(2)

(12)

(11)

Borrowing cost

(9)

-

(22)

(3)

517

259

1,100

373

Foreign currency (note 18.5)

Working capital

USD + 3.14% per year

845

189

846

843

Working capital

IBR 3M + 2%

-

-

323

-

Credit letter

-

-

12

-

Swap contracts (note 18.7)

118.27% of CDI

(15)

(33)

(15)

(76)

Swap contracts (note 18.7)

IBR 3M + 2%

-

-

(19)

-

NDF Contracts - Derivatives

-

-

(1)

-

Borrowing cost

-

-

(1)

-

830

156

1,145

767

Total

5,325

4,561

14,108

5,286

Current assets

45

-

73

43

Noncurrent

assets

2

35

13

44

Current liabilities

2,016

1,306

3,488

1,981

Noncurrent

liabilities

3,356

3,290

10,706

3,392

62

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

18.2. Changes in borrowings

Parent Company

Consolidated

At December 31, 2018

4,704

5,438

Adjustment related to IFRS 16

(143)

(152)

Restated opening balance

4,561

5,286

Additions

2,259

13,604

Accrued interest

312

678

Accrued swap

9

(11)

Mark-to-market

(1)

(47)

Monetary and exchange rate changes

8

(13)

Borrowing cost

9

31

Interest paid

(274)

(504)

Payments

(1,352)

(9,551)

Swap paid

11

103

Acquisition of companies

-

4,527

Foreign currency translation adjustment

-

80

Deconsolidation Via Varejo

(217)

(75)

At December 31, 2019

5,325

14,108

Parent Company

Consolidated

At December 31, 2017

4,087

4,560

Adjustment related to IFRS 16

(181)

(195)

Restated opening balance

3,906

4,365

Additions

2,903

9,139

Accrued interest

296

619

Accrued swap

(53)

(126)

Mark-to-market

5

12

Monetary and exchange rate changes

74

167

Borrowing cost

12

13

Interest paid

(396)

(758)

Payments

(2,144)

(7,920)

Swap paid

(42)

(9)

Liabilities related to assets held for sale and

-

(216)

discontinued operations (note 33)

At December 31, 2018 - restated

4,561

5,286

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

Year

Parent Company

Consolidated

From 1 to 2 years

1,503

3,596

From 2 to 3 years

1,352

3,444

From 3 to 4 years

3

2,773

From 4 to 5 years

169

386

After 5 years

336

559

Subtotal

3,363

10,758

Borrowing costs

(9)

(65)

Total

3,354

10,693

63

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

18.4. Debentures, Promissory Note and Certificate of Agribusiness Receivables

Date

Parent Company

Consolidated

Issue

Outstanding

Annual financial

Unit price (in

Type

debentures

Issue

Maturity

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Amount

charges

reais)

(units)

13th Issue of Debentures - CBD and CRA

No preference

1,012

1,012,500

12/20/16

12/20/19

97.50% of CDI

-

-

1,014

-

1,014

14th Issue of Debentures - CBD

No preference

1,080

1,080,000

04/17/17

04/13/20

96.00% of CDI

1,010

1,091

1,094

1,091

1,094

15th Issue of Debentures - CBD

No preference

800

800,000

01/17/18

01/15/21

104.75% of CDI

1,027

821

824

821

824

16th Issue of Debentures - CBD (1st serie)

No preference

700

700,000

09/11/18

09/10/21

106% of CDI

1,016

712

714

712

714

16th Issue of Debentures - CBD (2nd serie)

No preference

500

500,000

09/11/18

09/12/22

107.4% of CDI

1,017

508

510

508

510

4th Issue of Promissory Notes - CBD

No preference

800

800

01/10/19

01/09/22

105.75% of CDI

1,061,280

849

-

849

-

1th Issue of Promissory Notes - Sendas (1nd serie)

No preference

50

1

07/04/19

07/03/20 CDI + 0.72% per year

51,537,614

-

-

52

-

1th Issue of Promissory Notes - Sendas (2nd serie)

No preference

50

1

07/04/19

07/05/21 CDI + 0.72% per year

51,537,614

-

-

52

-

1th Issue of Promissory Notes - Sendas (3nd serie)

No preference

50

1

07/04/19

07/04/22 CDI + 0.72% per year

51,537,614

-

-

52

-

1th Issue of Promissory Notes - Sendas (4nd serie)

No preference

250

5

07/04/19

07/04/23 CDI + 0.72% per year

51,537,614

-

-

258

-

1th Issue of Promissory Notes - Sendas (5nd serie)

No preference

200

4

07/04/19

07/04/24 CDI + 0.72% per year

51,537,614

-

-

206

-

1th Issue of Promissory Notes - Sendas (6nd serie)

No preference

200

4

07/04/19

07/04/25 CDI + 0.72% per year

51,537,614

-

-

206

-

1th Issue of Debentures - Sendas (1nd serie)

No preference

2,000

2,000,000

09/04/19

08/20/20 CDI + 1.60% per year

500

-

-

1,001

-

1th Issue of Debentures - Sendas (2nd serie)

No preference

2,000

2,000,000

09/04/19

08/20/21 CDI + 1.74% per year

1,022

-

-

2,044

-

1th Issue of Debentures - Sendas (3nd serie)

No preference

2,000

2,000,000

09/04/19

08/20/22 CDI + 1.95% per year

1,023

-

-

2,046

-

1th Issue of Debentures - Sendas (4nd serie)

No preference

2,000

2,000,000

09/04/19

08/20/23 CDI + 2.20% per year

1,024

-

-

2,047

-

Borrowing cost

(3)

(10)

(82)

(10)

3,978

4,146

11,863

4,146

Current liabilities

1,130

1,068

2,287

1,068

Noncurrent liabilities

2,848

3,078

9,576

3,078

64

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

GPA uses the issue of debentures to strengthen its working capital, maintain its cash strategy, lengthening its debt profile and make investments. The debentures issued are unsecured, without renegotiation clauses and not convertible into shares.

The amortization occurs in payment exclusively at the maturity date with semi-annually interest payment remuneration (13th, 14th, 15th and 16th issue of CBD).

The 13th and 14th issues are entitled to early redemption, at any time, the 15th issue on December 15, 2018 and 16th as of December 10, 2018, both of according under conditions laid down on the issuing instrument.

On April 17, 2017, CBD performed the 14th issuance of simple debentures, non-convertible into shares, unsecured, in a single serie, which was placed privately with Ares Serviços Imobiliários Ltda., which was later assigned and transferred to Ápice Securitizadora S.A., that acquired the Debentures and the Agribusiness Credit Rights with the purpose to bind with the 7th series of the 1st issuance of Certificate of Agribusiness Receivables (CRA). The resources were used exclusively for purchasing agribusiness products, such as fruits, vegetables, dairy, and animal's protein in natura directly from rural producers and cooperatives. The amount of R$ 1,080 maturing on April 13, 2020, with interest of 96% of the CDI to be semiannually paid.

On January 17, 2018, CBD performed the 15th issuance of simple debentures, non-convertible into shares, unsecured, in a single serie. The resources are used to increase working capital and to extend the indebtedness profile. The amount of R$ 800 has maturity on January 15, 2021, with interest of 104.75% of CDI that will be paid semiannually.

On September 11, 2018, CBD performed the 16th issuance of simple debentures, non-convertible to shares, unsecured, in two series. The resources are used to increase working capital and to extend the indebtedness profile. The total amount of R$ 1,200, being in September 10, 2021 the maturity of the first serie and September 10, 2022 the second serie, with interest of 106.00% of CDI for the first serie and of 107.40% for the second serie with semiannually payment.

In the third quarter of 2019, occurred the first issue of commercial promissory notes of Sendas in 6 series, with a nominal value of R$50 to R$250 and a total of R$800.

On December 17, 2018, CBD approved the 4th issue of promissory notes in a single serie. The resources are used to increase working capital and extend the indebtedness profile. The total amount raised was R$800, has maturity on January 9, 2022 and interest of 105.75% of the CDI.

In the period, there was also the first issue of Sendas of simple, not convertible debentures into shares, in four series with a nominal value of R$2,000 reais each, with a maturity between 1 and 4 years, totaling of R$8,000. These funds were used to finance the acquisition of Éxito shares in connection with the proposed reorganizayion operations in Latin America, as disclosed in note 1.1.

18.5. Borrowings in foreign currencies

On December 31, 2019 GPA had loans in foreign currencies (dollar) to strengthen its working capital, maintain its cash strategy, lengthening its debt profile and make investments.

18.6. Guarantees

The Company has signed promissory notes for some loan contracts.

65

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

18.7. Swap contracts

The Company 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 include a total amount of the debt with the objective toprotect the interest and principal and are signed, generally, with the same due dates and in the same economic group. The weighted average annual rate in December 2019 was 5.96% (6.42% as of December 31, 2018).

18.8. Credit facilities

The Company and its subsidiaries entered into credit facility agreements, in the amount of R$900. These agreements are under market conditions and effective for 2020.

18.9. Financial covenants

In connection with the debentures and promissory notes and for a portion of borrowings denominated in foreign currencies, the Company is required to maintain certain debt financial covenants. These ratios are quarterly calculated based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) should not exceed the amount of equity and (ii) consolidated net debt/EBITDA ratio should be lower than or equal to 3.25. At December 31, 2019, GPA complied with these ratios.

18.10.Total Return Swap ("TRS")

The Company sold 50.000.000 shares, representing a 3.8% stake in Via Varejo through an auction at B3 on December 27, 2018 for the amount of a Total Return Swap transaction ("TRS") receiving R$ 218. On December 21, 2018 a contract was signed with a bank foreseeing the sale described and defining a Total Return Swap ("TRS") the same number of shares. The contract was fully settled during the month of February.

On February 20, 2019, the Board of Directors approved a new TRS agreement, authorizing the sale of 40,000,000 (forty million) common shares of Via Varejo held by the Company, corresponding to 3.09% of Via Varejo share capital, for the amount of R$200. This sale was made at B3 on February 25, 2019. Although the ownership of the shares was transferred, the Company had the risk of adjusting the market value of these shares in the future sales of the bank that, based on IFRS 9 / CPC 48, determines that the accounting shares are not derecognised. In April 2019 the balance was settled.

18.11. Cash flow hedge

The Company made use of foreign currency contracts (NDF - Non Deliverable Forward) to protect itself from the exchange variation of COP / BRL due to the process of reorganizing the operation in Latin America described in note 13.1. NDF contracts were designated for cash flow hedging and are already closed on December 31, 2019. The resulting effect of this transaction was considered in the consideration paid in Èxito acquisition.

19. Financial instruments

Financial assets are recognized when the Company or its subsidiaries assume contractual rights to receive cash or other financial assets from contracts to which they are a party. Financial assets are derecognised when the rights to receive cash tied to the financial asset expire or the risks and benefits are substantially transferred to third parties. Assets and liabilities are recognized when rights and / or obligations are retained in the transfer by the Company.

66

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Financial liabilities are recognized when the Company and / or its subsidiaries assume contractual obligations for settlement in cash or in the assumption of third party obligations through a contract to which they are a party. Financial liabilities are derecognised when they are settled, extinguished or expired.

Purchases or sales of financial assets that require delivery of assets within a period defined by regulation or market convention (trading under normal conditions) are recognized on the trade date, that is, on the date on which the Company and its subsidiaries undertake to whether to buy or sell the asset.

  1. Classification and measurement of financial assets and liabilities

According to CPC 48 / IFRS 9, on initial recognition, a financial asset is classified as measured: at amortized cost; fair value through other results ("FVOCI") - or fair value through results ("FVPL"). The classification of financial assets according to CPC 48 / IFRS 9 is generally based on the business model in which a financial asset is managed and on its contractual cash flow characteristics. Embedded derivatives in which the master contract is a financial asset within the scope of the standard are never separated. Instead, the hybrid financial instrument is rated for classification as a whole.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as measured at FVPL:

  • is maintained within a business model whose objective is to maintain financial assets to receive contractual cash flows; and
  • its contractual terms generate, on specific dates, cash flows that are related to the payment of principal and interest on the principal amount outstanding.

A debt instrument is measured at FVOCI if it meets both of the following conditions and is not designated as measured at FVPL:

  • is maintained within a business model whose objective is achieved both by receiving contractual cash flows and by selling financial assets; and
  • its contractual terms generate, on specific dates, cash flows that are only payments of principal and interest on the principal amount outstanding.

In the initial recognition of an investment in an equity instrument that is not held for trading, the Company may irrevocably choose to present subsequent changes in the fair value of the investment in other comprehensive income ("ORA"). This choice is made investment by investment.

All financial assets not classified as measured at amortized cost or VJORA, as described above, are classified as VJR. This includes all derivative financial assets. Upon initial recognition, the Company may

irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost, VJORA or VJR if this eliminates or significantly reduces an accounting mismatch that would otherwise arise (fair value option available in CPC 48 / IFRS 9).

A financial asset (unless it is an accounts receivable from customers without a significant financing component that is initially measured at the transaction price) is initially measured at fair value, plus, for an item not measured at FVPL, the transaction costs that are directly attributable to your acquisition.

Financial assets measured at FVPL- These assets are subsequently measured at fair value. The net result, including interest or dividend income, is recognized in the result.

67

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Financial assets at amortized cost- These assets are measured subsequently to the amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and losses are recognized in income. Any gain or loss on derecognition is recognized in income.

Financial assets to FVOCI- These assets are measured subsequently at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment losses are recognized in income. Other net results are recognized in OCI. Upon derecognition, the accumulated result in OCI is reclassified to the result.

(ii) Derecognition of financial assets and liabilities

A financial asset (or, as the case may be, part of a financial asset or part of a group of similar financial assets) is derecognised when:

  • Expiry rights to receive cash flows.
  • The Company and its subsidiaries transfer their rights to receive cash flows from the asset or assume an obligation to fully pay the cash flows received to a third party, pursuant to a transfer agreement; and
    (a) the Company substantially transferred all the risks and benefits related to the asset; or (b) the Company did not transfer, nor substantially retained all the risks and benefits related to the asset, but transferred its control.

When the Company and its subsidiaries assign their rights to receive cash flows from an asset or enter into a transfer agreement, without substantially transferring or retaining all the risks and benefits related to the asset or transferring control of the asset, the asset is maintained and recognizes a corresponding liability. The transferred asset and the corresponding liability are measured in a way that reflects the rights and obligations retained by the Company and its subsidiaries.

A financial liability is derecognised when the obligation underlying the liability is paid, canceled or expired.

When an existing financial liability is replaced by another from the same creditor, under substantially different terms, or the terms of an existing liability are substantially modified, such replacement or modification is treated as derecognition of the original liability and recognition of a new liability, and the difference between the respective book values is recognized in the income for the year.

(iii) Offsetting of financial instruments

Financial assets and liabilities are offset and presented stated net in the financial statements, only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention of settling them on a net basis or realizing the assets and settling the liabilities simultaneously.

Derivative financial instruments

The Company uses derivative financial instruments to limit the exposure to variation not related to the local market such as interest rate and exchange rate swaps. These derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value at the end of each reporting period. Derivatives are accounted for as financial assets when their fair value is positive and as financial liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are recognized as financial income or expenses.

68

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which it intends to apply hedge accounting and its objective and risk management strategy for contracting the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess the effectiveness of the changes in the hedging instrument's fair value in offsetting the exposure to changes in the fair value of the hedged item or cash flow attributable to the hedged risk. These hedges are expected to be highly effective in offsetting changes in the fair value or cash flow and are assessed on an ongoing basis to determine if they actually have been highly effective throughout the periods for which they were designated.

The following are recognized as fair value hedges, in accordance with the procedures below:

  • The change in the fair value of a derivative financial instrument classified as fair value hedging is recognized as financial result. The change in the fair value of the hedged item is recorded as a part of the carrying amount of the hedged item and is recognized in the statement of operations;
  • In order to calculate the fair value, debts and swaps are measured through rates disclosed in the financial market and projected up to their maturity date. The discount rate used in the calculation by the interpolation method for borrowings denominated in foreign currency is developed through DDI curves, free coupon and DI, indexes disclosed by the B3 (the Brazilian Securities, Commodities and Futures Exchange), whereas for borrowings denominated in reais, the Company uses the DI curve, an index published by the CETIP and calculated through the exponential interpolation method.

The Company uses financial instruments only to protect identified risks limited to 100% of the value of these risks. Derivative transactions are exclusively used to reduce exposure to foreign currency and interest rate fluctuation, in order to maintain the balance of the capital structure.

Cash flow hedge

CPC 48 / IFRS 9 replaces the "incurred loss" model of CPC 38 / IAS 39 with an expected credit losses model. The new impairment loss model applies to financial assets measured at amortized cost, contractual assets and debt instruments measured at FVOCI, but does not apply to investments in equity instruments (shares) or financial assets measured at FVPL.

According to CPC 48 / IFRS 9, provisions for losses are measured at one of the following bases:

  • Credit losses expected for 12 months (general model): these are credit losses that result in possible default events within 12 months from the balance sheet date and, subsequently, in case of deterioration of the credit risk, throughout the life of the instrument.
  • Full lifetime expected credit losses (simplified model): these are credit losses resulting from all possible default events over the expected life of a financial instrument.
  • Practical expedient: these are expected credit losses that are consistent with reasonable and sustainable information available, on the balance sheet date about past events, current conditions and forecasts of future economic conditions, which enable the verification of probable future loss based on the historical credit loss occurred in accordance with the maturity of securities.

The Company chose to measure provisions for losses from accounts receivable and other receivables and contractual assets at an amount that equals the credit loss expected for the full lifetime, and for trade accounts receivable, whose portfolio of receivables is fragmented, CDCI, rents receivable, wholesale accounts receivable and accounts receivable from freight companies, the practical expedient was applied through the adoption of a matrix of losses for each maturity range.

69

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

When determining whether the credit risk of a financial asset increased significantly since its initial recognition and while estimating the expected credit losses, the Company takes into account reasonable and sustainable information that is relevant and available free of cost or excessive effort. This includes quantitative and qualitative information and analysis, based on the Company's historical experience, during credit appraisal and considering information about projections.

The Company assumes that the credit risk of a financial asset increased significantly if the asset is overdue more than 90 days.

The Company considers a financial asset as in default when:

  • there is little likelihood that the debtor will fully pay their obligations to the Company, without resorting to actions such as execution of guarantees (if any); or
  • the financial asset is overdue more than 90 days.

The Company determined the credit risk of a debt security by analyzing the payment history, financial and macroeconomic conditions of the counterparty and the assessment of rating agencies, when applicable, thereby assessing each debt security individually.

The maximum period considered when estimating the expected credit loss is the maximum contractual period during which the company is exposed to the credit risk.

Measurement of expected credit losses- Expected credit losses are estimates weighted by the probability of credit losses based on historical losses and projections of related assumptions. Credit losses are measured at present value based on all cash insufficiencies (i.e. the differences between the cash flows owed to the Company according to contracts and the cash flows the Company expects to receive).

Expected credit losses are discounted by the effective interest rate of the financial asset.

Financial assets with credit recovery problems- On each reporting date, the Company evaluates whether the financial assets recorded at amortized cost and the debt securities measured at FVOCI show any indication of impairment. A financial asset shows "indication of impairment loss" in the occurrence of one or more events with negative impact on the estimated future cash flows of the financial asset.

Presentation of impairment loss- Provision for losses for financial assets measured at amortized cost are deducted from the gross book value of the assets.

For financial instruments measured at FVOCI, the provision for losses is recognized in OCI, instead of deducting the book value of the asset.

Impairment losses related to trade accounts receivable and other receivables, including contractual assets, are presented separately in the statement of income and OCI. Impairment of other financial assets is reported under "selling expenses".

Accounts receivable and contractual assets- The Company considers the model and some of the assumptions used in the calculation of these expected credit losses as the main sources of uncertainty in the estimate.

The positions within each group were segmented based on common credit risk characteristics, such as:

Credit risk level and historical losses - for wholesale clients and property rental; and

70

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  • Delinquency status, default risk and historical losses - for credit card operators and other clients.
    The main financial instruments and their carrying amounts, by category, are as follows:

Parent Company

Carrying amount

12.31.2019 12.31.2018

Consolidated

Carrying amount

12.31.2019 12.31.2018

Restated

Restated

Financial assets:

Amortized cost

Related parties - assets

248

341

104

34

Trade receivables and other receivables

531

627

924

695

Others assets

-

-

51

-

Fair value through profit or loss

Cash and cash equivalents

2,863

2,935

7,954

4,369

Financial instruments - Fair value hedge

47

35

86

87

Others assets

-

-

2

-

Fair value through other comprehensive income

Trade receibles with credit card companies

and sales vouchers

50

70

377

123

Others assets

-

-

19

-

Financial liabilities:

Other financial liabilities - amortized cost

Related parties - liabilities

(234)

(316)

(215)

(145)

Trade payables

(5,022)

(5,604)

(14,887)

(9,246)

Financing for purchase of assets

(127)

(68)

(231)

(149)

Debentures and promissory notes

(3,978)

(4,146)

(11,863)

(4,146)

Borrowings and financing

(503)

(244)

(1,348)

(271)

Finance lease

(4,921)

(4,670)

(8,667)

(5,787)

Fair value through profit or loss

Loans and financing (Hedge accounting

(861)

(944)

object)

(206)

(956)

Financial instruments - Fair Value Hedge -

(30)

(39)

liabilities side

-

-

Financial instruments without suppliers - Fair

-

(8)

value hedge - liabilities side

-

-

Disco Group put option (*)

-

-

(466)

-

(*) See note 19.3.

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.

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

  1. Credit risk
    • Cash and cash equivalents: in order to minimize credit risk, the Company adopts investment policies at financial institutions approved by the Company's Financial Committee, also taking into consideration monetary limits and financial institution evaluations, which are regularly updated.

71

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

    • Accounts receivable: credit risk related to accounts receivable is minimized by the fact that large portion of the sales are paid with credit cards, and the Company sells these receivables to banks and credit card companies, aiming to strengthen working capital. The sales of receivables result in derecognition of the accounts receivable due to the transfer of the credit risk, benefits and control of such assets. Additionally, mainly to the accounts receivable paid in installments, the Company monitor the risk through the credit concession to customers and by periodic analysis of the provision for losses.
    • The Company also has counterparty risk related to the derivative instruments; such risk is mitigated by the Company's carrying out transactions, according to policies approved by governance boards.
    • There are no amounts receivable that are individually, higher than 5% of accounts receivable or sales, respectively.
  1. Interest rate risk
    The Company and its subsidiaries raise loans and financing with major financial institutions for cash needs for investments. As a result, the Company and its subsidiaries are, mainly, exposed to relevant interest rates fluctuation risk, especially in view of derivatives liabilities (foreign currency exposure hedge) and CDI indexed debt. The balance of cash and cash equivalents, indexed to CDI, partially offsets the interest rate risk.
  2. Exchange rate risk
    The Company and its subsidiaries are exposed to exchange rate fluctuations, which may increase outstanding balances of foreign currency-denominated borrowings. The Company and its subsidiaries use derivatives, such as swaps, aiming to mitigate the exchange exposure risk, converting the cost of debt into domestic currency andinterest rates.
    Éxito Group uses derivatives to hedge against foreign exchange variations on imports.
  3. Capital risk management
    The main objective of the Company's capital management is to ensure if 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.
    The capital structure is presented as follows:

Cash and cash equivalents Financial instruments - Fair value hedge

Borrowings and financing Other liabilities with related parties (*)

Parent company

12.31.2019 12.31.2018

Restated

2,863

2,935

17

35

(5,542)

(4,596)

  1. (138)

Consolidated

12.31.2019 12.31.2018

Restated

7,954 4,369

3987

(14,155) (5,373)

  1. (138)

72

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Net debt

(2,586)

(1,764)

(6,286)

(1,055)

Shareholders' equity

(10,940)

(10,234)

(13,511)

(13,159)

Net debt to equity ratio

24%

17%

47%

8%

  1. (*) Represents amount payable to Greenyellow related to the equipments purchase.

  2. Liquidity risk management
    The Company manages liquidity risk through the daily analysis of cash flows and control of maturities of financial assets and liabilities.
    The table below summarizes the aging profile of the Company's financial liabilities as of December 31, 2019.

a) Parent company

Up to 1 Year

1 - 5 years

More than 5 years

Total

Borrowings and financing

907

317

376

1,600

Debentures and promissory notes

1,203

3,064

-

4,267

Derivative financial instruments

(3)

(2)

-

(5)

Lease liabilities

1,042

3,242

6,103

10,387

Trade payables

5,022

-

-

5,022

Total

8,171

6,621

6,479

21,271

b) Consolidated

Up to 1 Year

1 - 5 years

More than 5 years

Total

Borrowings and financing

1,249

1,054

407

2,710

Debentures and promissory notes

2,675

10,694

312

13,681

Derivative financial instruments

3

(13)

(3)

(13)

Lease liabilities

1,747

5,483

9,444

16,674

Trade payables

14,887

-

-

14,887

Total

20,561

17,218

10,160

47,939

  1. Derivative financial instruments
    Certain swap operations are classified as fair value hedge, whose objective is to hedge against foreign exchange exposure (U.S. dollars) and fixed interest rates, converting the debt into domestic interest rates and currency.
    At December 31, 2019 the reference value of these contracts were R$955 (R$ R$883 at December 31, 2018. These operations are usually contracted under the same terms of amounts, maturities and fees, and carried out with the financial institution of the same economic group, observing the limits set by Management.
    According to the Company's treasury policies, swaps cannot be contracted with restrictions ("caps"), margins, as well as return clauses, double index, flexible options or any other types of transactions different from traditional "swap" and "forwards" operations to hedge against debts.
    The Company calculates the effectiveness of hedge transactions atinception date and on continuing basis. Hedge transactions contracted in the year ended December 31, 2019 were effective in relation to the covered risk. For derivative transactions qualified as hedge

73

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

accounting, according to technical pronouncement CPC 48 (IFRS 39), the debt, which is the hedge object, is also adjusted at fair value.

Consolidated

Notional value

Fair value

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Fair value hedge

Hedge object (debt)

955

883

944

955

Long position (buy)

Prefixed rate

TR + 9.80% per year

127

127

99

112

US$ + fixed

USD + 3.14 % per year

828

756

846

843

955

883

945

955

Short position (sell)

118.7% of CDI

(955)

(883)

(917)

(868)

Hedge position -

-

-

57

87

asset

Hedge position -

-

-

(29)

-

liability

Net hedge position

-

-

28

87

Realized and unrealized gains and losses on these contracts during the year ended December 31, 2019 are recorded as financial expenses, net and the balance payable at fair value is R$28 (receivable from R$87 as of December 31, 2018), the asset is recorded in line item "Derivative financial instrument - fair value hedge" and the liability in "Borrowings and financing".

The effects of the fair value hedge recorded in the statement of operations for the year ended December 31, 2019 resulted in a gain of R$24 (gain of R$6 as of December 31, 2018).

  1. Fair values of derivative financial instruments
    Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.
    Fair values are calculated by projecting the future cash flows of transactions, using the curves of CDI and discounting them to present value, using CDI market rates for swaps both disclosed by B3.
    The market value of exchange coupon swaps versus CDI rate was obtained applying market exchange rates effective on the date of financial statements are prepared and rates are projected by the market calculated based on currency coupon curves.
    In order to calculate the coupon of foreign currency indexed-positions, the straight-line convention - 360 consecutive days was adopted and to calculate the coupon of CDI indexed- positions, the exponential convention - 252 business days was adopted.

19.2. Sensitivity analysis of financial instruments

According to the Management's assessment, the most probable scenario is what the market has been estimating through market curves (currency and interest rates) of B3, on the maturity dates of each transaction.

74

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Therefore, in the probable scenario (I), there is no impact on the fair value of financial instruments. For scenarios (II) and (III), for the sensitivity analysis effect, according to CVM rules, a deterioration of 25% and 50% was taken into account, respectively, on risk variables, up to one year of the financial instruments.

For the probable scenario, weighted exchange rate was R$4.47 on the due date, and the weighted interest rate weighted was 4.89% per year.

In case of derivative financial instruments (aiming at hedging the financial debt), changes in scenarios are accompanied by respective hedges, indicating effects are not significant.

The Company disclosed the net exposure of the derivatives financial instruments, corresponding to financial instruments and certain financial instruments in the sensitivity analysis table below, to each of the scenarios mentioned.

(i) Other financial instruments

Market projection

Risk (CDI

Balance at

Scenario

Scenario

Scenario

Operations

variation)

12.31.2019

I

II

III

Fair value hedge of fixed rate

101.44%

of CDI

(86)

(211)

(214)

(218)

Fair value hedge of exchange rate

118.27%

of CDI

(831)

(860)

(904)

(916)

Debentures

and promissories notes

132.69%

of CDI

(10,853)

(11,380)

(11,512)

(11,644)

Debentures

(2nd issue CRA)

96.00%

of CDI

(1,091)

(1,142)

(1,154)

(1,167)

Bank loans

124.49%

of CDI

(1,008)

(1,058)

(1,071)

(1,083)

Total borrowings and financing

(13,869)

(14,651)

(14,855)

(15,028)

exposure

Cash and cash equivalents (*)

89.94%

of CDI

4,471

4,468

4,717

4,766

Net exposure

(9,398)

(10,183)

(10,138)

(10,262)

Net effect - loss

(785)

(740)

(864)

(*) Weighted average

The Éxito Group's sensitivity test considers the economic environment in which the company operates. In scenario I, the observable rates are used. In scenario II it is considered on increase of 10% and in scenario III it is a decrease of 10%.

Scenario I: Reference Bank Index in Colombia (IBR) available 4.134%.

Scenario II: 0.4134% increase in IBR and for Libor at 90 days an increase of 0.1763%

Scenario III: 0.4134% decrease in IBR and for Libor at 90 days a decrease of 0.1763%

Maket projection

Transactions

Balance

Scenario I

Scenario II

Scenario III

12.31.2019

Bank loans and swap

(320)

(320)

(321)

(320)

75

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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 requirements of measurement and disclosure. The fair value hierarchy levels are defined below:

Level 1: Measurement of fair value at the balance sheet date based on quoted (unadjusted) prices in active markets for assets or liabilities that the entity may have access to at the measurement date.

Level 2: Measurement of fair value at the balance sheet date using other significant observable assumptions for the asset or liability, either directly or indirectly, other than quoted prices included in Level 1.

Level 3: Measurement of fair value at the balance sheet date using unobservable inputs for the asset or liability.

The data for these models are obtained, whenever possible, from observable markets or from information, on comparable operations and transactions in the market. The judgments include the analyses of the data, such as liquidity risk, credit risk and volatility. Changes in assumptions about to these factors may affect the reported fair value of financial instruments.

For financial instruments not actively traded, the fair value is based on valuation techniques defined by the Company and compatible with usual market practices. These techniques include using recent market arm's length transactions the benchmarking of fair value of similar financial instruments, the analyzes of discounted cash flow or other valuation models.

The fair values of cash and cash equivalents, trade receivables 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:

Consolidated

Carrying

Fair value

amount

12.31.2019

12.31.2019

Level

Financial assets and liabilities

Trade receibles with credit card companies and sales

377

377

2

vouchers

Swaps of annual rate between currencies

15

15

2

Swaps of annual rate

25

25

2

Forward between Currencies

(1)

(2)

2

Borrowings and financing (FVPL)

(944)

(944)

2

Borrowings and financing and debentures (amortized cost)

(13.211)

(12.528)

2

Disco Group put option (*)

(466)

(466)

3

Total

(14.205)

(13.523)

  1. Non-controllingshareholders of Group Disco del Uruguay S.A. Éxito Group's subsidiary have a exercisable put option based on a formula that uses data such as net income, EBITDA - earnings before interest, taxes, depreciation and amortization and net debt, in addition to fixed

76

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

amounts determined in the contract and the exchange variation applicable for conversion to the functional currency. This put option was presented in acquisition.

There were no changes between the fair value measurements levels in the year ended December 31, 2019.

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.

19.4. Consolidated position of derivative transactions

The Company and its subsidiaries have derivative contracts with the following financial institutions: Itaú BBA, Bradesco, Tokyo Bank, Scotiabank, Credit Agricole Corporate, Bogotá Bank, BBVA, BNP, BBVA, Davivenda, Bancolombia, HSBC and Corficolombia.

The consolidated position of outstanding derivative financial instruments are presented in the table below:

Consolidated

Reference

Risk

Due date

12.31.2019

12.31.2018

value

Debt

USD - BRL

2019

-

43

USD - BRL

US$ 210

2020

16

33

Interest rate - BRL

R$ 21

2026

2

2

Interest rate - BRL

R$ 106

2027

10

9

Derivatives - Fair value hedge - Brazil

28

87

Debt

USD - COP

US$ 211

2020

20

-

USD - COP

US$ 3

2022

1

-

Interest rate - COP

COP 673.109

2020

(1)

-

Interest rate - COP

COP 138.440

2021

(1)

-

19

-

Trade payables

EUR - COP

EUR 2

2020

-

-

USD - COP

USD 56

2020

(8)

-

(8)

-

Derivatives - Éxito Group

11

-

77

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

20. Taxes and contributions payable and taxes payable in installments

Revenue from sales of goods and services are subject to taxation by State Value-Added Tax ("ICMS") and Services Tax ("ISS"), calculated based on the rates applicable to each city, as well as contribution for the Social Integration Program ("PIS") and contribution for Social Security Financing ("COFINS"), and are presented net of sales revenue.

Revenue and expenses are recognized net of taxes, except where the sales tax incurred on the purchase of assets or services is not recoverable from the tax authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

20.1. Taxes and contributions payable and taxes payable in installments

Parent Company

Consolidated

12.31.2018

12.31.2017

12.31.2018

12.31.2017

Taxes payable in installments - Law 11,941/09

354

432

355

432

Taxes payable in installments - PERT

162

169

162

169

ICMS

50

62

96

88

PIS and COFINS

4

4

7

8

Provision for income tax and social contribution

-

26

-

115

Withholding Income Tax

1

1

1

2

INSS

1

1

6

4

Other

7

12

60

23

Taxes - Éxito Group

-

-

220

-

579

707

907

841

Current

203

236

531

370

Noncurrent

376

471

376

471

  1. The Company decided to include certain federal tax debts in the Special Program on Tax Settlements - PERT ("PERT Program"), as per the conditions stablished in Law no. 13.496, enacted on October 24, 2017. The program allows the payment in monthly installments, and granted discounts on interest and penalties. The Company included tax debts related to (i) tax assessments over purchase transactions, manufacturing and exports sales of soil beans (PIS/COFINS), (ii) non-validation of tax offsets (IRPJ, PIS/COFINS); and other tax debts previously classified as possible risks related mainly to CPMF and other claims - (See note 22.2). The PERT liability is being settled integrally in cash in monthly installments in 12 years. The Company is in compliance with the obligations assumed in this installment plan.
  2. Federal tax installment payment, Law 11,941/09 - The Law 11,941, was enacted on May 27, 2009, a special federal tax and social security debt installment program, for debts overdue until November 2008, and gave several benefits to its participants, such as reduction of fines, interest rates and penalties, the possibility of utilization of accumulated tax losses to settle penalties and interest and payment in 180 months, use of restricted deposits linked to the claim to reduce the balance, besides of the fact that such reduction gains are not subject to IRPJ/CSLL/PIS/COFINS. The Company is in compliance with terms and conditions of obligations of this tax installment payment program.

78

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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

From 1 to 2 years From 2 to 3 years From 3 to 4 years From 4 to 5 years After 5 years

Parent Company and

Consolidated

105

104

92

13

62

376

21. Income tax and social contribution

Current income tax and social contribution

Current income tax and social contribution assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to calculate taxes are those in force or substantially in force at the end of each balance sheet date.

Income taxes comprise Corporate Income Tax ("IRPJ") and Social Contribution on Net I ncome ("CSLL"), calculated based on taxable income (adjusted income), at the applicable rates set forth in the legislation in force: 15% on taxable income plus an additional 10% on annual taxable income exceeding R$240,000 for IRPJ, and 9% for CSLL.

Deferred income tax and social contribution

Deferred income tax and social contribution are generated by temporary differences at the end of the reporting periods between the tax basis of assets and liabilities and their carrying amounts.

Deferred income tax and social contribution assets are recognized for all deductible temporary differences and unused tax loss carryforwards to the extent that it is probable that taxable income will be available against which to deduct temporary differences and unused tax loss carryforwards, except where the deferred income tax and social contribution assets relating to the deductible temporary difference arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor tax income or losses.

Deferred income tax and social contribution liabilities are recognized for all temporary taxable differences, except when the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in an transaction other than a business combination and which, at the time of the transaction, affects neither accounting profit nor tax losses.

With respect to deductible temporary differences associated with investments in subsidiaries and associates, deferred income tax and social contribution are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable income will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax and social contribution assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax and social contribution to be utilized. Unrecognized deferred income tax and social contribution assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable income will allow these assets to be recovered.

79

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Deferred income tax and social contribution assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) in effect or substantively in effect at the end of the reporting period.

Deferred taxes related to items directly recognized in equity are also recognized in equity and not in the statement of operations.

Deferred income tax and social contribution assets and liabilities are offset if there is a legal or contractual right to offset tax assets against income tax liabilities, and the deferred taxes refer to the same taxpayer entity and to the same tax authority.

In virtue of nature and complexity of the Group's businesses, the differences between the actual results and the assumptions adopted, or the future changes to these assumptions, may result in future adjustments to tax revenues and expenses already recorded. The Company and its subsidiaries set up provisions, based on reasonable estimates, for taxes due. The value of these provisions is based on several factors, such as the experience of previous inspections and the different interpretations of tax regulations by the taxpayer and the responsible tax authority. These differences in interpretation can refer to a wide variety of issues, depending on the conditions in force at the home of the respective entity.

21.1. Income tax and social contribution expense reconciliation

Incomet (loss) before income tax and social contribution

Credit (expense) of income tax and social contribution at the nominal rate of 25% for the Company and 34% for subsidiaries

Tax penalties

Share of profit of associates Interest on own capital (*) Tax benefits

Other permanent differences Income tax and social contribution

Credit (expense) income tax and social contribution for the period:

Current

Deferred

Credit (expense) income tax and social contribution expense

Effective rate

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

345

1,188

742

1,569

(86)

(297)

(317)

(532)

(16)

(20)

(18)

(22)

241

287

(6)

15

(4)

59

80

93

6

15

19

15

(8)

5

(12)

18

133

49

(254)

(413)

165

(36)

(161)

(347)

(32)

85

(93)

(66)

133

49

(254)

(413)

-38.55%

-4.12%

34.23%

26.32%

Income tax expense calculated on the sale of Via Varejo totaled R$199 (see note 12.3) at the parent company, presented in the result of discontinued operations.

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

(*) Effect of income tax on interest on own capital.

80

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

21.2. Breakdown of deferred income tax and social contribution

Parent Company

Tax losses and negative basis of social contribution Provision for risks

Goodwill tax amortization Mark-to-market adjustment Technological innovation - future realization Depreciation of fixed assets as per tax rates Unrealized gains with tax credits

Net leasing of the right to use

Other

Deferred income tax and social contribution assets (liabilities)

Compensation

Deferred income tax and social contribution assets (liabilities), net

12.31.2019

Asset

Liability

Net

140

-

140

212

-

212

-

(123)

(123)

-

(4)

(4)

-

(7)

(7)

-

(142)

(142)

-

(101)

(101)

252

-

252

58

-

58

662

(377)

285

(377)

377

-

285

-

285

12.31.2018

Asset

Liability

Net

Restated

167

-

167

230

-

230

(56)

(56)

2

-

2

-

(10)

(10)

-

(125)

(125)

-

(88)

(88)

217

-

217

60

(131)

(71)

676

(410)

266

(410)

410

-

266

-

266

Consolidated

12.31.2019

12.31.2018

Asset

Liability

Net

Asset

Liability

Net

Restated

Tax losses and negative basis of social contribution

538

-

548

198

-

198

Provision for risks

321

-

321

292

-

292

Goodwill tax amortization

-

(604)

(604)

-

(601)

(601)

Mark-to-market adjustment

-

(7)

(7)

-

(1)

(1)

Technological innovation - future realization

-

(7)

(7)

-

(10)

(10)

Depreciation of fixed assets as per tax rates

-

(960)

(960)

-

(128)

(128)

Unrealized gains with tax credits

82

(322)

(240)

-

(222)

(222)

Net leasing of the right to use

353

-

353

274

-

274

Cash flow hedge

-

(80)

(80)

Other

100

-

100

112

(139)

(27)

Gross deferred income tax and social contribution

192

-

192

-

-

-

assets (liabilities)

Deferred income tax and social contribution assets

1,586

(1,980)

(394)

876

(1,101)

(225)

(liabilities)

Compensation

(1,232)

1,232

-

(578)

578

-

Deferred income tax and social contribution assets

298

(523)

(225)

(liabilities), net

354

(748)

(394)

Management has prepared a technical feasibility study on the future realization of deferred tax assets, considering the probable capacity to generate taxable income in the context of the main variables of the Company's business. This study was prepared based on information extracted

from the strategic planning report previously approved by the Company's Boar d of Directors.

81

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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

Parent Company

Consolidated

Up to one year From 1 to 2 years From 2 to 3 years From 3 to 4 years From 4 to 5 years Above 5 years

124

314

111

423

71

246

40

158

37

58

279

387

662

1,586

21.3. Movement in deferred income tax and social contribution

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

At the beginning of the period

172

112

(374)

(269)

Adjustment related to IFRS 16

94

130

149

174

Restated opening balance

266

242

(225)

(95)

Credit (expense) for the year - Continued

(32)

(93)

operations

85

(66)

Expenses in the year - Discontinued

(122)

operations

-

-

(87)

IR on discontinued operations

55

(59)

314

61

Income tax on other comprehensive income

1

- Continued operations

-

(2)

(1)

Income tax on other comprehensive income

-

-

- Discontinued operations

-

3

Special Tax Regularization Program - PERT

(2)

- Discontinued operations - use of tax losses

-

-

(2)

Acquisition of companies

-

-

(375)

-

Conversion currency adjustment

-

-

(9)

-

Assets held for sale and discontinued

122

operations (see note 32)

-

-

84

Others

(4)

-

(5)

-

At the end of the period

285

266

(394)

(225)

22. Provision for risks

Provisions are recognized when the Company and its subsidiaries have a present obligation (legal or non-formalized) due to a past event, it is likely that an outflow of funds is required to settle the obligation, and it is possible to make a reliable estimate of the amount that obligation. The expense related to any provision is recorded in the income for the year, net of any reimbursement. In the case of success fees, the Company and its subsidiaries have a policy of provisioning at the time the fees are incurred, that is, when the cases are finally judged, the amounts involved for the cases still being disclosed in the explanatory notes not finalized.

The assessment of the likelihood of loss includes the assessment of the available evidence, the hierarchy of laws, the available jurisprudence, the most recent court decisions, their legal relevance, the history of occurrence and amounts involved and the assessment of external lawyers.

82

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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.

22.1. Parent Company

Tax

Social security and

Civil and

Total

labor

Regulatory

Balance at December 31, 2018

679

231

77

987

Additions

129

130

62

321

Payments

(28)

(55)

(26)

(109)

Reversals

(152)

(98)

(42)

(292)

Monetary adjustment

(11)

28

16

33

Balance at December 31, 2019

617

236

87

940

Tax

Social security and

Civil and

Total

labor

Regulatory

Balance at December 31, 2017

436

274

102

812

Additions

338

92

87

517

Payments

(2)

(73)

(42)

(117)

Reversals

(96)

(94)

(86)

(276)

Monetary adjustment

3

32

16

51

Balance at December 31, 2018

679

231

77

987

22.2. Consolidated

Social security

Civil and

Tax

and labor

Regulatory

Total

Balance at December 31, 2018

828

291

116

1,235

Additions

149

449

162

760

Payments

(41)

(328)

(84)

(453)

Reversals

(274)

(200)

(92)

(566)

Monetary adjustment

(10)

66

23

79

Acquisition of companies

76

13

14

103

Foreign Exchange variation of

2

-

-

2

subsidiary

Deconsolidation Via Varejo

111

28

6

145

Balance at December 31, 2019

841

319

145

1,305

83

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Social security

Civil and

PIS/COFINS

and labor

Regulatory

Total

Balance at December 31, 2017

637

331

139

1,107

Additions

387

997

362

1,746

Payments

(2)

(812)

(207)

(1,021)

Reversals

(158)

(597)

(262)

(1,017)

Transfer to instalments taxes

-

-

-

-

Monetary adjustment

4

119

37

160

Liabilities related to assets held

for sale and discontinued

(40)

253

47

260

operations (see Note 32)

Balance at December 31, 2018

828

291

116

1,235

22.3. 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:

PIS, COFINS and others

Correspond to matters related to non-approval of compensation, including amounts of lesser expression, which on December 31, 2019 total R$4 (R$86 on December 31, 2018).

Other tax claims remained, which, according to the analysis of its legal advisors, were provisioned by the Company. These refer to: (i) challenge on the non-application of the Accident Prevention Factor - FAP; (ii) challenge on the State Finance Department on the ICMS tax rate calculated on electric energy bills; (iii) undue credit (iv) no social charges on benefits granted to its employees, due to an unfavorable decision in the Court (v) other minor issues. The amount accrued for these matters as of December 31, 2019 is R$345 (R$340 as of December 31, 2018).

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 to record a provision for this matter amounting to R$50 as of December 31, 2019 (R$92 as of December 31, 2018) since this claim was considered a "probable" loss. The amounts accrued represent Management's best estimate of the probable cash disbursement to settle this claim. On May 9, 2019, the STF upheld the previous understanding and did not comply with the request for modulation of the effects of the decision. However, such a decision did not have a major impact on the Company's financial information, since the amount was already provisioned in its entirety.

Additionally, there are cases assessed by São Paulo State tax authorities related to the refund of ICMS over tax substitution without proper compliance with accessory tax obligations introduced by CAT Administrative Rule 17. Considering recent court decisions the Company accrued R$268 (R$221 in December 2018) representing the estimatio of probable loss evaluated by management based on documentation evidence aspect of the claims.

84

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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 of December 31, 2019 is R$96 (R$88 in December 31, 2018).

Éxito Group

The subsidiary Éxito and its subsidiaries discuss tax issues related to value added tax, property tax and industry and commerce taxes in the amount of R$78 on December 31, 2019.

  1. Labor and social security taxes
    The Company and its subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At December 31, 2019, the Company recorded a provision of R$319 (R$291 as of December 31, 2018). Management, with the assistance of its legal counsel, assessed these claims and recorded a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed.
  2. 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 internal and external counsel considers the loss as probable.

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 claimed 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 Company. As of December 31, 2019, the amount accrued for these lawsuits is R$68 (R$49 as of December 31, 2018), for which there are no escrow deposits.
  • The Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which includes Consumer Protection Agencies (Procon), National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities and some lawsuits involving contract terminations with suppliers. Company supported by its legal counsel, assessed these claims, and recorded a provision according to probable cash expending and estimative of loss. On December 31, 2019 the amount of this provision is R$24 (R$27 on December 31, 2018).
  • The subsidiary Éxito and its subsidiaries respond to certain lawsuits related to civil liability cases, lawsuits for rental conditions and other matters in the amount of R$17 on December 31, 2019.
  • In relation to the provisioned amounts remaining for other civil jurisdiction matters on December 31, 2019, it is R$36 (R$40 on December 31, 2018).

85

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Total civil lawsuits and others as of December 31, 2019 amount to R$145 (R$116 as of December 31, 2018).

22.6. Non-accrued contingent liabilities

The Company has other litigations which have been analyzed by the legal counsel and considered as possible loss and, therefore, have not been accrued. The possible litigations updated balance without indemnization from shareholders is of R$10,829 as December 31, 2019 (R$10,671 in December 31, 2018), and are mainly related 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$453, as December 31, 2019 (R$420 as of December 31, 2018). 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 - 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 amount involved is R$1,055 as of December 31, 2019 (R$1,021 as of December 31, 2018).
  • COFINS, PIS and IPI - the Company has been challenged about offsets of IPI credits acquired from third parties with a final and an-appeal over the decision, fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits, among others less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$2,022 as December 31, 2019 (R$1,985 as of December 31, 2018).
  • 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) 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 (vi) among other matters. The total amount of these assessments is R$6,773, as of December 31, 2019 (R$6,582 as of December 31, 2018), which await a final decision at the administrative and court levels.
  • Municipal service tax - ISS, Municipal Real Estate Tax ("IPTU"), rates, and others - these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS and sundry taxes, in the amount of R$123 as December 31, 2019 (R$150 as of December 31, 2018), which await decision at the administrative and court levels.
  • Other litigations - these refer to administrative proceedings and lawsuits in which the Company claims 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$403 as December 31, 2019 (R$513 as of December 31, 2018).
  • The subsidiary Éxito and its subsidiaries have an amount of R$72 of lawsuits with probability of possible losses on December 31, 2019, mostly related to tax matters.

86

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The Company has litigations related to challenges by tax authorities on the income tax payment, for which, based on management and legal assessment, the Company has the right of indemnization from its former and current shareholders, related to years from 2007 to 2013, under allegation that had improper deduction of goodwill amortizations. These assessments amount R$1,409 in December 31, 2019 (R$1,317 in December 31, 2018).

The Company is responsible for the legal processes of GLOBEX prior to the association with Casas Bahia (Via Varejo). As of December 31, 2019, the amount involved in tax proceedings is R$484 (R$399 as of December 31, 2018).

The Company engages external attorneys to represent it in the tax assessments, 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 of December 31, 2019 the estimated amount, in case of success in all lawsuits, is approximately R$205 (R$186 as of December 31, 2018).

22.7. Judicial deposits

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

The Company has recorded judicial deposits as follows.

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Tax

172

168

242

237

Labor

424

417

474

463

Civil and other

43

39

79

76

Total

639

624

795

776

22.8. Guarantees

Property and

Letter of Guarantee

Total

Lawsuits

equipment

2019

2018

2019

2018

2019

2018

Tax

843

838

9,162

9,033

10,005

9,871

Labor

-

3

539

190

539

193

Civil and other

11

12

469

433

480

445

Total

854

853

10,170

9,656

11,024

10,509

The cost of letter of guarantees is approximately 0.59% per year of the amount of the lawsuits and is recorded as expense.

22.9. Deduction of ICMS from the calculation basis for PIS and COFINS

Since the adoption of the non-cumulative regime to calculate PIS and COFINS, the Group has challenged the right to deduct ICMS taxes from the calculation basis for PIS and COFINS. On March 15, 2017, the Supreme Court ruled that ICMS should be excluded from the calc ulation basis of PIS and COFINS.

87

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Since the decision of the Supreme Court on March 15, 2017, the proceedings have been brought forward by our legal advisors without any change in management's judgment, but without the final decision on the appeal filed by the prosecution. The Company and its advisors estimate that the decision on this appeal will not limit the right of the lawsuit filed by the Company, however, the elements of the lawsuit are still pending decision and do not allow the recognition of assets related to the credits to be raised since filing of the lawsuit in 2003. The subsidiaries that had the final and unappealable process recorded in 2019 the amount of R$382, of which R$198 in the financial result. The Company also estimates the potential value of the credits in the amount of R$1,184.

22.10. Arbitration Península

On September 12, 2017, the Company received a notice from the Brazil-Canada Chamber of Commerce regarding a request for arbitration ("Proceeding") filed by Banco Ourinvest S.A., a financial institution, in its capacity as fund manager and acting in the exc lusively interest of the quotaholders of Fundo de Investimento Imobiliário Península ("Península").

The Proceeding aims to discuss the calculation of the rental fees and other operational matters related to the stores owned by Peninsula, which are under several lease agreements and contracts entered into between the Company and Peninsula during 2005 (the "Agreements"). The Agreements assure to CBD the rent of the stores for a period of twenty (20) years, which may be extended for an additional 20-year term, at CBD's discretion, and rules the calculation of the rental fees.

The Proceeding refers to certain terms and conditions of the Agreements and does not affect the continuity of the leasing of the stores, which are contractually assured. The amounts on which the Company is exposed can not be determined with reasonable certainty based on the current stage of the arbitral process. Management assessed the arbitration as possible loss, based on the opinion provided by the external legal counsel.

23. Leasies transactions

23.1. Leasies obligations

When entering into a contract, the Company assesses whether the contract is, or contains, a lease. The contract is, or contains, a lease if it transfers the right to control the use of the identified asset for a specified period in exchange for consideration.

The Company leases equipment and commercial spaces, including stores and distribution centers, under cancellable and non-cancellable lease agreements. The terms of the contracts vary substantially between 5 and 25 years.

The Company and its subsidiaries as lessees

The Company evaluates its lease agreements in order to identify lease terms for a right to use, using the exemptions provided for contracts with a term of less than twelve months and an individual asset value below US$5,000 (five thousand dollars).

The contracts are then recorded, when the lease begins, as a Lease Liability against the Right of Use (notes 15 and 16), both at the present value of the minimum lease payments, using the interest rate implicit in the contract, if this can be used, or an incremental interest rate considering loans obtained by the Company.

The lease term used in the measurement corresponds to the term that the lessee is

88

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

reasonably certain to exercise the option to extend the lease or not to exercise the option to terminate the lease.

Subsequently, payments made are segregated between financial charges and reduction of the lease liability, in order to obtain a constant interest rate on the liability balance. Financial charges are recognized as financial expenses for the period.

Lease use assets are amortized over the lease term. Capitalizations for improvements, improvements and renovations carried out in stores are amortized over their estimated useful life or the expected term of use of the asset, limited if there is evidence that the lease will not be extended.

Variable rents are recognized as expenses in the years in which they are incurred.

The Company and its subsidiaries as lessors

Leases where the Company does not substantially transfer all the risks and rewards of ownership of the asset are classified as operating leases. The initial direct costs of negotiating operating leases are added to the book value of the leased asset and recognized over the term of the contract, on the same basis as rental income.

Variable rents are recognized as income in the years in which they are earned.

Leasing contracts totaled R$8,656 as of December 31, 2019 (R$5,776 as of December 31, 2018), according to the following table:

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Financial lease liability - minimum rental

payments:

Up to 1 year

533

431

937

507

1 - 5 years

1,663

1,643

2,936

1,956

Over 5 years

2,725

2,596

4,794

3,324

Present value of finance lease agreements

4,921

4,670

8,667

5,787

Future financing charges

5,466

5,688

8,007

6,780

Gross amount of finance lease agreements

10,387

10,358

16,674

12,567

The interest expense on lease liability is presented in note 29. The incremental interest rate of the Company and its subsidiaries at the date of signing of the agreements was 10.73% in the nine- month ended December 31, 2019 (12.61% as of December 31, 2018).

89

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

23.2. Movement of leasing obligation

Parent Company

Consolidated

At December 31, 2018

4,670

5,787

Additions

123

807

Remeasurement

533

838

Accrued interest

530

862

Payments

(843)

(1,498)

Anticipated lease contract closure

(92)

(116)

Aquisition of companhies

-

1,817

Conversion currency adjustment

-

33

Deconsolidation Via Varejo

-

137

At December 31, 2019

4,921

8,667

Current

533

937

Noncurrent

4,388

7,730

Parent Company

Consolidated

At December 31, 2017

4,331

5,267

Additions

308

519

Remeasurement

331

1,184

Accrued interest

516

985

Exchange and monetary variation

-

1

Payments

(782)

(1,743)

Anticipated lease contract closure

(34)

(80)

Liabilities related to assets held for sale and

discontinued operations

-

(346)

At December 31, 2018

4,670

5,787

Current

431

507

Noncurrent

4,239

5,280

23.3. Lease expense on variable rents, low value assets and short-term agreements

Expenses (income) for the period:

Variable (0.1% to 4.5% of sales) Sublease rentals (*)

Parent Company

12.31.2019 12.31.2018

Restated

1011

  1. (180)

Consolidated

12.31.2019 12.31.2018

Restated

3831

  1. (191)
  1. Refers to lease agreements receivable from commercial shopping malls.

24. Deferred revenue

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

90

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Future revenue agreement

10

16

10

16

Additional or extended warranties

16

19

16

19

Barter agreement

-

-

-

-

Services rendering agreement - Allpark

9

11

9

11

Revenue from credit card operators and

42

84

banks

44

44

Back lights

-

-

142

134

Gift Card

6

8

99

8

Others

1

1

31

31

84

99

391

263

Current

60

89

365

250

Noncurrent

24

10

26

13

25. Shareholders' equity

a. Capital stock

Common shares and preferred shares are classified as equity.

The subscribed and paid-up capital as of December 31, 2019 is represented by 267,997 (266,845 as of December 31, 2018) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares (99,680 as of December 31, 2018) and 168,317 in thousands of preferred shares (167,165 as of December 31, 2018).

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 20, 2019, May 7, 2019, June 24, 2019 and July 24, 2019, were approved a capital increase of R$32 (R$3 on December 31, 2018) through the issuance of 1,152 thousands preferred shares (265 thousands of preferred shares on December 31,2018). On December 31, 2019, the capital stock is R$6,857 (R$6,825 on December 31, 2018).

b. Share rights

The preferred shares do not have voting rights, assuring to its owners the following rights and advantages: (i) priority in the capital reimbursement in case of Company´s liquidation, (ii) priority in the receipt of annual minimum dividend in the amount of R$0.08 per share, non-cumulative; (iii) priority in the receipt of dividend 10% higher than the dividend attributed to the common shares, including for the purposes of the calculation the amount paid in item (ii) above.

When any related party purchases shares of the Company's equity share capital (treasury shares), the remuneration paid, including any directly attributable incremental costs, is deducted from equity, and are recorded as treasury shares until the shares are cancelled or reissued. When these shares are subsequently reissued, any remuneration received, net of any directly attributable incremental transaction costs, is included in equity. No gain or loss is recognized on the purchase, sale, issue or cancellation of the Company's own equity instruments.

91

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  1. Earnings reserve
  1. Legal reserve: corresponds to appropriations of 5% of net income of each year, limited to 20% of the capital.
  2. Expansion reserve: corresponds to appropriations of the amount determined by shareholders to reserve funds to finance additional fixed and working capital investment through the allocation of up to 100% of the net income remaining after the appropriations determined by law and supported by capital budget, approved at shareholders' meeting.
  1. Granted options recognizes

The "options granted" caption recognizes the effects of the Company's executives' share-based payments under technical pronouncement CPC 10 (R1) (IFRS 2) - Share-based payment.

The Company's employees and administrators (including its subsidiaries) may receive payment based on shares, when employees provide services in exchange for equity instruments ("transactions settled with shares").

The Company measures the transaction costs of employees eligible for share based compensation, based on the fair value of equity instruments on the grant date. Estimating the fair value of share-based payment transactions requires a definition of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires a definition of the most appropriate information for the valuation model, including the stock option life expectancy, volatility and dividend return, as well as the preparation of corresponding assumptions.

The cost of operations settled with shares is recognized as an expense for the year, together with a corresponding increase in shareholders' equity, during the year in which the performance and / or service provision conditions are met. Accumulated expenses recognized in relation to equity instruments on each base date, up to the acquisition date, reflect the extent to which the acquisition period has expired and the best estimate of the Company and its subsidiaries of the number of equity instruments that will be acquired.

The expense or reversal of expenses for each year represents the movement in accumulated expenses recognized at the beginning and end of the year. Expenses related to services that have not completed their acquisition period are not recognized, except in the case of operations settled with shares in which the acquisition depends on a market condition or non-acquisition of rights, which are treated as acquired, regardless of whether the market condition or non-acquisition of rights is satisfied or not, provided that all other performance and / or service provision conditions are met.

When an equity instrument is modified, the minimum expense recognized is the expense that would have been incurred if the terms had not been modified. An additional expense is recognized in the event of a change that increases the total fair value of the share-based payment transaction or that otherwise benefits the employee, as measured on the date of the change.

In the event of cancellation of an equity instrument, it is treated as if it were fully acquired on the date of cancellation, and any expenses not yet recognized, referring to the premium, are recognized immediately in the income for the year. This includes any premium whose conditions of non-acquisition under the control of the Company or the employee are not met. However, if the canceled plan is replaced by a new plan and substitute grants are generated, on the date it is granted, the canceled grant and the new plan will be treated as if they were a modification of the original grant, as described in the previous paragraph. All cancellations for transactions settled with shares are treated in the same way.

92

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The dilutive effect of outstanding options is reflected as an additional dilution of shares in the calculation of diluted earnings per share.

The following describes the Former Stock Option Plan on December 31, 2019.

Compensation Plan

The Compensation Plan is managed by the Board of Directors, assigning to the Human Resources and the Compensation Committee the responsibility to grant the options and the advisory in managing the Compensation Plan (the "Committee").

Committee members will meet for the option grant Compensation Plan series and whenever necessary, decide on questions arising on the Compensation Plan. Each series of the granting of stock options will receive the letter "B" followed by a number. In the fiscal year ended December 31, 2019, was in force options granted B4, B5 and B6 Series of the Compensation Plan.

The options granted to a participant will not be exercisable for a period of 36 (thirty six) months from the date of grant ("Grace Period"), except with formal authorization by the Company, and may only be exercised in the period beginning on the first day of the 37 (thirty-seventh) month from the date of grant, and ends on the last day of the 42 (forty -second) month from the date of grant ("Exercise Period").

The participants may exercise their total purchase options or in part, in one or more times, if for each year, the option exercise term is submitted during the Exercise Period.

The exercise price of each stock option granted under the Compensation Plan should correspond to R$0.01 (one cent) ("Exercise Price").

The exercise price of the options shall be paid in full in local currency by check or wire transfer available to the bank account held by the Company, in the tenth (10th) day preceding the date of acquisition of the shares.

The participant shall be disqualified for a period of 180 (one hundred and eighty) days from the date of acquisition of the shares, directly or indirectly, sell, assign, exchange, dispose of, transfer, grant to the capital of another company, grant option, or even celebrate any act or agreement which results or may result in the sale, directly or indirectly, costly or free, all or any of the shares acquired by the exercise of the purchase option under the option Plan.

The Company withhold any applicable tax under Brazilian tax law, less the number of shares delivered to the participant amount equivalent to taxes withheld.

Option Plan

The Stock Option Plan will be managed by the Board of Directors, assigning to the Human Resources and Compensation Committee the responsability to grant the options and the advisory in managing of the Stock Option Plan (the "Committee").

Committee members will meet for the option grant of the Option Plan series and, where necessary, to decide on the questions regarding the Stock Option Plan. Each series of the granting of stock options will receive the letter "C" followed by a number. In the fiscal year ended December 31, 2019, was in force options granted C4, C5 and C6 Series Option Plan.

For each serie of stock options granted under the Option Plan, the exercise price of each stock option shall be equivalent to 80% of the closing price of the average of the Company's preferred shares traded in the prior twenty (20) days in B3 - Securities, Commodities and Futures prior to the

93

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

date of the Committee meeting that decides upon the granting of the options that series ("Exercise Price").

Options granted to a Participant shall be exercisable for a period of 36 (thirty six) months from the Grant Date ("Grace Period"), and may only be exercised in the period beginning on the first day of the 37 (thirty-seventh) months as from the Grant Date, and ends on the last day of the 42 (forty- second) month as of the Grant Date ("Exercise Period"), provided the exceptions included in the Compensation Plan.

The participant may exercise their total purchase options or in part, in one or more times, if for each year the Option Exercise Agreement is submitted during the Exercise Period.

The exercise price of the options shall be paid in full in local currency by check or wire transfer available to the bank account held by the Company, provided that the payment deadline will always be the tenth (10th) day preceding the date to acquire the shares.

Information on the former stock option plan, stock option plan and compensation plan is summarized below:

12.31.2019

Number of options (in thousands)

Exercise price

1st date of

Total in

Series granted

Grant date

at the grant

Granted

Exercised

Cancelled

Expired

exercise

effect

date

Series B3

05/30/2016

05/30/2019

0.01

823

(658)

(77)

(88)

-

Series C3

05/30/2016

05/30/2019

37.21

823

(640)

(110)

(73)

-

Series B4

05/31/2017

05/31/2020

0.01

537

(211)

(54)

-

272

Series C4

05/31/2017

05/31/2020

56.78

537

(209)

(55)

-

273

Series B3 -

04/27/2018

05/30/2019

0.01

95

(95)

-

-

-

Tranche2

Series C3 -

04/27/2018

05/30/2019

56.83

95

(95)

-

-

-

Tranche2

Series B5

05/31/2018

05/31/2021

0.01

594

(116)

(37)

-

441

Series C5

05/31/2018

05/31/2021

62.61

594

(115)

(38)

-

441

Series B6

05/31/2019

05/31/2022

0.01

434

(3)

(17)

-

414

Series C6

05/31/2019

05/31/2022

70.62

331

(2)

(17)

-

312

4,863

(2,144)

(405)

(161)

2,153

Consolidated information of share-based payment plans - GPA

Company implemented two new share-based plans in 2019, B6 and C6 series.

According to the terms of the plans, including B6 and C6 series, 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 6 months after the end of the vesting period. The condition to exercise the options is the beneficiary to stay as an employee. The series are different, exclusive, in the exercise price of the options and in the existence or not 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 765 thousands options of shares were granted.

94

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

At December 31, 2019 there were 233 thousands treasury preferred shares which may be used as guarantee for the options granted in the plan. The preferred share price at B3 was R$87.65 per share.

The table below shows the maximum percentage of dilution to which current shareholders eventually being subject to in the event that all options granted are exercised until 2019:

12.31.2019

12.31.2018

Number of shares

267,997

266,845

Balance of effective stock options granted

2,153

2,755

Maximum percentage of dilution

0,80%

1,03%

The fair value of each option granted is estimated on the grant date, by using the options pricing model "Black&Scholes" taking into account the following assumptions for the series B4 and C4: (a) expectation of dividends of 0.57%, (b) expectation of volatility nearly 35.19% and (c) the weighted average interest rate without risk of 9.28% and 10.07%; (d) vesting period of 18 to 36 months.

The fair value of each option granted is estimated at the grant date using the option pricing model Black & Scholes, taking into account the following assumptions for the B5 and C5 series: (a) dividend expectation of 0.41%, (b) volatility expectation of nearly 36.52% and (c) the weighted average interest rate of 9.29%.

The fair value of each option granted is estimated at the grant date using the option pricing model Black & Scholes, taking into account the following assumptions for the B6 and C6 series: (a) dividend expectation of 0.67%, (b) volatility expectation of nearly 32.74% and (c) the weighted average interest rate of 7.32%.

The expectation of remaining average life of the series outstanding at December 31, 2019 is 1.50 year (1.25 year at December 31, 2018). The weighted average fair value of options granted at December 31, 2019 was R$56.41 (R$45.24 at December 31, 2018).

Weighted

Shares in

Weighted

average of

average of

remaining

thousands

exercise price

contractual

term

At December 31, 2018

Granted during the period

1,378

30.91

Cancelled during the period

(229)

38.64

Exercised during the period

(697)

31.96

Expired during the period

(236)

68.62

Outstanding at the end of the period

2,755

26.03

1.37

Total to be exercised at December 31, 2018

2,755

26.03

1.37

At December 31, 2019

Granted during the period

765

30.55

Cancelled during the period

(126)

31.75

Exercised during the period

(1,080)

21.55

Expired during the period

(161)

16.74

Outstanding at the end of the period

2,153

30.25

1.50

Total to be exercised at December 31, 2019

2,153

30.25

1.50

95

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

The amounts recorded in the Parent Company and Consolidated statement of operations, for the year ended December 31, 2019 were R$27 (R$20 as of December 31, 2018).

25.1. Other comprehensive income

Foreign exchange variation of investment abroad

Cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) of Euros to Brazilian reais, corresponding to the investment in subsidiary Cnova N.V and Colombian pesos to Reais, corresponding to the investment by CBD Sendas in the subsidiary Éxito. The effect in the Parent Company was R$151 (R$26 on December 31, 2018).

25.2. Governamental subsidy reserve

On June 29, 2018, was approved in extraordinary shareholders' meeting the proposal the management to reallocate the amount R$48 arising from tax incentives treated as subsidies for investments granted to the Company in the years of 2013 to 2017, initially destined to the expansion reserve. In December 2018 the company allocated an additional R$10 reserve tax incentives to be approved at an Extraordinary General Meeting.

25.3. Dividends and Interest on Equity

The distribution of dividends to the Company's shareholders is recognized as a liability at the end of the year, based on the minimum mandatory dividends defined in the bylaws. Any amounts exceeding this minimum are recorded only on the date on which such additional dividends are approved by the Company's shareholders.

The Company's Bylaws establish the minimum payment of 25% of the net income for the year, which may be higher as determined by the Board.

The Company may pay or credit interest as remuneration on equity calculated on equity accounts, subject to the rates and limits defined by law.

On March 25, 2019, the interest on equity related to 2018 profit, in the mount of R$192 was approved, of wich R$0.747146155 per preferred share and R$0.67922378 per common share, paid on May 27, 2019.

In 2019, the Company's Board of Directors approved advances for the distribution of interest on equity in the total gross amount of R$37, as detailed below:

On June 24, 2019 approved the value of R$37 being R$0.142512451 per preferred share and R$0.129556774 per common share, paid on August 29, 2019.

Company's management proposed dividends, calculated according to the table below, considering the interest on own capital paid to its shareholders the net amount of R$32, realized in 2019.

96

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Proposed dividends

12.31.2019

12.31.2018

Restated

Net income, net for the year

790

1,149

Legal reserve

(39)

(60)

Tax incentives reserve

-

(10)

Calculation basis of dividends

751

1,079

Mandatory minimum dividends - 25%

188

270

Additional Dividends

-

11

Payment of interim dividends as interest on own

(32)

(225)

capital

Compulsory minimum dividends

156

56

26. Revenue from the sale of goods and / or services

CPC 47 / IFRS 15 establishes a comprehensive framework to determine if, when and for how long revenue is recognized.

Sale of goods

Revenue from sale of goods are recognized at their fair value and, when control over the products is transferred to the buyer, the Company and its subsidiaries cease to hold control or responsibility for the goods sold and the economic benefits generated to the Company and its subsidiaries are probable, which occurs substantially delivery of the products to the customers in the stores, moment when the Company's performance obligation is satisfied. No revenue is recognized if their realization is uncertain.

Service revenue

Since the Company and its subsidiaries' are holders of policies on extended sale, financial protection insurance, personal accident insurance, sales agents in technical assistance and mobile phone recharge, revenues earned are presented net of related costs and recognized in profit or loss when probable that the economic benefits will flow to the Company and their values can be measured reliably.

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Gross sales

Goods

27,795

28,416

61,176

53,643

Services rendered

415

413

641

456

Sales returns and cancellations

(204)

(435)

(273)

(484)

28,006

28,394

61,544

53,615

Taxes on sales

(2,199)

(2,197)

(4,909)

(4,227)

97

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Net operating revenues

25,807

26,197

56,635

49,388

27. Expenses by nature Cost of goods sold

The cost of goods sold comprises the cost of purchases net of discounts and bonuses received from suppliers, changes in inventory and logistics costs.

Bonuses received from suppliers are measured based on contracts and agreements between the parties.

The cost of sales includes the cost of logistics operations managed or outsourced by the Company and its subsidiaries and includes, warehousing, handling and freight costs incurred until the goods are available for sale. Transport costs are included in the acquisition costs.

Selling expenses

Selling expenses comprise all store expenses, such as salaries, marketing, occupancy, maintenance, expenses with credit card companies, etc.

Marketing expenses refer to advertising campaigns for each segment in which the Company operates. The main media used by the Company are: radio, television, newspapers and magazines. These expenses are recognized in profit or loss for the year at the time of realization.

General and administrative expenses

General and administrative expenses correspond to overhead and the cost of corporate units, including the purchasing and procurement, information technology and financial areas.

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Cost of inventories

(17,828)

(17,548)

(42,694)

(36,239)

Personnel expenses

(3,363)

(3,429)

(5,332)

(4,846)

Outsourced services

(413)

(484)

(636)

(636)

Functional expenses

(1,230)

(1,077)

(1,904)

(1,536)

Selling expenses

(976)

(999)

(1,481)

(1,334)

Other expenses

(485)

(636)

(758)

(790)

(24,295)

(24,173)

(52,805)

(45,381)

Cost of sales

(19,062)

(18,795)

(44,451)

(37,779)

Selling expenses

(4,492)

(4,618)

(7,431)

(6,553)

General and administrative expenses

(741)

(760)

(923)

(1,049)

(24,295)

(24,173)

(52,805)

(45,381)

28. Other operating expenses, net

Other operating income and expenses correspond to the effects of major or nonrecurring events occurred during the year that do not meet the definition for the other statement of operations lines.

Parent Company

Consolidated

98

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

12.31.2019

12.31.2018

Tax installments and other tax risks

(123)

(217)

Restructuring expenses (*)

(167)

(138)

Losses on disposal of fixed assets

60

179

(230)

(176)

12.31.2019 12.31.2018

  1. (181)
  1. (147)
    44125
  1. (203)

(*) amounts related to restructuring expenses in Brazilian operations and expenses in the acquisition of Éxito Group.

  1. includes the result of sale lease back of R$72 in the parent company and R$109 in the consolidated in 2019 (R$
    201 in 2018).

29. Financial income (expenses), net

Financial income includes income generated by cash and cash equivalents and restricted deposits, gains related to the measurement of derivatives at fair value.

Interest income is recorded for all financial assets measured at amortized cost, using the effective interest rate, which corresponds to the discount rate for future payments or cash receipts over the expected useful life of the financial instrument - or shorter period, as the case may be - at the net book value of the financial asset or liability.

Financial expenses include substantially all expenses generated by net debt and receivables sold during the year, losses related to the measurement of derivatives at fair value, losses on disposals of financial assets, financial charges on lawsuits and taxes and interest charges on financial leases, as well as discount charges.

Parent Company

Consolidated

12.31.2019

12.31.2018

12.31.2019

12.31.2018

Restated

Restated

Finance expenses:

Cost of debt

(323)

(325)

(584)

(368)

Cost of the anticipation of receivables

(100)

(114)

(136)

(155)

Monetary restatement loss

(88)

(88)

(157)

(78)

Interest on lease liabilities

(509)

(498)

(666)

(609)

Other finance expenses

(78)

(58)

(112)

(82)

Total financial expenses

(1,098)

(1,083)

(1,655)

(1,292)

Financial income:

66

168

Income from short term instruments

22

26

Monetary restatement gain

70

132

270

194

Other financial income

7

8

11

11

Total financial income

143

162

449

231

Total

(955)

(921)

(1,206)

(1,061)

The hedge effects are recorded as cost of debt and disclosed in Note 19.

The hyperinflation effect of the indirect subsidiary Libertad in Argentina is R$1 and is in the item "Passive monetary updates".

30. Earnings per share

Basic earnings per share are calculated based on the weighted average number of outstanding shares of each category during the year.

Diluted earnings per share are calculated as follows:

99

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

  • Numerator: profit for the year adjusted by dilutive effects from stock options granted by subsidiaries.
  • Denominator: the number of shares of each category adjusted to include potential shares corresponding to dilutive instruments (stock options), less the number of shares that could be bought back at market, if applicable.

Equity instruments that will or may be settled with the Company and its subsidiaries' shares are only included in the calculation when its settlement has a dilutive impact on earnings per share.

As mentioned in note 1.2, the migration process to "Novo Mercado" is ongoing, As soon as the process ends, the Company will present earnings per share considering a single class of shares.

100

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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

12.31.2019

12.31.2018

Preferred

Ordinary

Total

Preferred

Ordinary

Total

Restated

Basic numerator

Net income (loss) allocated to common and preferred shareholders - continued operations

310

168

478

749

407

1,156

Net income (loss) allocated to common and preferred shareholders - discontinued operations

202

110

312

(4)

(3)

(7)

Net income (loss) allocated to common and preferred shareholders

512

278

790

745

404

1,149

Basic denominator (millions of shares)

Weighted average of shares

167

100

267

167

100

267

Basic earnings per millions of shares (R$) - continued operations

1.85267

1.68424

4.48859

4.08054

Basic earnings per millions of shares (R$) - discontinued operations

1.20927

1.09934

(0.02626)

(0.02626)

Basic earnings per millions of shares (R$) - total

3.06194

2.78358

4.46233

4.05428

Diluted numerator

Net income (loss) allocated to common and preferred shareholders - continued operations

310

168

478

749

407

1,156

Net income (loss) allocated to common and preferred shareholders - discontinued operations

202

110

312

(4)

(3)

(7)

Net income (loss) allocated to common and preferred shareholders

512

278

790

745

404

1,149

Diluted denominator

Weighted average of shares (in millions)

167

100

267

167

100

267

Stock call option

1

-

1

1

-

1

Diluted weighted average of shares (millions)

168

100

268

168

100

268

Diluted earnings per millions of shares (R$) - continued operations

1.84709

1.68569

4.45796

4.08054

Diluted earnings per millions of shares (R$) - discontinued operations

1.20563

1.10078

(0.02626)

(0.02626)

Diluted earnings per millions of shares (R$) - total

3.05272

2.78647

4.43170

4.05428

101

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

31. Segment information

Management considers the following segments:

  • Food retail - includes the banners "Pão de Açúcar". "Extra Hiper". "Extra Supermercado" / "Mercado Extra". "Minimercado Extra". "Minuto Pão de Açúcar". "Posto Extra". "Drogaria Extra" and "GPA
    Malls & Properties".
  • Cash & Carry - includes the brand "ASSAÍ".
  • Éxito Group - includes the company Éxito (Colômbia) and its subsidiaries Libertad (Argentina) and Disco (Uruguay). Éxito also operates the brands Surtimax. Super Inter. and Carulla. consequence of the acquisition of Éxito in November 2019 (note 13).

The electronics and electronic commerce segments were sold and are presented as Discontinued Operations on December 31. 2019 and 2018. The other businesses are composed of the results of James. Cheftime. Stix and Cnova N.V.. Both segments are maintained in this note for purposes of reconciliation with the consolidated financial statements.

The eliminations of the result and balance sheet are presented within the segment itself.

The debentures for the acquisition of Éxito and the interest on them were considered in the Éxito Group. as well as other expenses related to the acquisition.

Management monitors the operating results of its business units separately making decisions about resource allocation and performance assessment. The segment performance is evaluated based on operating income and is measured consistently with operating income in the financial statements.

The Company is engaged in operations of retail stores located in states and the Federal District of Brazil. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who has been identified as the Chief Executive Officer.

The chief operating decision-maker allocates resources and assesses performance by reviewing results and other information related to segments.

The Company deems irrelevant the disclosure of information on sales per product category . given that similar products are sold based on each business' strategies and each segment has its own management controls. Thus. any aggregation product for disclosure is practically impossible.

The Company measures the results of segments using the accounting practices adopted in Brazil and IFRS. among other measures. each segment's operating profit. which includes certain corporate overhead allocations. At times. the Company reviews the measurement of each segment's operating profit. including any corporate overhead allocations. as determined by the information regularly reviewed by the chief operating decision-maker.

Information on the Company's segments as of December 31. 2019 is included in the table below:

102

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Assets held for sale

Description

and discontinued

Retail (*)

Cash & Carry

Éxito Group

operations (**)

Others businesses

Total

2019

2018

2019

2018

2019

2018

2019

2018

2019

2018

2019

2018

Restated

Restated

Restated

Restated

Restated

Net operating revenue

26.654

26.490

27.797

22.898

2.151

-

-

-

33

-

56.635

49.388

Gross profit

7.005

7.444

4.578

4.165

602

-

-

-

(1)

-

12.184

11.609

Depreciation and amortization

(967)

(892)

(386)

(310)

(59)

-

-

-

(1)

-

(1.413)

(1.202)

Share of profit of subsidiaries and associates

107

79

-

-

(18)

-

-

-

(99)

(51)

(10)

28

Operating income

574

1.035

1.526

1.646

37

-

-

-

(155)

(51)

1.948

2.630

Net financial expenses

(815)

(903)

(184)

(158)

(208)

-

-

-

1

-

(1.206)

(1.061)

Profit(loss) before income tax and social

(241)

132

1.342

1.488

(205)

-

-

-

(154)

(51)

742

1.569

contribution

Income tax and social contribution

121

42

(441)

(455)

64

-

-

-

2

-

(254)

(413)

Net income (loss) for continued operations

(120)

174

901

1.033

(141)

-

-

-

(152)

(51)

468

1.156

Net income (loss) for discontinued operations

312

(73)

-

-

-

-

36

201

-

-

348

128

Net income (loss) of year end

192

101

901

1.033

(141)

-

36

201

(152)

(51)

836

1.284

Current assets

8.002

7.529

5.290

4.176

6.590

-

-

29.144

10

-

19.892

40.849

Noncurrent assets

15.568

15.138

7.475

6.001

15.030

-

-

-

26

-

38.099

21.139

Current liabilities

11.557

8.358

4.317

5.296

7.252

-

-

23.933

9

-

23.135

37.587

Noncurrent liabilities

9.725

9.834

2.295

1.408

9.324

-

-

-

1

-

21.345

11.242

Shareholders' equity

2.288

4.475

6.153

3.473

5.044

-

-

5.211

26

-

13.511

13.159

The debentures for the acquisition of Éxito and the interest on them were considered in the Éxito Group. as well as other expenses related to the acquisition.

103

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

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 brands:

12.31.2019

12.31.2018

Assai

27.797

22.899

Extra / Compre Bem

15.624

15.792

Pão de Açúcar

6.786

6.860

Proximidade

1.273

1.182

Éxito Group

2.150

-

Stations / Drugstores / Delivery

2.971

2.655

Other business

34

-

Total net operating revenue

56.635

49.388

32. Non cash transactions

During 2019 and 2018 the Company had transactions that was not represent disbursement of cash and therefore was not presented at the statement of cash flow. as presented below:

  • Purchase of fixed assets not paid yet as note 15.3;
  • Purchase of intangible assets not paid yet as per note 16.3;
  • Deferred income tax as per note 21;
  • Additions of provisions for contingencies as per note 22.

33. Non current assets held for sale and discontinued operations

33.1. Current assets held for sale

Noncurrent assets and group of assets are reclassified as held for sale if the carrying amount will be recovered through a sale transaction. instead of continuous use. This condition is considered reached only when the asset is available to sale in the present condition. exposed only the terms that are usual to sales of these assets and the sale is highly probable. Management has to be committed to finish the sale. which must be completed in one year.

When the Company is committed to a sale plan involving the loose of subsidiary control. all the assets and liabilities of this subsidiary are classified as held for sale when the criteria above is met. even if the Company keeps a non-controlling interest in its former subsidiary after the sale. Additionally . the net income of the entity classified as held for sale is presented as discontinued operations in a uni que caption into statements of operations.

After completed the sale. the Company considers any residual interest in associate in accordance with IAS 39. unless the interest withheld by the Company in the associate keep significant influence and. in this case. The Company use the equity method.

Non current assets classified as held for sale are measured based on the lower amount between carrying amount and market value less cost to sell.

104

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Parent Company's effects

Reclassification of investment for held for sale (note 12.2) Reclassification of goodwill for held for sale (note 6) Parent company properties / land available for sale

Assets held for sale and discontinued operations

Consolidated

Assets of discontinued operations

Parent company properties / land available for sale Éxito real estate developments

Total

Liabilities from discontinued operations

Total

20192018

Restated

  • 1.855
  • 179

17130

1712.064

12.31.2019 12.31.2018 Restated

  • 28.988

171

30

47

-

21829.018

  • 23.875
  • 23.875

The Company entered in to a contract fot the purchase of a land on September 29, 2018 for R$115, the sale of wich was not recognized under IFRS15 due to the contractual characteristics of long - term payment and transfer of legal title at a date to be defined by the buyer.

As disclosed in notes 2 and 13.3. on June 14. 2019. the sale of Via Varejo S.A. ("VV") was concluded. the date on which control of the subsidiary was exercised by its new controlling shareholder s.

Following are the balance sheet and consolidated statements of Via Varejo's cash flows before eliminations. including effects of purchase price allocation on the acquisitions of Globex and Casa Bahia:

Balance sheet (*):

05.31.2019

12.31.2018

Assets

Restated

Current

Total current assets

9.871

13.412

Noncurrent

Total noncurrent assets

16.266

17.732

Total assets

26.137

29.144

Liabilities

Current

Total current liabilities

13.484

15.733

Noncurrent

Total noncurrent liabilities

7.375

8.200

Shareholders' equity

5.278

5.211

Total liabilities and shareholders' equity

26.137

29.144

(*) Prior to elimination of GPA related party balances.

105

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

Cash flow:

Cash flow provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Cash variation in the period

05.31.2019

0.30.2018

Restated

(2.640)

1.609

(234)

(590)

(651)

(867)

(3.525)

152

Income statement:

The breakdown of profit from discontinued operations presented in the consolidated income statement of the Company is as follows:

05.31.2019

12.31.2018

Restated

Net operating revenue

10.527

26.928

Profit before income tax and social contribution

169

341

Income tax and social contribution

(119)

(101)

Profit for the period

50

240

Other results from discontinued operations

(100)

(112)

Gain on the sale of discontinued operations (note 12.3)

398

-

Profit from discontinued operations presented in the consolidated income

348

128

statement of the Company

Attributable:

Controlling shareholders of the Company

312

(7)

Participation of non-controlling shareholders

36

135

Additionally a reclassification was made of incurred costs on Parent Company basically related to indemnity costs of contingences form prior periods to acquisition. paid to Via Varejo. Under IFRS 5. such costs were reclassified to discontinued activities in the amount of R$87 on December 31. 2019 (R$91 on December 31. 2018).

34. Insurance coverage

The insurance coverage as of December 31. 2019 is summarized as follows:

Amount insured

Insured assets

Covered risks

Parent Company

Consolidated

Property and equipment and

16.328

26.120

inventories

Assigning profit

Profit

Loss of profits

7.630

12.306

Cars and Others (*)

Damages

315

378

The Company maintains specific policies for general civil liability of R$100 and civil responsibility of R$134. coverage against fraud and risk (Criminal) in the amount of R$44 and risk of damage protection and Cybersecurity responsibility (Cyber) of R$37. Totaling the coverage of R$315.

  1. The value reported above does not include coverage of the hulls. which are insured by the value of 100% of the Foundation Institute of Economic Research - FIPE table.

106

Companhia Brasileira de Distribuição

Notes to the consolidated financial statements December 31, 2019 and 2018

(In millions of Brazilian reais, unless otherwise stated)

35. Subsequent events

On January 6. 2020. there was the 17th issue of debentures. not convertible into shares. in a single series. with a total value of R$2 billion with maturities in up to 3 years. The funds will be used to strengthen working capital and extend the debt profile. Interest will be paid semiannually. The debentures will have remuneration corresponding to 100% of the accumulated variation of the daily average rates of the DI - Interbank Deposits for one day. plus 1.45% per year.

107

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CBD - Companhia Brasileira de Distribuição published this content on 19 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 February 2020 00:46:00 UTC