Freetranslation Into English from the Original Previously Issued in Portuguese.
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(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 Independent auditor’s report on individual and consolidated financial statements 3 Message from management 10 Report of audit committee 13 Management statement on the financial statements 16 Management statement on the independent auditor’s report 17 Financial statements Consolidated Balance Sheet 18 Consolidated Statement of operations 20 Consolidated Statement of comprehensive income 21 Consolidated Statement of changes in shareholders’ equity 22 Consolidated Statement of cash flows 25 Consolidated Statement of value added 26 Notes to the consolidated financial statements 27 2 A free translation from Portuguese into English of Independent Auditor’s Report on Individual and Consolidated Financial Statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) INDEPENDENT AUDITOR’S REPORT ON INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS The shareholders of Companhia Brasileira de Distribuição São Paulo – SP Opinion We have audited the individual and consolidated financial statements of Companhia Brasileira de Distribuição (the “Company”), identified as Parent Company and Consolidated, respectively, which comprise the statements of financial position as at December 31, 2019, and the statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Companhia Brasileira de Distribuição as at December 31, 2019, and its individual and consolidated financial performance and cash flows for the year then ended, in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Basis for opinion We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the individual and consolidated financial statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants, the professional standards issued by Brazil’s National Association of State Boards of Accountancy (CFC) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of matter Restatement of the financial statements We draw attention to Note 1.1 to the financial statements as at December 31, 2019, in which the Company disclosed updated information on the independent investigation process conducted by Via Varejo S.A. (Via Varejo) after receiving anonymous complaints about possible accounting fraud and failures in Via Varejo's internal controls, which had previously been disclosed on February 19, 2020. On February 19, 2020, we issued an audit report containing a qualified opinion, due to the limitation of scope relating to that investigation that was still in progress at the time, on the Company's financial statements, which are now being restated due to the completion of Via Varejo’s investigation on March 25, 2020. Consequently, the qualified opinion on that matter contained in our previously issued report is no longer necessary and, therefore, our new report, which replaces the previous report, does not contain any modification. Restatement of corresponding figures As mentioned in Note 4.3, in connection with the adoption of Accounting Pronouncement NBC TG 06 (R3) – Operações de arrendameto mercantil (equivalent to IFRS 16 – Leases), the prior-year corresponding figures, presented for comparison purposes, have been adjusted and are being restated as provided for in Accounting Pronouncement NBC TG 23 (R1) – Políticas Contábeis, Mudança de Estimativa e Retificação de Erro. Our opinion has not been modified with respect to this matter. 3 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter, including any commentary on the findings or outcome of our procedures, is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the individual and consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. Realization of tax credits – State Value-Added Tax – ICMS As at December 31, 2019, tax credits relating to the State Value-Added Tax (ICMS) totaled R$1,420 million and R$2,621 million in the Individual and Consolidated financial statements, respectively, as disclosed in Note 10 to the financial statements as at December 31, 2019. The annual recoverability analysis of ICMS tax credits was significant for our audit, because (i) the amounts are significant in relation to the individual and consolidated financial statements as at December 31, 2019 and (ii) the preparation of this analysis involves judgment by the Company management in determining the projections of future ICMS debits in its operations, including in considering special tax regimes. Such projections may be affected by future market and economic conditions. How our audit addressed this matter: Our audit procedures included, among others: i) understanding the process implemented by management for the preparation of the annual recoverability analysis of tax credits, including assessment of the design and operating effectiveness of internal controls implemented by the Company for this annual process and for the preparation of projections used by management; (ii) assessing the reasonableness of the data used in the preparation of the annual recoverability analysis of tax credits, including the mathematical accuracy of calculations included in that analysis; and iii) involving our indirect tax specialists to assess the application of the tax legislation and special tax regimes in the projections used for the annual recoverability analysis of tax credits. Additionally, we analyzed the adequacy of the disclosures in Note 10 to the financial statements as at December 31, 2019. Based on the results of the audit procedures performed on the annual recoverability analysis of tax credits, which are consistent with management’s assessment, we consider that the criteria and assumptions adopted by management relating to such recoverability analysis, as well as the respective disclosures in Note 10, are appropriate, in the context of the financial statements as a whole. Tax contingencies with likelihood of loss assessed as possible As disclosed in Note 22.6 to the financial statements as at December 31, 2019, the Company is a party to administrative and legal proceedings arising from various tax contingencies totaling R$10,829 million, for which no provision was recorded as at December 31, 2019, since the likelihood of loss was assessed as possible based on information available at that date. The Company’s management uses significant judgment to determine whether the technical arguments used by the Company are more likely than not to prevail in court, given the complexity of the Brazilian tax environment and lack of case law for certain tax matters. In this assessment, the Company management is assisted by outside legal advisors. Management’s assessment of the likelihood of loss in tax contingencies was significant to our audit, since it is complex and involves significant judgment based on interpretations of the tax legislation and legal rules. 4 How our audit addressed this matter: Our audit procedures included, among others: i) understanding the process implemented by management, including an assessment of the design and operating effectiveness of internal controls implemented by the Company for the identification, monitoring and assessment of tax contingencies, in order to determine whether the technical arguments used by management are more likely than not to prevail in court; ii) obtaining confirmation letters directly from the Company’s outside legal advisors and using our knowledge of and experience in the application of the tax legislation by the tax authorities to evaluate the judgments made by the Company’s management regarding tax contingencies; and