(A free translation of the original report in Portuguese on financial statements prepared in conformity with accounting practices adopted in Brazil) panhia Brasileira de Distribuição Financial Statements at December 31, 2002 and 2001 and Report of Independent Accountants (A free translation of the original opinion in Portuguese expressed on financial statements prepared in conformity with accounting practices adopted in Brazil) Report of Independent Accountants February 14, 2003 To the Board of Directors and Shareholders Companhia Brasileira de Distribuição 1 We have audited the accompanying balance sheets of Companhia Brasileira de Distribuição and the consolidated balance sheets of Companhia Brasileira de Distribuição and its subsidiary companies as of December 31, 2002 and 2001, and the related statements of income, of changes in shareholders' equity and of changes in financial position of Companhia Brasileira de Distribuição and the related consolidated statements of income and of changes in financial position for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements. 2 We conducted our audits in accordance with approved Brazilian auditing standards which require that we perform the audit to obtain reasonable assurance about whether the financial statements are fairly presented in all material respects. Accordingly, our work included, among other procedures: (a) planning our audits taking into consideration the significance of balances, the volume of transactions and the accounting and internal control systems of the Company, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the financial statements and (c) assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 3 In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Companhia Brasileira de Distribuição and of Companhia Brasileira de Distribuição and its subsidiary companies at December 31, 2002 and 2001 and the results of its operations, the changes in shareholders' equity and the changes in its financial position for the years then ended of Companhia Brasileira de Distribuição, as well as the consolidated results of their operations and of their changes in consolidated financial position for these same years, in conformity with accounting practices adopted in Brazil. 2 February 14, 2003 Companhia Brasileira de Distribuição 4 Our audits were performed for the purpose of issuing an opinion on the financial statements referred to in the first paragraph, taken as a whole. The statements of cash flows and of added value, which provide supplementary information on the Company and its subsidiaries, are not a required component of the financial statements. These financial statements at December 31, 2002 and 2001 were submitted to the audit procedures described in the second paragraph to these statements and, in our opinion, they are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Henrique Luz Partner Contador CRC 1RJ045789/T-2 "T" SP 002332 3 (A free translation of the original in Portuguese prepared in conformity with accounting practices adopted in Brazil) Companhia Brasileira de Distribuição Balance Sheet at December 31 In thousands of reais Parent company Assets Current assets Cash and banks Financial investments Trade accounts receivable Inventories Taxes recoverable Advances to suppliers and employees Prepaid expenses Other Long-term receivables Trade accounts receivable Deferred income tax and others Current accounts with related parties Judicial deposits Prepaid expenses Permanent assets Investments Property and equipment Deferred charges Total assets Consolidated 2002 2001 2002 2001 119,440 991,454 1,047,121 868,727 269,834 12,151 22,736 139,772 119,008 910,671 906,659 618,437 73,370 23,275 16,055 58,443 141,463 993,695 1,087,891 980,794 347,891 12,351 24,138 144,799 137,418 910,671 975,587 686,103 77,429 23,307 17,171 59,045 3,471,235 2,725,918 3,733,022 2,886,731 18,774 32,876 657,977 112,166 4,655 36,683 39,702 464,019 80,422 1,315 285,735 257,753 258 119,209 4,655 223,798 105,067 218 81,558 1,315 826,448 622,141 667,610 411,956 659,902 3,374,143 760,444 133,180 2,883,251 764,151 271,088 3,741,504 774,466 123,884 3,006,413 852,155 4,794,489 3,780,582 4,787,058 3,982,452 9,092,172 7,128,641 9,187,690 7,281,139 Parent company Liabilities and shareholders’ equity Current liabilities Suppliers Loans and financings Debentures Salaries and payroll charges Taxes and social contributions payable Dividends proposed Current accounts with related parties Provision for unsecured liabilities of subsidiary companies Other Long-term liabilities Loans and financings Debentures Provision for contingencies Other Shareholders’ equity Capital Capital reserves Revenue reserves Total liabilities and shareholders’ equity Net equity per thousand shares - R$ The accompanying notes are an integral part of these financial statements. 4 Consolidated 2002 2001 2002 2001 1,335,926 1,482,263 79,991 85,971 30,275 59,441 2,373 89,018 50,253 736,951 1,150,271 12,984 81,116 25,771 60,774 29,541 79,745 74,789 1,409,616 1,486,120 79,991 98,030 35,534 59,441 1,568 813,525 1,241,594 12,984 101,267 40,350 60,774 223 59,108 109,803 3,215,511 2,251,942 3,229,408 2,380,520 873,416 476,258 907,370 27,577 734,079 124,141 587,239 27,350 873,416 476,258 988,991 27,577 734,079 124,141 611,159 27,350 2,284,621 1,472,809 2,366,242 1,496,729 2,749,774 344,242 498,024 2,252,361 348,292 803,237 2,749,774 344,242 498,024 2,252,361 348,292 803,237 3,592,040 3,403,890 3,592,040 3,403,890 9,092,172 7,128,641 9,187,690 7,281,139 31.74 30.11 Companhia Brasileira de Distribuição Statement of Income Years Ended December 31 (A free translation of the original in Portuguese prepared in conformity with accounting practices adopted in Brazil) In thousands of reais Parent company 2002 2001 Consolidated 2002 2001 Gross sales Taxes on sales 9,439,263 (1,458,296) 8,543,616 (1,331,763) 11,154,079 (1,699,410) 9,532,606 (1,477,753) Net sales Cost of sales 7,980,967 (5,820,503) 7,211,853 (5,183,894) 9,454,669 (6,809,588) 8,054,853 (5,807,652) Gross profit 2,160,464 2,027,959 2,645,081 2,247,201 Operating expenses (income) Selling General and administrative Depreciation and amortization Taxes and charges Financial expenses Financial income Equity in the results of investees 1,196,136 296,284 379,934 58,150 621,529 (328,377) (351,788) 1,126,493 307,869 306,100 37,383 407,841 (485,205) 16,770 1,513,825 350,066 413,617 71,456 601,737 (438,788) 10,357 1,287,991 324,740 330,756 43,118 419,341 (422,453) (2,995) 1,871,868 1,717,251 2,522,270 1,980,498 Operating profit Non-operating income, net 288,596 4,652 310,708 4,485 122,811 4,480 266,703 1,851 Income before income tax Income tax (expense) benefit 293,248 (48,126) 315,193 (64,460) 127,291 117,831 268,554 (17,821) Net income for the year 245,122 250,733 245,122 250,733 2.17 2.22 Net income for the year per thousand shares - R$ The accompanying notes are an integral part of these financial statements. 5 Companhia Brasileira de Distribuição (A free translation of the original in Portuguese prepared in conformity with accounting practices adopted in Brazil) Statement of Changes in Shareholders’ Equity In thousands of reais Capital reserves At January 1, 2001 Capital increase Conversion of debentures Subscription Appropriation of reserve Realization of reserve Net income for the year Legal reserve Dividends proposed (R$ 0,53753 per thousand shares) Retention of earnings reserve At December 31, 2001 Capital increase Capitalization of reserves Subscription Appropriation of reserve Realization of reserve Net income for the year Legal reserve Dividends proposed (R$ 0,52516 per thousand shares) Retention of earnings reserve At December 31, 2002 Revenue reserves Capital Fiscal investment incentive Share warrants Legal Expansion Unrealized earnings Retention of earnings 2,001,033 4,050 344,242 51,386 377,910 23,664 160,318 Retained earnings 2,962,603 171,669 79,659 171,669 79,659 112,984 (112,984) (4,899) 12,537 182,321 2,252,361 494,944 2,469 Total 4,050 344,242 63,923 (4,050 ) 490,894 18,765 229,655 250,733 (60,774) 3,403,890 (490,894) 2,469 164,089 (164,089) (4,898) 12,256 178,323 2,749,774 4,899 250,733 (12,537 ) (60,774 ) (182,321 ) 344,242 76,179 The accompanying notes are an integral part of these financial statements. 6 164,089 13,867 243,889 4,898 245,122 (12,256 ) (59,441 ) (178,323 ) 245,122 (59,441) 3,592,040 Companhia Brasileira de Distribuição (A free translation of the original in Portuguese prepared in conformity with accounting practices adopted in Brazil) Statement of Changes in Financial Position Years Ended December 31 In thousands of reais Parent company Financial resources were provided by Operations Net income for the year Expenses (income) not affecting working capital Deferred income tax Interest and indexation charges on long-term items Equity in the results of investees Depreciation and amortization Residual value of property and equipment disposals Provision for contingencies Shareholders Capital increase Third parties Loans, financings and other liabilities Debentures Transfer to current assets Initial working capital of a subsidiary Net working capital of subsidiary companies merged during the year Consolidated 2002 2001 2002 2001 245,122 250,733 245,122 250,733 13,667 204,227 (361,061) 379,934 1,085 199,057 28,631 32,103 (26,538) 306,100 1,996 41,239 (152,686) 198,536 10,357 413,617 1,136 239,767 (18,008) 112,314 (2,995) 330,756 2,363 64,565 682,031 634,264 955,849 739,728 2,469 35,348 2,469 35,348 667,673 401,490 24,210 378,411 540,456 401,490 31,685 379,930 13,723 Total funds provided Financial resources were used for Long-term receivables Permanent assets Investments Property and equipment Deferred charges Transfer from long-term to current liabilities Dividends paid and proposed Initial working capital of a subsidiary acquired Total funds used 117,459 6,695 1,895,332 1,054,718 1,931,949 1,175,424 187,443 26,756 95,322 35,138 473,126 670,375 263,773 717,162 723,199 59,441 31,568 499,540 28,177 211,317 60,774 755,446 59,441 43,402 60,671 507,589 28,394 215,304 60,774 87,593 2,113,584 858,132 1,934,546 995,463 (218,252) Increase (decrease) in working capital 7 196,586 6,695 (2,597) 179,961 Companhia Brasileira de Distribuição Statement of Changes in Financial Position Years Ended December 31 In thousands of reais (continued) Parent company Consolidated 2002 2001 2002 2001 3,471,235 2,725,918 2,725,918 2,559,334 3,733,022 2,886,731 2,886,731 2,685,105 745,317 166,584 846,291 201,626 3,215,511 2,251,942 2,251,942 2,281,944 3,229,408 2,380,520 2,380,520 2,358,855 848,888 21,665 Changes in working capital Current assets At the end of the year At the beginning of the year Current liabilities At the end of the year At the beginning of the year Increase (decrease) in working capital 963,569 (30,002) (218,252) 196,586 The accompanying notes are an integral part of these financial statements. 8 (2,597) 179,961 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 (A free translation of the original notes in Portuguese to financial statements prepared in conformity with accounting practices adopted in Brazil) All amounts in thousands of reais unless otherwise indicated 1 Operations The Company operates primarily as a retailer of food, apparel, home appliances and other products through its chain of hypermarkets, supermarkets, specialized stores and departments primarily under the trade names "Pão de Açúcar", "Extra", "Barateiro", "Comprebem" and "Eletro". At December 31, 2002, the Company had 500 stores in operation (December 31, 2001 - 443 stores), of which 415 are owned by the Company, 18 stores are operated by the subsidiary company Novasoc Comercial Ltda. ("Novasoc"), 56 stores are operated by the parent company Sé Supermercados Ltda. ("Sé") and 11 stores are operated by the subsidiary company Companhia Pernambucana de Alimentação ("CIPAL"). 2 Significant Accounting Policies and Consolidation Criteria The financial statements have been prepared in accordance with the accounting practices adopted in Brazil, and in conformity with accounting principles prescribed by Brazilian corporate legislation and with the rules and regulations of the Brazilian Securities Commission (CVM). Certain assets, liabilities and other transactions are recorded on the basis of estimates. Accordingly, the financial statements of the parent company and the consolidated financial statements include various estimates, amongst which those relating to the selection of useful lives of permanent assets, provisions necessary for contingent liabilities, provisions for income tax and others; actual results may differ from those estimated. (a) Determination of net income Net income is determined on the accrual basis of accounting. (b) Current assets and long-term receivables Inventories purchased by the distribution centers are valued at average cost and those purchased directly by stores at the last purchase price which approximates the First-In, FirstOut (FIFO) basis, including storage and handling costs, which are all lower than realizable amounts. Other assets and receivables are stated at cost, including, when applicable, income and indexation accruals, net of provisions to reflect realizable amounts. 9 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (c) Permanent assets Permanent assets are shown at cost (cost incurred up to December 31, 1995 is remeasured to that date), combined with the following: . investments in subsidiaries are accounted for by the equity method (Note 7). . depreciation of property and equipment is calculated on the straight-line basis at the rates listed in Note 8, which reflect the economic useful lives of the assets; and . the rate of amortization of goodwill on business combinations is matched to expected future profitability; premiums for asset purchases on combinations, deferred foreign exchange losses and pre-operating expenses are amortized over the periods detailed in Notes 7 and 9. (d) Current and long-term liabilities These liabilities are stated at known or estimated amounts including, when applicable, accrued charges, indexation charges and foreign exchange variations. (e) Consolidated financial statements The consolidated financial statements were prepared in conformity with the consolidation accounting principles prescribed by corporate legislation and Brazilian Securities Commission (CVM) Instruction 247, and include the financial statements of the Company and its subsidiaries Novasoc, Mogi Supermercados S.A.("Mogi"), ABC Supermercados S.A.("ABC"), Sé and CIPAL. The investment accounts, intercompany asset and liability balances, income and expenses, and unrealized results arising from operations among consolidated companies were eliminated upon consolidation. In conformity with CVM Instruction 247, the financial statements of the other subsidiary companies Ponte do Ó Veículos e Peças Ltda. ("Ponte do Ó"), Supermercados Mirambava Ltda. ("Mirambava") and Companhia Progresso de Alimentos ("Progresso") were not consolidated, since management intends to terminate the operations of these companies, the management of which are already performed by the Company (Note 7(c)). In addition to the companies mentioned above, the financial statements of the wholly-owned subsidiary CBD Technology, Inc. ("CBD Tech") were not consolidated because they are not material in relation to the consolidated financial statements. 10 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 3 Financial Investments The financial investments at December 31, 2002 and 2001 earn interest at the Interbank Deposit Certificate (CDI) rate. 4 Trade Accounts Receivable Parent company Current Credit card Customer credit financing Sales vouchers and others Installment sales (post-dated checks) Accounts receivable - Parent and subsidiary companies Allowance for doubtful accounts 2002 2001 2002 2001 542,637 225,018 115,287 103,735 443,774 287,811 86,735 81,318 644,089 233,809 124,007 116,310 517,302 301,834 91,855 106,359 90,508 (30,064) 46,798 (39,777) 863 (31,187) (41,763) 1,047,121 Long-term Customer credit financing and others Accounts receivable - Paes Mendonça Consolidated 906,659 1,087,891 975,587 18,774 36,683 19,190 266,545 38,322 185,476 18,774 36,683 285,735 223,798 Credit card sales relate to sales through co-branded third party credit cards, and may be paid in installments in up to 12 months. Customer credit financing accrues interest from 3.99% to 7.49% per month (2001 - 2.5% to 7.9%) and with payment terms of up to 24 months for installment plans. Installment sales represent post-dated checks which accrue interest of up to 6.9% per month (2001 - 6.9%) for settlement in up to 60 days. Accounts receivable from subsidiary companies (Novasoc, CIPAL and Sé) relate to the sale of merchandise supplied to the stores by the Company. Accounts receivable - Paes Mendonça - relate mainly to payments by Novasoc of certain of Paes Mendonça’s obligations under the terms of the lease agreement with Paes Mendonça S.A. ("Paes Mendonça"). Pursuant to the contract, the receivables are secured based on the location rights of stores currently operated by Novasoc. 11 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated The allowance for doubtful accounts is estimated based on average prior-year effective losses complemented by management’s estimate of probable future losses: Parent company 2002 Customer credit financing Installment sales (post-dated checks) 2001 Consolidated 2002 2001 (27,826) (2,238) (37,701) (2,076) (28,579) (2,608) (39,355) (2,408) (30,064) (39,777) (31,187) (41,763) The policies for establishing this allowance are as follows: •= 5 Customer credit financing - based on historical loss indices over the past 12 months; the write-offs of receivables overdue for more than 180 days are charged against the allowance. •= Installment sales (post-dated checks) - based on the historical average indices of checks returned and recoveries over the past 12 months; the write-off of returned checks is effected after all legal procedures have been completed and are charged against the allowance. •= Credit card and sales vouchers - an allowance for doubtful accounts is not required as credit risks are substantially assumed by third parties. Inventories Parent company Hypermarkets, supermarkets, specialized stores and departments Distribution centers Consolidated 2002 2001 2002 2001 534,817 333,910 409,773 208,664 629,680 351,114 464,013 222,090 868,727 618,437 980,794 686,103 12 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 6 Balances and Transactions with Related Parties Pão de Açúcar S.A. Indústria e Comércio Balances Accounts receivable Current accounts receivable (payable) Transactions Services rendered and rents Sales, net Financial income, net Novasoc Sé 863 (1,568) 46,307 19,727 39,610 637,992 3,728 (805) 6,064 23,013 144,386 33,268 3,852 165,466 2,365 527 7,972 (58) 14 CIPAL 2002 2001 Other Total Total 258 90,508 655,604 46,798 434,478 33,456 317,824 35,589 30,304 307,335 91,873 Transactions with related parties are carried out at normal market prices and conditions. The current account balances on trade commission contracts with related parties bear financial charges comparable to the administration fee on such trade commissions. Sales of goods relate to the supply of stores, mainly of Novasoc and Sé, by the Company’s distribution center and were carried out substantially at cost. 13 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 7 Investments (a) Information on investments at December 31, 2002 Shares/ quotas held Holding - % Capital Novasoc 1,000 CBD Tech 1,000 Sé 996,806,689 10,00 99,99 99,99 10 25,843 996,807 14 Shareholders’ equity (unsecured liabilities) (89,018 ) 19,007 640,659 Net income (loss) for the year/ period (9,273 ) (6,369 ) 247,827 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (b) Changes in investments Parent company Novasoc At January 1, 2001 Additions Cost Goodwill Equity accounting gain (loss) Amortization of goodwill Mogi Progresso Ponte do Ó Mirambava ABC 68,758 Sé 8,862 1,007 14,021 (43,308) CBD Tech 2,310 7,653 23,543 (3,278) 50 1,644 Other Total Total 780 78,400 480,829 4,883 8,250 23,318 (16,770) (3,326) 2,995 (48 ) Amounts transferred following merger to: Property and equipment Deferred charges Other liabilities (assets), net Transfer to provision for unsecured liabilities 43,308 43,308 89,023 15,028 9,963 1,646 16,740 86,740 (9,273) 53,219 57,748 2,267 780 136,507 249,879 247,827 (544) (3,730) Amounts transferred following merger to: Investments Property and equipment Deferred charges Other liabilities (assets), net Transfer to provision for unsecured liabilities 22,497 23,318 2,995 (5,600) (44,022) (342,426) (13,707) At December 31, 2001 Additions Cost Goodwill Equity accounting gain (loss) Write-off Amortization of goodwill Consolidated (258 ) (6,446) 123,884 223,247 249,879 351,788 (544) (3,988) 13,894 249,879 (10,357) (63,084) (141,599) (98,250) (29,626) (74,314) 429 (2,701) 6,446 (15,028) (48,028) (84,038) 133,180 (10,080) (362) 479 (1,338) (50 ) (37,976) (91,871) (14,641) 9,273 9,273 At December 31, 2002 19,007 15 640,659 236 659,902 271,088 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (i) Novasoc: On May 10, 1999, the Company acquired 10% of the quotas of Novasoc which, on April 30, 1999, had leased 25 stores from the Paes Mendonça S.A. chain of stores (December 31, 2002 - 18 stores). Paes Mendonça S.A. continues to exist and is by contract fully and solely responsible for all and any tax, labor, social security, commercial and other liabilities incurred prior to the lease agreement. The agreement term is five years and may be extended twice for similar periods through notification by Novasoc to Paes Mendonça. During the legal term of the contract, the shareholders of Paes Mendonça cannot sell their shares without the prior and express approval of Novasoc. Under the bylaws of Novasoc, the appropriation of its net income need not be proportional to the holding in the company. As from the quotaholders' meeting on December 29, 2000 it was agreed that the Company would participate prospectively in 99.98% of Novasoc's results. (ii) During 2002, the Company acquired the following companies: •= On June 30, 2002, the Company acquired CIPAL through its subsidiary company Mogi, which has 12 stores located in Recife, Pernambuco, previously franchised under the brand Comprebem, for R$ 6,709. In this operation goodwill of R$ 1,948 was determined. Upon merger of Mogi, as described below, the investment held in CIPAL was transferred to the subsidiary Sé. •= On June 30, 2002, the Company acquired the Sé chain, which has 60 stores located in 20 municipalities of the State of São Paulo for R$ 386,386, of which R$ 124,422 refer to debt of Sé assumed by the Company and R$ 11,386 refer to the adjustment of price calculated based on the working capital amount. In this operation goodwill of R$ 249,879 was determined. The goodwill on acquisition of these companies was based on appraisal reports of independent valuers and was supported principally by their expected future profitability and the appreciation of property and equipment, and is being amortized based on the projected profitability of the stores acquired and/or in conformity with the depreciation terms of the relevant assets, when applicable, over a period of up to ten years. Upon the merger of the companies, that part of goodwill which was related to expected future profitability was transferred to Deferred charges (Note 9). 16 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (iii) At December 31, 2002, as Novasoc’s liabilities exceed its assets (net unsecured liabilities) and, in view of the Company’s commitment to assure the continuity of its operations and future economic feasibility, the Company recorded R$ 89,018 (2001 - R$ 79,745) as a "Provision for unsecured liabilities of subsidiary companies" in recognition of its obligation to the creditors of this subsidiary. (c) Investments merged The Extraordinary General Meeting held on November 29, 2002 approved the merger of the following subsidiaries: ABC, Mogi, Progresso, Ponte do Ó and Mirambava, the net equities of which, at the date of merger, are summarized below: Current assets Long-term receivables Permanent assets ABC Mogi 276,422 366,438 100,743 84,038 Current liabilities Long-term liabilities (56,404) (571,815) Shareholders’ equity 115,384 Progresso 6,446 1,007 Ponte do Ó Mirambava Total 5 50 360,515 366,438 110,885 2,689 (484) 90,484 1,007 17 2,210 (56,888) (571,815) 50 209,135 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 8 Property and Equipment Parent company 2002 Accumulated Cost depreciation Land 747,226 Buildings 1,728,060 Improvements and renovations 862,263 Equipment 729,953 Installations 297,500 Furniture and fixtures 110,575 Vehicles 22,689 Construction in progress 9,887 Other 11,089 4,519,242 Consolidated 2001 2002 Accumulated Cost depreciation Net Net 2,239 747,226 1,514,515 592,828 328,285 111,434 55,633 5,485 9,887 8,850 700,567 1,180,901 493,087 303,383 135,390 40,145 8,434 12,746 8,598 795,575 1,787,722 1,100,497 802,549 377,486 124,332 26,896 13,610 11,119 1,145,099 3,374,143 2,883,251 5,039,786 213,545 269,435 401,668 186,066 54,942 17,204 18 2001 Net Net 2,258 795,575 1,568,894 761,338 369,745 152,599 64,177 6,705 13,610 8,861 702,370 1,188,966 557,866 327,651 148,448 47,540 9,431 14,209 9,932 1,298,282 3,741,504 3,006,413 218,828 339,159 432,804 224,887 60,155 20,191 Annual depreciation rate - % 3.33 5 to 20 10 to 33 20 10 20 10 to 20 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated Investments in property and equipment Parent company Investments (i) Capitalized interest (ii) Mergers (iii) Consolidated 2002 2001 2002 2001 636,181 34,194 424,251 31,267 682,968 34,194 432,300 31,267 670,375 455,518 717,162 463,567 63,084 44,022 733,459 499,540 44,022 717,162 507,589 (i) The investments made by the Company relate to purchases of operating assets, land and buildings to expand activities, construction of new stores and distribution centers, expansion of distribution centers, remodeling of various stores, new equipment and assets of acquired companies. (ii) In conformity with CVM Resolution 193, interest and financial charges on loans and financing obtained from third parties during the construction or remodeling of stores of the Company, directly or indirectly attributable to the process of acquisition, construction and operating expansion are capitalized. The appropriation of capitalized interest and financial charges to results is consistent with the depreciation terms of the financed assets. (iii) Mergers (see Note 7 (c)). Construction in progress relates to remodeling and construction of various stores and distribution centers of the Company, Novasoc and Sé. 19 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 9 Deferred Charges Parent company Goodwill At January 1, 2001 Additions Disposals Amortization Transfer from investments 328,013 1,864 (150) (58,493) 342,426 At December 31, 2001 Amortization Transfer from merger At December 31, 2002 Foreign exchange losses 40,298 Pre-operating expenses and other Subtotal (17,910) 145,579 26,313 (61) (43,728) 513,890 28,177 (211) (120,131) 342,426 613,660 22,388 128,103 (86,005) 141,599 (17,910) 669,254 4,478 Goodwill Pre-operating expenses and other Subsidiaries Consolidated Subtotal Total (1,724) 31,048 2,350 (95) (8,727) 31,048 67,502 (95) (10,451) 544,938 95,679 (306 ) (130,582 ) 342,426 764,151 63,428 24,576 88,004 852,155 (41,391) (145,306) 141,599 (2,586) (60,842) (10,554) (13,140) (60,842) (158,446 ) 80,757 86,712 760,444 14,022 14,022 774,466 20 65,152 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (a) Goodwill Goodwill relating to the expected future profitability of the subsidiaries that were merged by the Company during the year was transferred from the Investments to Deferred charges, and will continue to be amortized over the periods consistent with the earnings projections on which they were originally based. (b) Foreign exchange losses As permitted by Federal Law 9816/99 and CVM Resolution 294/99, the Company opted to defer part of the net foreign exchange losses which arose in the first quarter of 1999, in the amount of R$ 71,639, which is being amortized over the maximum period of four years. (c) Pre-operating expenses and other Pre-operating expenses, which include employee salaries, training and rent, are deferred until the stores in construction and/or under remodeling start operating normally. These expenses are amortized over a period of up to five years. As from the year ended December 31, 2002, these expenses will be fully recognized in the results of the year, in which they are incurred. 21 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 10 Loans and Financings Parent company Annual financial charges Short-term Local currency BNDES (i) Working capital Exchange variation + 3.5% Long-term Interest Rate (TJLP) + 1% to 3.5% Exchange variation /TJLP + 4% to 4.1% Consolidated 2002 2001 2002 2001 40,933 24,639 40,933 24,639 142,326 129,870 142,326 129,870 14,270 14,270 21.9 % and TJLP + 3.5% (2001 20.6%) 3,063 1,965 3,063 3,165 Foreign currency with swap for Reais (ii) Working capital 96.5% to 108.9% of CDI (2001 96% to 104.5% of CDI) 1,264,294 972,452 1,268,151 1,062,575 17,377 21,345 17,377 21,345 1,482,263 1,150,271 1,486,120 1,241,594 40,904 239,821 45,626 51,662 363,911 40,904 239,821 45,626 51,662 363,911 2,973 1,397 2,973 1,397 544,092 317,109 544,092 317,109 873,416 734,079 873,416 734,079 Imports Long-term Local currency BNDES (i) Working capital Exchange variation (2001 - LIBOR + 1.2% to 2.7%) Exchange variation + 3.5% TJLP + 3.5% Exchange variation /TJLP + 4% to 4.1% TJLP + 3.5% Foreign currency with swap for Reais Working capital 100% to 105% of CDI (2001 96.5% to 104.1% of CDI) 22 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated Long-term financings fall due as follows: Parent company and consolidated 2003 2004 2005 2006 2007 2002 2001 540,236 204,692 72,566 55,922 471,477 101,566 82,665 55,089 23,282 873,416 734,079 (i) The contracts with BNDES require that the Company maintain certain capitalization and current liquidity levels and use the funds in the investment program for the construction/remodeling of stores and purchase of equipment. An effective control of the follow-up of the restrictive clauses is kept, and all clauses have been complied with. The parent company has provided a joint responsibility surety until the contracts are settled. (ii) The working capital loans are mainly funds obtained with prefixed financial charges and used to finance direct consumer credit transactions, mainly customer credit financing and post-dated checks, as well as for financing of acquisitions, constructions and operating expansion. In order to reduce the impacts of exchange variations on loans in foreign currency, the Company contracts swap transactions linked to the CDI interest rate. Financings are guaranteed by promissory notes and shareholders’ sureties. 23 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 11 Debentures (a) Composition of outstanding debentures Type 2nd issue - 1st series 2 nd series th 4 issue - sole series 5 th issue - 1 st series Annual Number financial outstanding charges Subordinate Subordinate Floating Floating 1,850 25,000 99,908 40,149 Long-term liabilities Current liabilities IGP-M + 13% IGP-M + 13% TJLP + 3.5% CDI + 1.45% 2002 2001 2,312 16,175 115,115 422,647 1,910 25,809 109,406 556,249 137,125 (476,258) (124,141) 79,991 12,984 2002 2001 Long-term debentures by year of maturity: 2003 2004 2005 2007 37,328 37,440 401,490 476,258 (b) 53,117 35,512 35,512 124,141 Fifth issue The Extraordinary General Meeting of the Company held on October 4, 2002 approved the 5th issue of debentures, in the amount of up to R$ 600,000. The 5th issue will be placed in an undetermined number of series and public placement of debentures, with the following main characteristics: (i) the 1st series of the 5th issue will be comprised of up to 50,000 debentures, and the other series will be comprised of up to 10,000 debentures; (ii) date of the start of the issue: October 1, 2002; (iii) nature and type: are with no guarantees or preferences, and are not convertible into shares of the Company; 24 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (iv) nominal value: the debentures of the 1st series will have a nominal value per unit of R$10; (v) remuneration and renegotiation: debentures will be remunerated based on the average rate of Interfinancial Deposits (DI) of one day, "over extra group", expressed in yearly percentage, on a 252-day basis, calculated and disclosed by the Clearing House for the Custody and Financial Settlement of Securities (CETIP), plus a spread of 1.45% per annum, on a 252day base, and this remuneration falls due on a six-monthly basis as from the date of issue. The remuneration of the 1st series debentures will be renegotiated in the 24th month, as from the issue date; and (vi) maturity: 1st series debentures will have a 60-month term, as from the issue date, falling due on October 1, 2007. (vii) The expenses with placement of debentures, mainly represented by commission, were recorded as Prepaid expenses and are appropriated in accordance with the maturity term of the debentures. 12 Provision for Contingencies Parent company Social Contribution on Revenues (COFINS) and Social Integration Program (PIS) (i) National Institute of Social Security (ii) Income tax (iii) Contribution on Financial Activities (CPMF) (iv) Labor claims and other Consolidated 2002 2001 2002 2001 469,969 239,407 533,850 255,294 234,381 91,286 190,186 89,048 235,677 92,519 190,864 89,048 90,672 21,062 56,180 12,418 100,869 26,076 60,651 15,302 907,370 587,239 988,991 611,159 25 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated The Company is a defendant, at various judicial levels, of tax and labor lawsuits. In the cases in which its internal and external legal advisors consider the possibilities of success as remote, the Company has recorded a provision for loss in amounts considered sufficient to cover probable unfavorable outcomes. (i) The Company obtained a favorable decision in the lower courts not to apply Law 9718/98, permitting that it determine the payment of COFINS under the terms of Complementary Law 70/91 (2% of revenue) and of PIS under Law 9715/98 (0.65% of revenue) as from February 1, 1999. (ii) The Company obtained a preliminary injunction to offset contributions paid in excess for Labor Accident Insurance (SAT) and Education Allowance against payables of the same nature to the INSS. The amounts not paid have been maintained in the provision for contingencies - INSS, until a final ruling is obtained. Complying with a court order, the Company has been acquiring public Debt Securities and placing them in judicial escrow in order to have the right to offset the Education Allowance amounts, which it considered as having been paid in excess. (iii) The provision for income tax contingencies includes disputed amounts, as well as the recognition, based on a judicial ruling, of the effects of depreciation of fixed assets relating to the inflation index differences arising from the Plano Verão (economic stabilization plan). (iv) The Company obtained a preliminary injunction suspending the requirement to withhold and pay the Contribution on Financial Activities (CPMF) a tax on checking transactions established by "Amendment 21/99". In addition, the Company obtained a legal authorization for suspension of the application of the Central Bank Circular 3001/2000. 26 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 13 Income Tax (a) Income tax reconciliation Parent company Income before taxes 2002 2001 2002 2001 293,248 315,193 127,291 268,554 73,312 78,798 31,823 67,138 Income tax at the basic rate Income tax incentives Equity in the results and provision for unsecured liabilities of subsidiary companies Tax credit on tax losses of subsidiary companies Other permanent differences, net (additions/deductions) (b) Consolidated (108) (85,788) (1,719 ) 4,193 (108) 1,592 (1,719) (828) (166,584) (24,155) 60,710 (16,812 ) 15,446 (22,615) Effective income tax 48,126 64,460 (117,831) 17,821 Income tax for the year Current Deferred 34,459 13,667 35,829 28,631 34,855 (152,686) 35,829 (18,008) 48,126 64,460 (117,831) 17,821 Deferred income tax In compliance with CVM Deliberations 273/98 and 371/02, deferred tax credits of R$ 32,876 (2001 - R$ 39,702); consolidated - R$ 257,753 (2001 - R$ 105,067) arising from tax losses and timing differences were recorded in long-term receivables at December 31, 2002, based on projections of future taxable income and with a realization period estimated at up to five years. 27 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated Parent company 2003 2004 2005 2006 14 Shareholders’ Equity (a) Capital and share rights Consolidated 32,876 103,125 57,624 70,982 26,022 32,876 257,753 Authorized capital comprises 150,000,000,000 shares. Fully subscribed and paid-up capital is represented by 113,186,139,433 (2001 -113,061,139,433) nominative shares with no nominal value, of which 63,470,811,399 are common with voting rights and 49,715,328,034 (2001 - 49,590,328,034) are preferred. Preferred shares have no voting rights but have the same rights and benefits as the common shares, as well as priority assured in the by-laws in the event of a return of capital and priority to receive a minimum annual dividend of R$ 0.15 (15 cents) per thousand shares on a non-cumulative basis. All shareholders are entitled to mandatory annual dividends and/or interest attributed to capital of not less than 25% of adjusted net income calculated in conformity with Brazilian corporate legislation. 28 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (b) Capital increases (i) Changes in the capital account and number of shares in 2002 Number of shares - thousand At December 31, 2001 Capital Preferred Common 2,252,361 49,590,328 63,470,811 Capitalization of reserves 494,944 Subscription Stock options (Note 14(e)) Series II Series III At December 31, 2002 2,396 73 120,900 4,100 2,469 125,000 2,749,774 49,715,328 63,470,811 (c) Revenue reserves (i) Legal reserve: Amount appropriated to reserve equivalent to 5% of net income for the year before any appropriations, and limited to 20% of capital. (ii) Expansion reserve: Amounts approved by the shareholders to maintain resources to finance additional capital investments and working capital through the appropriation up to 90% of the net income remaining after the legal appropriations. (iii) Unrealized earnings reserve: This reserve is being realized in proportion to the realization of the permanent assets which generated the balance. (iv) Retention of earnings: The balance of this reserve at December 31, 2002 is to be determined at the Shareholders' General Meeting. 29 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (d) Dividends proposed On December 31, 2002, management proposed, for approval at the Annual General Meeting (AGO), a dividend to be distributed and calculated as follows: Net income for the year Realization of unrealized earnings reserve Legal reserve 245,122 4,898 (12,256) Dividend calculation basis 237,764 Minimum mandatory dividend - 25% (R$ 0.52516 per thousand shares) 59,441 Dividends to be distributed will be appropriated from net income for 2002. (e) Preferred stock option plan At the Annual and Extraordinary General Meeting held on April 28, 1997, the preferred stock option plan for directors and employees became effective and the first options were granted relating to 1996. The option price for each lot of shares is, at least, 60% of the weighted average of the preferred shares traded in the week the option is granted. The percentage may vary for each beneficiary or series. The acquisition of the right to exercise the options is given in the following form and terms: (i) 50% in the last month of the third year following the option date (1st tranche) and (ii) 50% in the last month of the fifth year following the option date (2nd tranche), with the condition that a certain number of shares will be restricted as to sale until the date of retirement of the beneficiary. Shares from options exercised have the same rights as granted to the other shareholders. Management of this plan was entrusted to a committee appointed by the Administrative Council. 30 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated Information on the stock option plan is summarized as follows: Preferred shares (in thousands) Options granted I Series - May 9, 1997 II Series - December 22, 1997 III Series - December 18, 1998 IV Series - March 31, 2000 V Series - April 2, 2001 VI Series - March 15, 2002 278,600 373,200 1,007,074 305,975 361,660 412,600 2,739,109 Options not granted 2,319,765 Total size of the option plan 5,058,874 Options exercised I Series - December 15, 1999 (1st tranche) II Series - December 13, 2000 (1st tranche) I Series - December 7, 2001 (2nd tranche) III Series - December 7, 2001 (1st tranche) III Series - April 10, 2002 (1st tranche) II Series - December 19, 2002 (2nd tranche) III Series - December 19, 2002 (1st tranche - partial) Current size of the option plan (138,950) (172,100) (90,600) (500,785) (3,400) (120,900) (700) 4,031,439 31 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 15 Financial Instruments (a) General considerations Derivative instruments and operations involving interest rates are used to protect the assets and liabilities of the Company. Transactions are carried out by the financial operations area in accordance with the strategy previously approved by the Board of Directors. Management considers that the risks are minimal, because they are not concentrated with entities, and operations are limited to traditional, highly-rated banks and within approved limits. (b) Market value of the financial instruments The amounts of the financial instruments, assets and liabilities, at December 31, 2002 and 2001 recorded in asset and liability accounts are stated at their market values. Financial investments are represented by short-term investments, stated at cost plus accrued earnings, which approximate market value. With the objective of exchanging the financial charges on loans in foreign currency, the Company contracts swap transactions linked to the CDI interest rate, which reflect the market value. (c) Concentration of credit risk The Company’s financed sales are spread over a large number of customers. The Company manages the credit risk through a strict program of qualification and granting of credit. Doubtful receivables are adequately covered by a provision for loss on their realization. 32 Companhia Brasileira de Distribuição Notes to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated 16 Insurance Coverage Coverage at December 31, 2002 is considered sufficient by management to meet possible losses and is summarized as follows: Insured assets Risks covered Property, equipment and inventories Cash Fire and various risks Theft Amount insured 4,152,356 33,599 The Company also holds a policy covering civil liability risks. 17 Subsequent Events On January 17, 2003, the Company paid R$ 2,000 for Golden Auto Posto Ltda., whose main asset is substantially represented by a gas station located in Osasco, São Paulo. * 33 Companhia Brasileira de Distribuição Supplemental Information to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated The Company presents below, as supplemental information, the statements of cash flow prepared in accordance with the Institute of Independent Auditors of Brazil (IBRACON) Accounting Standards and Procedures (NPC-20) considering the main operations that influenced the funds available and financial investments of the Company, and of the added value prepared in accordance with the Securities Commission (CVM) Circular 01/00. (a) Statement of cash flow Parent company Consolidated 2002 2001 2002 2001 245,122 250,733 245,122 250,733 13,667 28,631 (152,686) (18,008) 1,085 379,934 171,419 (361,061) 209,657 659,823 1,996 306,100 (9,385) 16,770 47,148 641,993 1,136 413,617 168,932 10,357 239,767 926,245 2,363 330,756 70,338 (2,995) 70,588 703,775 (17,646) 11,126 (231,508) (186,475) (82,519) (193,121) (24,707) (724,850) (23,241) (5,307) 109,416 (37,244) (47,299) (3,276) (8,461) (15,412) (57,201) 10,956 (294,691) (270,462) (157,081) 1,345 (32,516) (799,650) (21,452) (5,256) 127,376 (43,738) (52,702) (20,654) (9,370) (25,796) 572,080 1,658 (530) (16,029) 557,179 (227,408) 2,828 (20,210) 1,265 (243,525) 596,091 (3,237) 44,699 (10,321) 627,232 (223,933) 18,533 (48,005) 4,448 (248,957) Net cash flow generated by operating activities 492,152 383,056 753,827 429,022 Cash flow from investing activities Business combinations Acquisition of property and equipment assets Increase in deferred assets (407,629) (664,017) (93,712) (526,130) (28,177) (274,991) (960,417) (122,661) (534,179) (28,394) (1,071,646) (648,019) (1,235,408) (685,234) Cash flow generated by operating activities Net income for the year Adjustment to reconcile net income Deferred income tax Residual value of property and equipment disposals Depreciation and amortization Interest and monetary variations, net of payments Equity in the results of investees Provision for contingencies (Increase) decrease in assets Trade accounts receivable Advances to suppliers and employees Inventories Taxes recoverable Other assets Related parties Judicial deposits Increase (decrease) in liabilities Suppliers Salaries and social security charges Taxes and social contributions payable Other accounts payable Net cash flow used in investing activities 34 Companhia Brasileira de Distribuição Supplemental Information to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated Parent company Consolidated 2002 2001 2002 2001 2,469 9,905 2,469 9,905 2,331,923 (1,612,909) (60,774) 1,718,658 (1,205,995) (80,135) (24,880) 2,297,616 (1,670,661) (60,774) 1,786,982 (1,279,608) (80,135) (24,880) 660,709 417,553 568,650 412,264 81,215 152,590 87,069 156,052 1,110,894 1,029,679 1,029,679 877,089 1,135,158 1,048,089 1,048,089 892,037 Changes in cash and cash equivalents 81,215 152,590 87,069 156,052 Cash flow supplemental information Loans and financings interest paid 356,458 229,437 366,172 236,309 Cash flow generated by financing activities Capital increase Financings Fundings and refinancings Payments Payment of dividends Interest on capital paid Net cash flow generated by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the end of the year Cash and cash equivalent at the beginning of the year 35 Companhia Brasileira de Distribuição Supplemental Information to the Financial Statements at December 31, 2002 and 2001 All amounts in thousands of reais unless otherwise indicated (b) Statement of added value Parent company 2002 Income Sale of goods Write-off of credits Non-operating % 2001 % Consolidated 2002 % 2001 9,439,263 (44,299) 4,652 9,399,616 8,543,616 (48,561) 4,485 8,499,540 11,154,079 (45,400) 4,480 11,113,159 9,532,606 (49,318) 1,851 9,485,139 (6,668,739) (5,930,684) (7,818,951) (6,654,552) (585,881) (648,621) (773,995) (742,373) Gross added value 2,144,996 1,920,235 2,520,213 2,088,214 Retentions Depreciation and amortization (379,934) (306,100) (413,617) (330,756) 1,765,062 1,614,135 2,106,596 1,757,458 351,788 328,377 (16,770) 485,205 (10,357) 438,788 2,995 422,453 Consumable materials acquired from third parties Cost of sales Materials, energy, thirdparty services and others Net added value produced by the Company Received from transfers Equity in the results Financial income Total undistributed added value Distribution of added value Personnel and charges Taxes, rates and contributions Interest and rents Interest on capital and dividends Retention of profits % 2,445,227 100.0 2,082,570 100.0 2,535,027 100.0 2,182,906 100.0 (672,437) 27.5 (579,927) 27.8 (794,992) 31.1 (635,933) 29.1 (765,356) (762,312) 31.3 31.2 (697,283) 33.5 (554,627) 26.6 (701,914) (792,999) 27.5 31.8 (706,373) (589,867) 32.3 27.0 (59,441) 2.4 (60,774) 2.9 (59,441) 2.3 (60,774) 2.8 185,681 7.6 189,959 9.2 185,681 7.3 189,959 8.8 * * 36 * 37