Companhia Brasileira de Distribuição

Consolidated Financial Statements

Years ended December 31, 2017 and 2016

Independent auditor’s report on individual and consolidated financial statements

The Shareholders, Board of Directors and Officers

Companhia Brasileira de Distribuição

São Paulo – SP

Opinion

We have audited the individual and consolidated financial statements of Companhia Brasileira de Distribuição (“Company”), identified as Parent Company and Consolidated, respectively, which comprise the balance sheets as at December 31, 2017 and the statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the year then ended, and the notes to the financial statements, including a summary of significant accounting practices.

In our opinion, the 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, 2017, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended, in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) as 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 ethical requirements provided for in the Code of Ethics for Professional Accountants and in the professional standards issued by Brazil's National Association of State Boards of Accountancy, 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 support our opinion.

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Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 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 on these individual and consolidated financial statements. Therefore, we did not express a separate opinion on these matters. For each matter below, our description of how our audit has addressed the matter, including any comments on the results of our procedures, is presented in the context of the overall financial statements.

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 key audit matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatements 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 individual and consolidated financial statements.

Measurement, recognition and realization of tax credits – State Value-Added Tax – ICMS  

As disclosed in Note 11, the Company records tax credits on the State Value-Added Tax (ICMS) whenever it obtains sufficient evidence to conclude that its tax theses have legal grounds. Such evidence includes i) interpretation of the tax legislation based on an analysis of case law and interpretations of the Brazilian retail market on tax theses, ii) obtaining legal opinion from the Company's external legal advisors on tax theses; and iii) evaluation of the accounting impacts on the measurement and recognition of tax credits in the financial statements. The Company management also analyzes the recoverability of tax credits, based on its monetization plan. As disclosed in Note 11, on December 31, 2017, the balance of ICMS tax credits was R$1,187 million for  the Parent Company and R$1,517 million for Consolidated, net of provision for non-realization, equivalent to 5% and 3% of total assets of the Parent Company and Consolidated, respectively. For the year ended December 31, 2017, credits arising from ICMS under the tax substitution regime, amounting to R$723 million, were recognized, net of provision for non-realization of R$369 million, recorded as reduction of cost of goods sold, in accordance with the accounting practice adopted by the Company. In addition, as described in note 21.3.1, the Company disclosed ICMS credits ranging from R$1,300 million to R$1,850 million, which have not yet met the recognition criteria set forth in CPC 25 – Provisions, Contingent Liabilities and Contingent Assets (equivalent to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets).

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Our audit procedures included: i) evaluation of the design and operational effectiveness of key internal controls implemented by the Company in the tax credit recognition process; ii) involvement of our specialists in indirect tax to assist us in analyzing the legal opinions of external legal advisors and the reasonableness of the tax theses developed by the Company management, as well as in evaluating the assumptions and criteria used in the sales projections of stores and calculation of ICMS debts, considered in the preparation of the annual monetization plan; and iii) involvement of specialists in corporate finance to assist us in evaluating the assumptions and criteria used by the Company Management in preparing financial projections and the potential impact of a reasonable change in such projections on the annual study on tax credit recoverability.

Additionally, we analyzed the adequacy of the disclosure of this matter in Notes 11 and 21.3.1 to the financial statements as at December 31, 2017.

Based on the results of the audit procedures performed on ICMS tax credits, which are consistent with management’s assessment, we consider that the criteria and assumptions relating to the measurement, recognition and recoverability of ICMS tax credits adopted by management, as well as the respective disclosures in notes 11 and 21.3.1, are appropriate, considering the financial statements taken as a whole.

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We considered it a key audit matter due to: i) the high volume of transactions, ii) the risk that the various different conditions negotiated with the suppliers are not identified by the internal controls implemented by management and impact the determination of the amount and timing of recognition of rebates in the financial statements; and iii) the significance of the amounts involved in relation to inventory, cost of goods sold and gross margin balances.

How our audit addressed this matter:

Our audit procedures included: i) evaluating the design and operational effectiveness of key internal controls implemented by the Company in the procurement and commercial agreement processes, and in determining the time of recognition of the rebates amounts; ii) testing on a selected sample of commercial contracts and agreements entered into with suppliers, focusing on identifying whether the conditions set forth in such contracts and agreements have been complied with, and on determining the amounts recognized by the Company on an accrual basis; iii) sending of confirmation letters for a sample of contracts and agreements entered into with suppliers, in order to validate their existence; and iv) specific subsequent collection tests for a sample of rebates amounts recorded by the Company.

Additionally, we analyzed the adequacy of the disclosures made by the Company about this matter in Notes 10 and 16 to the financial statements as at December 31, 2017.

Based on the results of our audit procedures, which are consistent with the management’s assessment, we considered appropriate the policies relating to the identification, recognition and measurement of rebates provided for in contracts with suppliers to support the information included in the financial statements taken as a whole.

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On November 23, 2016, the Board of Directors authorized the beginning of the sale of the interest held by the Company in Via Varejo S.A. and subsidiaries (“Via Varejo”), which resulted in the presentation of Via Varejo’s operations as discontinued operations, and of the related assets as assets held for sale in the financial statements for the year ended December 31, 2016. The disposal process was supported by a formal sale plan, including the identification of potential buyers and the schedule of activities, among other considerations. As disclosed in note 32.2, the selling process had not been completed at December 31, 2017, although the Company management is committed to the sale plan. As a result, the Company maintained the presentation of Via Varejo's operations as discontinued operations, in accordance with the requirements of CPC 31 - Noncurrent Assets Held for Sale and Discontinued Operations (equivalent to IFRS 5 - Noncurrent assets held for sale and discontinued operations).

This matter was considered a key audit matter due to the following aspects: i) at December 31, 2017, in consolidated, the balance of assets held for sale, of R$22,961 million, equivalent to 48% of total assets and liabilities relating to assets held for sale of R$17,824, equivalent to 37% of total liabilities and net income from discontinued operations of R$383 million, equivalent to 44% of net income for 2017, were considered relevant in relation to the financial statements taken as a whole; ii) the measurement of assets held for sale by the lower of their book value and fair value less cost to sell involves significant judgments and estimates by the Company management to determine the recoverable amount of these assets; iii) the presentation of Via Varejo's operations as discontinued operations had a material impact on the consolidated financial statements, including disclosures detailed in the accompanying notes on the statements of financial position, of profit or loss and of cash flows of Via Varejo; and iv) maintaining the presentation of Via Varejo's operations as discontinued operations as at December 31, 2017, even if the sale did not take place within one year, required a higher level of judgment by the Company management in the preparation of the documentation that supports such classification, including considerations regarding the specific requirements of CPC 31 and IFRS 5 for disclosures of this matter in the notes to the financial statements.

How our audit addressed this matter:

Our audit procedures included: i) evaluation of the design and operational effectiveness of key internal controls implemented by the Company on the supervision and monitoring of management on the preparation of the financial statements and determination of amounts relating to Via Varejo's discontinued operations; ii) evaluation of the adequacy of maintaining the presentation of discontinued operations in the financial statements; and iii) involvement of our specialists in corporate finance to assist us in evaluating the assumptions and criteria adopted by the Company to measure the fair value less costs to sell the assets held for sale and determine the recoverable amount of these assets.

Additionally, we analyzed the adequacy of the disclosures made by the Company about this matter in Note 32.2 to the financial statements as at December 31, 2017.

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Annual goodwill impairment test

As disclosed in note 15, the Company has recorded goodwill of R$1,107 million (Consolidated) as at December 31, 2017, which represents 2% of the Company's total assets at that date. Under the accounting practices adopted in Brazil and the IFRS, the Company must test goodwill for impairment on an annual basis in order to determine whether there is any impairment loss.

This impairment test was considered a key audit matter due to significance of the amount involved and to the fact that it was performed based on various assumptions and criteria, including market projections such as growth rates of sales at stores, discount rates and margin estimates to determine the value in use, which are complex and subjective and require use of judgment by the Company management.

How our audit addressed this matter:

Our audit procedures included: i) evaluation of the design and operational effectiveness of key internal controls implemented by the Company in the processes of preparing financial projections and testing goodwill for impairment on an annual basis; and ii) evaluation of the criteria used to identify and measure the recoverable amount of the Company's cash generating units. We involved our specialists in corporate finance to assist us in evaluating the discounted cash flow model and the assumptions and methodologies used by the Company, specifically the growth expectation, discount rate, results and projected margins, comparing them with macroeconomic and industry information, analyst reports and public information of the Company's competitors. We compared the budgets prepared in the prior year with their actual amounts in order to evaluate the historical accuracy of the budgeting process conducted by the Company management. We also focused on the adequacy of the Company disclosures of more sensitive assumptions used in the impairment test, i.e. those more significantly affecting the determination of the goodwill recoverable amount.

Additionally, we compared the recoverable amount determined by the Company management based on the discounted cash flows, per cash generating unit, with the corresponding book value of the goodwill and of other assets of the cash-generating unit, and we evaluated the adequacy of the disclosures in note 15 to the financial statements as at December 31, 2017.

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Tax contingencies assessed as possible losses

As disclosed in note 21, the Company is a party to administrative and legal proceedings arising from various tax contingencies totaling R$11,778 million, which were assessed as possible losses and, therefore, no provision was recorded at December 31, 2017.

We consider it a key audit matter due to the significance of the amounts involved, the degree of judgment by the Company management, supported by the legal opinions of external legal advisors, in determining whether a provision should be recorded, in addition to the complexity of the tax environment in Brazil. In addition, there is a risk that changes in the assessment of the likelihood of loss in tax claims will not be identified on a timely basis and, consequently, will not be reflected in the financial statements.

How our audit addressed this matter:

Our audit procedures included: i) evaluation of the design and operational effectiveness of key internal controls implemented by the Company for the identification, monitoring and evaluation of tax proceedings; ii) sending confirmation letters to external legal advisors, including a comparison of the opinions reported by them on the assessment of the likelihood of loss in these claims with the opinions reported by the Company management; and iii) involvement of tax specialists in the analysis of the reasonableness of the judgments associated with tax contingencies whose likelihood of loss was assessed as possible by the Company management, based on the legal opinions of its external legal advisors.

In addition, we evaluated whether the disclosures for the most significant contingencies were adequately included in Note 21 to the financial statements as at December 31, 2017.

Based on the results of the audit procedures performed on tax contingencies assessed as possible losses, which are consistent with management’s assessment, we consider that the criteria and assumptions relating to the estimated likelihood of loss of the referred to claims, as well as the respective disclosures in note 21, are appropriate, considering the financial statements taken as a whole.

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Statements of value added

The individual and consolidated statements of value added (SVA) for the year ended December 31, 2017, prepared under the responsibility of the Company management, and presented as supplementary information for IFRS purposes, were submitted to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purpose of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria set forth in Accounting Pronouncement CPC 09 - Statement of Value Added. In our opinion, these statements of value added have been properly prepared, in all material respects, in accordance with the criteria set forth in this Accounting Pronouncement, and are consistent with the overall individual and consolidated financial statements.

Audit of individual and consolidated financial statements for the year ended December 31, 2016

The individual and consolidated financial statements for the year ended December 31, 2016, presented for comparison purposes, were audited by other independent auditors, who issued an unmodified opinion on those financial statements on February 23, 2017.

Other information accompanying the individual and consolidated financial statements and the auditor's report

The Company management is responsible for such other information, including the Management Report.

Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of audit conclusion on this report.

In connection with the audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether the report is significantly inconsistent with the individual and consolidated financial statements or with our knowledge obtained in the audit, or otherwise seems to contain material misstatements. If, based on our work, we conclude that there are material misstatements in the Management Report, we are required to communicate this matter. We have nothing to report in this regard.

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Management is responsible for the preparation and fair presentation of these individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal controls as management determines is necessary to enable the preparation of individual and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.

Auditor’s responsibilities for the audit of individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the overall individual and consolidated financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual and consolidated financial statements.

As part of the audit conducted in accordance with Brazilian and International standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

·  Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve override of internal controls, collusion, forgery, intentional omissions or misrepresentations.

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·  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

·  Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

·  Evaluate the overall presentation, structure and content of the individual and consolidated financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the corresponding transactions and events in a manner that achieves fair presentation.

·  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provided those charged with governance with a statement that we have complied with relevant ethical requirements, including those regarding independence, and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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São Paulo, February 19, 2018.

ERNST & YOUNG    

Auditores Independentes S.S.

CRC-2SP034519/O-6

Antonio Humberto Barros dos Santos

Accountant CRC-1SP161745/O-3

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MESSAGE FROM MANAGEMENT

The year 2017 proved challenging, but brought important signs of improvement in the business environment, while GPA continued to build on the efforts that it began three years ago. Although the effects from improving macroeconomic indicators are still incipient, we ended the year with important progress at our business units resulting from the strategic management of our store portfolio, the more pragmatic use of our database and the continued discipline employed in our financial management and streamlining of structures.

The results for the year attest to this effective management: net sales advanced 8.2%(*) to R$44.6 billion, a performance to be celebrated given the still-recessionary economy marked by strong deflation, especially in food categories. Staying focused on higher-return formats through store openings, closures and, especially, conversions, proved the right strategy, which generated profitability gains(**) of 20 bps at Multivarejo and of 140 bps at Assaí.

The Cash & Carry format has been making a strong contribution to this improvement in results, growing 123% in the last three years, with this performance gaining even greater significance once we consider the 6.3% contraction in the country’s GDP during the period. Assaí is Brazil’s fastest growing cash-and-carry chain, according to Nielsen, with gross sales in the year growing 28.0%(*) to R$20.1 billion, leveraged by the expansion plan, with a total of 20 store openings in the period, of which 15 were conversions and five new stores. At Multivarejo, which remained heavily affected by food deflation, the highlights were the stable margins at Pão de Açúcar a banner in which we have embarked on an important store renovation project, with 50 units renovated in 2017, and improvement at Extra Hiper driven by the performance of non-food categories. We also ended the year with important market share gains in all measurements conducted by Nielsen during the year.

In our ongoing digital transformation process, we launched the My Discount platform at Multivarejo, which in just seven months already has reached 4 million downloads through the applications of the Pão de Açúcar Mais and Clube Extra loyalty programs. The total base of loyal customers expanded from 12 million to 14 million, with this representing just one phase of a process in which we increasingly want to forge personal relationships with consumers to ensure their needs and convenience. Attentive to the transformations in consumer relations, the Company’s digital transformation process will remain a priority driver in 2018.

GPA’s achievements in 2017 reflect the capacity of our team. In a complex economic environment for the country, we reinforced important pillars in our people management, which led to an increase in the engagement index. Well qualified teams at the company’s many different levels are raising it to the level of excellence, as shown by a study conducted by LinkedIn in 2017 that indicated GPA as the first preference of Brazilian consumers. 

From the standpoint of sustainability, we made important advances in the issues of cultural and social diversity, with the realization of our first Diversity Week, in which we debated viewpoints on diversity in the corporate and retail environment. At the event, we signed the “10 Commitments to LGBT Rights,” which we consider an important advance in the promotion of gender equity at GPA. All initiatives remain closely aligned with the principles of the United Nations Global Compact.

The results achieved in the last year demonstrate the scale of the deliveries defined in our strategic planning. All of what we have accomplished so far and what we are planning for 2018 leave us feeling more confident, believing in a recovery in the country’s macroeconomic scenario. We maintain our commitment to the continued sustainable growth of our businesses, with a total focus on our customers and best management practices in all of our businesses.

(*) Growth adjusted by calendar effect. (**) EBITDA adjusted by Other Operating Income and Expense and non-recurring effects on gross margin.

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INDEPENDENT AUDITORS

The individual and consolidated financial statements of GPA were reviewed by Ernst & Young. The hiring of independent auditors is based on principles that safeguard the independence of the auditor, which are: (a) auditors may not audit their own work; (b) auditors may not exercise managerial functions; and (c) auditors should not advocate on behalf of GPA or provide any services that may be considered prohibited by the regulations in force.

In compliance with Instruction 381/03 issued by the Securities and Exchange Commission of Brazil (CVM), we hereby declare that, for the fiscal year ended December 31, 2017, E&Y did not provide any services other than those related to the independent audit.

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Report of the Audit Committee - Fiscal year 2017

Introductory remarks

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

Such Committee is currently composed of three members; two of them were elected on May 9, 2016, while one of them was elected on July 27, 2016. All of them have a unified term of office of two years, and may be reelected. All members are independent, and two of them also hold the position of Director in the Company. The Audit Committee members are elected by the Company's Board of Directors based on the set forth in the applicable laws and regulations, as well as international best practices.

With the resignation of an external member on December 15, 2017, the appointment of a substitute is being considered.

On April 26, 2017, at the request of the Company's minority shareholders, a Fiscal Council was established.

Duties and Responsibilities

Company's Management (Board of Officers, or "Direx")

The Company's Management is responsible for determining and implementing processes and procedures to collect data to prepare its financial statements in compliance with the Brazilian corporations act, the accounting practices adopted in Brazil, in addition to the standards issued by the International Accounting Standards Board (IASB), the relevant regulatory acts of the Brazilian Securities and Exchange Commission, and be listed on the New York Stock Exchange, the standards set by the US Securities and Exchange Commission (SEC) and the Sarbanes-Oxley Act (SOx).

The Management is also responsible for the processes, policies and internal control procedures to ensure the safeguarding of assets, the timely recognition of liabilities and the elimination of risk factors or the mitigation thereof to acceptable levels.

Risk Area

The Board in charge of managing risks has as mission to identify and monitor, together with the business areas, the main risks that could jeopardize the Company's strategies in achieving its goals, structuring the process to manage such risks and to mitigate their impact on operations. This area also provides the Management with support to manage strategic risks in order to ensure that they are kept at acceptable levels.

At the end of 2016, after an adequacy of the organizational structure, the Risk Area was reassigned to the Internal Audit Board of Officers; the Internal Controls area came under the management of the Accounting Department, and the Compliance area is now integrated with the Corporate Governance Management.

Internal Auditors

The Internal Audit is responsible, in addition of monitoring the Risk Area, for checking both the quality of the Company's internal control systems and the compliance with policies and procedures determined by the Management, including those controls adopted in the main accounting records used for preparing financial reports. For that purpose, the Internal Audit develops its activities widely and independently focusing particularly the areas and activities having the most sensitive risks to operations. The Internal Audit submits to the Audit Committee for review and discussion their work plans, training programs, and conclusions of audits performed.

Independent Auditors

The Independent Audit that conducts the examination of the Company's Financial Statements as of December 31, 2017 is EY Brasil ("EY"), which is responsible for examining such statements with a view to issuing a report containing an opinion on their adherence to the applicable standards. As a result of their work, the Independent Auditors also issue a report with recommendations for accounting procedures and internal controls to be adopted by the Company, without prejudice to other reports prepared thereby, as the special reports of the quarterly financial statements. EY is also responsible for auditing the internal controls as required by the Sarbanes-Oxley Act (SOx).

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Audit Committee

According to the provisions of paragraph 3, Article 20 of the Company's Bylaws and also of Article 13 of the Audit Committee's Internal Regulations (available at www.gpari.com.br), among the main functions of this body are to ensure the quality and integrity of the accounting and financial statements, and also the Management's Report, to ensure the compliance with legal and regulatory requirements, the performance, independence and quality of work of both the Independent Auditores and the Internal Auditors, the quality and effectiveness of internal control systems, evaluation and monitoring of risks, to take notice and review the adequacy of the Board's annual report to be submitted with the financial statements. In addition, the Audit Committee is responsible for verifying, within the limits determined by the Company, whether or not transactions with related parties are proposed to the Board of Directors in adherence to the policies so defined. The Committee also reviews the 20-F Form and the Reference Form in what falls within its responsibilities.

In addition to the responsibilities mentioned above, the Internal Regulation also provides for the monitoring of the Company's suitability to Brazilian Law 12.846/13, as well as its control mechanisms and verification of compliance thereof. 

The Audit Committee bases its judgment and forms its opinions, considering the information received from the Management, the presentations made about information systems, financial statements and internal controls, as well as the results of the work performed by the Accounting Board (which, in addition of taking care of the issues of its own, is also responsible for the Internal Controls area), Legal (Counsel) Board, Internal Audit (which, in addition to its own affairs, is also responsible for the Risk Area), and Independent Auditors.

Audit Committee's Activities in 2017

The Audit Committee met on 14 regular sessions, in which 78 meetings were held with members of the senior Management, internal and independent auditors, and other members of the Company's Management. The Audit Committee, whether jointly or individually through its members, held dedicated sessions with the Officers responsible for the Company's Business Units. The Audit Committee's Coordinator, who is also a member of the Board of Directors, periodically reported the main topics discussed at those meetings to the other members of the Board of Directors at their regular meetings.

The Company's Audit Committee members take turns to attend the meetings of the Fiscal Council of Via Varejo S.A. as permanent guests, in the capacity of observers (as defined by the Brazilian Corporations Act), seeking to keep informed and updated on relevant issues concerning the financial statements and/or internal controls of the Company, in particular the issues that should be considered upon receipt of the financial and accounting data of that subsidiary of the Company for equity purposes and accounting consolidation. Such Committee's Coordinator meets regularly with the Internal Audit Director of Casino Group, based in France.

Beginning in 2017, the members of the Fiscal Council usually take part in the Audit Committee's meetings, in which quarterly or annual Financial Statement issues are discussed, as well as issues related to the corresponding audits performed by EY.

Meetings with the Management (Officers)

The Committee met in 2017 with the Officers and their corresponding teams to discuss the structures and operations of all areas, their work processes, any weaknesses found in the control systems, mitigating mechanisms in place and improvement plans.

Among the issues that required more attention of the Committee are the following:

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·         Contingencies and Allowances

Throughout the entire year 2017 the Audit Committee monitored the amounts of allowances connected to lawsuits and administrative procedures involving the Company. The Committee has also monitored the implementation of an action plan established by the General Counsel, aiming at adopting more efficient and modern systems and processes to monitor lawsuits in which the Company is a party. Accordingly, the Audit Committee monitored, along with the Legal Department (i.e., the General Counsel), the progress of the implementation of a new system (including software) for an optimized management of the Company's lawsuits and administrative procedures. Such new system will enable closer control of allowances and review of the base of lawsuits/procedures, with the potential of generating reductions in the amounts involved. Such system was submitted to the Internal Audit's analysis during the fourth quarter of 2017, and then some opportunities for improvement in its management and operationalization were found, which resulted in a diagnosis; so, the Committee recommended that the Company should study the need to review the procedures currently used for making allowances connected to labor and civil cases. The evolution of such issue will be monitored by the Audit Committee in 2018.

Still on the subject, in view of the significant increase in the volume of labor claims in court, and in order to assess whether the relevant allowances are in line with such new reality, the Audit Committee recommended to the Legal, Labor and Human Resources teams of Multivarejo, which is the Business Unit managed by the Company that is the one most affected by the increase in the number of labor claims, to discuss the main causes and the rationale of the labor lawsuits involving the Company and the corresponding action plans developed by the Human Resources area aiming at reducing the number of new labor claims. The main conclusion of such debate is the intrinsic relationship between the increase in the number of new labor lawsuits and the challenging macroeconomic scenario experienced in Brazil over the last years. The risk rating criteria to define whether it is required or not to make allowances had already been reviewed in 2016, and the adjustments required at that time have already been implemented.

The Committee continued monitoring the developments of the arbitration procedure initiated at the request of Morzan Empreendimentos e Participações Ltda., the accounting allowance effects of which were monitored by the Committee.

In addition, during year 2017 the Committee kept special attention to the progress of tax claims and other related risks involving the lease by the Company of goodwill owned by third parties.

·         Transactions with Related Parties

Pursuant to the procedures and responsibilities described in the Policy on Transactions with Related Parties, the Audit 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. Furthermore, as requested by the Company's Board of Directors and according to the Policy for Transactions with Related Parties, the Committee reviewed and discussed the procedures for approvals of transactions in force that have a continuous basis.

·         Information Technology and Security

The Committee kept giving priority to monitor the progress of processes and controls involving information technology issues to become aware of the action plans in the long and medium terms aiming at improving IT governance. In this sense, the Committee kept informed about the development of the IT governance theme at corporate level, with various interactions being carried out between the members of the Audit Committee and the Company's Management, which presented, among other topics, the new organizational structure of the Information Technology Board in the scope of the Vice-Presidency of Management and People, and the global strategy of the Information Technology Board for the next three years. Despite the improvements that took place, the issue, due to their sensitivity and relevance to the Group's business, deserves and will continue to be monitored by the Audit Committee over the next few years.

In addition to the IT governance issue at corporate level, the Audit Committee also closely monitors the IT asset obsolescence rates and the corresponding investments therein made by the business units, being highlighted a mapping of all equipment that must be replaced, which resulted in a schedule prepared to replace such obsolete equipment as certain equipment are associated with the improvement actions planned for the Company's technological park.

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In addition, the Committee monitored the process of auditing the internal controls related to the issue of Information Security.

·         Human Resources area

At the beginning of 2017 the Committee followed up the implementation and completion of the new system of management and control of information on employees of the entire Pão de Açúcar Group (GPA), which enabled a better control of aspects connected to employment history and documentation of its associates, improving the People Management processes, in addition to assisting the General Counsel in obtaining data and grounds for labor claims in court.  Once the implementation of such system was completed, the Committee focused on monitoring the operation of the system after its implementation, in addition to monitoring the adaptation of such system to the new requirements of e-Social (an integrated system for Brazilian employers to comply with all labor-related obligations).

·         Accounting

With the Accounting Board, the Committee has reviewed and discussed with the Management, prior to the release of quarterly results and the results for the fiscal year ended on December 31, 2017, the information contained in the Financial Statements and the Notes thereto, and the Independent Auditors have always followed it up.

Furthermore, the Committee kept following up in 2017 the implementation of a system designed to consolidate the Company's financial information. In this regard, the Committee monitored the development of the corresponding system with the Accounting Board, as well as the adoption of improvements based on the original plan presented in 2014, in line with the Management's planning, so that its completion is expected in the course of year 2018.

In spite of a reduction already experienced in the total volume of manual entries, this subject continues to be constantly monitored by the Audit Committee.

Other aspects that have also been discussed were the ones related to the new accounting pronouncements harmonized with the IFRS (International Financial Reporting Standards) that should be adopted by the Company in the coming years (Translator's Note: in 2007 the Brazilian Law 11.638 of Dec. 28, 2007 brought significant changes for the whole Brazilian accounting system, as it started to demand that the Brazilian accounting standards are harmonized with the internacional accounting standards, aiming at an improved transparency and honesty of financial reporting in general), namely IFRS 9 (Financial Instruments), IFRS 15 (Revenue Recognition) and IFRS 16 (Leases). Together with the Accounting Board, the Audit Committee analyzed and discussed the potential impacts that will result from the application of such IFRS pronouncements in the Company's financial reporting. To the extent that part of IFRS pronouncements will become effective and required as of January 1st, 2018, the Audit Committee will continue to monitor this issue over 2018.

·         Tax Issues

The Committee kept monitoring over year 2017 the development of the system for controlling taxes on purchases, transfers, and sales, which includes an action plan aiming at implementing systemic solutions and the review/creation of processes to standardize and organize the generation of information connected to tax rules, product payment, calculation of taxes, accounting inventory management, and basic registration data. The Committee was informed that the agenda to implement such system began in 2017 and should be extended by mid 2019, as the implementation will be carried out gradually.

In addition, during year 2017, the Audit Committee discussed with the Company's Management about the monetization/realization methodology of tax credits, as well as it monitored on a quarterly basis the compliance with the credit consumption schedule. In particular, the Audit Committee focused on the analysis of the speed of monetization/realization of ICMS tax credits generated in the performance of the Company's and Via Varejo's main activity by virtue of the monetization/realization plan set by the Management of both companies. In this regard, the Audit Committee was informed that a unified tax credit monetization/realization corporate policy is being prepared.

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·         Property Management Activities ("GPA Malls")

The Audit Committee followed up the work carried out by the team of GPA Malls, especially the risk management efforts ascribed to such team, monitoring the implementation of the actions required to mitigate such risks. In addition, the Committee dealt with the staff of the main lawsuits faced by the Company with respect to real estate issues and the strategies adopted to conduct them.

·         Activity of Wholesaler ("Assaí")

The Committee met with the Chief Executive Officer and the Chief Financial Officer of Assaí to discuss the suitability of the process of obtaining and maintaining all the varied permits from the public authorities for the stores to operate, as well as the procedures adopted by the company for contracting and managing service providers, especially regarding new stores inaugurated in the scope of the expansion project of the Assaí Business Unit.

·         Business Continuity Planning (BCP)

The Committee monitored the efforts undertaken by the Company in the event of a fire at the Distribution Center 02 on December 27, 2017 and ensured that all appropriate measures and initiatives were taken in a timely manner.

Compliance

The Committee supervised the activities of the Company's Compliance area (from mid-2017 onwards under the management of the Corporate Governance and Compliance Board), treating with a particular strictness the compliance with the Brazilian Anti-Corruption Act (Brazilian Law No. 12,846).

The process of implementing the Company's Compliance Program (as provided for in Law 12,846 - the Brazilian Anti-Corruption Act) carried out by the Company has been completed, with the follow-up of the Audit and Corporate Governance Committees, which have analyzed and discussed all the procedures to be implemented and the corresponding controls.

Thus, since the beginning of 2017 the Audit Committee became the one responsible for monitoring the evolution of such Compliance Program directly and exclusively, in accordance with its Internal Rules.

Risk Management and Internal Controls

O Committee kept supervising constantly the works carried out by the responsible area over year 2017, especially from the second half of the year, aiming at monitoring any significant deficiencies that might arise regarding the financial statements for the period ended on December 31, 2017. Accordingly, throughout year 2017 the Audit Committee monitored and made recommendations about the following topics:

- Company's internal policies and regulations/codes, such as the insurance policy, policy for hiring external auditors, and letter of internal controls;

- Company's procedures for full compliance with the Sarbanes-Oxley legislation requirements;

- Receipt of periodic reports sent to the Company by public agencies responsible for regulating the securities exchange markets, as well as the corresponding answers given thereto, regarding matters within the Audit Committee's competence.

Lastly, the Committee also followed up more closely the work of the Risk team about the new risk management cycle for year 2017, approaching in its analysis the main risks mapped for each of the business units and for the Company as a whole. The result of such analysis was discussed by the Company's Board of Directors, which defined the priority risks to be monitored by both governance areas. For such purpose, a meeting agenda was established for 2018 to present the mitigation actions adopted by the Company's management regarding prioritized risks.

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Independent Auditors

Among the work performed by the Independent Auditors which had the strict supervision and monitoring of the Committee, it is worth highlighting the analysis and debate on the review of the draft of the financial statements before being disclosed to the market, with the examination and discussion of the implementation of the recommendations and suggestions made by the Independent Auditors.

Furthermore, the Committee held discussions with the Independent Auditors on fraud risk management, in particular on the financial statements, transactions with related parties, and unusual transactions.

The Committee has also followed up the work of the Independent Auditors regarding the review of the Company's internal controls, and to resubmit the financial statements for the period ended on December 31, 2015 and the quarterly accounting information for the first, second, and third quarters 2015, and first quarter 2016.

Finally, in order to address the demands raised by Committee members from the assessment of the Independent Auditors' performance that they carried out, the Independent Auditors held special meetings with the Committee to discuss specific topics such as Information Technology, Tax matters and Internal Controls.

Internal Auditors

The Committee had an intensive and constant interaction with the Company's Internal Auditors, who attended much of the Committee meetings during year 2017.

The Audit Committee discusses the Internal Audit's Annual Work Plan, any special work required, the professional training programs of the technical team, the corresponding composition and qualification thereof, and the results of each audit work performed. The Audit Committee receives the reports and descriptions of all corrective actions recommended for those topics of Internal Audit that require a longer implementation term.

Whistle-blowing Channel

Representatives of the Internal Audit team have also submitted to the Audit Committee members periodic reports of complaints made by whistle-blowers and received by the Company through the proper internal communication channel (Ombudsman) confidentially and without identifying any whistle-blower. In this sense, in addition to examining the concrete case subject of the complaint itself, the responsible persons analyzed and discussed the flows to investigate such claims and whistle-blowing, the results of investigations and the measures to be taken in the case such events are confirmed, as well as the financial impacts of each confirmed wrongdoing.

Performance Assessment

Every year the Audit Committee carries out a self-assessment of its performance, as it also assesses the performance of both the Internal and Independent Auditors. Such assessments find improvement points and the corresponding action plans, which are reported to the Board of Directors.

Discontinued Operations

The Audit Committee has been following up the discussions involving the Company's divestiture plans in Via Varejo S.A. and its implications for financial reporting purposes.

Recommendations from the Audit Committee

The Committee recommends to the Executive Officers the following actions:

- Reviewing one more time whether it is convenient or not, from the point of view of organizational structure, to establish a separated Board of Risks, Compliance, and Internal Controls, which would report to the Company's CEO.

- Systematically monitor the improvements sought by the Legal Department in the management of the Group's administrative procedures and lawsuits (of civil, labor and regulatory nature).

- Considering and discussing measures for review, modernization and centralization of corporate IT management covering all business units.

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- Systematically monitoring all steps from the start to their completion and effective implementation of the Group's consolidated budget and financial information system, when such project is resumed.

- Taking the due measures to complete the current project phase of the system for controlling taxes on purchases, transfers, and sales, so that such system can be implemented in a timely manner.

- Complete the studies aiming at the adoption of a corporate policy of monetization of unified tax credits.

Conclusion

The Audit Committee is of the opinion that all items featured in the "Recommendations" section hereinabove whose Action Plans are still in progress were subject of and surrounded by satisfactory mitigative procedures aiming at minimizing any Internal Controls risks that might impact the Company's Financial Statements as of December 31, 2017.

The Audit Committee understands further that all relevant facts which came to its knowledge as a result of the works performed as described in this Report are properly disclosed in the Management's Report and the audited Financial Statements as of December 31, 2017; accordingly, the Audit Committee recommends the approval thereof by the Board of Directors.

São Paulo (SP, Brazil), February 16th, 2018.

Luiz Nelson Guedes de Carvalho, Coordinator of the Committee and Accounting, Financial and Audit Specialist, and Representative of the Board of Directors in the Audit Committee.

Celso Clemente Giacometti.

Eleazar de Carvalho Filho, Representative of the Board of Directors in the Audit Committee.

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Management statement on the financial statements

In accordance with the item V of article 25 of Instruction CVM no. 480, of December 7, 2009, the Directors stated that have reviewed, discussed and agreed with the Company´s Financial Statement related to the year ended December 31, 2017, authorizing the conclusion on this date.

São Paulo, February 19, 2018.

Directors

Ronaldo Iabrudi

President

Christophe José Hidalgo

Vice President of Finance

Daniela Sabbag

Investor’s relationship Director

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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, 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 December 31, 2017, issued on this date.

São Paulo, February 19, 2017.

Directors

Ronaldo Iabrudi

President

Christophe José Hidalgo

Vice President of Finance

Daniela Sabbag

Investor’s relationship Director

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FISCAL COUNCIL’S REPORT

The Company’s Fiscal Council, in compliance with legal and statutory requirements, has examined the Management Report and the Financial Statements for the year ended December 31, 2017. Based on the examinations made, considering also the opinion of the independent auditors – ERNST & YOUNG Auditores Independentes S.S. – dated February 19th, 2018, as well as on the information and clarifications received during the year, the Fiscal Council states that such documents are in conditions to be submitted for the appreciation of the General Meeting of Shareholders.

São Paulo, February 19th, 2018.
 
Fernando Dal-Ri Murcia
Chairman

Eduardo Flores
Board Member

Gerlando Lima
Board Member

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Companhia Brasileira de Distribuição

Balance Sheets

December 31, 2017 and 2016

 (In millions of Reais)

The accompanying notes are integral part of these financial statements.

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Companhia Brasileira de Distribuição

Balance Sheets

Years ended December 31, 2017 and 2016

(In millions of Reais)

The accompanying notes are integral part of these financial statements.

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Companhia Brasileira de Distribuição

Statements of Operations

Years ended December 31, 2017 and 2016

 (In millions of Reais)

The accompanying notes are integral part of these financial statements.

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Companhia Brasileira de Distribuição

Statements of Comprehensive Income

Years ended December 31, 2017 and 2016

 (In millions of Reais)

The accompanying notes are integral part of these financial statements.

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Companhia Brasileira de Distribuição

Statements of Changes in Shareholders' Equity

Years ended December 31, 2017 and 2016

 (In millions of Reais)

The accompanying notes are integral part of these financial statements.

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Companhia Brasileira de Distribuição

Statements of Changes in Shareholders' Equity

Years ended December 31, 2017 and 2016

 (In millions of Reais)

The accompanying notes are integral part of these financial statements.

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Statement of Cash Flows

Years ended December 31, 2017 and 2016

(In millions of Reais)