FORM 6-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of October, 2020

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
     Brazil     
(Address of Principal Executive Offices)

        (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

Form 20-F   X   Form 40-F       

        (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):

Yes ___ No   X  

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  

Companhia Brasileira de Distribuição   Consolidated Financial Statements Years ended December 31, 2019 and 2018

A free translation from Portuguese into English of Independent Auditor’s Report on Individual and Consolidated Financial Statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)

INDEPENDENT AUDITOR’S REPORT ON INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

The shareholders, board and management of

Companhia Brasileira de Distribuição

São Paulo – SP

Opinion

We have audited the individual and consolidated financial statements of Companhia Brasileira de Distribuição (the “Company”), identified as Parent Company and Consolidated, respectively, which comprise the statements of financial position as at December 31, 2019, and the statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Companhia Brasileira de Distribuição as at December 31, 2019, and its individual and consolidated financial performance and cash flows for the year then ended, in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the individual and consolidated financial statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants, the professional standards issued by Brazil’s National Association of State Boards of Accountancy (CFC) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

Restatement of the financial statements

We draw attention to Notes 2 and 4.6 to the financial statements as at December 31, 2019, which have been adjusted and are being restated to reflect the conclusion of the purchase price allocation process for the acquisition of Almacenes Éxito S.A. and the correction of errors described in these notes. On March 27, 2020, we issued an unmodified audit report on the Company's financial statements, which are now being restated. Our opinion remains unmodified, since the financial statements and the prior-year corresponding figures have been adjusted retrospectively.

Restatement of corresponding figures due to adoption of accounting pronouncement

As mentioned in Note 4.3, in connection with the adoption of Accounting Pronouncement NBC TG 06 (R3) – Arrendamentos (equivalent to IFRS 16 – Leases), the prior-year corresponding figures, presented for comparison purposes, have been adjusted and are being restated as provided for in Accounting Pronouncement NBC TG 23 (R1) – Políticas Contábeis, Mudança de Estimativa e Retificação de Erro. Our opinion has not been modified with respect to this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter, including any commentary on the findings or outcome of our procedures, is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the individual and consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Realization of tax credits – State Value-Added Tax – ICMS

As at December 31, 2019, tax credits relating to the State Value-Added Tax (ICMS) totaled R$1,420 million and R$2,621 million in the Individual and Consolidated financial statements, respectively, as disclosed in Note 10 to the financial statements as at December 31, 2019. The annual recoverability analysis of ICMS tax credits was significant for our audit, because (i) the amounts are significant in relation to the individual and consolidated financial statements as at December 31, 2019 and (ii) the preparation of this analysis involves judgment by the Company’s management in determining the projections of future ICMS debits in its operations, including in considering special tax regimes. Such projections may be affected by future market and economic conditions.

How our audit addressed this matter:

Our audit procedures included, among others: i) understanding the process implemented by management for the preparation of the annual recoverability analysis of tax credits, including assessment of the design and operating effectiveness of internal controls implemented by the Company for this annual process and for the preparation of projections used by management; (ii) assessing the reasonableness of the data used in the preparation of the annual recoverability analysis of tax credits, including the mathematical accuracy of calculations included in that analysis; and iii) involving our indirect tax specialists to assess the application of the tax legislation and special tax regimes in the projections used for the annual recoverability analysis of tax credits.

Additionally, we analyzed the adequacy of the disclosures in Note 10 to the financial statements as at December 31, 2019.

Based on the results of the audit procedures performed on the annual recoverability analysis of tax credits, which are consistent with management’s assessment, we consider that the criteria and assumptions adopted by management relating to such recoverability analysis, as well as the respective disclosures in Note 10, are appropriate, in the context of the financial statements as a whole.

Tax contingencies with likelihood of loss assessed as possible

As disclosed in Note 22.6 to the financial statements as at December 31, 2019, the Company is a party to administrative and legal proceedings arising from various tax contingencies totaling R$10,829 million, for which no provision was recorded as at December 31, 2019, since the likelihood of loss was assessed as possible based on information available at that date.

The Company’s management uses significant judgment to determine whether the technical arguments used by the Company are more likely than not to prevail in court, given the complexity of the Brazilian tax environment and lack of case law for certain tax matters. In this assessment, the Company management is assisted by outside legal advisors.

Management’s assessment of the likelihood of loss in tax contingencies was significant to our audit, since it is complex and involves significant judgment based on interpretations of the tax legislation and legal rules.

How our audit addressed this matter:

Our audit procedures included, among others: i) understanding the process implemented by management, including an assessment of the design and operating effectiveness of internal controls implemented by the Company for the identification, monitoring and assessment of tax contingencies, in order to determine whether the technical arguments used by management are more likely than not to prevail in court; ii) obtaining confirmation letters directly from the Company’s outside legal advisors and using our knowledge of and experience in the application of the tax legislation by the tax authorities to evaluate the judgments made by the Company’s management regarding tax contingencies; and iii) involving our tax specialists to evaluate the technical arguments presented by management and assessing a sample of legal opinions or advice from outside advisors obtained by the Company.

Additionally, we evaluated whether the disclosures made by the Company for the most significant tax contingencies had been adequately included in Note 22.6 to the financial statements as at December 31, 2019.

Based on the results of the audit procedures performed on the judgments and assessments of the likelihood of loss in tax contingencies assessed as possible loss, which are consistent with management’s assessment, we consider that the criteria and assumptions adopted to determine the likelihood of loss in such tax contingencies, as well as the respective disclosures in Note 22.6, are appropriate, in the context of the financial statements as a whole.

First-time adoption of new accounting practice – IFRS16/NBC TG 06 (R3) – Leases

As disclosed in Notes 4.3 and 23 to the financial statements as at December 31, 2019, on January 1, 2019, the Company adopted the new accounting pronouncement NBC TG 06 (R3) – Arrendamentos, which is equivalent to the IFRS 16 – Leases issued by the International Accounting Standards Board (IASB), based on the full retrospective approach. This adoption resulted in the recognition in the opening statement of financial position at January 1, 2018 of right-of-use assets and lease liabilities amounting to R$3,316 million (R$4,154 million in consolidated) and R$4,331 million (R$5,267 million in consolidated), respectively.

The adoption of IFRS16/NBC TG 06 (R3) was significant for our audit, since it involved significant judgment by the Company’s management in determining the incremental borrowing rate and the lease contract terms, which are key estimates used to estimate right-of-use assets and lease liabilities. Changes in these estimates may have significant impacts on the amounts recognized by the Company.

How our audit addressed this matter:

Our audit procedures included, among others: i) understanding the process implemented by management, including an assessment of the design and operating effectiveness of internal controls implemented by the Company for the process related to the adoption of IFRS16/NBC TG 06 (R3); ii) evaluating the Company’s accounting practices to determine lease terms; iii) involving our corporate finance specialists in assessing the criteria and assumptions used by the Company management in determining the incremental borrowing rate; iv) selecting a sample of lease contracts to assess the mathematical accuracy of the amounts of right-of-use assets and lease liabilities determined by the Company based on information contained in the contracts; and v) testing the integrity and accuracy of the data used in the calculations made by the Company’s management.

Additionally, we evaluated whether the disclosures made by the Company referring to the adoption of IFRS16/NBC TG 06 (R3) had been adequately included in Notes 4.3 and 23 to the financial statements as at December 31, 2019.

Based on the results of the audit procedures performed on the adoption of IFRS16/NBC TG 06 (R3), which are consistent with management’s assessment, we consider that the criteria and assumptions adopted by management, as well as the respective disclosures in Notes 4.3 and 23, are appropriate, in the context of the financial statements as a whole.

Business combination

As disclosed in Note 13 to the financial statements as at December 31, 2019, the Company acquired, on November 27, 2019, the control of Almacenes Exito S.A. for R$9,371 million and recorded this business combination using the acquisition method. The Company recorded a goodwill of R$165 million after the purchase price allocation process.

This matter was significant to our audit due to the judgments involved in identifying and determining the fair value of assets acquired and liabilities assumed and the related purchase price allocation. Additionally, the amounts involved in this allocation process are material in relation to the financial statements as at December 31, 2019.

How our audit addressed this matter:

Our audit procedures included, among others: i) understanding the process implemented by management, including an assessment of the design and operating effectiveness of internal controls implemented by the Company for the business combination process and in determining the purchase price allocation; (ii) performing audit procedures on the opening balances of the acquiree on the acquisition date as part of process to determine the fair value of assets acquired and liabilities assumed, including a review of the alignment of the Company's accounting practices with those of the acquiree; and iii) involving our corporate finance specialists to assist us in assessing the assumptions and methodologies used by management to measure and recognize the fair value of assets acquired and liabilities assumed and of goodwill.

Additionally, we evaluated whether the disclosures made by the Company had been adequately included in Note 13 to the financial statements as at December 31, 2019.

Based on the result of our audit procedures, which is consistent with management's assessment, we consider the accounting policies relating to the Company’s business combination appropriate to support the judgments and information included in the context of the financial statements as a whole.

Other matters

Statements of value added

The individual and consolidated statements of value added (SVA) for year ended December 31, 2019, prepared under the responsibility of Company’s management, and presented as supplementary information for purposes of IFRS, were submitted to audit procedures conducted together with the audit of the Company’s financial statements. To form our opinion, we evaluated if these statements are reconciled to the financial statements and accounting records, as applicable, and if their form and content comply with the criteria defined by NBC TG 09 – Demonstração do Valor Adicionado. In our opinion, the individual and consolidated statements of value added referred to above were prepared fairly, in all material respects, in accordance with the criteria defined in the abovementioned accounting pronouncement, and are consistent in relation to the individual and consolidated financial statements as a whole.

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

Management is responsible for such other information, which comprise 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 assurance conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the individual and consolidated financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of 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 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 the individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole 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 financial statements.

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

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 control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

São Paulo, October 28, 2020

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP034519/O-6

Antonio Humberto Barros dos Santos

MESSAGE FROM MANAGEMENT

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

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

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

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

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

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

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

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

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

With innovation present in our DNA, one year after the commercial partnership with the startup Cheftime, we acquired the foodtech in November 2019 and accelerated its development; we also expanded the James Delivery operation to 19 cities and created Brazil’s first retail coalition program - Stix Fidelidade - in partnership with Raia Drogasil, the leader in the Brazilian drugstore market.

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

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

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

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

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

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

Peter Estermann - Chief Executive Officer

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, 2019, E&Y did not provide any services other than those related to the independent audit.

Report of the Audit Committee - Fiscal year 2019 - Restated 10.28.2020

Introductory remarks

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

The responsibilities and duties of the various governance bodies that interact with the Audit Committee are identified on the Companhia Brasileira de Distribuição Investor Relations portal that can be accessed at the following address: http://www.gpari.com.br/

Audit Committee activities in 2019

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

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

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

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

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

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

Among the topics that will demand more attention from the Audit Committee in order not to contemplate the 2019 fiscal year, the following stand out:

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

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

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

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

In addition, the Committee monitored the consolidation process of the Éxito Group's Financial Statements recently acquired by the Company via a report from the GPA Accounting Department and representatives of the Independent Audit.

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

In addition, during 2019 the Committee members held discussions with the Company about the methodology for monetizing tax credits, as well as kept monitoring, on a quarterly basis, compliance with the credit consumption schedule, with a special focus on the allowance amounts, but also under a proactive bias in generating tax profits for the Company.

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

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

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

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

Self-assessment

The Audit Committee annually carries out a self-assessment of its own performance, as well as evaluating the performance of the Internal and Independent Auditors. These assessments identify points for improvement and corresponding action plans and are reported to the Board of Directors.

Other topics

The Audit Committee was duly informed about the re-issuance of the Independent Auditors' Opinion on March 27, 2020, removing the technical exception of the scope previously contained in the Opinion originally issued, and has no comments on it since it is now an Opinion WITHOUT CHANGES (as known "clean opinion").

It was also informed that the consolidated financial statements are being restated: (i) due to the conclusion of the purchase price allocation process for the acquisition of Éxito described in note 13, as required by CPC 15 / IFRS 3, (ii) Management identified adjustments that impacted balance sheets, income statements and cash flows as of December 31, 2019, as presented in note 4.6 to the consolidated financial statements. There is no impact on the parent company's financial statements.

Finally, the Audit Committee was duly informed about the re-issuance of the Independent Auditors' Opinion and representation of the financial statements due to the conclusion of the allocation of the purchase price of Éxito.

Recommendations by the Audit Committee

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

Conclusion

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

Sao Paulo (SP, Brazil), October 28, 2020.

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

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

Renan Bergmann

Gisélia da Silva

Management statement on the financial statements

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

São Paulo, October 28, 2020.

Directors

Peter Estermann

President

Christophe José Hidalgo

Vice President of Finance

Isabela Cadenassi

Investor’s relationship Director

Management statement on the independent auditor’s report

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

São Paulo, October 28, 2020.

Directors

Peter Estermann

President

Christophe José Hidalgo

Vice President of Finance

Isabela Cadenassi

Investor’s relationship Director

Companhia Brasileira de Distribuição   Balance Sheets December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Balance Sheets December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statements of Operations Years Ended December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statements of Comprehensive Income Years Ended December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statements of Changes in Shareholders' Equity Years Ended December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statements of Changes in Shareholders' Equity Years Ended December 31, 2019 and 2018  (In millions of Reais)

(*) Refers to adjustments to foreign subsidiaries with hyperinflation economy.

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statements of Cash Flows Years Ended December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statements of Cash Flows Years Ended December 31, 2019 and 2018  (In millions of Reais)

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

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição   Statement of Value Added Years Ended December 31, 2019 and 2018  (In millions of Reais)

The accompanying notes are integral part of these financial statements.

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) is engaged in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores especially under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper/Mercado Extra", “Extra Super”, “Minimercado Extra”, “Assai”, and the neighborhood shopping mall brand “Conviva”. The Group’s headquarters are located in the city of São Paulo, State of São Paulo, Brazil.

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

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

The Company’s shares are listed on the São Paulo Stock Exchange (“B3”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”.

The Company is indirectly controlled by Almacenes Éxito S.A., through Wilkes Participações S.A. (“Wilkes”), and its ultimate parent company is Casino Guichard Perrachon (“Casino”), French company listed on Paris Stock Exchange.

The current management of Via Varejo, controlled by GPA until June 2019 occasion that it was fully sold in an auction held in the stock exchange, communicated on November 13th, 2019, that allegations had been brought to their attention, in the end of September and in the beginning of October, 2019, anonymous denunciations of alleged irregularities as the financial statements of that company, which would have led the administration to start private investigations, whose first phase of the work had not found any irregularity, however, the research work continued. Subsequently, on December 12th, 2019, through a Material Fact, Via Varejo communicated that the preliminary investigation had verified alleged indications of accounting irregularities that, eventually, could be related to periods over which the Company was controlling Via Varejo. However, on March 26, 2020, Via Varejo released a new Material Fact informing the conclusion of the investigations and that its effects indicated the need for adjustments in its financial statements for the 4th quarter of 2019, in the approximate amount of R $ 1.169 billion debited to the income statement for the year 2019, which refer to errors in changes in estimates promoted at the discretion of the current management in order to more accurately reflect the risks to which VV is currently subject, that is, situations that denote decisions taken by current management of Via Varejo, after the sale of the company's shares held by Companhia Brasileira de Distribuição, in a B3 auction held on June 14, 2019.

It also indicated that the remaining R$ 20.8 million refer to the effects of alleged frauds identified during said investigation (R$ 13.7 net of income tax), representing 0.7% of VV's net equity on December 31 2018, without specifying the period to which the alleged frauds referred.

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

Companhia Brasileira de Distribuição, on the same date, issued a Notice to the Market reaffirming that it did not follow and did not have access to the results of the private investigations carried out, as well as that it will request access to all supporting documentation of the same to carry out its assessment and take the appropriate measures, having reaffirmed the terms of the Notice to the Market of December 12, 2019, in the sense that at the time when it was the parent company of Via Varejo, all applicable accounting rules and rules were strictly observed, with the best governance practices being observed, as well as that the financial statements of that company were consistently approved, without any reservations, by all its control, inspection and approval bodies, among them, the Financial Committee, the Audit Committee (after its set up), the Permanent Fiscal Council and the Board of Directors. These bodies have always had a significant representation of profissionals nominated and elected by the by the current controlling group of Via Varejo. They were also consistently audited, without any reservations, by the independent auditors of that company and which never came to the attention of GPA or of the members of the management and governance, inspection and internal control of the VV indicated by GPA, any fact that could generate any suspicion or bring any indication of possible irregularities in accounting of Via Varejo.

In conclusion, it was not necessary to register any effect resulting from the investigations in the Company's financial statements.

On December 30, 2019, the Company's shareholders at the Extraordinary General Meeting approved the admission of the Company to the Novo Mercado of B3 SA - Brasil, Bolsa, Balcão (“B3”), the conversion of all preferred shares into common shares, in the proportion of one common share for each preferred share. On February 14, 2020, B3 approved the admission of GPA to the special listing segment “Novo Mercado”. On March 2, 2020 the conversion process of preferred shares into common shares was concluded and GPA started to trade on the Novo Mercado.

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

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

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

The financial statements for the year ended December 31, 2019, as originally issued, was approved by the Board of Directors on February 19, 2020 and restated on March 27, 2020 reflecting the conclusion of the investigation of alleged irregularities in Via Varejo described in note 1.1. These financial statements for the year ended on December 31, 2019 restated were approved by the Board of Directors on October 28, 2020 and reflect the conclusion of the purchase price allocation process for the acquisition of Éxito described in note 13, as required by CPC 15 / IFRS 3, in addition to some adjustments identified by Management in the subsidiaries Sendas and Exito (see note 4.6).

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

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

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

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

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

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

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

Assets (with the exception of deferred income tax and social contribution) that are expected to be realized or that are intended to be sold or consumed within twelve months, as of the balance sheet dates, are classified as current assets. Liabilities (with the exception of deferred income tax and social contribution) expected to be settled within twelve months from the balance sheet dates are classified as current. All other assets and liabilities (including deferred tax taxes) are classified as "non-current".

Deferred tax assets and liabilities are classified as “non-current”, net by legal entity, as provided for in the corresponding accounting pronouncement.

The financial statements are presented in reais, which is the parent company's functional currency. Each entity determines its functional currency and all of its financial transactions are measured in that currency.

The financial statements of subsidiaries located in other countries that use a functional currency other than that of the parent company are translated into reais at the balance sheet date, according to the following criteria:

·            Assets and liabilities, including goodwill and market value adjustments, are translated into reais at the exchange rate on the balance sheet date.

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

·            Income statement and cash flow statement are translated into reais using the average rate, unless significant variations occur, when the rate on the transaction date is used.

·            Equity accounts are maintained at the historical balance in reais and the variation is recorded under the equity valuation adjustments item as other comprehensive income.

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

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

The parent company and its subsidiaries are headquartered in countries whose economies are not hyperinflationary, with the exception of the Argentine economy. As of December 31, 2019, the inflation rate accumulated over the past three years, calculated using different combinations of Consumer Price Indexes in Argentina, has exceeded 100%. GPA has an indirect stake in Libertad, headquartered in Argentina, through its subsidiary Éxito, acquired on November 27, 2019 (see note 13).

The subsidiaries located in Argentina present their financial statements adjusted for inflation in accordance with CPC 42 / IAS 29 - Accounting and Disclosure in Highly Inflationary Economics based on the current cost approach.

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

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

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

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

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

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

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

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

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

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

Balance Sheet

Companhia Brasileira de Distribuição Notes to the consolidated financial statements December 31, 2019 and 2018 (In millions of Brazilian reais, unless otherwise stated)

 

Balance Sheet