Independent auditor s report on individual and consolidated financial statements

Transcription

1 São Paulo Corporate Towers Av. Presidente Juscelino Kubitschek, Vila Nova Conceição São Paulo SP - Brasil Tel: ey.com.br Convenience translation into English from the original previously issued in Portuguese. Independent auditor s report on individual and consolidated financial statements To the Shareholders, Board of Directors and Management of CVC Brasil Operadora e Agência de Viagens S.A. São Paulo - SP Opinion We have audited the accompanying individual and consolidated financial statements of CVC Brasil Operadora e Agência de Viagens S.A. ( Company ), identified as Company and Consolidated, respectively, which comprise the statement of financial position as of December 31, 2017 and the related statements of income, of comprehensive income, of changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting practices. In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of CVC Brasil Operadora e Agência de Viagens S.A. as of December 31, 2017 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 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 and comply 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 support our opinion. Key audit matters Key audit matters are those 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 thereon, and we do not provide a separate opinion on these matters. For each subject below, a 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.. 1 Uma empresa-membro da Ernst & Young Global Limited

2 We have fulfilled the responsibilities described in the section "Auditor's responsibilities for the audit of the individual and consolidated financial statements", including those relating to these key audit matters. Accordingly, our audit included the conduct of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our procedures, including those performed to address the matters below, provide the basis for our audit opinion on the Company's financial statements. Hedge accounting CVC Brasil has transactions in foreign currency as part of its operations (reservations in hotels abroad, tickets to theme parks and shows, etc.) and contracted derivative instruments with the purpose of protecting cash flows from disbursements in foreign currency, which were designated as hedge accounting. The recording of gains and losses considered effective for purposes of hedge accounting is made in equity until the hedged item is recognized in the income statement, i.e. when passengers relating to the hedged transactions are boarded. The gain or loss of each designated instrument is then recognized in profit or loss in the same line of the hedged item, in this case, sales revenue. As disclosed in Note 4.4, the net amount of income tax presented in the statements of changes in equity as of December 31, 2017 is R$2,555 thousand. Due to the complexity of the transaction, the high degree of judgment involved and especially the structure for monitoring currency exposure and the effectiveness test, the matter is significant for the individual and consolidated financial statements. Our audit procedures included, among others: Documentation test on the basis of sampling on the individual transactions that are part of the commitments assumed in foreign currency in the year; Documentation test on financial instruments acquired and for which a hedge accounting structure was designated; Involvement of our subject matter experts in derivative financial instruments in the revision of the concept, methodology, accounting and calculation of the effectiveness of the derivative instruments used for which a hedge accounting structure was designated; and We evaluated the adequacy of the respective disclosures in the individual and consolidated financial statements. 2

3 Based on the result of the audit procedures performed on the transactions involving hedge accounting mentioned above, as well as on the audit evidence obtained that support our tests, including our effectiveness analysis, we consider that the analyses and conclusions prepared by the Company, as well as the related disclosures, are appropriate, in the context of the overall financial statements. Revenue recognition The revenues of the Company are substantially from the intermediation of tourism services and airline ticket services and include amounts from intermediation services based on service contracts with customers. Revenue amounts are recognized when services are rendered - for tourism services, at the time of boarding and for airline ticket services, at the time of intermediation with the customer according to revenue recognition criteria included in Note 22. The Company and its subsidiaries have manual controls and automated controls that are performed daily to record and track revenue recognition. In our view, due to the magnitude of the amounts involved, volume of transactions and nature of its operations, the matter is considered significant for our audit. Our audit procedures related to revenue recognition included, among others: Analysis of the appropriateness of revenue recognition timing for a sample of transactions for the year ended December 31, 2017, considering the effective dates of boarding and sale, as well as discussions on possible variations in the revenue amount recognized in the year, which might depart from our expectations; Testing of the Company's main internal controls related to the risk of service revenue recognition, including controls related to the IT environment and automated controls; Documentation testing on the Company's main contracts entered into in the year, the accounting for and subsequent receipt thereof; Confirmation of balances of trade accounts receivable for transactions associated with credit card companies; and We evaluated the adequacy of the respective disclosures of the Company on the criteria for recognition of revenue and the amounts involved. Based on our auditing procedures, we believe that the entity's revenue recognition policies are appropriate to support the judgments, estimates and information included in the overall financial statements. 3

4 Share-based payment plan Stock option The objective of the Company's share-based compensation plans until 2017 is to grant options to purchase shares issued by the Company to the participants, with the purpose of attracting, motivating and retaining key executives. These plans include stock options based on their period of service provided to the Company. As disclosed in Note 18.b, up to December 31, 2017, the balance of equity related to the vesting period of these options amounts to R$104,994 thousand, while expenses related to the year 2017 amount to R$19,038 thousand. The procedures adopted by the Company's management in relation to the calculations made to evaluate options at fair value include the use of external experts to determine the fair value and respective expenses of the options and were significant for our audit, considering the complexity, subjectivity and high degree of professional judgment associated with the evaluation process. In addition, management decided to file a petition for preliminary injunction to Federal Government due to the possible taxation of the existing plans, since the Company understands that the matter involves contracts of commercial nature, reason why it could not be considered as involving labor compensation. Accordingly, in the last quarter of 2017, upon filing the judicial proceeding, management decided to deposit in court the possible charges (National Social Security Tax - INSS and Withholding Income Tax - IRRF), if the matter is classified as labor compensation. The deposit amounted to R$19,227 thousand at December 31, 2017 and is disclosed in Note 18.b. Our audit procedures included, among others: Documentation test for all new option contracts and contract amendments occurred in the year; Recalculation of the fair value amortization of the options that are recognized in the income statement as an expense over the vesting period; Involvement of our subject matter experts in the evaluation of options while reviewing the concept, methodology, accounting and calculation of the fair value of the options granted; Involvement of our labor experts in evaluating the opinion of the external legal advisors who addressed their judgments and considerations with regard to the nature of the plan and risk assessment and the estimated chances of loss; 4

5 The assessment of the adequacy of the respective disclosures of the Company on share-based payment plans. Based on the results of our audit procedures, we consider appropriate the policies related to the recording and monitoring of the share-based payment plan that support the judgments, estimates and disclosures prepared by management and included in Note 18.b in the context of the overall financial statements. Business combination - Acquisition of Visual and TREND Group In the year ended December 31, 2017, the Company made two business combinations and recorded goodwill in the amount of R$395,350 thousand, as disclosed in Note 9.a and 9.b. Considering that the preliminary allocation process of the assets and liabilities acquired in a business combination is complex and involves a high degree of subjectivity, this matter was considered an important issue in our audit. Our audit procedures included, among others: Use of specialized valuation professionals to assist us in reviewing the assumptions and methodology used by the Company related to the preliminary allocation of assets and liabilities at fair value at the date of acquisition; Evaluation of the date of acquisition and acquisition of control, amount of price effectively paid for goodwill calculation purposes, and tests for the recovery of goodwill generated in these acquisitions; Evaluation of the objectivity, independence and technical capacity of the specialists involved in the preparation of the preliminary evaluation by the external expert; Evaluation of whether the disclosures made by the Company in the Explanatory Note were adequate, about the preliminary allocation and the reasons why the initial accounting of the business combination has not been completed. Based on the result of the auditing procedures carried out, which are consistent with the analyses and estimates prepared by management and its specialists, we consider the assumptions and methodologies, the allocations of goodwill prepared by management and the related disclosures in Note 9 to be adequate, in the context of the overall financial statements. 5

6 Other matters Statement 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's management and presented as supplementary information for IFRS purposes, were subject to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purposes of forming our opinion, we assessed 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 Technical 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 Technical Pronouncement and are consistent with the overall individual and consolidated financial statements. Other information accompanying the individual and consolidated financial statements and the auditor s report The Company management is responsible for 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 assurance thereon. In connection with the audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in so doing, consider whether this report is materially inconsistent with the individual and consolidated financial statements or our knowledge obtained during the audit or otherwise appears to be materially misstated. If, based on our work, we conclude that there is a material misstatement in the Management Report, we are required to report this 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 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. 6

7 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 relating 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 its operations, or has no realistic alternative but to do so. Those charged with governance of Company and its subsidiaries, i.e. Management, Audit Committee and Board of Directors are those responsible for overseeing the 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 not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect material misstatements when they exist. Misstatements can arise from fraud or error and are considered material if, individually or jointly, they could reasonably be expected to influence the economic decisions of users made 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 risks of material misstatements 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 appropriate and sufficient 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. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and its subsidiaries internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. 7

8 Conclude on the appropriateness of 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 substantial doubt as to the ability of the Company and its subsidiaries 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 and 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 and, consequently, 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 provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate all relationships or 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 determined those matters that were of most significance in the audit of the individual and consolidated financial statements for the current year 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, February 7, ERNST & YOUNG Auditores Independentes S.S. CRC-2SP034519/O-6 Anderson Pascoal Constantino Accountant CRC-1SP190451/O-5 8

9 Financial Statements CVC Brasil Operadora e Agência de Viagens S.A. and Subsidiaries December 31, 2017 with Independent Auditor s Report

10 Financial Statements December 31, 2017 Contents Independent auditor s report on individual and consolidated financial statements... 1 Audited financial statements Statements of financial position... 9 Income statements Statements of comprehensive income Statements of changes in equity Statements of cash flows Statements of value added Notes to financial statements... 17

11 Convenience translation into English from the original previously issued in Portuguese. Independent auditor s report on individual and consolidated financial statements To the Shareholders, Board of Directors and Management of CVC Brasil Operadora e Agência de Viagens S.A. São Paulo - SP Opinion We have audited the accompanying individual and consolidated financial statements of CVC Brasil Operadora e Agência de Viagens S.A. ( Company ), identified as Company and Consolidated, respectively, which comprise the statement of financial position as of December 31, 2017 and the related statements of income, of comprehensive income, of changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting practices. In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of CVC Brasil Operadora e Agência de Viagens S.A. as of December 31, 2017 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 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 and comply 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 support our opinion. Key audit matters Key audit matters are those 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 thereon, and we do not provide a separate opinion on these matters. For each subject below, a 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. 1

12 We have fulfilled the responsibilities described in the section "Auditor's responsibilities for the audit of the individual and consolidated financial statements", including those relating to these key audit matters. Accordingly, our audit included the conduct of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our procedures, including those performed to address the matters below, provide the basis for our audit opinion on the Company's financial statements. Hedge accounting CVC Brasil has transactions in foreign currency as part of its operations (reservations in hotels abroad, tickets to theme parks and shows, etc.) and contracted derivative instruments with the purpose of protecting cash flows from disbursements in foreign currency, which were designated as hedge accounting. The recording of gains and losses considered effective for purposes of hedge accounting is made in equity until the hedged item is recognized in the income statement, i.e. when passengers relating to the hedged transactions are boarded. The gain or loss of each designated instrument is then recognized in profit or loss in the same line of the hedged item, in this case, sales revenue. As disclosed in Note 4.4, the net amount of income tax presented in the statements of changes in equity as of December 31, 2017 is R$2,555 thousand. Due to the complexity of the transaction, the high degree of judgment involved and especially the structure for monitoring currency exposure and the effectiveness test, the matter is significant for the individual and consolidated financial statements. Our audit procedures included, among others: Documentation test on the basis of sampling on the individual transactions that are part of the commitments assumed in foreign currency in the year; Documentation test on financial instruments acquired and for which a hedge accounting structure was designated; Involvement of our subject matter experts in derivative financial instruments in the revision of the concept, methodology, accounting and calculation of the effectiveness of the derivative instruments used for which a hedge accounting structure was designated; and We evaluated the adequacy of the respective disclosures in the individual and consolidated financial statements. 2

13 Based on the result of the audit procedures performed on the transactions involving hedge accounting mentioned above, as well as on the audit evidence obtained that support our tests, including our effectiveness analysis, we consider that the analyses and conclusions prepared by the Company, as well as the related disclosures, are appropriate, in the context of the overall financial statements. Revenue recognition The revenues of the Company are substantially from the intermediation of tourism services and airline ticket services and include amounts from intermediation services based on service contracts with customers. Revenue amounts are recognized when services are rendered - for tourism services, at the time of boarding and for airline ticket services, at the time of intermediation with the customer according to revenue recognition criteria included in Note 22. The Company and its subsidiaries have manual controls and automated controls that are performed daily to record and track revenue recognition. In our view, due to the magnitude of the amounts involved, volume of transactions and nature of its operations, the matter is considered significant for our audit. Our audit procedures related to revenue recognition included, among others: Analysis of the appropriateness of revenue recognition timing for a sample of transactions for the year ended December 31, 2017, considering the effective dates of boarding and sale, as well as discussions on possible variations in the revenue amount recognized in the year, which might depart from our expectations; Testing of the Company's main internal controls related to the risk of service revenue recognition, including controls related to the IT environment and automated controls; Documentation testing on the Company's main contracts entered into in the year, the accounting for and subsequent receipt thereof; Confirmation of balances of trade accounts receivable for transactions associated with credit card companies; and We evaluated the adequacy of the respective disclosures of the Company on the criteria for recognition of revenue and the amounts involved. Based on our auditing procedures, we believe that the entity's revenue recognition policies are appropriate to support the judgments, estimates and information included in the overall financial statements. 3

14 Share-based payment plan Stock option The objective of the Company's share-based compensation plans until 2017 is to grant options to purchase shares issued by the Company to the participants, with the purpose of attracting, motivating and retaining key executives. These plans include stock options based on their period of service provided to the Company. As disclosed in Note 18.b, up to December 31, 2017, the balance of equity related to the vesting period of these options amounts to R$104,994 thousand, while expenses related to the year 2017 amount to R$19,038 thousand. The procedures adopted by the Company's management in relation to the calculations made to evaluate options at fair value include the use of external experts to determine the fair value and respective expenses of the options and were significant for our audit, considering the complexity, subjectivity and high degree of professional judgment associated with the evaluation process. In addition, management decided to file a petition for preliminary injunction to Federal Government due to the possible taxation of the existing plans, since the Company understands that the matter involves contracts of commercial nature, reason why it could not be considered as involving labor compensation. Accordingly, in the last quarter of 2017, upon filing the judicial proceeding, management decided to deposit in court the possible charges (National Social Security Tax - INSS and Withholding Income Tax - IRRF), if the matter is classified as labor compensation. The deposit amounted to R$19,227 thousand at December 31, 2017 and is disclosed in Note 18.b. Our audit procedures included, among others: Documentation test for all new option contracts and contract amendments occurred in the year; Recalculation of the fair value amortization of the options that are recognized in the income statement as an expense over the vesting period; Involvement of our subject matter experts in the evaluation of options while reviewing the concept, methodology, accounting and calculation of the fair value of the options granted; Involvement of our labor experts in evaluating the opinion of the external legal advisors who addressed their judgments and considerations with regard to the nature of the plan and risk assessment and the estimated chances of loss; 4

15 The assessment of the adequacy of the respective disclosures of the Company on share-based payment plans. Based on the results of our audit procedures, we consider appropriate the policies related to the recording and monitoring of the share-based payment plan that support the judgments, estimates and disclosures prepared by management and included in Note 18.b in the context of the overall financial statements. Business combination - Acquisition of Visual and TREND Group In the year ended December 31, 2017, the Company made two business combinations and recorded goodwill in the amount of R$395,350 thousand, as disclosed in Note 9.a and 9.b. Considering that the preliminary allocation process of the assets and liabilities acquired in a business combination is complex and involves a high degree of subjectivity, this matter was considered an important issue in our audit. Our audit procedures included, among others: Use of specialized valuation professionals to assist us in reviewing the assumptions and methodology used by the Company related to the preliminary allocation of assets and liabilities at fair value at the date of acquisition; Evaluation of the date of acquisition and acquisition of control, amount of price effectively paid for goodwill calculation purposes, and tests for the recovery of goodwill generated in these acquisitions; Evaluation of the objectivity, independence and technical capacity of the specialists involved in the preparation of the preliminary evaluation by the external expert; Evaluation of whether the disclosures made by the Company in the Explanatory Note were adequate, about the preliminary allocation and the reasons why the initial accounting of the business combination has not been completed. Based on the result of the auditing procedures carried out, which are consistent with the analyses and estimates prepared by management and its specialists, we consider the assumptions and methodologies, the allocations of goodwill prepared by management and the related disclosures in Note 9 to be adequate, in the context of the overall financial statements. 5

16 Other matters Statement 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's management and presented as supplementary information for IFRS purposes, were subject to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purposes of forming our opinion, we assessed 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 Technical 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 Technical Pronouncement and are consistent with the overall individual and consolidated financial statements. Other information accompanying the individual and consolidated financial statements and the auditor s report The Company management is responsible for 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 assurance thereon. In connection with the audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in so doing, consider whether this report is materially inconsistent with the individual and consolidated financial statements or our knowledge obtained during the audit or otherwise appears to be materially misstated. If, based on our work, we conclude that there is a material misstatement in the Management Report, we are required to report this 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 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. 6

17 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 relating 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 its operations, or has no realistic alternative but to do so. Those charged with governance of Company and its subsidiaries, i.e. Management, Audit Committee and Board of Directors are those responsible for overseeing the 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 not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect material misstatements when they exist. Misstatements can arise from fraud or error and are considered material if, individually or jointly, they could reasonably be expected to influence the economic decisions of users made 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 risks of material misstatements 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 appropriate and sufficient 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. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and its subsidiaries internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. 7

18 Conclude on the appropriateness of 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 substantial doubt as to the ability of the Company and its subsidiaries 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 and 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 and, consequently, 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 provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate all relationships or 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 determined those matters that were of most significance in the audit of the individual and consolidated financial statements for the current year 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, February 7, ERNST & YOUNG Auditores Independentes S.S. CRC-2SP034519/O-6 Anderson Pascoal Constantino Accountant CRC-1SP190451/O-5 8

19 Convenience translation into English from the original previously issued in Portuguese. CVC Brasil Operadora e Agência de Viagens S.A. Statements of financial position (In thousands of reais) Company Consolidated December 31, December 31, Note Assets Current assets Cash and cash equivalents 5 271,919 34, ,020 55,530 Derivative financial instruments 4.4 1,217-1,389 - Trade accounts receivable 6 1,856,957 1,539,893 2,375,651 1,745,554 Advances to suppliers 7 545, , , ,167 Prepaid expenses 8 287, , , ,117 Recoverable taxes 3,694-8,228 - Accounts receivable - related parties ,495 56, ,421 Other accounts receivable 10,905 5,810 13,040 21,249 3,147,829 2,384,876 3,631,801 2,627,038 Assets of discontinued operations ,001 3,147,829 2,384,876 3,632,800 2,639,039 Noncurrent assets Accounts receivable - acquisition of investee - related parties 20 1, , Prepaid expenses Deferred taxes 16 61,781 53,634 85,756 68,594 Property and equipment 11,879 5,700 28,247 19,720 Intangible assets , , , ,538 Investments , , Other 42,762 23,621 56,116 27,352 Total noncurrent assets 1,014, ,333 1,145, ,390 Total assets 4,162,499 2,995,209 4,778,368 3,328,429 9

20 Company Consolidated December 31, December 31, Note Liabilities and equity Current liabilities Loans and financing 12 64, ,121 94, ,121 Debentures , ,163 - Derivative financial instruments ,050 35,274 14,050 35,274 Trade accounts payable 395, , , ,728 Accounts payable - related parties 20 12,553 27,852 2,653 3,794 Accounts payable - acquisition of investee - related parties 20 90,792 36,140 90,792 36,140 Advanced of travel agreements 21 1,466,372 1,288,154 1,700,823 1,344,977 Salaries and social charges 43,020 36,664 77,902 64,191 Taxes and contributions payable 21,534 9,389 44,269 22,610 Dividends payable 12,237 22,224 12,237 40,032 Accounts payable - acquisition of subsidiary ,073 3,529 4,073 3,529 Other accounts payable 58,518 36, ,352 27,371 Total current liabilities 2,336,919 2,116,743 2,930,450 2,333,767 Liabilities from discontinued operations ,189 2,336,919 2,116,743 2,930,510 2,347,956 Noncurrent liabilities Loans and financing 12 13,712 76,912 13,712 76,912 Debentures , ,831 - Accounts payable for acquisition of investee - related parties ,176 93, ,176 93,797 Provision for administrative and legal proceedings 15 30,597 28,133 50,510 39,514 Accounts payable for acquisition of subsidiary ,013 52,931 58,013 52,931 Other accounts payable - - 1, Total noncurrent liabilities 1,031, ,773 1,053, ,250 Equity Capital , , , ,635 Capital reserve 18 (144,478) 88,823 (144,478) 88,823 Income reserve , , , ,368 Other comprehensive income 2,555 (4,682) 2,555 (4,682) Treasury shares 18 (283) (18,451) (283) (18,451) Equity 794, , , ,693 Noncontrolling interests ,530 Total equity 794, , , ,223 Total liabilities and equity 4,162,499 2,995,209 4,778,368 3,328,429 See accompanying notes. 10

21 Income statements Years ended Company Consolidated December 31, December 31, Note Gross revenue , ,481 1,269,285 1,140,276 Sales taxes (52,550) (47,867) (84,140) (76,347) Net revenue 824, ,614 1,185,145 1,063,929 Operating expenses Selling expenses 23 (151,373) (164,639) (192,261) (185,157) General and administrative expenses 23 (222,342) (170,404) (412,511) (349,258) Depreciation and amortization 23 (39,188) (30,933) (72,207) (60,851) Equity pickup 10 60,303 32, Other operating expenses (35,530) (24,966) (19,194) (29,298) Income before financial income (expenses), net 436, , , ,365 Financial income 32,767 14,199 44,293 19,784 Financial expenses (179,780) (154,650) (192,246) (159,552) Financial expenses, net 19 (147,013) (140,451) (147,953) (139,767) Income before income and social contribution taxes , , , ,598 Income and social contribution taxes 16 (65,940) (73,443) (102,571) (100,202) Current (77,770) (43,066) (123,471) (82,388) Deferred 11,830 (30,377) 20,900 (17,814) Net income from continuing operations 223, , , ,396 Loss after taxes from discontinued operations (1,016) (2,187) Net income for the year 223, , , ,209 Attributable to controlling interests 223, , , ,714 Attributable to noncontrolling interests ,540 19,495 Earnings per share from continued operations - basic (R$) Earnings per share from continued operations - diluted (R$) See accompanying notes. 11

22 Statements of comprehensive income Years ended (In thousands of reais) Company Consolidated December 31, December 31, Net income for the year 223, , , ,209 Cash flow hedge effect 10,965 (11,824) 10,965 (11,824) Deferred income and social contribution taxes (3,728) 4,020 (3,728) 4,020 Comprehensive income to be reclassified into income statement in subsequent years 7,237 (7,804) 7,237 (7,804) Total comprehensive income for the year 231, , , ,405 Attributable to controlling interests 231, , , ,910 Attributable to noncontrolling interests ,540 19,495 See accompanying notes. 12

23 Statements of changes in equity Years ended (In thousands of reais) Note Capital Sharebased payment reserve Capital reserve Treasury shares Goodwill reserve Reserve for acquisition of noncontrolling interests Reserve for results from transactions with shareholders Legal reserve Income reserve Working capital reserve Expansion reserve Retained earnings reserve Additional dividend proposed Retained earnings (accumulated losses) Other comprehensive income Equity Noncontrolling interests Consolidated equity Balances on December 31, ,103 70,331 (5,048) 63,532 18,951 11,062 11, ,006 73,183-3, ,304 92, ,347 Capitalization of goodwill 63, (63,532) reserve 18.a Stock options granted 18.b - 18, ,492-18,492 Treasury shares acquired 18.e - - (14,693) (14,693) - (14,693) Options exercised through disposal of treasury shares 1,290 1,290 1,290 Cash flow hedge effect, net (7,804) (7,804) - (7,804) Net income for the year , ,714 19, ,209 Appropriation of legal reserve 18.c , (33,321) Minimum mandatory dividend (22,224) - (22,224) (21,008) (43,232) Additional dividend proposed (73,183) paid (73,183) (73,183) Additional dividend proposed 18.d Interest on equity 18.d (22,203) - (22,203) - (22,203) Appropriation of working , (33,321) capital reserve 18.c Retained earnings 18.c ,645 - (66,645) Balances on December 31, 281,635 88,823 (18,451) (4,682) 626,693 90, , ,951 44,383 44, ,651 See accompanying notes. 13

24 Balances on December 31, 281,635 88,823 (18,451) (4,682) 626,693 90, , ,951 44,383 44, ,651 Capital increase with issued 15, ,034-15,034 shares 18.a Stock options granted 18.b - 19, ,038-19,038 Effect of treasury shares used - (2,867) 2, in stock options 18.a Options exercised through , ,301-15,301 disposal of treasury shares 18.e Acquisition of noncontrolling 189, (187,604) (104,244) (102,147) interests 9.d Reserve for acquisition of (61,868) (61,868) - (61,868) noncontrolling interests 9.b Cash flow hedge effect, net ,237 7,237-7,237 Acquisition of subsidiaries 9.b Interest on equity 18.d (40,981) - (40,981) - (40,981) Net income for the year , ,892 13, ,432 Appropriation of legal reserve 18.d , (11,195) Appropriation of expansion , (39,881) reserve 18.c Minimum mandatory (12,193) - (12,193) - (12,193) dividends 18.d Appropriation of working , (39,881) capital reserve 18.c Retained earnings 18.c ,762 - (79,762) Balances on December 31, , ,994 (283) - (61,868) (187,604) 30,146 84,264 84, , , , ,685 14

25 Statements of cash flows Years ended (In thousands of reais) Cash flow from operating activities Company Consolidated December 31, December 31, Net income from continuing operations 223, , , ,396 Loss from discontinued operations - - (1,016) (2,187) Net income for the year 223, , , ,209 Adjustments to reconcile net income for the year with cash from operating activities: Deferred income and social contribution taxes (11,830) 30,377 (20,900) 16,686 Depreciation and amortization 39,188 30,933 72,207 60,850 Allowance for doubtful accounts 5,782 18,652 10,615 22,446 Expenses related to share-based payments 19,038 18,492 19,038 18,492 Interest and monetary variation 72,944 67,808 76,292 67,808 Equity pickup (60,303) (32,936) - - Provision for administrative and legal proceedings 18,319 18,224 25,908 24,504 Other provisions (11) (47) 307, , , ,948 Decrease (increase) in assets Accounts receivable (330,373) (312,025) (457,593) (356,700) Interest received 7,527 8,179 12,026 9,899 Advances to suppliers (57,729) (6,769) (17,228) (38,491) Recoverable taxes (3,694) - (7,473) - Prepaid expenses 32,747 (20,972) 31,085 (22,134) Other accounts receivable (103,270) (36,463) (31,899) 7,803 Increase (decrease) in liabilities Trade accounts payable (69,031) (5,295) (59,309) (36,451) Accounts payable - related parties (15,299) (2,253) (1,141) 17,305 Advanced of travel agreements 178, , , ,644 Salaries and social charges 6,356 8,173 (550) 16,563 Taxes and contributions payable 76,333 36, ,905 63,585 Income and social contribution taxes paid (64,188) (33,779) (98,850) (56,567) Provision for administrative and legal proceedings (15,854) (14,281) (19,978) 22,710 Other accounts payable 22,048 14,340 22,161 (37,077) Net cash generated by (used in) operating activities (29,190) 125,947 50, ,037 Cash flow from investing activities Property and equipment (1,407) - (3,198) (10,735) Intangible assets (30,526) (26,051) (57,075) (58,162) Investment in marketable securities ,022 Payment of remaining obligation for acquisition of interests in subsidiaries (44,502) (43,655) (44,502) (27,307) Acquisition of subsidiaries, net of cash acquired (23,882) - (19,534) - Capital increase of subsidiary (26,424) Dividends received from subsidiaries 18,535 2, Net cash used in investing activities (108,206) (66,743) (124,309) (93,182) Cash flow from financing activities Debentures issued 797, ,573 - Loans and financing raised 199, , , ,357 Settlement of loans (406,560) (191,283) (460,209) (191,283) Capital increase with issued shares 15,034-15,034 - Acquisition of noncontrolling interests (102,147) - (102,147) - Interest paid (53,465) (65,633) (56,978) (65,633) Settlement of derivative instruments (38,487) (2,363) (38,247) (2,363) Dividends paid (63,161) (120,651) (80,968) (123,852) Acquisition of own shares - (13,403) - (13,403) Options exercised through disposal of treasury shares 15,301-15,301 - Net cash generated by (used in) financing activities 364,025 (44,977) 339,263 (48,178) Cash flow hedge effect 10,830 (11,824) 10,966 (11,824) Increase (decrease) in cash and cash equivalents, net 237,459 2, ,490 6,853 Cash and cash equivalents at beginning of the year 34,460 32,051 55,530 48,677 Cash and cash equivalents at end of the year 271,919 34, ,020 55,530 See accompanying notes. 15