CETIP S.A. Mercados Organizados

Transcription

1 CETIP S.A. Mercados Organizados Earnings Release 4th Quarter 2015 Cetip S.A. Mercados Organizados Cetip S.A. Mercados Organizados CTIP3 (03/03/2016): R$ Market Cap: R$ 10.0 billion Number of Shares: 259,816,060* Excluding treasury shares on 12/31/2015 [Digite texto] Conference Call 03/04/ :00 PM (BR) English 10:00 AM (BR) Portuguese Investor Relations Phone:

2 Rio de Janeiro, March 3 rd, ( Cetip or Company ) (BM&FBOVESPA: CTIP3) announces today its 4Q15 results. 4Q15 AND 2015 HIGHLIGHTS Total gross revenue of R$ million in 4Q15, up 8.2% over 4Q14 and 0.8% as compared to 3Q15. In 2015, Cetip s gross revenue totaled R$ 1.4 billion, grew 11.5% versus 2014; Securities Unit gross revenue of R$ million in 4Q15, 20.2% higher than in 4Q14 and a 0.6% increase when compared to 3Q15. In 2015, gross revenue from Securities Unit reached R$ million, up 20.8% over 2014; Financing Unit gross revenue of R$ million in 4Q15, a 12.8% decrease versus 4Q14 and 1.4% higher than 3Q15. In 2015, gross revenues from Financing Unit totaled R$ million, down 5.4% on Important to notice that Cetip has received a favorable indication from the responsible authorities for not including, in the Company's results, the public price charged by the Traffic Department (Detran) in connection with the registration of vehicle financing contracts in São Paulo, based on the understanding that those are financial intermediation events, with no impacts in the Company s financial position. Therefore, aiming to appropriately represent the Company's revenues in its financial statements, Cetip started to no longer recognize such public price as revenue nor as cost, making this adjustment retroactively for the 2015 fiscal year; Net revenue of R$ million in 4Q15, a 7.9% increase over 4Q14 and 0.3% higher than in 3Q15. In 2015, net revenue totaled R$ 1.1 billion, 10.8% higher than in 2014; Adjusted EBITDA of R$ million in 4Q15, up 10.4% versus 4Q14 in line with 3Q15 s result. In 2015, adjusted EBITDA reached R$ million, a 10.5% increase when compared to 2014; Adjusted net income of R$ million in 4Q15, 6.3% higher than in 4Q14 and 1.6% lower than in 3Q15. In 2015, adjusted net income reached R$ million, up 10.9% compared to 2014, with net margin of 55.5%; In 2015, Cetip bought back 4,349,100 shares in connection with the Share Buyback Program approved on 03/04/2015. KEY FINANCIAL AND OPERATING INDICATORS Main Financial Indicators (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % Net revenue % % 1, , % Adjusted operating expenses (88.6) (88.0) 0.8% (86.4) 2.6% (335.2) (300.7) 11.5% Adjusted EBITDA % % % % Adjusted EBITDA margin 69.7% 69.9% -0.1 p.p. 68.2% 1.6 p.p. 70.2% 70.4% -0.2 p.p. Adjusted net income (cash earnings) % % % % Adjusted net margin 54.4% 55.5% -1.1 p.p. 55.2% -0.8 p.p. 55.5% 55.4% 0.0 p.p. 1 Adjusted EPS (R$) % % % Weighted average number of shares (in thousands) 259, , , , ,326 Main Operating Indicators Custody (R$ billion) 2-3 6,489 6, % 5, % 6,489 5, % Fixed income 4,443 4, % 4, % 4,443 4, % OTC derivatives 2,047 2, % 1, % 2,047 1, % Inclusions of Liens ('000 units) 1,277 1, % 1, % 5,312 6, % Contract additions ('000 units) % 1, % 3,763 4, % Number of clients ,239 17, % 17, % 18,239 17, % Number of Employees % % % 1 Calculation of the adjusted earnings per share is based on the weighted average number of shares outstanding in the period (excluding treasury shares). 2 Final balance for each period. 3 Considers the total stock in Cetip s systems, not necessarily subject to billing. 4 Considers the number of clients of the Securities Unit and the Financing Unit. 5 Number of employees does not include interns. 2

3 TABLE OF CONTENTS 4Q15 AND 2015 HIGHLIGHTS... 2 KEY FINANCIAL AND OPERATING INDICATORS... 2 HISTORICAL PERFORMANCE... 4 OPERATING REVENUES... 5 SECURITIES UNIT... 6 FINANCING UNIT ADJUSTED OPERATING EXPENSES FINANCIAL RESULT INCOME TAX AND SOCIAL CONTRIBUTION ADJUSTED EBITDA AND ADJUSTED NET INCOME (CASH EARNINGS) OPERATING CASH FLOW AND INDEBTEDNESS INVESTMENTS SHARE PERFORMANCE (CTIP3) DIVIDENDS, INTEREST ON SHAREHOLDERS EQUITY AND SHARE BUYBACK CONFERENCE CALL & WEBCAST APPENDIX I CONSOLIDATED P&L APPENDIX II BALANCE SHEETS APPENDIX III CASH FLOW

4 HISTORICAL PERFORMANCE Notes i) EBITDA and Adjusted EBITDA are non-accounting measures prepared by Cetip, reconciled with its financial statements, complying with the provisions of the CVM Instruction no. 527/2012. Adjusted EBITDA is not a measure recognized by Brazilian GAAP, does not have a standard meaning and may not be comparable to measures with the same nomenclature provided by other companies. This measurement basis excludes from EBITDA the effects of expenses for share based compensation and equity in net income of affiliate company that have no impact on the cash generation. Cetip discloses Adjusted EBITDA because it uses the measure to gauge its performance and understands that the adjusted indicator provides an appropriate view on the potential of the Company s gross cash generation. ii) Information related to fourth quarter of 2015 (4Q15) was compared to the third quarter of 2015 (3Q15) and the fourth quarter of 2014 (4Q14), in addition to the comparison between the fiscal year ended on December 31 st, 2015 and 2014 ( 2015 and 2014, respectively). The financial information included in this report, except when otherwise indicated, is expressed in millions of Brazilian Reais, based on consolidated financial information in accordance with the Brazilian Corporation Law. iii) Financial information in this document is expressed in millions of Reais and, therefore, the total value in tables may have rounding differences with respect to the sum of individuals values of their respective lines. iv) In 2014, to ensure the proper application of accounting principles to revenue recognition, the Company revisited the treatment given to SNG revenues, and start to recognize revenue at the time of the financial constraint insertion and the rest over the period in which such restriction remains registered until its retirement, and no longer recognized fully at the time of insertion, as previously adopted criteria. This review resulted in a liability recognition, composed by revenues already received but that were deferred to future periods, as well as it attributable tax impacts, offset by an increase in the goodwill value related to the acquisition of GRV in

5 OPERATING REVENUES (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % Gross operating revenue % % 1, , % Securities Unit % % % Registration % % % Custody % % % Monthly Utilization % % % Transactions % % % Other revenues % % % Financing Unit % % % SNG % % % Contracts System (Sircof) % % % Market data and Development of Solutions % % % Other revenues % % % Deductions (62.4) (60.4) 3.2% (56.9) 9.6% (237.6) (207.0) 14.8% Net operating revenue % % 1, , % Cetip s gross revenue from services totaled R$ million in 4Q15, up 0.8% and 8.2% when compared to 3Q15 and 4Q14, respectively. The Securities Unit had yet another strong quarter in 4Q15, with revenue growing 0.6% in comparison to 3Q15 and 20.2% over 4Q14, driven by: (i) expansion of transactions volume; and (ii) increase in stock of assets in custody. The Financing Unit revenue grew 1.4% comparing quarter-over-quarter ( QoQ ) and decreased 12.8% comparing year-over-year ( YoY ) results, impacted by the weak performance of sales and vehicle financing. Revenue deductions (taxes on services rendered and other deductions) increased 3.2% QoQ and 9.6% YoY, influenced by gross revenue growth itself, that imply higher volume discounts, and changes in product and revenue mix per business unit. Therefore, net operating revenue reached R$ million in 4Q15, 0.3% above 3Q15 and 7.9% higher than 4Q14. In 2015, gross revenue totaled R$ 1,363.1 million, recording 11.5% growth over 2014, as a result of a 20.8% increase in the Securities Unit gross revenue and of a 5.4% decrease in the Financing Unit gross revenue. Net revenue, in turn, increased 10.8%, reflecting the growth of consolidated gross revenue and a 14.8% increase in revenue deductions, due to: (i) greater participation of the Securities Unit in total gross revenue, which is subject to a progressive volume discount policy; (ii) higher taxes on the Financing Unit revenue; and (iii) other discounts given for services provided by the Financing Unit. 5

6 The charts below show the breakdown of the key revenue lines that compose Cetip s gross operating revenue: 4Q15 4Q14 Securities Unit: 70.7% / Financing Unit: 29.3% Securities Unit: 63.6% / Financing Unit: 36.4% Securities Unit: 69.7% / Financing Unit: 30.3% Securities Unit: 64.3% / Financing Unit: 35.7% 6

7 SECURITIES UNIT Gross operating revenue from the Securities Unit totaled R$ million in 4Q15, registering an increase of 0.6% when compared to 3Q15 and of 20.2% when compared to 4Q14. Custody services were responsible for 43.1% of the Securities Unit s total gross revenue in the quarter, while monthly utilization accounted for 19.0%, transactions for 15.8%, registration for 12.0%, EFTs processed revenue (CIP) for 4.5%, repos, final transactions and electronic trading platform for 4.0%, and other services provided amounted to 1.6%. I. Registration Revenues REVENUES (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % 1 Banking funding instruments % % % Real estate market instruments % % % Agribusiness instruments % % % Other fixed income instruments % % % TOTAL OF FIXED INCOME INSTRUMENTS % % % TOTAL OF OTC DERIVATIVES % % % TOTAL OTHER REGISTRATION SERVICES % % % TOTAL REGISTRATION REVENUES % % % 1 Banking funding instruments includes Interbank deposit (DI), Bank deposit certificate (CDB), Letras Financeiras, RDB - Bank Deposit Receipt, LC - Bill of Exchange, DPGE - Time Deposits with Special Security, CD - Debenture Note and contracts eligible to capital; 2 Real estate market instruments includes LCI - Real Estate Credit Bill, CCI - Real Estate Credit Note, CRI - Real Estate Receivables Certificate and LH - Mortgage Bills; 3 Agribusiness instruments includes CRA - Agribusiness Receivables Certificate, LCA - Agribusiness Credit Bill, CDCA - Agribusiness Credit Rights Certificate and CTRA - Credit Right Registered Simplified Form; 4 Other fixed income instruments include: i) Credit funding instruments (corporations & individuals) includes CCB - Banking Credit Note, CCCB - Banking Credit Note Certificate, NCE/CCE - Export Credit Note, Commercial Paper, CINE - Audiovisual Investment Certificate and Obligations; and ii) Investment fund-quota, Export Notes and Netting Contracts. Export Note is a credit capital raising instrument charged in 5 Total of OTC derivatives includes Swaps, Currency forward contracts and Other derivatives which include Fixed Income with Box, Flexible Exchange Rate Options, CONAB options, Credit Default Swap, Derivatives carried out abroad (DCE/DVE) and Structured notes (COE); and 6 Total other registration services includes Districution, Corrections and Pre-Registration. Note: Billing can be based on % of the registered volume and/or fixed-price per contract in R$. VOLUME ( R$ billion) 4Q15 3Q15 Var % 4Q14 Var % Var % Banking funding instruments 1, , % 1, % 6, , % Real estate market instruments % % % Agribusiness instruments % % % Other fixed income instruments % % 1, , % TOTAL OF FIXED INCOME INSTRUMENTS 2, , % 1, % 8, , % 8 TOTAL OF OTC DERIVATIVES 2, , % 1, % 9, , % 7 Includes the volume of other assets charged as a % of the registered volume; and 8 Includes the number of derivatives charged as a % of the registered volume. AVERAGE PRICES (bps) 4Q15 3Q15 Var % 4Q14 Var % Var % Bank funding instruments % % % Real estate market instruments % % % Agribusiness instruments % % % Other fixed income instruments % % % AVERAGE PRICE FOR FIXED INCOME INSTRUMENTS % % % AVERAGE PRICE FOR OTC DERIVATIVES % % % 7

8 Registration revenues reached R$ 30.1 million in 4Q15, down 10.3% over 3Q15 as a result, mainly, of the decrease in OTC derivatives registration revenues (-32.8%), which was partially offset by an increase in revenues from fixed income instruments (+5.6%). Compared to 4Q14, the registration revenue showed an reduction of 3.3%, as a result of the net effect from the growth in OTC derivatives registration revenues (+17.8%) and the decrease in fixed income instruments registration revenue (-14.3%), explained mostly by the new pricing model for the bank deposit certificate ( CDB ) product that reduced the fees previously charged for registration and transaction of this instrument and established a custody fee for the product. Registration revenue totaled R$ million in 2015, 2.4% higher than in 2014, with a positive highlight for OTC derivatives registration (+42.6%). The main highlights from fixed income securities and OTC derivatives in 4Q15 are briefly described below: Fixed Income Instruments Fixed income instruments registration revenue totaled R$ 15.9 million in 4Q15, 5.6% higher than in 3Q15, due to: (i) the decrease in revenue from registration of banking funding instruments, driven by the lower revenues from the registration of DI; (ii) the increase in registration revenue from real estate market instruments, whose issuance volumes were 28.6% higher in 4Q15; (iii) the increase in registration revenue from agribusiness instruments (+8.3%); and (iv) the growth of other fixed income instruments registration revenue (+9.9%). Compared to 4Q14, fixed income securities registration revenue fell 14.3%, as a result of: (i) the decrease of revenue from bank funding instruments registration (-14.7%), which was affected by the decrease on CDB revenue due to the new pricing model, which became effective after the implementation of Central Bank s Circular n ( 3709 ) in March 2015; (ii) the decrease in registration revenue of real estate market instruments (-21.4%), as issuance volume contracted; (iii) the decrease of revenue from agribusiness instruments (-22.9%) driven by a 14.7% lower average price; and (iv) a slight increase of other fixed income instruments revenue (+3.2%). In 2015, revenue from fixed income instruments decreased 13.2%, mainly due to lower revenue from registration of CDB, as previously noted, which affected the P&L line of banking funding instruments registration (-19.5%). OTC Derivatives Revenue from derivatives registration, which includes structured notes, reached R$ 10.2 million in 4Q15, 32.8% lower than 3Q15, mostly as a result of a decrease in other derivatives / structured notes and swaps registration. Comparing to 4Q14, revenue from OTC derivatives registration grew 17.8%, as a result of an increase in the items that compose this revenue, notably forward contracts, flexible options and other derivatives / structured notes. We highlight that the increase in the exchange rate volatility (R$ x US$) observed since 2H14 has contributed positively for OTC derivatives registration volume growth. In 2015, revenue from OTC derivatives registration totaled R$ 46.2 million, an increase of 42.6% YoY. 8

9 II. Custody Revenues REVENUES (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % Debentures % % % 1 Bank capital raising instruments % % % Other fixed income instruments % % % SUB-TOTAL % % % OTC Contracts / Structured Notes (COE) % % % End users % % % TOTAL CUSTODY REVENUES % % % MONTHLY AVERAGE VOLUME (R$ billion) 4Q15 3Q15 Var % 4Q14 Var % Var % Debentures % % % Bank capital raising instruments % % % Other fixed income instruments 1, , % 1, % 1, , % TOTAL AVERAGE VOLUME 3, , % 2, % 2, , % OTC Contracts / Structured Notes (COE) 2, , % 1, % 2, , % End users ('000) 5, , % 3, % 4, , % Note: Number of assets refers to the average monthly inventory presented in historical data figures. AVERAGE PRICE (bps) 4Q15 3Q15 Var % 4Q14 Var % Var % Debentures % % % Bank capital raising instruments % % % Other fixed income instruments % % % CUSTODY AVERAGE PRICE % % % OTC Contracts / Structured Notes (COE) % % % End users (R$/End users) % % % Custody revenues totaled R$ million in 4Q15, up 5.2% over 3Q15, due to: (i) growth of CDB volume and, therefore, of its custody revenue, which is responsible for most of the 10.5% banking funding instruments custody revenue growth; and (ii) a 6.8% revenue expansion from permanence of OTC derivatives contracts and custody of structured notes. When compared to 4Q14, custody revenue was 37.8% higher, which can be explained mainly by: (i) the performance of fixed income instruments custody revenues (+25.7%), especially banking funding instruments (+71.2%), driven by CDB growth, for which it was not charged a custody fee until 2014 and that, in turn, had a decrease in registration revenue, as mentioned previously; and (ii) the OTC derivatives and structured notes performance (+63.8%), in which, over the last 12 months, can be observed the growth of assets stock. In 2015, fixed income instruments custody revenue totaled R$ million, up 23.3% over 2014, mostly as a result of a 23.1% increase in stock. Revenue from OTC derivatives permanence and structured notes custody grew 77.3% versus 2014, while end users revenue increased 60.0% over the same period. 9

10 III. Monthly Utilization Revenue REVENUES (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % TOTAL MONTHLY UTILIZATION REVENUES % % % Note: Billing in R$ based on the number of transactions/month. VOLUME 4Q15 3Q15 Var % 4Q14 Var % Var % AVERAGE NUMBER OF CLIENTS BY SEGMENT 1 12,441 12, % 12, % 12,368 12, % Working Days days 65-2 days days 1 Considering only the clients we charge monthly utilization fees. AVERAGE PRICE (R$) 4Q15 3Q15 Var % 4Q14 Var % Var % AVERAGE PRICE OF MONTHLY UTILIZATION 1,281 1, % 1, % 1,279 1, % Monthly utilization revenue totaled R$ 47.8 million in 4Q15, 0.3% higher than in 3Q15, as a result of an increase in volume and a slight decrease in average margin. Compared to 4Q14, monthly utilization revenue went up 5.6%, due to the 1.3% increase in the average number of clients and the 4.3% expansion in average margin, explained primarily by the annual price readjustment by inflation (accumulated 2014 IGP-M of +3.7%). In 2015, monthly utilization revenue added up to R$ million, 6.7% higher than last year, as a result of a 4.9% increase in average margin as well as a 1.7% growth in the average number of clients. IV. Transactions Revenue REVENUES (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % TOTAL TRANSACTIONS REVENUES % % % Note: Billing in R$ based on time of registration of the transactions. NUMBER OF TRANSACTIONS (`000) 4Q15 3Q15 Var % 4Q14 Var % Var % TOTAL NUMBER OF TRANSACTIONS 94,277 89, % 42, % 314, , % AVERAGE DAILY NUMBER OF TRANSACTIONS 1,496 1, % % 1, % Working Days days 65-2 days days AVERAGE PRICE (R$) 4Q15 3Q15 Var % 4Q14 Var % Var % AVERAGE PRICE OF TRANSACTIONS % % % Transactions revenue reached R$ 39.8 million in 4Q15, growing 0.8% over 3Q15, due to: (i) the continued expansion in the number of transactions processed, which were 5.3% higher than last quarter, as result of the increase in Cetip's depositary activity; and (ii) a 4.3% drop in average margin, explained by clients using more intensely the lower price windows created in connection with the implementation of the 3709 regulation. As compared to 4Q14, transactions revenue grew 22.5%, driven by: (i) the increase of 122.2% in the total number of transactions processed, as highlighted above; and (ii) the decrease of 44.9% in the average margin per transaction, also explained by the implementation of the 3709 regulation. 10

11 In 2015, transactions revenue added up to R$ million, 26.0% higher than 2014, justified by the 107.1% increase in the average daily number of transactions and the 39.2% drop in the average margin. V. Other Revenues from Services REVENUES (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % TOTAL ELETRONIC CASH TRANSFER FEES % % % 1 Revenue refers only to service of SITRAF - Transfer Funds System. QUANTITY (`000) 4Q15 3Q15 Var % 4Q14 Var % Var % Processed electronic cash transfers (EFT) 86,772 77, % 66, % 295, , % Daily processed electronic cash transfers (EFT) 1,377 1, % 1, % 1, % Working days days 65-2 days days AVERAGE PRICE (R$) 4Q15 3Q15 Var % 4Q14 Var % Var % Processed electronic cash transfers (EFT) % % % Other revenues from services related to the Securities Unit reached R$ 25.3 million in 4Q15, 3.7% lower than in 3Q15, as a result of: (i) the increase in revenues from repos, final transactions and electronic trading platform (+9.9%); (ii) the decrease in other revenues from services from the Securities Unit (-36.9%); and (iii) an increase in revenue from electronic cash transfers (EFTs) (+4.1%). The 4.1% increase in the revenue from electronic EFTs, which represents 44.3% of other services revenue from the Securities Unit, was a consequence of: (i) the 12.6% growth in number of EFTs processed, due, among other factors, to the reduction of EFTs minimum ticket, from R$ 500 to R$ 250 in the beginning of July; and (ii) the 7.5% decrease in average margin, reflecting the higher volume processed during the quarter, intensifying the effect of progressive volume discounts that are part of the EFTs processing pricing structure. When compared to 4Q14, revenue from electronic EFTs increased 18.0%, due to: (i) the 10.1% reduction in average margin, reflecting the contractual pricing policy that defines lower prices according to bands of volume; and (ii) the 31.2% increase in the number of EFTs processed, influenced by the lower minimum ticket, which was reduced from R$ 750 to R$ 500 in January 2015, and from R$ 500 to R$ 250 in the beginning of July

12 FINANCING UNIT Gross operating revenue from the Financing Unit totaled R$ million in 4Q15, an increase of 1.4% over 3Q15, and a 12.8% reduction over 4Q14. SNG revenue accounted for 39.7% of the Financing Unit s total gross revenue in the quarter; Contracts System represented 42.2%, market data and development of solution, 17.1% and other revenues from services, 1.0%. Revenue (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % SNG % % % Contracts System % % % SNG ('000) Number of vehicles sold ( 000) 4,345 4, % 5, % 17,366 18, % New % 1, % 4,014 5, % Used 3,370 3, % 3, % 13,352 13, % Number of vehicles financed ('000) 1,277 1, % 1, % 5,312 6, % New % % 2,339 3, % Used % % 2,973 3, % % Vehicles financed / vehicles sold 29.4% 29.0% 0.4 p.p. 34.6% -5.2 p.p. 30.6% 34.5% -3.9 p.p. Sistema de Contratos (milhares) Contracts Additions ('000) % 1, % 3,763 4, % % Contracts additions / vehicles financed 72.6% 71.0% 1.6 p.p. 69.9% 2.7 p.p. 70.8% 66.5% 4.3 p.p. Sources: Fenabrave and Cetip I. SNG 4Q15 SNG revenue totaled R$ 41.3 million, a decrease of 2.7% over 3Q15 s result, as the number of financed vehicles shrank 3.4% QoQ, as a result of a decrease of 5.9% and of 1.6% in the new and used vehicles segments, respectively. The relatively better performance of new vehicles sales, which contracted 1.1% QoQ while used vehicles dropped 5.6% over the same period, has a positive mix effect on the financing contracts penetration rate (percentage of financed vehicles over total vehicles sold), since used vehicles tend to be paid in cash more often. Compared to 4Q14, SNG revenue was down 17.8%, as result of the 26.7% drop in the number of vehicles financed, with a 5.2 p.p. decline in the ratio of vehicles financed over vehicles sold, which decreased from 34.6% in 4Q14 to 29.4% in 4Q15, and a 13.6% drop in the total number of vehicles sold. The revenue impact of a lower number of financed vehicles was partially offset by: (i) the annual price adjustment of 3.7% based on the IGP-M; and (ii) the contribution of deferred revenue from previous quarters. In 2015, SNG revenue totaled R$ million, down 10.1% over 2014 for the same reasons aforementioned in the comparison of 4Q15 to 4Q14. It is worth remembering that, in 2014, to ensure the proper application of accounting principles to revenue recognition, the Company revisited the treatment given to the SNG revenue, and began recognizing part of the revenue at the time of the financial constraint insertion and the remaining portion over the period in which such restriction remained registered, up until its retirement, no longer recognizing revenue fully at the time of insertion, as previously adopted criteria. This review resulted in a liability recognition, composed by revenues already received but that were deferred 12

13 to future periods, as well as it attributable tax impacts, offset by an increase in the goodwill value related to the acquisition of GRV in II. Contracts System Revenue from the registration of vehicles financing contracts system reached R$ 44.0 million in 4Q15, 10.7% higher than in 3Q15, mainly due to: (i) a 1.6 p.p. increase in the relationship between contract additions and vehicles financed (market share) in the quarter; and (ii) the Contracts System price equalization, implemented from September 2015 on. In the YoY comparison, the Contracts System adjusted revenue dropped 10.5%, explained mostly by: (i) the 23.8% decrease in the number of contracts inclusions; (ii) the annual price adjustment of 3.7% based on the IGP-M; and (iii) the Contracts System price equalization, implemented from September 2015 on. On the other hand, the 23.8% reduction in the number of contracts registered, in comparison to 4Q14, was smaller than the drop in the number of vehicles financed during the same period, as a consequence of the 2.7 p.p. market share growth, which expanded from 69.9% in 4Q14 to 72.6% in 4Q15. In 2015, the Contracts System adjusted revenue totaled R$ million, 7.6% lower than in 2014, as a consequence of the same factors pointed out in the quarterly comparisons. It is important to notice that Cetip has received a favorable indication from the responsible authorities for not including, in the Company's results, the public price charged by the Traffic Department (Detran) in connection with the registration of vehicle financing contracts in São Paulo, based on the understanding that those are financial intermediation events, with no impacts in the Company s financial position. Therefore, aiming to appropriately represent the Company's revenues in its financial statements, Cetip started to no longer recognize such public price as revenue nor as cost, making this adjustment retroactively for the 2015 fiscal year. III. Market Data and Development of Solutions The revenue from market data and development of solutions totaled R$ 17.8 million in 4Q15, showing a decrease of 7.5% over 3Q15, mainly driven by the drop in revenues related to Cetip Infoauto, explained by the lower volume of financings, since the revenue from this product is directly linked to the number of financed units. Compared to 4Q14, the market data and development of solutions revenue decrease 7.5%, mainly due to Cetip InfoAuto s and Cetip InfoAuto Pagamentos s revenue performance. In 2015, market data and development of solutions revenue reached R$ 75.3 million, up 12.4% over 2014, driven by the increased penetration of Cetip Performance, Market Share and Cetip InfoAuto Pagamentos. 13

14 ADJUSTED OPERATING EXPENSES Operational Expenses (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % Personnel¹ (47.9) (49.1) -2.5% (43.8) 9.3% (185.8) (166.0) 11.9% Outsourced services (25.6) (25.9) -0.9% (25.9) -0.9% (100.1) (87.4) 14.4% General and administrative expenses (11.2) (10.4) 8.5% (13.9) -18.8% (40.2) (41.2) -2.4% Expenses incurred on equipment and system rental (0.7) (0.6) 5.6% (1.2) -41.5% (3.1) (3.4) -8.2% Taxes and fees (0.3) (0.3) 18.8% (0.4) -19.6% (1.2) (1.6) -20.9% Other expenses/revenues (2.9) (1.7) 72.7% (1.3) 121.1% (4.7) (1.0) 354.7% TOTAL Adjusted Operating Expenses (88.6) (88.0) 0.8% (86.4) 2.6% (335.2) (300.7) 11.5% Share based incentive (4.8) (5.0) -4.9% (4.2) 15.2% (19.8) (16.0) 24.0% Depreciation and amortization (28.0) (21.7) 29.1% (21.9) 28.1% (92.8) (83.1) 11.6% TOTAL Operating Expenses (121.5) (114.7) 5.9% (112.4) 8.0% (447.7) (399.8) 12.0% 1)Personnel include expenses with Board members and advisory committees The adjusted operating expenses amounted to R$ 88.6 million in 4Q15, 0.8% higher than in 3Q15, as a result of: (i) the growth in other expenses (+72.7%), driven by non-recurring expenses of R$ 2.0 million from a fixed asset write-off relating to the process of relocating operations to the new office in Barueri and of R$ 0.9 million relating to provisions for civil proceedings; and (ii) an increase in general and administrative expenses (+8.5%). In comparison to 4Q14, adjusted operating expenses grew 2.6%, as a consequence of: (i) a 9.3% increase in personnel expenses, mainly due to headcount increase and salary readjustments; and (ii) a 121.1% growth in other expenses, affected by the non-recurring expenses described above. In 2015, adjusted operating expenses amounted to R$ million, up 11.5% over 2014, explained by: (i) an increase in personnel expenses, mainly due to headcount increase and salary readjustments; and (ii) an increase in outsourced services expenses, related to the registration of vehicles financing service in the state of São Paulo. Allocating the Company s expenses among those which are variable, i.e. directly linked to revenue, and other operating expenses, it is evidenced that the increase in operating expenses was caused by higher business activity. Expense Breakdown (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % Operating Expenses % % % Operating Expenses directly linked to Revenue % % % % of TOTAL Operating Expenses 11.3% 11.0% 11.7% 11.6% 10.6% Other Operating Expenses % % % % of TOTAL Operating Expenses 88.7% 89.0% 88.3% 88.4% 89.4% 14

15 (1) Note: Personnel include expenses with Board members and advisory committees. FINANCIAL RESULT Net financial result was R$ 11.7 million positive in 4Q15, R$ 98.9 million higher than the R$ 87.2 million negative result achieved in 3Q15. This delta is the net effect, mostly, of: (i) a R$ 64.7 million decrease in financial income, which registered no gain from the swap transaction to neutralize the FX exposure related to the domestic bank loan obtained (which amounted to R$ 62.7 million in 3Q15), but, on the other hand, accounted for a R$ 13.6 million gain from exchange rate variation on offshore loans; and (ii) a R$ million drop of in financial expenses in 4Q15, mostly from the absence of FX losses related to the Company s offshore loan, which had a R$ million impact on 3Q15 s results, and from R$ 11,6 million swap losses to neutralize the FX exposure related to the domestic bank loan obtained. Compared to 4Q14, the financial result showed an increase of R$ 29.9 million compared to a negative result of R$ 18.1 million recorded in the same quarter of The net financial result change observed between the analyzed 15

16 periods is a consequence, mostly, of: (i) a R$ 28.6 million financial income increase; and (ii) a R$ 1.2 million decrease in financial expenses. It is worth to highlight that, currently, the Company has, in its consolidated balance sheet, two debt instruments in foreign currency: (i) a bilateral domestic loan in accordance to the 4,131 Law, totaling US$ million, whose FX risk is hedged by a swap contract; and (ii) a US$ million loan acquired by an offshore subsidiary. As for the latter, despite not having a hedging contract in place, the Company does not incur bottom line exchange rate risk. The table below isolates the impact of exchange rate fluctuations related to the offshore loan and the offshore investment, both in Cetip s financial result as well as in its income tax and social contribution expense, as to allow a better comparison basis for the analysis of the Company s financial result evolution: Headge Impact in the Results (R$ million) 4Q15 3Q15 Var # 4Q14 Var # Var # Net Financial Result 11.7 (87.2) 98.9 (18.1) 29.9 (111.4) (58.7) (52.7) (+/-) Hedge effect on Financial Results (7.2) 91.5 (98.6) 21.4 (28.5) Adjusted Financial Result (excluding hedge effect) (16.3) 35.8 Income before tax and social contribution (+/-) Hedge effect on Financial Results (7.2) 91.5 (98.6) 21.4 (28.5) Income before tax and social contribution (excluding hedge effect) - (A) (6.4) Tax and social contribution expense (55.1) 39.2 (94.3) (23.6) (31.5) (69.6) (131.0) 61.4 (+/-) Hedge effect on Tax and social contribution 7.2 (91.5) 98.6 (21.4) 28.5 (130.9) (42.4) (88.5) Adjusted Tax and social contribution expense (excluding hedge effect) - (B) (48.0) (52.3) 4.3 (44.9) (3.0) (200.5) (173.4) (27.2) % Effective tax rate on adjusted Income before tax and social contribution - (B) / (A) 27.3% 28.7% 27.7% 28.7% 28.9% INCOME TAX AND SOCIAL CONTRIBUTION In 4Q15, Cetip's income tax and social contribution expense (tax or taxes) were R$ 55.1 million, compared to a tax credit of R$ 39.2 million in 3Q15 and tax expenses of R$ 23.6 million in 4Q14, with an effective tax rate of 30.1% in 4Q15, compared to -43.1% and 16.7% in 3Q15 and 4Q14, respectively. The delta on tax rates is almost completely explained by currency exchange rate fluctuations related to our foreign subsidiary and offshore loan. The FX rate variation on the capital invested in subsidiary abroad is nontaxable, while exchange rate gains/losses on offshore loan are. As showed in the previous table, the tax impact over exchange rate gains/losses neutralizes the exchange rate impact over financial expenses/ income, which means that there is no post-tax currency exposure for Cetip. 16

17 ADJUSTED EBITDA AND ADJUSTED NET INCOME (CASH EARNINGS) In 4Q15, adjusted EBITDA totaled R$ million, in line with 3Q15 s result and 10.4% higher than the same period last year. Adjusted EBITDA margin reached 69.7% in 4Q15, decreasing 0.1 p.p. and 1.6 p.p. versus 3Q15 and 4Q14, respectively. In 2015, adjusted EBITDA reached R$ million, 10.5% higher than in 2014, with an adjusted EBITDA margin of 70.2%. Adjusted EBITDA reconciliation (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % NET INCOME % % % (+) Income tax and social contribuition 55.1 (39.2) % % % (+) Depreciation and amortization % % % (-) Financial income net of financial expenses (11.7) % % % EBITDA % % % (+) Share based incentive without cash disbursement % % % (+/-) Equity in net income of affiliate company 0.1 (0.7) % (0.2) % (1.0) (0.7) 35.2% ADJUSTED EBITDA % % % ADJUSTED EBITDA MARGIN 69.7% 69.9% -0.1 p.p. 68.2% 1.6 p.p. 70.2% 70.4% -0.2 p.p. 1 Considers the methodology for calculating EBITDA and adjusted EBITDA as per CVM Instruction 527 from 10/04/2012. Cetip s adjusted net income (cash earnings) reached R$ million in 4Q15, 1.6% lower than in 3Q15 and 6.3% higher than in 4Q14, performance mostly explained by the EBITDA evolution in the comparison periods. Adjusted net margin reached 54.4% in 4Q15, 1.1 p.p. and 0.8 p.p. lower than in 3Q15 and 4Q14, respectively. In 2015, cash earnings reached R$ million, 10.9% higher than in 2014, while net margin was 55.5%. Adjusted net income reconciliation (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % NET INCOME % % % (+) Share based incentive without cash disbursement % % % (+) Goodwill amortization acquisition GRV¹ % % % (+) Tax benefit from goodwill amortization² % % % ADJUSTED NET INCOME (cash earnings) % % % ADJUSTED NET INCOME MARGIN 54.4% 55.5% -1.1 p.p. 55.2% -0.8 p.p. 55.5% 55.4% 0.05 p.p. ADJUSTED NET INCOME PER SHARE (cash EPS)³ Amortization of intangible assets (contractual relationships) related to the acquisition of GRV in the amount of R$ 13.0 million per quarter, from 1Q11 until 2Q28, accounted as depreciation and amortization expenses; 2 Tax benefit due to: i) the goodwill related to the acquisition of GRV in the amount of R$ 13.9 million per quarter, from 1Q11 until 4Q15; ii) the goodwill related to the incorporation of Advent Depository in the amount of R$ 3.3 million per quarter until 4Q12 and R$ 3.8 million per quarter from 1Q13, beginning in October 2009 until October 2014; and 3 Calculation of adjusted earnings per share based on the weighted average number of shares in the period. 17

18 OPERATING CASH FLOW AND INDEBTEDNESS Cetip s 4Q15 cash flow from operations before taxes and before the allocation of excess cash for investments totaled R$ million, an increase of 6.4% versus 3Q15 and of 29.9% versus 4Q14, as a result of very resilient and well diversified revenue flows. The cash flow from investment activities amounted to R$ 42.9 million in the quarter, whereas the cash flow from financing activities was R$ 99.9 million, influenced by the payment of dividends and interest on own capital (R$ million). As a result of these movements primarily, cash and cash equivalents balance increase R$ 70.4 million during the quarter. In 2015, Cetip s cash flow from operations before taxes and before the allocation of excess cash for investments totaled R$ million, a 26.3% growth over At the end of 4Q15, Cetip s gross short and long-term debt (debentures, loans, financial leases) totaled R$ 1.3 billion, while derivatives added to cash, cash equivalents and marketable securities amounted R$ 1.1 billion. Thus, the Company s net debt was R$ million on December 31 st, 2015, R$ 76.4 million higher than at the end of 4Q14. The net debt to the last 12 months adjusted EBITDA ratio was 0.3 times at the end of 4Q15, and the financial leverage ratio (net debt / total capital) reached 10.6%, demonstrating the Company s solid financial position. The table below shows the reconciliation of the Company s net debt and the related debt metrics as of 4Q15, 3Q15 e 4Q14: Net Debt and Capitalization (R$ million) 4Q15 3Q15 Var # 4Q14 Var # Debentures issued % % Borrowings and finance lease obligations % % Total Gross Debt 1, , % % Derivative financial instruments (109.1) (120.7) -9.6% - - Cash + non restricted financial investments* (992.7) (922.3) 7.6% (665.2) 49.2% Net Debt % % Shareholders equity 1, , % 1, % Total Capital 1, , % 1, % EBITDA (Last twelve months ) % % Adjusted EBITDA (Last twelve months ) % % Net Debt / EBITDA 0.3X 0.3X 0.0X 0.2X 0.1X Net Debt / Adjusted EBITDA 0.3X 0.3X 0.0X 0.2X 0.1X Financial Leverage Index (Net Debt/Total Capital) 10.6% 13.2% -2.6 p.p. 6.6% 4.0 p.p. * Net of R$ 60.3 million in 4Q15, R$ 58.6 million in 3Q15, and R$ 53.9 million in 4Q14, referring to investments that constitute CETIP's special property and are recorded in a blocked account in the Special Settlement and Custody System - SELIC. 18

19 INVESTMENTS Cetip s total investments ( CAPEX ) totaled R$ 43.3 million in 4Q15, which is equivalent to 14.8% of the net revenues in the period, up 127.0% over 3Q15 and 116.9% higher than in 4Q14. 4Q15 CAPEX was broken down as follows: (i) 75.8% for maintenance and expansion of capacity; (ii) 22.1% for product development; and (iii) 2.1% for offices settlement. The significant increase in maintenance and expansion of capacity CAPEX was mainly due to the acceleration of investments in Cetip s new data centers in Barueri. This acceleration key goal is to anticipate, to the second half of 2016, the relocation of the Securities Unit s technology and operations areas to the new office. The 4Q15 development CAPEX was allocated mainly among the following products: (i) CCP; (ii) Depository; (iii) Electronic Formalization; (iv) Liens on Financial Instruments; (v) New Participant Registration; and (vi) Real Estate Platform. The table below shows the breakdown of the Company's CAPEX in the outlined periods: CAPEX (R$ million) 4Q15 3Q15 Var % 4Q14 Var % Var % Maintenance and Expansion of Capacity % % % Development of Products % % % Offices Settlement % % % Others NM NM Total % % % CAPEX/ Net Revenue 14.8% 6.5% 8.2 p.p. 7.3% 7.4 p.p. 7.9% 5.9% 2.1 p.p. 19

20 SHARE PERFORMANCE (CTIP3) At the end of 4Q15, Cetip s shares were quoted at R$ 37.50, an appreciation of 15.3% versus the share price at the end of 3Q15, performance comparable to a 3.8% decrease in Bovespa Index (Ibovespa) during the same period. Over the last 12 months, Cetip s share price increased 22.4%, compared to a 13.3% decrease in Ibovespa during the same period. Cetip s shares average daily trading volume reached R$ 62.1 million in 2015, up 31.5% over On December 31 st, 2015, Cetip s market value was R$ 9.7 billion. CTIP3 vs. Ibovespa: 12/31/2014 until 12/31/ Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 0 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Volume (R$ milion) Cetip Ibovespa Source: Bloomberg. Historical values adjusted by corporate actions Amounts in R$, except when otherwise indicated Quote at the start of the period Maximum Average Minimum Quote at the end of the period Daily average volume (R$ million) Number of shares (thousands)¹ 259, ,346 ¹ Number of shares at the end of the periods Source: Bloomberg. Historical values adjusted by corporate actions Stock Turnover (annualized rate) Quantidade de ações negociadas (mil) 445, ,334 Qtd média ponderada de ações (mil) 261, ,326 Número de pregões no exercício¹ Turnover anual (%) 171% 155% ¹ Source: BM&FBOVESPA Estimated number of trading days for 2015 Source: Bloomberg 20

21 DIVIDENDS, INTEREST ON SHAREHOLDERS EQUITY AND SHARE BUYBACK On December 18 th, 2015, Cetip s Board of Directors approved the payment of interest on shareholder s equity for 4Q15 in the amount of R$ 25.8 million, equal to R$ gross per share, to be paid on February 11 th, Additionally, the Board of Directors approved on March 2 nd, 2016, ad referendum of the General Shareholders Meeting, the additional distribution of R$ 83.0 million (R$ per share) in the form of dividends, to be paid on May 9 th, Such distributions total R$ million, equivalent to 85.0% of net income in the period. The total gross dividends and interest on shareholder s equity proposed by Cetip s management for the year 2015 reached R$ million, representing 85.0% of the net income for the period. The 2015 result allocation proposal will be submitted to shareholders approval at the General Shareholders Meeting to be held in April. Reinforcing the Company's commitment to creating value to its shareholders, during a meeting held on March 4 th, 2015, the Board of Directors approved the Company's Second Share Buyback Program, starting on the approval date and ending on March 3 rd, The limit of shares that may be acquired by Cetip is 5,400,000 common shares, which represented 2.13% of the total outstanding shares in the market at the time of the approval. However, due to the blackout for trading of Cetip s corporate securities that started on October 15 th, 2015 (initially due to the blackout period prior the publication of 3Q15 results, and then due to the Material Fact published on November 3 rd, 2015), Cetip has bought back 4,349,100 shares, equivalent to 80.5% of the total approved for the Second Share Buyback Program, at a total cost of R$ million (average price of R$ per share). Finally, maintaining the same objectives pursued since 2015 in relation to capital structure and value generation for shareholders, the Board of Directors approved, on March 02 nd, 2016, the Company's Third Share Buyback Program, starting on the approval date and ending on March 01 st, The limit of shares that may be acquired by Cetip is 3,200,000 common shares, which represented 1.23% of the total outstanding shares in the market. 21

22 CONFERENCE CALL & WEBCAST Conference Call in English March 04 th, 2016 Friday 10:00 A.M. (US ET) 12:00 P.M. (BR) Phone: (Calling from Brazil) (Calling from Brazil) Phone: (Calling from Other Countries) (Calling from Other Countries) Code: Cetip Webcast: Replay for 7 days: or Code: # Conference Call in Portuguese March 04 th, 2016 Friday 08:00 A.M. (US ET) 10:00 A.M. (BR) Phone: Code: Cetip Webcast: Replay for 7 days: or Code: # The presentation will be available for download on Cetip s IR website at least thirty minutes prior to the beginning of the call. Disclaimer This material was issued by ( Cetip, Company ). Cetip is authorized to operate by the Brazilian Securities and Exchange Commission ( CVM ) and regulated by both CVM and Brazilian Central Bank. This material may include statements representing expectations about future events or results of Cetip. These statements are based upon projections and analyses which reflect present views and/or expectations of the Management of the Company with regards to its performance and to the future of its business. Risks and uncertainties related to the Cetip s businesses, to the competitive and market environment, to the macro-economic conditions and other factors described in Risk Factors in the Reference Form, filed with the CVM, may cause effective results to differ materially from such plans, objectives, expectations, projections and intentions. 22

23 APPENDIX I CONSOLIDATED STATEMENTS OF INCOME CETIP S.A. - Mercados Organizados Consolidated statements of income Var % Var % Var % In thousands of reais 4Q15 3Q15 4Q14 4Q15 x 3Q15 4Q15 x 4Q x 2014 Gross revenue from services 355, , , % 8.2% 1,363,074 1,222, % Securities segment 251, , , % 20.2% 950, , % Registration fees 30,092 33,552 31, % -3.3% 121, , % Custody fees 108, ,857 78, % 37.8% 392, , % Monthly utilization 47,793 47,653 45, % 5.6% 189, , % Transaction fees 39,760 39,447 32, % 22.5% 150, , % Other revenues from services 25,254 26,234 21, % 17.3% 96,457 83, % Financing segment 104, , , % -12.8% 412, , % SNG 41,347 42,514 50, % -17.8% 170, , % Sircof 43,965 39,722 49, % -10.5% 162, , % Market data and solutions development 17,849 19,303 19, % -7.5% 75,285 66, % Other revenues from services 1,080 1, % 28.4% 4,388 3, % Deductions (62,353) (60,401) (56,910) 3.2% 9.6% (237,644) (206,973) 14.8% Taxes on services rendered (37,295) (38,367) (32,012) -2.8% 16.5% (144,840) (121,163) 19.5% Other deductions (25,058) (22,034) (24,898) 13.7% 0.6% (92,804) (85,810) 8.2% Net revenue from services 293, , , % 7.9% 1,125,430 1,015, % (Operating expenses)/other operating income (121,451) (114,693) (112,425) 5.9% 8.0% (447,712) (399,774) 12.0% Personnel expenses (47,287) (48,507) (43,251) -2.5% 9.3% (183,539) (163,845) 12.0% Share-based remuneration with no cash disbursement (4,793) (5,038) (4,162) -4.9% 15.2% (19,786) (15,957) 24.0% Depreciation and amortization (28,012) (21,692) (21,866) 29.1% 28.1% (92,771) (83,108) 11.6% Outsourced services (25,638) (25,881) (25,870) -0.9% -0.9% (100,052) (87,446) 14.4% General and administrative expenses (11,248) (10,370) (13,853) 8.5% -18.8% (40,231) (41,230) -2.4% Equipment and systems rental (684) (648) (1,170) 5.6% -41.5% (3,134) (3,413) -8.2% Board members' compensation (594) (624) (558) -4.8% 6.5% (2,268) (2,178) 4.1% Taxes and fees (316) (266) (393) 18.8% -19.6% (1,238) (1,565) -20.9% Other operating expenses (2,963) (1,673) (1,525) 77.1% 94.3% (4,837) (1,616) 199.3% Other operating income % -62.3% % Equity in the results of associate (131) % % % Financial result 11,715 (87,211) (18,135) % % (111,428) (58,691) 89.9% Income before taxation 183,156 90, , % 29.7% 567, , % Income tax and social contribution (55,124) 39,187 (23,591) % 133.7% (69,649) (131,015) -46.8% Current 4,273 (42,400) (20,845) % % (129,730) (111,193) 16.7% Deferred (59,397) 81,587 (2,746) % % 60,081 (19,822) % Net income for the period 128, , , % 8.9% 497, , % 23