The new organizational structure is presented below:

Transcription

1 Management Comments 2014 presented a difficult economic environment and a number of one-off events (e.g., the FIFA World Cup and presidential elections) which substantially impacted retail sales in Brazil. In spite of a challenging environment, CVC delivered strong results, in line with historical trends and the expectations communicated at the time of the IPO. Despite the negative impact of the presidential election on October bookings (which increased 6.1% versus October 2013), 4Q14 bookings grew 9.9%, as bookings in November and December grew at a significantly higher rate of 12.1%. For the full year, we posted double-digit growth in bookings of 10.3%. We opened 63 new stores in 4Q14 (net of closings), resulting in 120 net new store openings in 2014, exceeding our target of 100 openings for the year. It is important to emphasize that we open stores in locations previously identified as attractive by both our expansion committee and our master franchisees, and that sales for the newlyopened stores are in line with first-year sales for the 2012 and 2013 store vintages. Furthermore, the online channel continued to generate rapid growth, with a 44.7% increase in 2014 versus During this period, we have enhanced the online channel by implementing new features, increasing the portfolio of products and improving the user experience, resulting in significant increases in online conversion rate and bookings growth, as follows:

2 During 2014, we have held promotions with several airline companies and hotel chains and we have also increased the number of international hotels with which we negotiate directly to approximately 900 in December 2014 from approximately 200 in December Additionally, we have continued to increase the breadth of our product portfolio, launching new circuits in Brazil and overseas, as well as more than 20 short trip destinations (e.g. Campos do Jordão, Búzios, Guarujá, Olimpia and Angra dos Reis) and more than 300 business hotels. In order to improve customer experience at the point of sale and bring more efficiency into the sales processes, in 2014 we launched approximately 80 new promotional guidebooks (totaling 6 million printed brochures) for our main destinations that appeal to all customer segments, including those seen below: We have also announced the acquisition of a 51% stake in Duotur *, the leading player in the airline consolidator market in Brazil with a focus on business travel, with strong and long-standing relationships with virtually all major airlines and more than 5,000 independent agents in Brazil, generating bookings of approximately R$3.0 billion in Given CVC s product portfolio and Duotur s strong relationship with independent agents and leading B2B IT platform in the tourism industry, we believe we can leverage Duotur and CVC s capabilities by offering business hotels, leisure packages and car rentals through Duotur s sales channel. Moreover, Duotur s role as an important partner for many international airlines will result in new opportunities for CVC to continue to grow its international product offering.

3 This year, we also bolstered our corporate structure through the hiring of seasoned executives for key areas such as Domestic Products, Operations and Sales. Additionally we have hired a Student Travel Director and we will launch this new business unit on March and we will also develop other new revenue streams. * Subject to approval by antitrust authority (CADE) The new organizational structure is presented below: In 2015, we will continue to strengthen our channels through the roll-out of a new, user-friendly sales platform, which will be available to internet users, exclusive stores and independent agents, in addition to the opening of new stores in accordance with our business plan. The macroeconomic environment remains challenging in 2015, but we are confident that CVC will continue to grow in line with its strong historical trends. We started the year with two company records, as shown below:

4 Resilient Business Model: Since the new management team was put in place, CVC posted 6 quarters of strong growth out of 7 quarters (FIFA World Cup affected 1 quarter)

5 * Year-over-Year growth Overall Results

6 R$ mm* 4Q14 4Q13 Chg Chg. Operating Results Total Bookings 1, , % 4, , % Exclusive Stores 1, % 3, , % Same Store Sales - growth 6.8% 12.3% -5.5 p.p. 5.4% 11.8% -6.4 p.p. Independent Agents % % Online Bookings % % Exclusive Stores (units) Consumed Bookings 1, , % 4, , % Financial Results Net Revenue % % Net Revenue Margin % 15.5% -0.1 p.p. 15.4% 15.8% -0.4 p.p. EBITDA ,4% % EBITDA Margin % 50.4% 2.7 p.p. 49.1% 45.2% 3.9 p.p. Adjusted EBITDA % % Adjusted EBITDA Margin % 54.2% 2.6 p.p. 52.4% 51.3% 1.1 p.p Net Income % % Net Income Margin % 21.7% 5.3 p.p. 20.4% 17.4% 3.0 p.p. Adjusted Net Income % % Adjusted Net Income Margin % 26.7% 4,8 p.p. 24.5% 23.6% 0.9 p.p. ROIC % 40.7% 7.6 p.p 48.3% 40.7% 7.6 p.p * Figures in R$ millions, except when indicated otherwise 1 Percentage of consumed bookings 2 Percentage of net revenue 3 Adjusted EBITDA excludes non-cash and non-recurring expenses (see EBITDA and Adjusted EBITDA section) 4 Adjusted net income excludes non-cash and non-recurring expenses (see Net Income section) 5 LTM return on invested capital Operating and Financial Results Bookings R$ mm* 4Q14 4Q13 Chg Chg. Total Bookings 1, , % 4, , % Exclusive Stores 1, % 3, , % Same Store Sales - growth 6.8% 12.3% -5.5 p.p. 5.4% 11.8% -6.4 p.p. Independent Agents % % Online Bookings % % Exclusive Stores (units) * Figures in R$ millions, except when indicated otherwise Bookings increased year-over-year by 9.9% in 4Q14. Although the presidential election negatively impacted October bookings, which increased 6.1% versus October 2013, November and December bookings experienced strong growth at a rate of 12.1%.

7 In mid-october 2014, a new version of CVC s internet platform was launched, resulting in a better user experience and more efficient IT operations. As expected, the stabilization process for the new platform took three months, adversely impacting online bookings in October, November and a portion of December, with growth returning to recent historical levels in the second half of December. With respect to the full 2014 fiscal year, despite the negative impact of the FIFA World Cup in 2Q14 and the presidential election in October, bookings increased 10.3%. Top-line results were driven mainly by new store openings, online sales growth of approximately 45% and same store sales growth (almost in line with inflation). Consumed Bookings and Boarded Passengers R$ mm* 4Q14 4Q13 Chg Chg. Consumed Bookings 1, , % 4, , % Boarded Passengers - 000s 1, % 3, , % *Figures in R$ millions, except when indicated otherwise Consumed bookings totaled R$1,433.8 million in 4Q14, representing a 20.9% increase over 4Q13, and boarded passengers increased by 17.0% during the same period. The strong growth was driven by various sales and marketing initiatives, in addition to the impact of consumers postponing their vacation from July (during the FIFA World Cup) to December. The average gap between the date of booking and the date of travel increased to 66 days in 4Q14 from 65 days in 4Q13. In 2014, consumed bookings and boarded passengers grew 14.2% and 7.5%, respectively. Revenue R$ mm* 4Q14 4Q13 Chg Chg. Gross revenue % % Taxes and deductions (14.7) (11.7) 26.1% (46.6) (41.3) 12.7% Net revenue % % Margin % 15.5% -0.1 p.p. 15.4% 15.8% -0.4 p.p. * Figures in R$ millions, except when indicated otherwise 1 Net revenue as a percentage of consumed bookings

8 Net revenue was R$220.5 million in 4Q14 and R$714.5 million in full-year 2014, representing increases of 20.1% and 11.4%, respectively, from the comparable periods in Net revenue as a percentage of consumed bookings was 15.4% in both 4Q14 and 2014 periods, representing decreases of 0.1 p.p. and 0.4 p.p. from 4Q13 and 2013, respectively. The slight decrease in 4Q14 was mainly related to a higher percentage of International bookings, as 4Q14 product mix was almost in line with 4Q13. Operating Expenses R$ mm* 4Q14 4Q13 Chg Chg. Operating Expenses (110.2) (97.3) 13.2% (390.5) (375.6) 3.9% (-) Non- Recurring Itens % % Recurring Operating Expenses (102.1) (90.4) 12.9% (367.4) (336.3) 9.2% Selling (41.5) (35.4) 17.3% (146.6) (134.9) 8.6% General and administrative (50.2) (44.6) 12.4% (180.7) (166.3) 8.7% Depreciation and Amortization (6.9) (6.3) 8.3% (26.9) (24.3) 11.0% Other operating expenses (3.6) (4.1) -11.8% (13.1) (10.7) 22.3% * Figures in R$ millions, except when indicated otherwise Recurring operating expenses increased 12.9% in 4Q14 from 4Q13, primarily due to an increase in selling expenses (advertising, credit card fees and allowance for bad debts). Additionally, general and administrative expenses grew 12.4%, primarily due to a bonus to be paid to employees related to the improvement of results and annual salary increase (collective bargaining). Depreciation and amortization expenses increased by 8.3% in 4Q14 and 11.0% in 2014 compared to 2013 due to an increase in intangible assets. Non-recurring expenses increased to R$8.1 million in 4Q14 from R$6.9 million in 4Q13 and were related to one-time events that are not part of the ordinary course of business. In addition to stock options and extraordinary bonuses, 4Q14 non-recurring items comprise expenses related to M&A initiatives totaling R$ 2.1 million.

9 In 2014, operating expenses increased 9.2%, compared to consumed bookings and net revenue growth of 14.2% and 11.4%, respectively, in the same period. Non-recurring expenses in the 2014 totaled R$23.1 million, a 41.3% decrease when compared with the same period in For additional detail on adjustments, please see the EBITDA and Adjusted EBITDA section of this earnings release. EBITDA and Adjusted EBITDA R$ mm* 4Q14 4Q13 Chg Chg. Net income % % (+) Financial expenses % % (+) Income tax and social contribution % % (+) Depreciation and amortization % % EBITDA % % (+) Stock options (+) Consulting expenses (+) M&A expenses (+) Online indemnification (+) Extraordinary bonuses (+) Extraordinary losses (+) Restructuring Costs Adjusted EBITDA % % * Figures in R$ millions, except when indicated otherwise 1 Stock options: Non-cash expenses related to stock options which are granted to key executives 2 Consulting expenses: Expenses incurred by the Company in connection with strategic projects 3 M&A expenses: Expenses with legal advisors and auditing firms. 4 Online indemnification: Payments in connection with online transactions of online stores that were transferred to the Company when the new franchise model was implemented 5 Extraordinary bonuses: Comprises retention bonuses, sign-on bonuses and non-compete payments 6 Extraordinary losses: Primarily comprises labor contingencies related to cruise lines 7 Restructuring expenses: Expenses related to employee severance, the write-off a discontinued CRM system and early termination penalties 8 Represents Adjusted EBITDA as a percentage of net revenue As a result of the items mentioned above, EBITDA totaled R$117.1 million in 4Q14, 26.4% higher than 4Q13. Adjusted EBITDA was R$125.3 million in 4Q14, an increase of 25.9% as compared to 4Q13. As a percentage of net revenue, Adjusted EBITDA was 56.8%, 2.5 p.p increase versus 4Q13.

10 EBITDA and Adjusted EBITDA totaled R$351.0 million and R$374.1 million during 2014, respectively, representing increases of 21.1% and 13.7%, respectively, from As percentage of net revenue, Adjusted EBITDA reached 52.4%, 1.1 p.p. above Financial Expenses R$ mm* 4Q14 4Q13 Chg Chg. Total financial expenses (24.3) (24.6) -1.0% (99.3) (98.9) 0.3% Financial Expenses 1 (23.3) (23.7) -1.6% (95.5) (96.2) -0.7% Other 2 (1.0) (0.9) 12.7% (3.8) (2.8) 36.0% Total financial income % % Exchange variation (0.6) (0.7) (3.9) 2.7 Financial Expenses (net) (23.8) (24.6) -3.3% (98.9) (90.9) 8.8% * Figures in R$ millions, except when indicated otherwise 1 Primarily related to interest expense accrued under the account payable to FIP GJP and financial services fees, including interest expense from credit card factoring. 2 Primarily related to the tax on financial transactions (IOF) and bank expenses Financial expenses decreased 1.1%, principally as a result of lower interest expenses resulting from the decrease in the principal amount due to the founding shareholder and lower factoring receivables expenses. Net financial expenses decreased 3.4%, led by year-over-year gains in financial income, in addition to the effect on financial expenses mentioned previously. Net financial expenses totaled R$98.9 million in 2014, 8.8% above that of 2013, principally as a result of: (i) exchange rate variation; and (ii) a decrease in financial revenue related to the lower cash balance during the period. Net Income As a result of the items mentioned above, Net Income totaled R$59.6 million in 4Q14, a 49.4% increase versus 4Q13, while Adjusted Net Income increased 41.2% in the same period.

11 R$ mm* 4Q14 4Q13 Chg Chg. Net income % % (+) Stock options (+) Consulting expenses 2.0 (+) M&A expenses (+) Online Indemnification 5.2 (+) Extraordinary bonuses (+) Extraordinary losses (+) Restructuring Costs 5.3 (+) Earn-out provision (+) Franchisee agremement Amortization Adjusted Net Income % % * Figures in R$ million, except when indicated otherwise Net Income and Adjusted Net Income in 2014 totaled R$145.7 million and R$174.9 million, respectively, representing increases of 30.5% and 15.6%, respectively, versus the previous year. Investments As a result of CVC s asset-light business model, we do not own significant travel-related assets (such as aircrafts and hotels) or make significant investments in fixed assets. Our investments are mainly related to software and IT systems required to support our sales. Investments totaled R$10.0 million in 4Q14 and R$11.4 million in 4Q13, representing 0.7% and 1.0% of bookings, respectively. Investments in 2014 totaled R$26.0 million, corresponding to 0.5% of bookings in the period.

12 Cash Flow 1 (R$MM) 4Q14 4Q Net Income Deferred income tax and social contribution Provision for earn-out Interests Share-based payment expenses Franchisee contract amortization (B&M) Depreciation & amortization Other (Increase) / decrease in working capital (14.2) Cash flow from operations Capex (10.0) (11.4) (26.0) (35.2) Cash flow from operations, net of capex Franchisee contract payment (B&M) (19.6) (17.0) (45.1) Cash flow from Investing activities (10.0) (31.0) (43.1) (80.2) Payment of debt to shareholders (111.0) (11.0) (144.0) (44.0) Payment of interest (3.5) (5.7) (15.5) (16.8) Dividend paid (14.5) (29.2) Stock Capital Increase 11.3 Increase / (decrease) in receivables anticipation (8.7) (77.8) (50.9) (306.1) Initial Public Offering expenses (6.9) (6.9) Cash flow hedge effect (0.4) Cash flow from financing activities (138.2) (98.9) (224.1) (371.8) Cash flow from the period (11.4) (15.7) 5.8 (242.3) Cash balance in the beginning of the period Cash balance in the end of the period * Figures in R$ millions, except when indicated otherwise 1 Exclusively for managerial purposes, CVC adds factored receivables to accounts receivable and considers factored receivables as debt to cover its capital needs Cash flow generated by operating activities, net of capex, increased to R$126.7 million in 4Q14 from R$102.8 million in 4Q13, driven mainly by an increase in net income and improvement in working capital efficiency (from 27 to 24 days). In 2014, cash from operating activities net of capex totaled R$247.0 million, 41.5% higher than the amount generated in 2013, used mainly for (i) the payment of the R$144.0 million debt to the founding

13 shareholder (FIP GJP), (ii) the payment of dividends totaling R$29.2 million and (iii) a reduction in factored receivables of R$50.9 million.

14 Return on Invested Capital (ROIC) Return on invested capital was 48.3% in the LTM period ended December 31, 2014, 7.6p.p.higher than in the LTM period ended December 31, This growth was attributable to growth in EBIT and a reduction in PP&E (including intangible assets), along with a slight net working capital improvement. R$ mm* Chg. EBIT % Tax rate (34%) (118.0) (103.7) 13.9% Goodwill tax benefit NOPAT % Net PP&E % Net Working Capital % Invested Capital % ROIC 48.3% 40.7% 7.6 p.p. *Figures in R$ millions, except when indicated otherwise 1 Managerial LTM EBIT, adjusted for non-recurring items 2 Non-current assets (excluding the deferred taxes related to the FIP GJP earn-out) minus non-current liabilities (excluding debt) 3 Current assets minus current liabilities, excluding debt and cash and equivalents Indebtedness (R$ million)

15 The net debt balances (net of cash and equivalents) at December 31, 2014 and December 31, 2013 were R$52.9 million and R$199.5 million, respectively. Taking factored receivables into account, net debt was R$124.0 million at December 31, 2014, and R$321.5 million at December 31, 2013, representing 0.33x and 0.98x last twelve months EBITDA, respectively. Lower indebtedness is related to the payment of debt to a shareholder (FIP GJP) and stronger cash generation, leading to a lower amount of factored receivables. Payment of Dividends and Interest on Equity In May 2014, CVC paid a dividend of R$14.7 million (related to fiscal year 2013). With respect to fiscal 2014 results, CVC s Board of Directors approved the Financial Statements on February 5, 2015 and recommended that CVC pay a dividend of R$83.0 million due to the company s strong financial position. Considering the payment of R$14.5 million as equity on interest on December 23, 2014, the total amount of R$97.5 million to be distributed as dividends (including interest on equity) is equivalent to approximately 70% of net income, representing a dividend yield of approximately 5.2% (based on the last 30 days market capitalization). The magnitude and timing of the dividend payment will be confirmed at the Ordinary Shareholders Meeting (to be held by April 30, 2015).

16 Balance Sheets Current Asset Current asset was R$1,995.9 million as of December 31, 2014, versus R$1,740.3 in December, 31, 2013, an increase of 14.7% or R$255.6 million. Current assets represented 86.9% and 84.1% of total assets in 2014 and 2013, respectively. Such increases was caused: (i) R$146.4 million increased in accounts receivable, (ii) R$72.7 million increase in advance to suppliers and (iii) R$25.3 million increase in prepaid expenses. Noncurrent asset Noncurrent assets was R$300.4 million as of December 31, 2014 and R$329.1 in December, 31, 2013, a decrease of 8.7%, which corresponding to R$28.7 million. Noncurrent assets represented 13.1% and 15.9% of total assets in 2014 and 2013, respectively. This decrease is due to the R$36.8 million reduction in the balance of deferred taxes. Current liability Current liability was R$1,818.5 million as of Dec versus R$1,639.5 million in Dec , a 10.9% increase, representing R$179 million. As a percentage of liabilities and shareholder s equity, current liability was the same as previous year, 79,2%. Such increase is related mainly to the R$153.1 million increased in advance sales of travel packages, to the R$56.9 increase in accounts payable and increase of minimum dividends payable R$5.4 million. Both increases were partially offset by the R$39.5 decrease in related parties due mainly the payment to the FIP GJP. Noncurrent liability was R$18.9 million as of Dec versus R$113.6 million in Dec , a 83.3% decrease, representing R$94.7 million. As a percentage of liabilities and shareholder s equity, current liability decreased from 5.5% in 2013 to 0.8%. Such decrease was related mainly to the move of R$99.8 million balance due to related parties from noncurrent to current liability. Shareholders s Equity Shareholder s equity as of 31 December, 2014 was R$458.8 million, a 45.1% or R$142.5 million increase over the 31 December, As a percentage of liabilities and shareholder s equity, shareholder s equity increased from 15.3% in 2013 to 20.0% in 2014, driven mainly by the net R$145.7 net income in the fiscal year, R$11,3 stock capital increase and the additional dividend proposal R$62.9 million.

17 Shareholder Structure The subscribed capital as of December 31, 2014, is represented by 131,465,335 common shares (129,729,000 as of December 31, 2013), and is distributed as described below: December 31, 2014 December 31, 2013 Shares Amount Shares Amount FIP BTC 61,016,433 43,640 61,074,721 38,947 FIP GJP 32,571,515 23,295 32,602,630 20,791 FIM GP7 1,397,552 1,000 2,301,649 1,468 Other 36,479,835 26,091 33,750,000 21,522 Total 131,465,335 94, ,729,000 82,728 Dividends On February 05, 2015, the Board of Directors approved the proposal of additional dividends related to the year ended December 31, 2014, as detailed below. December 31, Net income 145, ,682 Accumulated losses from prior years - (49,578) Net income, after the absorption of accumulated losses 145,739 62,104 Legal reserve (5%) (7,287) (3,105) Basis for calculation 138,452 58,999 Minimum Dividends 34,613 14,750 Own interest capital paid in advanced (14,497) - Dividends payable 20,116 14,750 Additional dividend proposal 62,884 -

18 Human Resources The business of CVC is based on to the principles of meritocracy, and people management has a strategic role in our business model. This philosophy is disseminated through all the governance structures of CVC. The company has created a results-based rewards program which includes 100% of the employees, to accelerate the assimilation of culture of results throughout the organization. In addition, as a way of contributing to the professional education and the provision of qualified services, the CVC organizes a training program for travel agents, which aims to empower and develop sales professionals and travel agency. The CVC finalized the year 2014 with 1,264 employees. The company usually invests in training and qualification programs, creating opportunities and enhancing the purchase experience for its customers.

19 Social Programs The CVC actively participates in initiatives that contribute to the sustainable tourism industry, to the development of the company and to the more than 1,000 tourist destinations in which CVC is presented, was well as to society as a whole. Currently, the company supports the following initiatives: Fundação Abrinq Stamp CVC is a "Empresa Amiga da Criança" (Children friendly Company), recognized by Abrinq Foundation and Save the Children (non-profit organization), for the development of social projects target do children and teenagers. Alfasol Solidary Company Stamp To encourage the entry of young people in the tourism market, one of the most promising in Brazil, CVC is the sponsor of the project of professional initiation in tourism. Conducted by Alfasol - literacy solidarity in 2013, the project benefited 500 young people from the city of São Paulo, which in 2014 participated in recruiting processes and in training programs in tourism. The partnership will also be extended to Braztoa sustainability program As one of the 90 operators associated with Braztoa Brazilian Association of travel Operators, CVC participates, since 2012, CVC takes part of the Braztoa Sustainability program, an initiative which aims to study and disseminate the sustainability theme along with a working group formed by 22 carriers. In 2013, the company won second place awards, for having implemented some actions internally and in 2014 the Company won the awards for having supported the PIET Programa de Educação Turística no destino turístico de Foz do Iguaçu. Christmas Lights - Gramado CVC is one of the main creators of employment and income in tourism intensive regions, and as part of its activities, supports the implementation of attractions to encourage culture and the flow of tourists in such destinations. One of the events that had the cultural support was Christmas Lights in Gramado, known as the biggest event of Christmas of Brazil and one of the largest in the world, that have transformed the city of Gramado (RS) in a city of charm for more than 25 years, with scenarios and Christmas shows for all ages, between November and January. Assistantial and Educational Intitute Dr. Klaide CVC has been the sponsor of Assistantial and Educational Institute Dr. Klaide for more than 10 years, providing financial resources and developing social actions. Based on Santo André, the institute assists elderly, children and teenagers of approximately 500 low income families, providing reinforcement classes, medical and psychological care, leisure activities and recently, professional training to youth. Viaja Mais Melhor Idade Program CVC takes part of the Viaja Mais Melhor Idade Program, backed by the Ministry of Tourism with the goal of stimulating people over 60 years to travel, especially off-season. Carlyle Institute

20 The CVC supports the Carlyle Institute, which collaborates with the development of NGOs focused on education, through financial support and strategic services consultancy based on methodology similar to private equity, aiming at the sustainability of its activities in the long term. The Institute is an initiative of the Carlyle Group employees in Brazil, which has the support of the Fund's headquarters office, located in the United States.

21 Services provided by the independent auditor The financial statements of the Company and its subsidiary for the year ended December 31, 2014 were audited by Ernst &Young SS Independent Auditors. In reference to CVM Instruction No. 381 of January 14, 2003, and CVM / SNC / SEP No. 01/2007 of 14 February 2007, CVC advises that its policy with the independent auditors in concerns the provision of services not related to external audit is based on principles that preserve the auditor s independence. These principles are based on the fact that the auditor cannot audit its own work, perform managerial functions, advocate for your client or provide any other services that are considered prohibited by current standards, so maintaining independence. The independence of auditors is ensured, since in all these aforementioned activities, the decision making about strategies and procedures adopted was established by Company s management.

22 Directors' statement on the financial statements CVC Brasil Operadora e Agencia de Viagens S.A. LUIZ EDUARDO FALCO PIRES CORREA, Brazilian, married, engineer, CPF/MF no , and RG no SSP/SP, commercial address in Santo Andre, São Paulo State, at Rua das Figueiras, no 501, 8th floor, Bairro Jardim, ZIP Code , as the CEO of CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A., Brazilian corporation, located in Santo Andre, Estado do Sao Paulo, at Rua das Figueiras, no 501, 8th floor, CEP , CNPJ/MF no / and NIRE ("Company"), states, in the terms of items V and VI of paragraph 1 of article 25 of CVM Instruction No. 480, dated December, 7, 2009, as ammended, that, together with other Company's directors (i) reviewed, discussed and agreed with the independent auditors' opinion, and (ii) reviewed, discussed and agreed with Company and Consolidated financial statements for the year ended on December 31,2014. LUIZ FERNANDO FOGACA, Brazilian, married, economist, CPF/MF no , and RG no SSP/SP, commercial address in Santo Andre, Sao Paulo State, at Rua das Figueiras, no 501, 8th floor, Bairro Jardim, ZIP Code , as the CFO and IR Officer of CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A., Brazilian corporation, located in Santo Andre, Estado do Sao Paulo, at Rua das Figueiras, no 501, 8th floor, CEP , CNPJ/MF no / and NIRE ("Company"), states, in the terms of items V and VI of paragraph 1 of article 25 of_ CVM Instruction No. 480, dated December 7, 2009, as ammended, that, together with other Company's directors (i) reviewed, discussed and agreed with the independent auditors' opinion, and (ii) reviewed, discussed and agreed with Company and Consolidated financial statements for the year ended on December, 31, VALTER PATRIANI, Brazilian, married, entrepeneur, CPF/MF no , and RG no SSP/SP, commercial address in Santo Andre, Sao Paulo State, at Rua das Figueiras, no 501, 8th floor, Bairro Jardim, ZIP Code , as the Sales and Product Vice-President of CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A., Brazilian corporation, located in Santo Andre, Estado do Sao Paulo, at Rua das Figueiras, no 501, 8th floor, CEP , CNPJ/MF no / and NIRE ("Company"), states, in the terms of items V and VI of paragraph 1 of article 25 of CVM Instruction No. 480, dated December 7, 2009, as ammended, that, together with other Company's directors (i) reviewed, discussed and agreed with the independent auditors' opinion, and (ii) reviewed, discussed and agreed with Company and Consolidated financial statements for the year ended on December 31, ELTON FLAVIO SILVA DE OLIVEIRA, Brazilian, married, lawyer, CPF/MF no , and RG no SSP/SP, commercial address in Santo Andre, Sao Paulo State, at Rua das Figueiras, no 501, 8th floor, Bairro Jardim, ZIP Code , as the General Counsel of BRASIL OPERADORA E AGENCIA DE VIAGENS S.A., Brazilian corporation, located in Santo Andre, Estado do Sao Paulo, at Rua das Figueiras, no 501, 8th floor, CEP , CNPJ/MF no / and NIRE ("Company"), states, in the terms of items V and VI of paragraph 1 of article 25 of CVM Instruction No. 480, dated December 7, 2009, as ammended, that, together with other Company's directors (i) reviewed, discussed and agreed with the independent auditors' opinion, and (ii) reviewed, discussed and agreed with Company and Consolidated financial statements for the year ended on December, 31, MIGUEL MARTINS ALCANTARA JUNIOR, Brazilian, married, business manager, CPF/MF no , and RG no SSP/SP, commercial address in Santo Andre, Sao Paulo State, at Rua das Figueiras, no 501, 8th floor, Bairro Jardim, ZIP Code , as the IT Officer of CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A., Brazilian corporation, located in Santo

23 Andre, Estado do Sao Paulo, at Rua das Figueiras, no 501, 8th floor, CEP , CNPJ/MF no / and NIRE ("Company"), states, in the terms of items V and VI of paragraph 1 of article 25 of CVM Instruction No. 480, dated December, 7, 2009, as amm ended, that, together with other Company's directors (i) reviewed, discussed and agreed with the independent auditors' opinion, and (ii) reviewed, discussed and agreed with Company and Consolidated financial statements for the year ended on December 31, Santo Andre, February

24 Director s statement on Independent Auditors Opinion Pursuant item V of article 25 of the CVM Instruction No. 480, dated December 7, 2009, Management states that has reviewed, discussed and agreed with the opinions expressed in the independent auditors report on the company and consolidated financial statements of CVC Brazil Operadora e Agência de Viagens S.A., for the year 2014 issued on this date. Santo André, February 5, Director. Luiz Fernando Fogaça Vice President Finance and Investor Relations

25 Financial Statements CVC Brasil Operadora e Agência de Viagens S.A. and Subsidiary December 31, 2014 With Independent Auditor s Report

26 and Subsidiary Financial Statements December 31, 2014 Contents Independent auditor s report on financial statements... 1 Financial Statements Balance sheets... 3 Statements of income... 5 Statements of comprehensive income... 6 Statements of changes in shareholders equity... 7 Statements of cash flows... 8 Statements of value added... 9 Notes to Financial Statements... 10

27 Condomínio São Luiz Av. Presidente Juscelino Kubitschek, 1830 Torre I - 8º Andar - Itaim Bibi São Paulo - SP - Brasil Tel: (5511) ey.com.br Convenience translation into English from the original previously issued in Portuguese. Independent auditor s report on financial statements The Shareholders, Board of Directors and Officers CVC Brasil Operadora e Agência de Viagens S.A. Santo André - SP 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 balance sheet as of December 31, 2014, and the related statements of income, comprehensive income, changes in shareholders equity and cash flows for the year then ended, and a summary of significant accounting practices and other explanatory information. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices adopted in Brazil and in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal control as determined by management to be necessary for the preparation of financial statements free from material misstatement, whether due to fraud or error. Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Brazilian and international standards on auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company s preparation and fair presentation of the Company s financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company s internal controls. An audit also includes evaluating the appropriateness of accounting practices used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 1 Uma empresa-membro da Ernst & Young Global Limited

28 Opinion In our opinion, the 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. at December 31, 2014, its individual and consolidated financial performance and its cash flows for the year then ended in accordance with the accounting practices adopted in Brazil and in accordance with International Financial Reporting Standards (IFRS). Other matters Statements of value added We have also audited the individual and consolidated statements of value added for the year ended December 31, These statements are the responsibility of the Company's management and are required to be presented by Brazilian corporate law for publicly held companies, and are considered supplementary information under IFRS, whereby statements of value added are not required. These statements have been subject to the same audit procedures previously described, and, in our opinion, are presented fairly, in all material respects, in relation to the overall financial statements. São Paulo, February 5, ERNST & YOUNG Auditores Independentes S.S. CRC-2SP015199/O-6 Anderson Pascoal Constantino Accountant CRC-1SP190451/O-5 2

29 Balance sheets December 31, 2014 and 2013 (In thousands of reais) December 31, 2014 Company December 31, 2013 December 31, 2014 Consolidated December 31, 2013 Notes Assets Current assets Cash and cash equivalents 5 50,206 44,449 50,499 44,660 Derivative instruments 4.4 / 4.5 3, , Accounts receivable 6 1,388,418 1,246,296 1,396,119 1,249,712 Advances to suppliers 7 355, , , ,297 Prepaid expenses 8 164, , , ,736 Other 21,855 19,032 22,215 19,348 Total current assets 1,983,924 1,733,400 1,995,866 1,740,282 Noncurrent assets Accounts receivable - related parties 17 13,577 17,949 4,534 5,451 Deferred tax assets , , , ,982 Fixed assets 10 8,577 10,522 9,865 12,312 Intangible assets , , , ,558 Investments 9 3, Other 12,469 2,636 12,655 2,794 Total noncurrent assets 304, , , ,097 Total assets 2,288,511 2,066,845 2,296,230 2,069,379 3

30 December 31, 2014 Company December 31, 2013 December 31, 2014 Consolidated December 31, 2013 Notes Liabilities and shareholders equity Current Loans and financing Suppliers 364, , , ,620 Accounts payable - related parties , , , ,430 Advance sales of travel packages 18 1,231,025 1,079,239 1,235,371 1,082,337 Salaries and social charges 25,544 18,816 31,988 24,019 Taxes payable and contributions 18,467 18,651 21,325 19,260 Dividends payable 20,116 14,750 20,116 14,750 Other 29,796 36,578 31,154 37,952 Total current liabilities 1,810,748 1,633,696 1,818,467 1,639,451 Noncurrent Allowance for insufficiency of assets over liabilities 9-3, Accounts payable - related parties 17-99,761-99,761 Provision for legal claims 13 18,937 13,886 18,937 13,886 Total noncurrent liabilities 18, ,868 18, ,647 Shareholders equity Capital stock 15.a 94,026 82,728 94,026 82,728 Capital reserve 15.b 209, , , ,045 Profit reserve 88,734 40,492 88,734 40,492 Additional dividend proposal 15.g 62,884-62,884 - Other comprehensive income 4.4 3,847 1,016 3,847 1,016 Total shareholders equity 458, , , ,281 Total liabilities and shareholders equity 2,288,511 2,066,845 2,296,230 2,069,379 See accompanying notes. 4

31 Statements of income December 31, 2014 and 2013 (In thousands of reais, except per share data) Company Consolidated Year ended December 31, Year ended December 31, Notes Gross revenue , , , ,491 Taxes and deductions from gross revenue (41,996) (37,886) (46,551) (41,302) Net revenue 654, , , ,189 Operating expenses Selling expenses 20 (146,339) (134,812) (146,555) (134,922) General and administrative expenses 20 (153,226) (157,329) (203,705) (204,762) Depreciation and amortization 20 (26,080) (23,397) (26,935) (24,270) Equity results 9.c 6,335 (3,931) - - Other operating expenses (14,183) (11,462) (13,256) (11,689) Income before financial results 320, , , ,546 Financial expenses, net 16 (98,682) (90,889) (98,858) (90,891) Income before income tax and social contribution , , , ,655 Income tax and social contribution 14 (76,232) (64,908) (79,487) (62,973) Current (41,992) (28,377) (44,161) (28,377) Deferred (34,240) (36,531) (35,326) (34,596) Net income 145, , , ,682 Earnings per share - basic (R$) Earnings per share - diluted (R$) See accompanying notes. 5

32 Statements of comprehensive income December 31, 2014 and 2013 (In thousands of reais, except per share data) Company and Consolidated December 31, Net income 145, ,682 Change in fair value of cash flow hedges 4,290 1,986 Deferred tax effect (1,459) (675) Comprehensive income to be classified into income statement in the subsequent year 2,831 1,311 Total comprehensive income 148, ,993 See accompanying notes. 6

33 Statements of changes in shareholders equity December 31, 2014 and 2013 (In thousands of reais) Capital reserve Profit reserve Notes Capital stock Share-based payment reserve Goodwill reserve Legal reserve Working capital reserve Expansion reserve Reserve of retained earnings Additional dividend proposal Treasury Shares Retained earnings (accumulated losses) Other comprehensive income Total Balances on December 31, ,257 36, , (17,652) (49,578) (295) 210,632 Reserve capitalization of goodwill 15.a 26,471 - (26,471) Restricted shares granted 15.e Reversal of restricted shares granted 15.d (1,482) - - (617) Stock options granted 15.b - 14, ,803 Reversal of treasury shares 15.d - (19,134) , Cash flow hedge effect, net ,311 1,311 Net income for the year , ,682 Appropriation of legal reserve 15.g , (3,105) - - Dividends 15.f (14,750) - (14,750) Appropriation of working capital - reserve 15.g , (11,062) - - Appropriation of expansion reserve 15.g , (11,062) - - Initial public offering expenses 15.h (6,862) - (6,862) Retained earnings 15.g , (15,263) - - Balances on December 31, ,728 33, ,828 3,105 11,062 11,062 15, , ,281 Capital increase 15.a 11, ,298 Stock options granted 15.b - 17, ,290 Cash flow hedge effect, net ,831 2,831 Net income for the year , ,739 Appropriation of legal reserve 15.f , (7,287) - - Minimum dividends 15.g (34,613) - (34,613) Additional dividend proposal 15.g ,884 - (62,884) - Retained earnings , (40,955) - - Balances on December 31, ,026 50, ,828 10,392 11,062 11,062 56,218 62, , ,826 See accompanying notes. 7

34 Statements of cash flows December 31, 2014 and 2013 (In thousands of reais, except per share data) Company Consolidated December 31, December 31, Cash flows from operating activities Net income for the year 145, , , ,682 Adjustments to reconcile net income for the period with cash generated in operating activities: Deferred income tax and social contribution 34,240 36,531 35,326 34,596 Depreciation and amortization 26,080 23,397 26,935 24,270 Provision for earn-out (Note 17.c) 3,666 5,134 3,666 5,134 Allowance for doubtful accounts 9, , Share-based payment expenses 17,290 14,268 17,290 14,268 Online indemnification, unpaid - 1,642-1,642 Interest 15,077 16,433 15,077 16,433 Equity results (6,335) 3, Other 12,359 14,776 12,359 15, , , , ,882 Decrease/(increase) in assets Trade accounts receivable (151,883) (458,314) (156,167) (461,730) Advance to suppliers (72,778) (101,384) (72,703) (101,458) Prepaid expenses (24,556) (40,593) (25,280) (40,352) Other (10,772) (20,645) (14,298) (9,327) Increase/(decrease) in liabilities Suppliers 55,934 38,764 56,971 39,128 Accounts payable - related parties 5,204 2,353 1,409 (3,004) Advance sales of travel packages 151, , , ,135 Salaries and social charges 6,728 (2,368) 7,969 (2,180) Taxes payable and contributions (184) 10,758 2,065 11,223 Other 2,942 (38,302) 2,926 (37,752) Net cash generated from (used in) operating activities 220,298 (97,172) 222,079 (96,435) Cash flow from investing activities Fixed assets (18) (873) (45) (1,046) Intangible assets (41,356) (78,727) (43,028) (79,186) Net cash used in investing activities (41,374) (79,600) (43,073) (80,232) Cash flow from financing activities Capital increase 11,298-11,298 - Payments of debt to shareholders (144,033) (44,000) (144,033) (44,000) Payments of interest (15,474) (16,780) (15,474) (16,797) Initial public offering expenses - (6,862) - (6,862) Dividends paid (29,248) - (29,248) - Net cash used in financing activities (240,340) (67,642) (240,340) (67,659) Cash flow hedge effect 4,290 1,986 4,290 1,986 Increase (decrease) in cash and cash equivalents 5,757 (242,428) 5,839 (242,340) Cash and cash equivalents at the beginning of the period 44, ,877 44, ,000 Cash and cash equivalents at the end of the period 50,206 44,449 50,499 44,660 8

35 Statements of value added December 31, 2014 and 2013 (In thousands of reais, except per share data) Company Consolidated December 31, December 31, Revenue 686, , , ,066 Revenue from rendering services 696, , , ,491 Allowance for doubtful accounts (9,761) (425) (9,761) (425) 2. Inputs acquired from third parties (138,433) (156,587) (140,908) (160,316) Third-party services and other (138,433) (156,587) (140,908) (160,316) Gross value added 547, , , , Depreciation and amortization (26,080) (23,397) (26,935) (24,270) 4. Net value added produced by the entity 521, , , ,480 Equity results 6,335 (3,931) Value added received in transfer 528, , , ,480 Financial income 4,274 5,276 4,295 5,359 Total value added to be distributed 532, , , ,839 Total value added distributed (532,477) (457,232) (587,777) (502,839) 6. Distribution of value added Personnel (97,144) (85,750) (129,484) (116,192) Direct compensation (68,267) (61,004) (93,505) (84,766) Stock option (17,290) (14,268) (17,290) (14,268) Benefits (6,900) (6,133) (11,912) (10,504) Social security charges (4,687) (4,345) (6,777) (6,654) Taxes, fees and contributions (134,792) (117,744) (148,791) (125,209) Federal (119,751) (104,567) (131,415) (110,247) Local (15,041) (13,177) (17,376) (14,962) Interest and rent (154,802) (142,056) (163,763) (149,756) Interest (97,071) (97,002) (97,267) (97,087) Credit card fee (44,599) (43,065) (44,599) (43,065) Other (13,132) (1,989) (21,897) (9,604) 7. Return on own capital Dividends (34,613) (14,750) (34,613) (14,750) Compensation of accumulated loss - (49,578) - (49,578) Initial public offering expenses - (6,862) - (6,862) Appropriation for profit reserves (7,287) (25,229) (7,287) (25,229) Additional dividend proposal (62,884) - (62,884) - Retained earnings (40,955) (15,263) (40,955) (15,263) See accompanying notes. 9

36 1. General information CVC Brasil Operadora e Agência de Viagens S.A. ("CVC" or the "Company") is a publicly-held corporation headquartered in Santo André, State of São Paulo, CVC operates through its subsidiary CVC Serviços Agência de Viagens Ltda., ( CVC Serviços ). The Company was established on March 25, 2009, and began its operations on December 1, CVC and its subsidiary are engaged in providing tourism products and services and in selling, either separately or in an aggregate manner (tour packages), air tickets, ground transportation, hotel reservations, cruise line tickets and other tourism services to customers. As of December 31, 2014, CVC owned 34 stores (through CVC Serviços), 880 CVC exclusive branded stores and had commercial relationships with approximately 6,400 registered travel agents to sell CVCbranded products and services throughout Brazil. CVC also had agreements with a local representative to sell CVC-branded products and services in Argentina and Uruguay. The tourism services rendered by CVC are offered directly to customers by independent service providers and based on terms and conditions agreed to between CVC and its customers. CVC s business model is organized and supported under the Brazilian Tourism Law (Law 11,771/08). On December 23, 2009, The Carlyle Group ( Carlyle ), a Washington, D.C.-based global alternative asset management firm, purchased 63.6% of the shares of CVC Brasil Operadora e Agência de Viagens S.A., the successor of Operadora e Agência de Viagens CVC Tour Ltda. ( CVC Tur ), which consisted of spun-off assets from CVC Tur and eight other entities, through a special purpose vehicle named CBTC Participações S.A. On December 9, 2013, common shares of CVC commenced trading on the BM&FBOVESPA exchange under the ticker CVCB3. Initially 33,750,000 shares were offered through a secondary public offering, representing 26.02% of Company shares. On January 10, 2014, the secondary public offering of common shares issued by the Company was concluded. Due to the offering underwriters exercise of an over-allotment option, 91,600 additional shares were sold, totaling 33,841,600 shares representing approximately 26.09% of the Company s capital stock on that date. The issuance of the Company and Consolidated Financial statements was authorized by the Board of Directors on February 05,