Nelson Gomes - CEO and IRO João Arthur Souza - CFO.

Alexandre Falcão - HSBC Juan Tavares - Citigroup Talia Fernandez - Credicorp Capital.

Good afternoon, ladies and gentlemen. At this time, we would like to welcome everyone to Cosan S/A 2015 Results Conference Call. Today, with us, we have Mr. Nelson Gomes, CEO and Investor Relations Officer; Mr. João Arthur Souza, CFO; and Mr. Phillipe Casale, Investor Relations Manager of Cosan S/A.

We would like to inform you that this event is recorded and all participants will be in a listen-only mode during the company’s presentation. After Cosan’s remarks, there will be a question-and-answer session for industry analysts. At that time, further instructions will be given.

[Operator Instructions] The audio and slideshow of this presentation are available through live webcast at ir.cosan.com.br. These slides can also be downloaded from the webcast platform. Before proceeding let me mention that forward-looking statements will be made under the Safe Harbor of the Securities Litigation Reform Act of 1996.

Forward-looking statements are based on the beliefs and assumptions of Cosan’s management and on information currently available to the company. They involve risks, uncertainties and assumptions because they relate to future events and, therefore, depend on circumstance that may or may not occur in the future.

Investors should understand that general economic conditions, industry conditions, and other operating factors could also affect the future results of Cosan and could cause results to differ materially from those expressed in such forward-looking statements. Now, I’ll turn the conference over to Mr. Nelson. Mr. Nelson, you may begin the call..

Good afternoon everyone. Thanks for attending the fourth quarter conference call of Cosan S/A. We will discuss today all the business we have under the Cosan S/A company, which are Raízen fuels, energy business, gas distribution, lubricants and Radar.

We will go through each one of the business, talking about the fourth quarter results also year-to-date results. And now at the end of the presentation, we will provide the guidance for 2016 and for the next crop season. Now turning to page 4 starting with Raízen fuels business.

Now talking about volume, Raízen volume on this quarter was more resilient than the market dropping only 1% even with the economy slowdown we faced in Brazil. The Otto-cycle, Raízen volume in the quarter remain stable when compared with the previous quarter also better than the market.

Diesel volumes were also stable in the quarter even though we faced lower economic activity in the period partially offsets by a new B2B customers and higher demand for agriculture segment. On the aviation, the volumes sold were down 8% on the quarter when compared with the last one impacted mainly by the flight activity reduction in Brazil.

Now talking about the year of 2015, Raízen present a growth of 1%; helped by the network expansion and also some volume maturation outperforming the market. On the Otto-cycle, Raízen volumes in the year were up 4%, also supported by higher ethanol volumes that went up 41%. Diesel volumes went down only 1% in 2015, while the market went down 5%.

Volumes sold on the aviation segment in 2015 went down 3% impacted by the main reasons that I mentioned before, the flight activity reduction in the country. The service station network ended 2015 with a little under 5,700 units, a net 326 stations added in the year.

The adjusted EBITDA on the quarter, excluding effects from asset divestments and inventory gains, was $771 million, up 23% versus last year, which is mainly due to an efficiency or reflecting the efficiency on the fuel supply and commercialization strategy.

It’s important to remind once again that part of our contract model with the retail network is based on the rebate. So, in this period, this quarter, the rebate reached BRL39 million according to the number on the graphic highlighted in gray. The adjusted EBITDA for the year reached BRL2.4 billion, 15% higher than the last year.

The rebate represented BRL161 million for the year 2015. Now turning to Page 5 and talking about the sugar and ethanol business, and again, as a reminder, we are talking about the third quarter of the crop season here, which is the fourth quarter of the calendar year, last year.

Starting with the crushing, since we expanded the production until mid December, the year-to-date crushing volume reached 60 million tons of sugarcane at higher and higher end of our guidance.

The agricultural productivity remaining at a higher level compared with the last crop year and posted an increase of 15% from 9.3 tons to 10.7 tons of total recoverable sugar per hectare.

Now talking about volume and prices, sugar volumes sold in the fourth quarter of 2015 were 3% lower when compared to the same quarter last year and the average price reached 30% increase. It’s worth to mention that the average prices impacted by the hedge accounting effect on the net revenue in the fourth quarter 2014.

There was no effect on the fourth quarter 2015. On the ethanol, the volumes sold, including trading and resale, were 25% higher and the average price increased 21% when compared to the fourth quarter 2014, supported mainly by a higher demand on the ethanol in domestic markets as well as higher exports volume.

On energy cogeneration, the volumes increased by 42%, due to a higher crushing, but on the other hand average sales price fell 37% when compared to the same quarter of last year due to the sharp drop in the spot energy prices.

The adjusted EBITDA, which excludes the biological assets variation and hedge accounting impact, had an increase of 51%, reaching BRL1.1 billion this quarter, impacted by the higher ethanol volumes sold and better unit prices of both sugar and ethanol.

The CapEx in this quarter reached almost BRL350 million, a 34% reduction compared to the fourth quarter 2014.

The reduction was mainly due to one, the optimization of investments in replanting sugarcane fields; two, the smaller treating area due to the higher agricultural productivity as we mentioned before and finally, the conclusion of some of the expansion projects we had in place.

Talking about now our hedge position, at the end of the quarter we have for this crop season 2015-2016 fixed a 100% of the export volume with an average price of 44.2 cents of reais per pound and for the next crop season, 2017 at the end of the year we have approximately 50% of the total volume to be exported fixed at an average price of 55.4 cents of reais per pound.

Now, turning to Page 6 and talking about Comgás. Starting with the volumes, the positive highlight of the quarter was once again the commercial segment, which increased 3% the volumes sold.

The volumes sold on the residential segment also increased 2%, while the Industrial segment remains impacted by the economic slowdown and went down 10% when compared to the same quarter last year. In the year 2015, the volumes of the commercial segment grew 5% mainly due to the new connections during the year it’s over 1,100 new customers connected.

The volumes of residential segment ended the year stable, when compared to the previous year, reflecting from one side the water crisis that São Paulo state is going through, offset by over 110,000 new customers connected. The Industrial segment was directly impacted by the economic scenario. And the year ended with volumes sold 6% lower than 2014.

Now as presented in previous quarter, the chart on the right shows each segment’s relevance on total volumes sold and their contribution margin. The expansion focus are obviously both on commercial and residential segment, the ones as you can see with higher unit margins.

Now talking about the normalized EBITDA, normalized by the current account, on the quarter was 3% lower than same quarter last year, impacted mainly by the drop in the industrial volume, as I mentioned before.

Now talking about the year of 2015, EBITDA was up 7% versus previous year due to mainly one, better sales mix combined with the better adjustments, and two, better expense control. On the regulatory account this quarter, Comgás recovered BRL94 million, ending the period of 2015 with a balance of BRL117 million in our favor.

Now turning to Page 7, talking about the other businesses, we’re starting with Lubricants. Lubricants business was also impacted by the lower economic activity the market went down 9% year-on-year, while our volume in Brazil went down 6%. So we gained market share again the last year.

Even with the lower economic activity the company managed to show higher EBITDA, went up 22% versus last year due to better results from the international operations and better sales mix. Radar presented an EBITDA of BRL106 million in 2015, lower than last year due to a lower appreciation of our owned land portfolio.

Now talking about other business, the main components of G&A costs are consulting services and fees, as well as payroll expenses. There were some extraordinary effects in 2015. On the first Q, as you will remember we had a BRL100 million as an extraordinary expenses related to the deal of Rumo ALL.

And in this quarter the fourth quarter 2015, we had a positive impact of roughly BRL300 million related to our credit on a severance action. Now, turning to Page 8, we’ll go over the pro forma Cosan SA consolidated results, which includes 50% of both Raízen fuels and sugar ethanol and 100% of our controlled business.

Starting on EBITDA, the pro forma reported EBITDA was BRL1.8 billion in this quarter, 80% higher than the fourth quarter of 2014. When including all the adjustments that I mentioned before in each one of the business, the pro forma adjusted EBITDA went up 19% and reached BRL1.3 billion.

In the year, the pro forma reported EBITDA was 22% higher than last year reaching BRL4.6 billion, which is above the guidance we provide in the market. But if we adjust the EBITDA with all the effects that we mentioned before, the number is BRL4.2 billion up 12% versus last year.

On the CapEx, the quarter was BRL450 million, which represents a reduction of 22% when compared to the same quarter in 2014. The reason for the decrease is mainly due to the lower CapEx in both Raízen Energia and Comgas. Looking at the year, the CapEx was BRL1.9 billion, a 21% drop when compared to the previous year.

The free cash flow to the equity on this quarter reached BRL1.6 billion, reflecting mainly the better operational performance on Raízen. Now turning to Page 9, talking about debt and leverage, Cosan’s gross debt finished the fourth quarter 10% higher, mainly due to new debt raised mostly in both Raízen and Comgas.

The consolidated debt profile is mostly concentrated in mid-term and long-term, so you can see in the graph in the middle of the slide, and cost to equivalent remained at 93% of CDI, which includes all the hedge costs for the dollar denominated debts.

The pro forma cash and cash equivalents was BRL5.3 billion by the end of the quarter, and the pro-forma debt was BRL11.5 billion. So the leverage on the quarter reached 2.5 times EBITDA as we expected and as we mentioned in the previous calls with the market.

Now turning to Page 10, on the business manage - now we’re going go through the guidance for 2015. On the business managed on the calendar year for the sixth consecutive year we delivered the consolidated guidance, even in a very challenging year.

Now talking about Raízen, let’s now turn to Page 11, Raízen Energia, in addition to disclosing the preliminary guidance for the 2016 and 2017 crop year, we are updating the guidance for 2015 and 2016, once we went through already nine months of the crop year and we have now much more visibility on the results that we will deliver.

This review is mainly due to, one, better sugar and ethanol prices; two, higher ForEx variation and three, unstable inter-crop prices on ethanol.

Now, before presenting the guidance for 2016, please note that the guidance for Raízen is still preliminary, both on the Energia, the sugar and ethanol and the fuel distribution business because the company follows the crop year as you know and its budget process is still ongoing. So, we will confirm this number on the next Q.

Now, going through an overall comment on 2016 guidance, this guidance for this year points to an improvement in results when compared to the previous year, compared to 2016. So, the year 2016 we still face a very challenging macroeconomic scenario as you know.

However, all the companies remain focused on capturing all the operational efficiencies that certainly will contribute to better results. Now with that, I finished the presentation. And we are here myself and João Arthur and Phillipe for the Q&A session. Thank you..

We’ll now begin the question-and-answer session for investors and analysts. [Operator Instructions] Our first question comes from Mr. Alexandre Falcão with HSBC..

Well, thanks for the call. Good morning – good afternoon. I just wanted to go a little bit further on the fuel distribution margin in the guidance for next year. It’s clear that we’re going to see a challenging environment in terms of volumes. So just wanted to know giving your midpoint in the range flat EBITDA for this year.

This – are you accounting any important opportunities, is this a follow through from the margin that we had in the fourth quarter with lower volumes. So, how do you get to this flat EBITDA in this period, I am just trying to understand how you construct the rationale behind it? Thank you..

Okay. If we look at the guidance for the fuels distribution business in 2006, and if you take the midpoint of the guidance, you’re going to see a slight increase on the EBITDA numbers.

And basically the range of the guidance that we are providing for 2016, it has a potential downside that covers all the instability and the macroeconomic scenario that we are going through in Brazil.

But on the other hand, it provides you with an upside that includes all the other opportunity that may occur during the 2016 year including imports, including our potential price increase by Petrobras, a potential tax increase.

So all the other opportunities that we may have when going through 2016; it’s already covered in the high-end of the guidance. That said, important to remind this is a preliminary guidance because the budget process for Raízen as you know has not finished yet. So we will confirm this guidance on the next conference call..

But my question is do we think it’s sort of maintaining the same margin that we’re seeing right now and with lower volumes is that more or less the – because more close to midpoint of the range, right, which is as you said a little bit about this, over 2015.

So, is this the best way to go about it?.

It’s about right. I’ll just remind that the fourth quarter, our unit margins does not reflect the average year unit margins. There is a hike on the margin on the fourth quarter by seasonal effects. So, if you make the calculation using the midpoint of the guidance, you’re going to see that margins will be around stable..

Okay, perfect. Thank you..

Our next question comes from Juan Tavares with Citigroup..

Hi, thank you. Good morning everyone. Just two questions on my side.

The first one is regarding your cash flows; as you begin to generate this better cash flow, can you tell us how do you plan to prioritize the use of that cash regarding CapEx, leverage, dividend like how do you expect to spend that incremental cash flow? And second, just to get your overall perception and what’s your take on the potential developments in Brazil on fuel prices and overall taxes across the businesses and products you produce? Thanks..

Yes, and starting with the cash generation, the priority for this year 2015 as we share with the market – at the beginning of the year and we follow that up across the calls. It’s really delevers the company that we really achieved by the end of the year with 2.5 times net debt-to-EBITDA.

So if you look at a longer run, our target is really to go a little further down with that leverage to two times EBITDA. So by the end of the year, we expect – by the end of the year 2016, we expect to be around 2.3 times EBITDA and continually go into that direction in deleveraging the company.

With that said with all the cash that we are generating, mainly in Raízen and Comgás, we may decide to pay dividend as we did this time.

But also we have as you well pointed out, the option of better manage the best portfolio that we have, not only on the operational companies level, but also at the holdings company level that are less efficient in terms of tax. With that just to remind that we don’t have any liquidity problems, and we don’t have any kind of leverage problems.

So, it’s really a choice of how to better balance the payment of the current debts and deleverage the company even further or to pay dividends to the shareholders..

Okay, thanks..

Our next question comes from Talia Fernandez with Credicorp Capital..

Hello, everyone. Under your earnings release, on Page number 14, under the IFRS accounting, you repurchased EBITDA for more than 1 billion reais, compared to last year, few years, it’s like almost two times the amount you repurchased on 2014.

What’s the hike – like what’s the reason the company reported such growth?.

Talia, I’m sorry. We couldn’t get your question. The call is breaking up.

Can you please repeat?.

Yes. In your earnings release, on Page 14, under the IFRS accounting, you reported 1.2 billion reais in EBITDA compared to last year few years, it’s almost two times the number you reported in 2014, where does the growth come from? Hello..

Yes. João Arthur is the Finance Director, he will take that question..

Talia, this is the -- figures for Cosan S/A. We have a number of one-time event that are listed in the same report and that’s basically the reason for the improvements at the Cosan SA level and does not include….

And Talia, this is Phillipe, IR Manager of Cosan, just to give you a better sense here. It’s better for you to analyze the pro forma figures of the company, and specifically on the release, you can see each segment – statement, so you can see how the businesses are performing.

And then you do the consolidated figures, which is actually you can see on the same earnings release on Page 4, okay. You see segment by segment, all the results and the performance of each business, and that will give you a better sense and a better analysis of the company’s performance..

All right, thank you..

[Operator Instructions] Our next question comes from Juan Tavares with Citi Group..

Hi, thanks. Just a follow-up on the second question, I had asked. If you can just give us your sense on the potential developments locally in Brazil on fuel prices and if you foresee any differential tax hikes or tax movements within different businesses.

And may be if I can follow-up with a second question there on – in the other businesses, when you were discussing in your slides, you mentioned that you had 300 million reais gain due to a [sudden traction], and could you just explain that a bit because I’m just surprised that if it’s a gain what exactly was the event that took place? Thanks..

Well, I’ll go through the first question and then I’ll turn to Casale to get through the second question, all right? What we are planning here – what we have as of now, in our plans for next year on the fuel prices, it’s really a stable prices for both gasoline, ethanol, and also diesel.

So we are not including in our plans for next year, any fuel prices increase from Petrobras, the same for any tax increase. We realized that there is a potential there to increase both of them, both prices and tax, but we have not included in our plan so far. So the guidance that you see for 2016 does not include this potential upsides..

Okay. Juan, this is João Arthur. The company has moved in the past a number of legal actions against the federal government, seeking indemnization from losses we had with price control that the government placed on sugar and ethanol. I’m talking about the 80’s and 90’s. So this is a very long time ago.

And one of these actions, we had our favorite decision to the company. This happened during – as a second part of 2015 and we recognized that. Net of the success fee and the lawyer fees that we paid to our lawyers, we recognized we had 268 million reais. It’s important to notice that this is a non-cash event.

We probably are going to see the cash only in 2017 or 2018..

Great. Thanks, very clear..

Our next question comes from Alexandre Falcão with HSBC..

Thanks for the follow-up. I just wanted to clarify that there are a few gains that you guys had this quarter. I understand this is a cash event, but looking forward on, you probably renewed your hedge and perp.

I just wanted to know if we’re going to see something like that for – as a cash generation or a cash consumption, when is that? When’s the next hedge comes due? It’s last quarter of 2015? It’s a different timeframe? Just wanted to know if we’re going to see, if and when, we’re going to see some – a cash effect like that? Thank you..

Welcome. A 100% of our concern that is on hedge; the people and the interest. The gains we had from the liquidation of second certain derivative instruments, we had these in the first quarter, we’ve had these in the fourth quarter. And we continue to have 100% of our debt pattern.

But it also depends on the – whether the exchange rate goes to see if we’re going to have again a favorable or negative gain or loss on this. So, answering your question in a simple way, yes, we have hedged. We could have gains. But it all depends on what happens to the exchange rates..

I’m concern on that that I understand, just wanted to understand, if this is in a yearly hedge that you guys just put in November. So, it’s for next November or if FX goes to five – two months from now, you can achieve this in next quarter as an impact of – again, on cash in operations..

For the – perpetual we do in 2016, we used the short-term hedge. And right now we are – hedged again and it goes until the mid of March, but we’re going to keep hedging it. There’s no – it’s not our intention to not have the perpetual all the other debts unhedged..

Okay, that’s clear. Thank you..

This concludes the question-and-answer session for investors and analysts for today. I would like to invite Mr. Nelson Gomes to proceed with his closing statements. Please go ahead sir..

Well once again, thank you for attending the Cosan conference call this quarter. Just a friendly reminder that we will have our Cosan Day here in São Paulo in March 21 and in New York in March 23. So I see you all there. Thank you..

That does concludes Cosan’s audio conference call for today. Thank you very much for your participation and have a good day..