Cielo S.A. and Subsidiaries: (Convenience Translation Into English From The Original Previously Issued in Portuguese)

(Convenience Translation into English from the Original Previously Issued in Portuguese)
Cielo S.A. and Subsidiaries

Individual and Consolidated Interim Financial Information for the Quarter Ended September 30, 2011 and Report on Review of Interim Financial Information
(Convenience Translation into English from the Original Previously Issued in Portuguese) REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION To the Shareholders and Management of Cielo S.A. Barueri - SP Introduction We have reviewed the accompanying individual and consolidated interim financial information of Cielo S.A. and subsidiaries, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2011, which comprises the balance sheets and the related statements of income for the quarter and nine-month period then ended, and the statements of changes in equity and of cash flows for the nine-month period then ended, including a summary of significant accounting practices and the explanatory notes. Management is responsible for the preparation of the individual interim financial information in accordance with CPC 21 - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of review We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion on the individual interim financial information Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.
Deloitte Touche Tohmatsu
Conclusion on the consolidated interim financial information Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM. Other matters Interim statements of value added We have also reviewed the individual and consolidated interim statements of value added (DVA), for the nine-month period ended September 30, 2011, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information for the International Financial Reporting Standards IFRSs that do not require the presentation of DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole. The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil. So Paulo, October 28, 2011
DELOITTE TOUCHE TOHMATSU Auditores Independentes
Ismar de Moura Engagement Partner
2011-1490
2011 Deloitte Touche Tohmatsu. All rights reserved.
(Convenience Translation into English from the Original Previously Issued in Portuguese) CIELO S.A. AND SUBSIDIARIES BALANCE SHEETS AS AT SEPTEMBER 30, 2011 AND DECEMBER 31, 2010 (In thousands of Brazilian reais - R$)
ASSETS CURRENT ASSETS Cash and cash equivalents Trade accounts receivable Receivables from subsidiary Prepaid and recoverable taxes Receivables - securitization abroad Interest receivable - securitization abroad Prepaid expenses Other receivables Total current assets NONCURRENT ASSETS Deferred income tax and social contribution Escrow deposits Other receivables Investments in subsidiaries and joint ventures Property and equipment Intangible assets: Goodwill on acquisition of investments Other intangible assets Total noncurrent assets
Note
Company 09.30.2011 12.31.2010
Consolidated 09.30.2011 12.31.2010
LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Payables to merchants Trade accounts payable Taxes payable Payables to subsidiary Payables - securitization abroad Interest received in advance - securitization abroad Dividends payable Other payables Total current liabilities NONCURRENT LIABILITIES Provision for risks and escrow deposits Deferred income tax and social contribution Other payables Total noncurrent liabilities SHAREHOLDERS EQUITY Capital Capital reserve Treasury shares Earnings reserves Companys owners Noncontrolling interests Total shareholders equity TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
Note
Company 30.09.2011 31.12.2010
Consolidated 30.09.2011 31.12.2010
4 5 24 6 6
223.408 2.390.767 269 333 8.014 13.901 2.636.692
221.542 2.192.915 165 441 42.027 956 4.781 17.440 2.480.267
273.486 2.435.766 3.694 8.302 25.835 2.747.083
250.603 2.210.282 2.710 42.027 956 4.851 24.892 2.536.321
13 14 15 24 18 18 19.f) 16
1.801.330 167.458 264.863 11.666 79.845 2.325.162
1.168.440 145.875 405.351 25.946 42.003 956 117.958 79.848 1.986.377
1.801.330 217.414 270.668 104.830 2.394.242
1.168.440 180.761 409.042 42.003 956 117.958 97.197 2.016.357
7 17 8 9 10 11
284.856 566.964 622 170.045 431.925 10.143 50.548 1.515.103
245.324 467.245 1.078 76.088 346.498 10.143 40.067 1.186.443
295.573 592.211 647 445.312 86.931 130.690 1.551.364
255.216 489.204 1.090 360.290 53.779 75.506 1.235.085
17 16
599.057 10.237 609.294
495.100 5.452 500.552
630.847 4.958 35.811 671.616
523.633 5.579 31.586 560.798
19.a) 19.b) 19.g)
263.836 100.000 89.263 83.532 (58.399) (68.823) 922.639 1.065.072 1.217.339 1.179.781 1.217.339 1.179.781 4.151.795 3.666.710
263.836 100.000 89.263 83.532 (58.399) (68.823) 922.639 1.065.072 1.217.339 1.179.781 15.250 14.470 1.232.589 1.194.251 4.298.447 3.771.406
TOTAL ASSETS
4.151.795
3.666.710
4.298.447
3.771.406
The accompanying notes are an integral part of these financial statements.
CIELO S.A. AND SUBSIDIARIES INCOME STATEMENT FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010 (In thousands of Brazilian reais - R$, except earnings per share)
Note NET REVENUE COST OF SERVICES GROSS PROFIT OPERATING INCOME (EXPENSES) Personnel General and administrative Marketing Equity in subsidiaries Other operating expenses, net INCOME FROM OPERATIONS FINANCIAL INCOME (EXPENSES) Financial income Financial expenses Income from prepayment of receivables Adjustment to present value expense Exchange rate changes, net 21 22
Third quarter 2011 1.016.366 (323.394) 692.972
Company Third quarter 2010 09.30.2011 2.890.340 (901.899) 1.988.441 1.014.453 (299.594) 714.859
09.30.2010 2.924.750 (789.988) 2.134.762
Third quarter 2011 1.056.261 (365.617) 690.644
Consolidated Third quarter 2010 09.30.2011 3.004.404 (1.019.497) 1.984.907 1.031.064 (317.062) 714.002
09.30.2010 2.954.263 (826.179) 2.128.084
22 22 22 8 22 and 31
(28.958) (72.419) (45.108) 562 (24.925) 522.124
(87.092) (212.657) (102.581) 1.956 (35.662) 1.552.405
(29.679) (57.527) (27.768) 10.391 2.134 612.410
(83.280) (151.430) (85.152) 3.312 (2.481) 1.815.731
(49.210) (45.655) (45.159) (25.753) 524.867
(142.723) (141.483) (102.720) (37.940) 1.560.041
(42.753) (39.268) (27.792) 986 605.175
(117.236) (105.737) (85.259) (2.414) 1.817.438
30 30 30 30 30
6.586 (12.810) 159.872 (5.195) (114) 148.339
22.429 (46.912) 418.384 (10.467) 1.883 385.317
12.560 (14.714) 113.247 (6.890) 211 104.414
43.113 (29.447) 283.598 (31.375) 908 266.797
7.794 (12.928) 159.872 (5.195) (114) 149.429
25.032 (47.584) 418.384 (10.467) 1.883 387.248
13.171 (8.524) 113.247 (6.890) 211 111.215
44.582 (29.696) 283.598 (31.375) 908 268.017
INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION INCOME TAX AND SOCIAL CONTRIBUTION Current Deferred NET INCOME ATTRIBUTABLE TO Companys owners Noncontrolling interests
670.463
1.937.722
716.824
2.082.528
674.296
1.947.289
716.390
2.085.455
25 25
(222.826) 9.912 457.549
(671.472) 39.531 1.305.781
(241.152) 12.386 488.058
(719.302) 22.765 1.385.991
(226.605) 11.348 459.039
(678.820) 40.786 1.309.255
(241.343) 13.430 488.477
(719.493) 20.448 1.386.410
457.549 1.490 459.039 20.b) 20.b) 0,8407 0,8396 2,3993 2,3961 0,8970 0,8959 2,5473 2,5443 0,8435 0,8423
1.305.781 3.474 1.309.255 2,4057 2,4025
488.058 419 488.477 0,8978 0,8967
1.385.991 419 1.386.410 2,5481 2,5451
BASIC EARNINGS PER SHARE - R$ DILUTED EARNINGS PER SHARE - R$
Comprehensive income: The Company did not record other comprehensive income. Accordingly, a statement of comprehensive income is not presented.
CIELO S.A. AND SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010 (In thousands of Brazilian reais - R$) Company's owners Earnings reserves Capital budget Earnings reserve retention 766.897 Total Company's owners 860.429 Total shareholders' equity 860.429
Capital Note BALANCES AS AT DECEMBER 31, 2009 Allocation of earnings retention reserve: Dividends paid Interest on capital paid Capital budget reserve Capital increase Stock options granted Treasury shares Stock options exercised during the nine-month period Net income Allocation of net income for the nine-month periodDividends paid on retained earnings Interest on capital Legal reserve Effect of noncontrolling interests BALANCES AS AT SEPTEMBER 30, 2010 BALANCES AS AT DECEMBER 31, 2010 Allocation of earnings retention reserve: Dividends paid on retained earnings Capital budget reserve Capital increase Stock options granted Stock options exercised during the nine-month period Net income Allocation of net income for the nine-month periodDividends paid on retained earnings Interest on capital Legal reserve Effect of noncontrolling interests BALANCES AS AT SEPTEMBER 30, 2011 The accompanying notes are an integral part of these financial statements. Capital 75.379 reserve 72.305
Treasury shares (69.228)
Legal reserve 15.076
Noncontrolling interests
33 19.g)
24.621 -
8.098
(3.001) 2.633 -
(15.076) -
143.836 -
(603.775) (9.741) (143.836) (9.545) 1.385.991 (773.941) (16.199) (20.000) 575.851 901.236
(603.775) (9.741) 8.098 (3.001) 2.633 1.385.991 (773.941) (16.199) 850.494 1.179.781
419
(603.775) (9.741) 8.098 (3.001) 2.633 1.386.410 (773.941) (16.199) 2.291 853.204 1.194.251
100.000 100.000
80.403 83.532
(69.596) (68.823)
20.000 20.000 20.000
143.836 143.836
2.291 2.710 14.470
19.f) 19.d) 19.a) 33 19.e)
163.836 -
5.731 -
10.424 -
(20.000) -
180.933 (143.836) -
(720.303) (180.933) 1.305.781 (539.975) (24.100) (52.767) 688.939
(720.303) 5.731 10.424 1.305.781 (539.975) (24.100) 1.217.339
3.474
(720.303) 5.731 10.424 1.309.255 (539.975) (24.100) (2.694) 1.232.589
19.c)
263.836
89.263
(58.399)
52.767 52.767
180.933
(2.694) 15.250
(Convenience Translation into English from the Original Previously Issued in Portuguese) CIELO S.A. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED SEPTEMBER 30, 2011 AND 2010 (In thousands of Brazilian reais - R$)
Note CASH FLOWS FROM OPERATING ACTIVITIES Net income before income tax and social contribution Adjustments to reconcile net income before income tax and social contribution to net cash provided by operating activities: Depreciation and amortization Allowance for impairment on fixed and intangible assets Residual value of fixed and intangible assets disposed of or sold Share options granted Loss from equipment lease Provision for risks Adjustment to present value of receivables Equity in subsidiaries Write-off of other investments (Increase) decrease in operating assets: Trade accounts receivable Receivables from subsidiary Prepaid and recoverable taxes Other receivables (current and noncurrent) Escrow deposits Prepaid expenses Increase (decrease) in operating liabilities: Payables to merchants Trade accounts payable Taxes payable Payables to subsidiary Other payables (current and noncurrent) Provision for risks Cash provided by operating activities Interest received Interest paid Income tax and social contribution paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Capital increase in subsidiaries Acquisition of equity interest in joint venture Additions to fixed and intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Share options exercised Dividends and interest on capital paid Cash from acquired subsidiary Noncontrolling interests Treasury shares Net cash used in financing activities (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS Balance at end of period Balance at beginning of period (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
Company 09.30.2011 09.30.2010
Consolidated 09.30.2011 09.30.2010
1.937.722
2.082.528
1.947.289
2.085.455
22 9 33 17 30 8
163.794 (567) 12.044 5.731 22.302 103.957 10.467 (1.956) -
138.574 3.619 6.758 8.098 13.476 75.826 66.596 (3.312) -
173.990 (567) 12.634 5.731 22.302 107.517 10.467 -
140.273 3.619 7.040 8.098 13.476 75.289 66.596 202
(208.319) (104) 108 46.978 (99.719) (3.233)
(884.230) 2.174 136 125.925 (93.882) (1.111)
(230.326) (119) 44.383 (103.001) (3.348)
(883.675) (1.031) 128.771 (93.655) (1.188)
610.588 21.583 (5.009) (14.280) (38.179) 2.563.908 1.596 (1.596) (806.951) 1.756.957
807.430 51.658 3.329 464 (117.272) (342) 2.286.442 8.748 (8.748) (808.271) 1.478.171
610.588 29.069 (4.036) (33.149) (303) 2.589.121 1.596 (1.596) (813.389) 1.775.732
807.430 54.391 3.371 (119.396) (342) 2.294.724 8.748 (8.748) (806.757) 1.487.967
(92.001) (271.178) (363.179)
(41.100) (220.819) (261.919)
(92.001) (273.297) (365.298)
(22.983) (225.041) (248.024)
19.f)
10.424 (1.402.336) (1.391.912) 1.866
2.633 (1.509.021) (3.001) (1.509.389) (293.137)
10.424 (1.402.336) 1.667 2.694 (1.387.551) 22.883
2.633 (1.509.021) 3.273 (2.291) (3.001) (1.508.407) (268.464)
4 4
223.408 221.542 1.866
217.105 510.242 (293.137)
273.486 250.603 22.883
245.816 514.280 (268.464)
(Convenience Translation into English from the Original Previously Issued in Portuguese) CIELO S.A. AND SUBSIDIARIES STATEMENTS OF VALUE ADDED FOR THE PERIODS ENDED SEPTEMBER 30, 2011 AND 2010 (In thousands of Brazilian reais - R$)
Note REVENUES Gross revenue from services Losses on equipment lease
Company 09.30.2011 09.30.2010
Consolidated 09.30.2011 09.30.2010
21
3.218.220 (22.302) 3.195.918
3.258.420 (13.476) 3.244.944
3.356.925 (22.302) 3.334.623
3.299.607 (13.476) 3.286.131
INPUTS PURCHASED FROM THIRD PARTIES Service costs Materials, electric power, outside services and other Other expenses, net Loss on realization of assets
(670.938) (309.838) (15.923) 2.564 (994.135) 2.201.783
(593.885) (242.155) (14.779) 25.773 (825.046) 2.419.898
(753.743) (235.029) (19.763) 2.564 (1.005.971) 2.328.652
(617.546) (195.180) (15.307) 26.898 (801.135) 2.484.996
GROSS VALUE ADDED RETENTIONS Depreciation and amortization WEALTH CREATED, NET WEALTH RECEIVED IN TRANSFER Equity in subsidiaries Noncontrolling interests Financial income including exchange rate change, net and prepayment of receivables, net
22
(163.794) 2.037.989
(138.574) 2.281.324
(173.990) 2.154.662
(140.273) 2.344.723
1.956 432.229 434.185
3.312 296.224 299.536 2.580.860
(3.474) 434.832 431.358 2.586.020
(419) 297.713 297.294 2.642.017
30
WEALTH FOR DISTRIBUTION DISTRIBUTION OF WEALTH Employees Profit sharing Taxes and contribution Accrued interest and rentals Legal reserve Dividends and interest on capital paid Earnings retention WEALTH DISTRIBUTED
2.472.174
28
19.e)
(109.356) (27.442) (978.671) (50.924) (52.767) (564.075) (688.939) (2.472.174)
(99.497) (24.735) (1.048.194) (22.443) (20.000) (790.140) (575.851) (2.580.860)
(163.942) (37.075) (1.020.513) (58.709) (52.767) (564.075) (688.939) (2.586.020)
(128.429) (31.055) (1.068.478) (28.064) (20.000) (790.140) (575.851) (2.642.017)
(Convenience Translation into English from the Original Previously Issued in Portuguese) CIELO S.A. AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE QUARTER ENDED SEPTEMBER 30, 2011 (Amounts in thousands of Brazilian reais - R$, unless otherwise stated) 1. GENERAL INFORMATION Cielo S.A. (Company or Cielo) was established on November 23, 1995 in Brazil, and is primarily engaged in providing services related to credit and debit cards and other payment methods, as well as providing related services, such as signing up of merchants and service providers, rental, installation and maintenance of Point of Sales - POS equipment, and data capture and processing of electronic and manual transactions. Cielo is a corporation based in Barueri, State of So Paulo, registered with BM&FBOVESPA S.A. - So Paulo Stock, Mercantile and Futures Exchange. Cielo is controlled by Banco do Brasil Group and Bradesco Group. On January 23, 2003, the Company set up a branch in Grand Cayman, Cayman Islands (note 23), for the specific purpose of conducting abroad a receivables securitization transaction denominated in foreign currency (notes 6, 18 and 23). The operations of the Companys direct and indirect subsidiaries are as follows: Direct subsidiaries Servinet Servios Ltda. (Servinet) - engaged in the provision of maintenance and contacts with merchants and service providers for acceptance of credit and debit cards and other payment methods; development of related activities in the service segment that are of interest to Servinet; and holding investments in other companies as partner or shareholder. Servrede Servios S.A. (Servrede) - engaged in the provision of network technology management services, including data transmission, corporate solutions, private communication systems and electronic payment systems, in addition to application and data center services, development of other related activities in the service segment that are of interest to Servrede, and holding investments in other companies. CieloPar Participaes Ltda. (CieloPar) - engaged in holding investments in other companies as partner or shareholder. Indirect subsidiaries Prevsade Comercial de Produtos e de Benefcios de Farmcia Ltda. (Prevsade) Orizons subsidiary engaged in medicine benefit services to corporate customers, healthcare plans, public customers, and large laboratories. Prevsade manages the relationship of its customers employees with drugstores, doctors and the contracting company itself.
Precisa Comercializao de Medicamentos Ltda. (Precisa) - Orizons subsidiary engaged in the sale of medicines in general, with focus on health prevention and maintenance, with a scheduled delivery system. Precisa is a drugstore focused on the distribution of medicines to Prevsades customers, especially chronic patients. It is responsible for delivering medicines regularly administered to Prevsades customers with chronicle diseases, such as diabetes, cancer and heart and blood pressure conditions, which allows monitoring the delivery and use of medicines, increasing the treatments effectiveness. Multidisplay Comrcio e Servios Tecnolgicos S.A. (Multidisplay) - Servredes subsidiary engaged in data transmission services to load fixed or mobile phone credits, the sale of mobile or fixed phone credits, as well as technology, software development and licensing consulting services, product sale, and technology and sales representation services. M4 Produtos e Servios S.A. (M4 Produtos) - Multidisplays subsidiary engaged in data transmission services to load fixed or mobile phone, prepaid television, prepaid transportation and similar credits; mobile payment and technology consulting services; and software development and licensing. Paggo Solues e Meios de Pagamento S.A. (Paggo Solues) - a subsidiary of CieloPar, is engaged in the accreditation of merchants for acceptance of credit and debit cards; the supply and provision of solutions and electronic means for transaction capture and processing arising from the use of credit and debit cards; and the management of payables to and receivables from the network of authorized merchants, through the capture, transmission, data processing and settlement of electronic transactions with credit and debit cards for mobile payments. Braspag Tecnologia em Pagamento Ltda (Braspag) - a subsidiary of CieloPar, engaged in developing computer software; processing electronic transactions; providing advisory services and IT services relating to collection and management of payables and receivables via internet; managing third parties credit cards; obtaining, on behalf of credit card holders and accredited stores, financing with financial institutions; providing guarantees to the parties under credit card businesses. Acquisition of subsidiaries - Multidisplay and M4 Produtos In August 2010, the Company acquired, through its direct subsidiary Servrede, the control of Multidisplay Comrcio e Servios Tecnolgicos S.A. (Multidisplay) and its wholly-owned subsidiary M4 Produtos e Servios S.A. (M4 Produtos), which collectively form M4U, pioneering Brazilian company in and leader of the technology platform development segment both for loading cell phones and mobile payments. The price for the acquisition of 50.1% of the capital of M4U totaled R$50,650, of which R$25,600 was paid on the acquisition date and the remaining balance, recorded as Other payables in noncurrent liabilities, will be paid in 37 monthly installments, beginning on the transaction date, contingent to the attainment of certain financial performance goals, set out in the Share Purchase and Sale Agreement.
Investment Agreement - Paggo Solues joint venture On September 29, 2010, the Company, Tele Norte Leste Participaes S.A. (TNL) and Paggo Acquirer Gesto de Meios de Pagamento Ltda. (Paggo Acquirer, a TNL subsidiary) entered into an Investment Agreement to govern the interests of Paggo Acquirer and the Company though its subsidiary Cielo Par in a new company called Paggo Solues de Meios de Pagamento S.A. (Paggo Solues). Paggo Acquirer and the Company hold each 50% of the capital of Paggo Solues. Acquisition of subsidiary Braspag Tecnologia em Pagamento Ltda. On May 23, 2011, the Company acquired, through its direct subsidiary CieloPar, the control of Braspag Tecnologia em Pagamento Ltda. (Braspag), a leading payment processing company in the Brazilian e-commerce industry. All the shares in Braspag were acquired for R$40,000, paid on the date of acquisition. Beginning of the multi-brand environment The cards industry, specifically the accreditation segment, started experiencing a new competitive scenario beginning July 1, 2010, the date the acquirers began to capture and process transactions of all main cards brands. This change is in line with two recommendations suggested by the group formed by the Central Bank of Brazil (BACEN), the Department of Economic Law (SDE) and the Economic Monitoring Department (SEAE): opening accreditation activities and POS interoperability. Beginning July 1, 2010, the Company started capturing and processing MASTERCARD transactions. Other partnerships have also already been announced with AMERICAN EXPRESS (Banco Bankpar S.A. and Tempo Servios Ltda.), JCB and ELO, and national brands, such as AURA (part of MASTERCARD operations in Brazil), GOODCARD, MAIS! (Cred-System Group), and SOROCRED (Sorocred Meios de Pagamento Ltda.). The Companys positioning in the benefits card market was also strengthened by the announced partnership with Ticket, initially for the Ticket Refeio (meal tickets) and Ticket Alimentao (food vouchers) products. As a result, in addition to VISAVALE, the Company began offering TICKET and SODEXO brands, in addition to regional vouchers, such as Bnus CBA, Cabal, Policard, Verocheque and Sapore. Since July 2011, the Company started capturing and processing DINERS brand transactions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1. Declaration of conformity The Companys financial statements comprise: The Companys consolidated financial statements, which have been prepared in accordance with the international accounting standards (IFRS) issued by the International Accounting Standards Board (IASB), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and Brazilian accounting practices, in conformity with CPC 21 and IAS 34 - Interim Financial Reporting, issued by IASB, identified as consolidated.
10
The Companys individual financial statements, which have been prepared in accordance with accounting practices adopted in Brazil, in conformity with CPC 21 and identified as Company. The accounting practices adopted in Brazil comprise the policies incorporated to the Brazilian Corporate Law and the technical pronouncements, instructions and interpretations issued by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM). In the individual financial statements, investments in subsidiaries and joint ventures are stated under the equity method, as required by the legislation prevailing in Brazil. Therefore, these individual financial statements are not considered fully compliant with IFRS, which require these investments to be stated at fair value or cost in the separate financial statements. Since there is no difference between the consolidated shareholders equity and the consolidated net income attributable to the Companys shareholders recorded in the consolidated financial statements prepared under IFRS and the accounting practices adopted in Brazil and the Companys shareholders equity and net income recorded in the individual financial statements prepared under the Brazilian accounting practices, the Company elected to present the individual and consolidated financial statements as a single set in the side-by-side comparison format. 2.2. Basis of preparation The financial statements have been prepared based on the historical cost, except if otherwise stated in the following accounting policies. The historical cost is usually based on the fair value of the consideration paid in exchange for an asset 2.3. Functional and reporting currency The individual and consolidated financial statements are presented in Brazilian reais (R$), which is the functional and reporting currency of the Company. 2.4. Cash and cash equivalents Include cash, bank accounts and highly-liquid short-term investments with low risk of change in the value, stated at cost plus interest earned. Cash and cash equivalents are classified as loans and receivables and their income is recorded in profit or loss for the period. 2.5. Receivables from card-issuing banks and payables to merchants (transactions pending transfer) Refer to transactions carried out by the holders of credit and debit cards issued by financial institutions, consisting of receivables from card-issuing banks less interchange fees and payables to merchants less processing fees (discount rate), both with maturities of less than one year (see note 13).
11
2.6. Property and equipment Stated at historical cost, less depreciation. Depreciation is calculated under the straightline method, based upon the estimated useful lives of the assets. The estimated useful lives, the residual values, and depreciation methods are reviewed on an annual basis, and the effects from any changes in estimates are recorded prospectively. Subsequent costs are added to the residual value of property and equipment or recognized as a specific item, as appropriate, only if the economic benefits associated to these items are probable and the amounts can be reliably measured. Other repairs and maintenance are recognized directly in income when incurred. A fixed asset is written off after sale or when there are no future economic benefits arising from its continuous use. Any gains or losses on the sale or write-off of fixed assets are calculated based on the difference between the amounts received and its carrying amount and are recognized in income statement. 2.7. Intangible assets Intangible assets acquired separately Intangible assets acquired separately with finite useful lives are stated at cost, less amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis according to the estimated useful lives of the assets. The estimated useful life and amortization method are reviewed on an annual basis and the effect any changes in estimate is accounted for on a prospective basis. Intangible assets acquired separately with indefinite useful lives are stated at cost less accumulated impairment losses. Internally-developed intangible assets - research and development costs Research expenses are recognized as expense when incurred. The internally-generated intangible assets resulting from development costs (or an internal projects development stage) are recognized only if the following conditions are met: The technical feasibility for completing the intangible asset for use or sale. The intention to complete the intangible asset to use it or sell it. The ability to use the intangible asset or sell it. How the intangible asset is reasonably likely to generate future economic benefits. The availability of appropriate technical, financial and other resources to complete the development of the intangible asset to use it or sell it. The ability to reliably measure the expenses attributable to the intangible asset while it is developed.
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The amount originally recorded of internally generated intangible assets corresponds to the sum up of the expenses that have been incurred since the asset started to meet the recognition criteria previously mentioned. If no internally generated intangible asset may be recognized, the development costs are recognized in the statement of income when incurred. Subsequently to the initial recognition, internally generated intangible assets are stated at cost, less amortization and accumulated impairment losses, similarly to intangible assets acquired separately. Intangible assets acquired in a business combination In the consolidated financial statements, the intangible assets acquired in a business combination and recognized separately from the goodwill are recorded at fair value, which corresponds to its cost on the acquisition date. Write-off of intangible assets An intangible asset is written off after sale or when future economic benefits will not result from its use. Gains or losses on the write-off of an intangible asset are calculated based on the difference between the net revenue from sale and its carrying amount and are recognized in income statement when the asset is written off. 2.8. Impairment of tangible and intangible assets excluding goodwill At the end of each period, the Company and its subsidiaries review the carrying amount of its tangible and intangible assets to determine if there is any indication of impaired. If there is some indication of impairment, the recoverable amount of the asset is estimated to measure the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit of the asset. When a reasonable and consistent basis of allocation may be identified, the corporate assets are also allocated to the individual cashgenerating unit or to the smallest group of cash-generating units of this basis of allocation. The recoverable amount of an asset is the higher of its fair value less selling costs or its value in use. In appraising the value in use, the estimated future cash flows are discounted to present value at the discount rate, before taxes, that reflects a current market assessment of the time value of money and the specific risks to the asset to which the estimated future cash flows were not adjusted. If the carrying amount of an asset (or cash-generating unit) exceeds its recoverable amount, the carrying amount is reduced to its recoverable amount. Impairment losses are immediately recognized in income statement. As at September 30, 2011, no events indicating the need to recognize an allowance for losses were identified and, therefore, no allowance for losses was recorded in the financial statements for the nine-month period then ended.
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2.9. Business combinations In the consolidated financial statements, business acquisitions are recorded under the purchase method. The amount transferred in a business combination is measured at fair value. The acquisition costs are recognized in income statement when incurred. On the acquisition date, the identifiable assets acquired and liabilities assumed are recognized at fair value. The goodwill is measured based on the exceeding amount arising from the sum up of the amount transferred, the noncontrolling interest in the acquiree and the fair value of the acquirers interest previously held in the acquiree on the net amounts on the date of acquisition of the identifiable assets acquired and liabilities assumed. The noncontrolling interests that correspond to current interests and entitle their holders to a proportional portion of the entitys net assets in case of liquidation are measured based on the proportional stake of the noncontrolling interests in the acquirees identifiable net asset amounts recognized. Individual financial statements In the individual financial statements, the Company complies with Technical Interpretation ICPC 09 - Individual Financial Statements, Separate Financial Statements, Consolidated Financial Statements and Adoption of the Equity Method, according to which the amounts exceeding the acquisition cost on the Companys interest in the fair value of the acquirees identifiable assets, liabilities and contingent liabilities on the acquisition date are recognized as goodwill. The goodwill is added to the carrying amount of the investment. The Companys interests in the fair value of the identifiable assets, liabilities and contingent liabilities exceeding the acquisition cost, after revaluation, is immediately recognized in the statement of income. The amounts transferred and the fair value of assets and liabilities are measured based on the same criteria applicable to the consolidated financial statements. 2.10. Goodwill The goodwill arising from a business combination is stated at cost on the date of the business combination, net of accumulated impairment loss, if any. For impairment test purposes, goodwill is allocated to each one of the cash generating units which will benefit from the business combination synergies The cash-generating units to which goodwill was allocated are tested for impairment annually or more frequently, when there is any indication of impairment. If the recoverable value of a cash-generating unit is lower that its carrying amount, impairment losses are firstly allocated to write down the carrying amount of any goodwill allocated to the Cash Generating Units - CGU and subsequently to the other assets of the CGU, prorated to the carrying amount of each of its assets. Impairment losses on goodwill are directly recorded in income statement for the period. Impairment losses are not reversed in subsequent periods. When the related cash-generating unit is sold, the amount corresponding to the goodwill is included in the calculation of the gains or losses on the sale.
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2.11. Investments in subsidiaries and joint ventures A subsidiary is an entity, including an unincorporated entity such as a partnership, in which the parent owns, directly or through other subsidiaries, shareholder rights that entitle it, on a permanent basis, to prevail in corporate decisions and grant it the power to elect the majority of the officers. Prevalence in corporate decision-making and the power to elect the majority of the officers, on a permanent basis, presumably occur when the investor owns more than 50% of the voting capital in other entity. Under this method, the components of assets and liabilities and income and expenses of indirect subsidiaries are added to the fully consolidated accounting positions and the book value of noncontrolling interests, determined by applying the interest percentage of non-controlling shareholders in the subsidiarys equity. Joint ventures are those jointly controlled by the Company and one or more partners. Investments in joint ventures are recognized under the proportionate consolidation method, from the date the joint control is acquired. Under this method, the components of a joint ventures assets and liabilities, and income and expenses are added to the consolidated accounting positions proportionally to the venturers interest in its capital. In the individual financial statements, interests in joint ventures are recognized under the equity method. When a Group company conducts transactions with joint ventures, the related gains and losses are recognized in the Groups consolidated financial statements only proportionately to the Groups interests in those joint ventures that are not related to the Group. 2.12. Current and deferred income tax and social contribution The income tax and social contribution expense refers to the total current and deferred taxes. Current Income tax and social contribution are based on annual taxable income. Income tax was calculated at the rate of 15%, plus a 10% surtax on annual taxable income exceeding R$240. Social contribution was calculated at the rate of 9% on adjusted net income. The taxable income is different from net income as it does not include taxable or deductible expenses in other periods and nontaxable and permanently nondeductible items. Income tax and social contribution is calculated individually (per Group company) based on the statutory rates prevailing at the end of the period. Deferred Deferred income tax and social contribution are recognized on the differences between assets and liabilities recognized for tax purposes and related amounts recognized in the consolidated financial statements; however, they are not recognized if generated in the first-time recording of assets and liabilities in transactions that do not affect the tax bases, except in business combinations. Deferred income tax and social contribution are determined based on the tax rates and laws in effect at the date of the financial statements and applicable when the respective income tax and social contribution are paid. Deferred tax assets or liabilities are not recognized on temporary differences arising from goodwill or initial recognition (except for business combinations) of other assets and liabilities in a transaction that does not affect taxable income or book income. 15
Deferred income tax and social contribution assets are recognized only to the extent that it is probable that there will be a positive tax base for which temporary differences can be used and tax loss carryforwards can be offset. The recovery of deferred tax assets balance is reviewed at the end of each period and, when it is no longer probable that future taxable income will be available to allow the recovery of all or part of the assets, the asset is adjusted based on the expected recoverable amount. Deferred tax assets and liabilities are measured at the applicable rates in the period in which the liability or asset are expected to be settled or realized, according to the tax legislation prevailing at the end of each reporting period or to a new legislation, when this has been substantially approved. The deferred tax assets and liabilities are measured to reflect the tax implication that would arise from the way in which the Group expects, at the end of each reporting period, to recover or settle the carrying amount of these assets and liabilities. Current and deferred taxes are recognized in income statement except when they correspond to items recorded in Other comprehensive income, or directly in equity, when these current and deferred taxes are also recognized in Other comprehensive income or directly in equity, respectively. When current and deferred taxes arise from the initial recognition of a business combination, the tax effect is considered in the recognition of the business combination 2.13. Employee benefits The Company and its subsidiaries are co-sponsors of a defined contribution pension plan. Contributions are made based on a percentage of the employees compensation. Payments to defined contribution plans are recognized as expense when the services they entitle to are provided. 2.14. Financial assets and financial liabilities a) Financial assets Financial assets are classified in the following categories: (i) at fair value through profit or loss; (ii) held to maturity; (iii) loans and receivables; and (iv) available for sale. Classification is made according to the nature and purpose of the financial assets and is determined upon initial recognition. Financial assets at fair value through profit or loss Financial assets are classified at fair value through profit or loss when they are held for trading or designated at fair value through profit or loss when acquired. A financial asset is classified as held for trading if it is: Purchased principally for the purpose of selling it in the near term. Part of a portfolio of identified financial instruments that are jointly managed and for which there is evidence of a recent actual pattern of short-term profit-taking. A derivative that is not a designated and effective hedging instrument in hedge accounting.
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A financial asset that is not held for trading can be designated at fair value through profit or loss upon initial recognition when: This designation eliminates or significantly reduces an inconsistency that might arise upon measurement or recognition. It is part of a managed group of financial assets or liabilities, or both, and its performance is evaluated based on fair value according to the risk management or investment strategy documented by the Company, and the respective information is internally provided on the same basis. It is part of a contract containing one or more embedded derivatives, and CPC 38 and IAS 39 Financial Instruments: Recognition and Measurement permits that the combined contract as a whole (assets or liabilities) be designated at fair value through profit or loss. Financial assets at fair value through profit or loss are measured at fair value, together with gains and losses recognized in income for the period. Net gains or losses recognized in income include dividends or interest income by the financial asset. Held-to-maturity Financial assets with fixed or determinable payments and fixed maturities, which the Company has the intent and ability to hold to maturity are classified as held to maturity. Held-to-maturity financial assets are measured at amortized cost using the effective interest method, less the allowance for impairment losses. Revenue is recognized using the effective interest method. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market, measured at amortized cost using the effective interest method, less the allowance for impairment losses. Interest income is recognized by applying the effective rate method, except for short-term receivables when the recognition of interest would be immaterial. Available for sale Available-for-sale financial assets are non-derivative financial assets designated as available for sale and not classified in the any of the categories above. Available-for-sale financial assets are measured at fair value. Interest, inflation adjustment and foreign exchange fluctuation, when applicable, are recognized in profit or loss when incurred. Changes arising from measurement at fair value are recognized in a specific line item of shareholders' equity when incurred, and are charged to income when realized or considered unrecoverable.
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Effective interest method A method used to calculate the amortized cost of a financial asset or a financial liability and allocating interest income or interest expenses over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments of receipts (including all fees paid or received that are an integral part of the effective interest rate, transaction costs, and other premiums or discounts) through the expected financial asset life, or, when appropriate, for a shorter period. b) Financial liabilities Financial liabilities are classified at fair value through profit or loss or as other financial liabilities. Financial liabilities at fair value through profit or loss This category includes financial liabilities held for trading or when designated at fair value through profit or loss. A financial liability is classified as held for trading if it is: Incurred principally for the purpose of repurchasing it in the near term. Part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. A derivative that is not designated as an effective hedging instrument. Financial liabilities that are not held for trading can be designated at fair value through profit or loss upon initial recognition when: This designation eliminates or significantly reduces an inconsistency that might arise upon measurement or recognition. They are part of a managed group of financial assets or liabilities, or both, whose performance is valued based on its fair value, in accordance with the Companys documented risk management or investment strategy, and whose related information is provided internally on the same basis. They are part of a contract containing one or more embedded derivatives, and IAS 39 permits that the combined contract as a whole (assets or liabilities) is designated at fair value through profit or loss. Financial liabilities at fair value through profit or loss are stated at fair value, together with gains and losses recognized in income statement. Net gains or losses recognized in profit or loss comprise any interest paid on financial liabilities.
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Other financial liabilities Other financial liabilities initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on a yield basis. The effective interest method is a method for calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period. 2.15. Revenue recognition Revenue is measured at the fair value of the amount received or receivable, less estimated returns, commercial discounts and/or bonuses granted and other similar deductions. Revenues from credit and debit card transactions are recognized when transactions are processed. Revenues from credit card transactions payable in installments are recognized in income when each installment is processed. Revenues from services to associates and merchants are recognized when the service is provided. The income from the dividends of investments is recognized when the shareholders right to receive these dividends is established (provided that it is probable that the future economic benefits will flow to the Group and the amount may be measured reliably). Interest income is recognized when it is probable that the future economic benefits will flow to the Group and the amount may be measured reliably. The interest income is recognized under the straight-line method based on the time and the effective interest rate on the outstanding principal. The effective interest rate is the rate that discounts the estimated future cash receipts during the estimated useful life of the financial assets in relation to the initial net carrying amount of this asset. Revenues from the advance transfer to merchants are recognized on a pro rata basis through their maturities. 2.16. Reserve for contingent liabilities Recognized when there is a present obligation (legal or constructive) as a result of a past event, with probable outflow of resources, and the amount of the obligation can be reliably estimated. The amount recognized as a provision is the best estimate of the settlement amount at the balance sheet date, considering the risks and uncertainties related to the obligation. When the economic benefit required to settle a provision is expected to be received from third parties, this amount receivable is recorded as an asset, only when reimbursement is virtually certain. Provisions recognized by the Company refer substantially to lawsuits arising in the normal course of business, filed by third parties or former employees. These contingencies are assessed by the Companys and its subsidiaries management and its legal counsel, using criteria that allow their proper measurement, despite the uncertainty concerning the decision, their period and amount.
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Reserves for tax lawsuits are recorded based on the total taxes under legal dispute, plus inflation adjustment and late payment interest incurred through the balance sheet date. 2.17. Foreign currency Monetary assets and liabilities denominated in foreign currencies were translated into Brazilian reais at the exchange rate in effect at the balance sheet dates, and currency translation differences were recorded in the net income for the period. 2.18. Share-based compensation The Company offers a stock option plan to its officers and executives, and the officers and executives of its subsidiary Servinet. Options are priced at fair value on the grant date of the plans and are recognized on a straight-line basis in income statement as a contra entry to shareholders' equity. At the balance sheet dates, the Company reviews its estimates of the number of vested options based on the plans terms and conditions and recognizes the impact of the revision of initial estimates, if any, in income statement, as a contra entry to shareholders equity, according to the criteria set out in CPC 10 and IFRS 2 Share-based Payment. 2.19. Use of estimates The preparation of financial statements requires the management of the Company and its subsidiaries to make estimates and assumptions that affect certain assets and liabilities, disclosure of contingent liabilities and the reported amounts of revenues and expenses during the period. Significant assets and liabilities subject to these estimates and assumptions include the net book value of property and equipment and intangible assets, allowance for doubtful accounts (on trade accounts receivable from lease of POS equipment), deferred tax and social contribution assets, impairment of goodwill and reserve for contingencies. Actual results could differ from those estimates. The Company and its subsidiaries review estimates and assumptions annually. 2.20. Statement of value added (DVA) The purpose of this statement is to present the wealth created by the Company and its distribution during the six-month period and is presented by Cielo, as required by the Brazilian Corporate Law, as part of the individual financial statements and as supplemental information to the consolidated financial statements, since it is not required by the IFRS. The statement of value added was prepared based on information obtained in the accounting records that serve as basis for the preparation of financial statements and in accordance with the provisions of CPC 09 - Statement of Value Added. In its first part, the statement of value added presents the wealth created by the Company, represented by the revenues (gross revenue from sales, including taxes, other revenues and the effects of the allowance for doubtful accounts), the inputs acquired from third parties (cost on sales and purchase of materials, electric power and third-party services, including taxes levied at the time of purchase, the effects of losses and recovery of assets amounts, and depreciation and amortization) and the value added received from third parties (equity in subsidiaries, financial income and other revenues). The second part of the DVA presents the distribution of wealth among employees, taxes and contributions, compensation to third parties and shareholders.
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2.21. New and revised standards and interpretations a) Standards, interpretations and changes to standards effective as at September 30, 2011 that did not have a significant impact on the Companys financial statements The new and revised IFRSs had been issued and were effective as at September 30, 2011. However, such standards did not have material impacts on the Companys financial statements.
Standard Improvements to IFRS 2010 Key requirements Change in several accounting pronouncements Effective date Effective for annual periods beginning on or after January 1, 2011
Amendments to IFRS 1
Limited Exemption from Effective for annual Comparative IFRS 7 Disclosures periods beginning on or for First-time Adopters after July 1, 2010 Related-party disclosures Effective for annual periods beginning on or after January 1, 2011 Effective for annual periods beginning on or after January 1, 2011 Effective for annual periods beginning on or after February 1, 2010 Effective for annual periods beginning on or after July 1, 2010
Amendments to IAS 24
Changes to IFRIC 14
Prepayments of minimum funding requirements Classification of issue rights
IFRIC 19
Extinguishing financial liabilities by issues of equity instruments
b) New and revised standards and interpretations already issued but not yet adopted The following standards and revised standards have been issued and are mandatory for the Companys reporting periods beginning on or after April 1, 2011, or subsequent periods. However, such new and revised standards have not been early adopted by the Company.
Standard IFRS 9 (as amended in 2010) Key requirements Financial instruments Effective date Effective for annual periods beginning on or after January 1, 2013 Effective for annual periods beginning on or after July 1, 2011
Amendments to IFRS 1
Elimination of fixed dates for first-time adopters of IFRSs
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Standard Amendments to IFRS 7
Key requirements Disclosures - transfers of financial assets
Effective date Effective for annual periods beginning on or after July 1, 2011
Deferred taxes - recovery of Effective for annual underlying assets when the asset periods beginning on or is measured under the fair value after January 1, 2012 framework of IAS 40 Amendment to IAS 28 to include the changes introduced by IFRSs 10, 11 and 12 The IAS 27 requirements relating to the consolidated financial statements were replaced by IFRS 10. The requirements applicable to separate financial statements remained unchanged. Replaces the IAS 27 requirements applicable to consolidated financial statements and SIC 12. IFRS 10 provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. Eliminated the proportionate consolidation model for jointlycontrolled entities and maintained equity method model only. It also eliminated the concept of jointlycontrolled assets and maintained jointly-controlled operations and jointlycontrolled entities only. Increases the requirements for disclosure of both consolidated entities and unconsolidated entities in which they have interest. Effective for annual periods beginning on or after January 1, 2013 Effective for annual periods beginning on or after January 1, 2013
IAS 28 (revised in 2011) Investments in Associates and Joint Ventures IAS 27 (revised in 2011) Separate Financial Statements;
IFRS 10 Consolidated Financial Statements
Effective for annual periods beginning on or after January 1, 2013
IFRS 11 Joint Arrangement
IFRS 12 Disclosure of Interests in Other Entities
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Standard IFRS 13 Fair Value Measurement
Key requirements Replaces and consolidates all instructions and requirements related to the fair value measurement contained in other IFRS pronouncements in one single pronouncement. IFRS 13 defines fair value and provides guidance on how to measure fair value and requirements for disclosure relating to fair value measurement. However, it does not introduce any new requirement or amendment with respect to items to be measured at fair value, which remain as originally issued. Eliminate the corridor approach; actuarial gains or losses are recognized as other comprehensive income or loss for pension plans and in profit or loss for other long-term benefits, when incurred, among other amendments. Introduces the requirement that items recorded in other comprehensive income should be segregated and recorded among items that are subsequently reclassified to profit and loss or not.
Effective date Effective for annual periods beginning on or after January 1, 2013
Amendments to IAS 19 Employee Benefits
Amendments to IAS 1 Presentation of Financial Statements
Considering the Companys and its subsidiaries current operations, Management does not expect these new and revised standards and interpretations to have a material impact on the financial statements when the adoption thereof becomes mandatory. CPC has not yet issued pronouncements and amendments related to the new and revised IFRSs mentioned above Considering CPC and CVM commitment to keep the set of standards up-todate, following any amendments that may be made by IASB, these pronouncements and amendments are expected to be issued by CPC and approved by CVM through the date their adoption becomes mandatory.
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3.
CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements comprise the financial statements of the Company and its subsidiaries and joint ventures. Control is obtained when the Company has the power to control an entitys financial and operating policies to obtain benefits from its activities. In the Companys individual financial statements, the financial information on subsidiaries and joint ventures are recognized under the equity method. The net income of the subsidiaries acquired during the period is included in the consolidated statements of income and comprehensive income as of the actual acquisition date. The balance of comprehensive income is attributable to the Companys owners and noncontrolling interests, even if results presented are negative. When necessary, the subsidiaries financial statements are adjusted to conform their accounting policies to those of the Group. All intercompany transactions and balances are fully eliminated in the consolidated financial statements. The consolidated financial statements include the account balances of the Company (parent company), its direct subsidiaries Servinet, Servrede, CieloPar (beginning September 2010), indirect subsidiaries Multidisplay (since August 2010), M4 Produtos (since August 2010) and Braspag (since May 23, 2011) and proportionally the joint ventures Orizon (since January 1, 2010), Prevsade, Precisa and Paggo Solues (since February 28, 2011). In preparing these consolidated financial statements, intercompany balances and transactions have been eliminated. For subsidiaries, the full consolidation concept was applied, intended for investments in subsidiaries and entailing the recognition of all assets, liabilities, income and expenses in the parent company, thus requiring the recognition of non-controlling interests. The assets, liabilities, income and expenses of joint ventures Orizon, Prevsade, Precisa and Paggo Solues have been included proportionately to the parents interest in their capital, taking into consideration that the joint control was obtained under Shareholders Agreements entered into between the Company and its partners in these joint ventures, and none of the parties has the power to unilaterally define their financial and operating policies. The translation into Brazilian reais of the balance sheet of the Grand Cayman branch, originally prepared in US dollars, was made using the exchange rates prevailing at the balance sheet dates and income was translated at the average closing exchange rates of each month.
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3.1. Direct (individual control) and indirect subsidiaries: The interests held in the consolidated subsidiaries are as follows: Equity interests - % Total capital Voting capital 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Direct subsidiaries: Servinet Servrede CieloPar Indirect subsidiaries: Multidisplay M4 Produtos Braspag
99.99 99.99 99.99
99.99 99.99 99.99
99.99 99.99 99.,99
99.99 99.99 99.99
50.10 50.10 100.00
50.10 50.10 -
50.10 50.10 100.00
50.10 50.10 -
The table below shows all the balances of the direct and indirect subsidiaries assets and liabilities:
09.30.2011 Servinet Assets: Current assets Noncurrent assets Total assets Liabilities and shareholders equity: Current liabilities Noncurrent liabilities Shareholders equity Non-controlling interests Total liabilities and shareholders equity Servrede CieloPar Multidisplay M4 Produtos Braspag
28,090 46,822 74,912
1,601 65,931 67,532
1 86,095 86,096
8,435 10,201 18,636
42,942 4,433 47,375
5,978 746 6,724
22,457 31,648 20,807 74,912
7 30,008 28,073 9,444 67,532
86,096 86,096
7,001 11,635 18,636 12.31.2010
37,346 7 10,022 47,375
4,909 16 1,799 6,724
Servinet Assets: Current assets Noncurrent assets Total assets Liabilities and shareholders equity: Current liabilities Noncurrent liabilities Shareholders equity Non-controlling interests Total liabilities and shareholders equity
Servrede
CieloPar
Multidisplay
M4 Produtos
19,360 43,061 62,421
38,058 75,616 113,674
1 1
7,258 6,860 14,118
30,773 3,612 34,385
16,396 28,123 17,902 62,421
33,810 39,044 26,350 14,470 113,674
1 1
6,444 7,674 14,118
27,357 169 6,859 34,385
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09.30.2011 M4 Servinet Servrede CieloPar Multidisplay Produtos Braspag Income (expenses): Net revenue Gross profit (loss) Profit (loss) from operations before financial income (expenses) Income (loss) before taxes on income Net income (loss) for the period
75,223 71,040
(3,654)
57,934 2,621
27,450 11,593
2,833 1,417
3,782 4,297 2,905
1,020 1,102 1,723
(5,905) (5,905) (5,905)
7,496 7,501 6,960 09.30.2010
8,459 8,918 5,464
187 223 174
M4 Servinet Servrede Multidisplay Produtos Income (expenses): Net revenue Gross profit Profit from operations before financial income (expenses) Income before taxes on income Net income for the period 50,404 44,570 2,538 2,867 1,441 412 411 411 5,175 386 895 891 840 2,091 1,127 1,001 1,004 755
3.2. Joint ventures (jointly controlled entities) Interests in joint ventures include: Equity interests - % Total capital Voting capital 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Joint ventures: Orizon Prevsade Precisa Paggo Solues
40.95 40.95 40.95 50.00
40.95 40.95 40.95 -
40.95 40.95 40.95 50.00
40.95 40.95 40.95 -
The condensed financial information of the joint ventures was consolidated under the proportionate consolidation method, considering the joint control exercised under shareholders agreements. All the balances of these joint ventures assets and liabilities are as follows:
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09.30.2011 Orizon Assets: Current assets Noncurrent assets Total assets Liabilities and shareholders equity: Current liabilities Noncurrent liabilities Shareholders equity Total liabilities and shareholders equity Paggo Precisa Prevsade Solues
51,070 57,641 108,711
17,349 653 18,002
2,293 303 2,596
12,825 96,505 109,330
7,187 1,527 99,997 108,711
5,383 3,655 8,964 18,002
1,746 47 803 2,596
7,041 102,289 109,330
12.31.2010 Orizon Precisa Prevsade Assets: Current assets Noncurrent assets Total assets Liabilities and shareholders equity (deficit): Current liabilities Noncurrent liabilities Shareholders equity (deficit) Total liabilities and shareholders equity (deficit)
41,124 62,004 103,128
17,034 525 17,559
2,102 403 2,505
7,788 3,239 92,101 103,128
3,814 4,890 8,855 17,559
2,598 (93) 2,505
The main line items of the statement of operations for the nine-month periods ended September 30, 2011 and 2010 are as follows: 09.30.2011 Orizon Precisa Prevsade Income (expenses): Net revenue Gross profit (loss) Profit (loss) from operations before financial income (expenses) Income (loss) before taxes on income Net income (loss) for the period Paggo Solues
44,188 18,558 7,760 10,436 7,896
56,258 2,089 1,129 643 109
6,050 1,047 658 560 514
358 (11,741) (12,110) (12,158) (12,158)
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09.30.2010 Orizon Precisa Prevsade Income (expenses): Net revenue Gross profit Profit (loss) from operations before financial income (expenses) Income (loss) before taxes on income Net income (loss) for the period 4. CASH AND CASH EQUIVALENTS Company 09.30.2011 12.31.2010 Cash and banks: Local currency Foreign currency Short-term investments: Debentures subject to repurchase agreements (a) Bank Certificates of Deposit (CDBs) (a) Money Market Deposit Account (MMDA) (b) Total Consolidated 09.30.2011 12.31.2010
34,202 12,252 6,507 8,252 6,173
30,833 393 29 (99) (215)
6,448 655 (1,081) (1,084) (1,001)
6,906 3,546
1,607 11,643
12,755 3,546
4,456 11,643
196,200 13,790 2,966 223,408
128,586 77,281 2,425 221,542
219,170 35,049 2,966 273,486
131,948 100,131 2,425 250,603
Cash and banks consist of cash on hand and cash available in bank accounts in Brazil and abroad, derived primarily from deposits made by credit and debit card-issuing banks. Such amounts are used to settle transactions with merchants. Short-term investments have the following characteristics: (a) As at September 30, 2011 and December 31, 2010, the average yield of debentures subject to repurchase agreements and CDBs was 101.8% and 101.3% of the interbank deposit rate (CDI), respectively. (b) The funds invested abroad (New York - USA) in MMDA earn yield at a fixed rate of 0.1% per year. These short-term investments are highly liquid and their fair values do not differ from their carrying amounts.
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5.
TRADE ACCOUNTS RECEIVABLE Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010

Prepayment of receivables (a) Bank account blocking (b) Electronic network interconnection services between health operators (c) Meal ticket and transport card capture and processing (d) Receivables from mobile payment services (e) Disputes of credit card charges - Chargeback (f) Other receivables Total 2,332,732 5,341 4,052 45,620 3,022 2,390,767 2,178,161 2,902 3,799 234 7,819 2,192,915 2,332,732 5,341 6,703 4,052 33,626 45,620 7,692 2,435,766 2,178,161 2,902 5,624 3,799 11,743 234 7,819 2,210,282
(a) As at September 30, 2011, the balance corresponds to prepayment of receivables transactions receivable from the issuing banks within up to 360 days after the date receivables are prepaid to merchants. Additionally, as at September 30, 2010, this amount is net of the present value adjustment related to the financial income received prior to the date of release of the cash amount of R$86,800 (R$76,333 as at December 31, 2010). (b) The Company offers card-issuing banks bank account blocking services upon prior approval from merchants to block any transfer of receivables from such merchants to another bank. For these services, the Company receives a commission, which is paid in the month subsequent to the request of the bank account blocking by the card-issuing banks. (c) Receivables from the joint venture Orizon arising from the provision of electronic network interconnection services, based on a single technology platform, for exchange of information between health operators and medical and hospital service providers, and any other health system agents and drugstores. (d) Receivables from Companhia Brasileira de Solues e Servios (CBSS) arising from the provision of transportation and meal tickets card capture and processing services. (e) Receivables from credit and debit card holders for electronic payment services and sale of phone credits provided by subsidiaries M4 Produtos and Multidisplay. (f) Refers substantially to receivables from disputes from credit card holders. Chargeback losses in the period ended September 30, 2011 total R$2,578.
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The aging of trade accounts receivable is as follows: Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Current Past-due up to 45 days Total 6. 2,345,147 45,620 2,390,767 2,192,681 234 2,192,915 2,390,146 45,620 2,435,766 2,210,048 234 2,210,282
RECEIVABLES - SECURITIZATION ABROAD Refer to receivables from Banco Bradesco S.A. and Banco do Brasil S.A., contracted in July 2003, in the amount of US$500 million, divided into US$100 million and US$400 million, respectively, with interest rates of 4.777% and 5.911% per year, for quarterly payments over a period of eight years and a grace period of two years. As at September 30, 2011, there is no balance of principal and interest receivable from Banco Bradesco S.A. and Banco do Brasil S.A. considering that the transaction of securitization of foreign receivables was settled in the first half of 2011.
7.
DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION Deferred income tax and social contribution arise from temporary differences mainly due to temporarily nondeductible provisions and are recorded in noncurrent assets. Deferred income tax and social contribution reflect the tax effects attributable to temporary differences between the tax base of assets and liabilities and the respective book value. Reported amounts are monthly reviewed. Deferred income tax and social contribution are as follows: Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Temporary differences: Reserve for contingencies Accrual for sundry expenses Discount to present value of prepayment of receivables Allowance for losses on POS equipment Total
201,280 52,827 29,512 1,237 284,856
165,934 52,075 25,953 1,362 245,324
212,040 52,784 29,512 1,237 295,573
175,496 52,405 25,953 1,362 255,216
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8.
INVESTMENTS IN SUBSIDIARIES AND JOINT VENTURES 09.30.2011 12.31.2010 Subsidiaries Joint ventures Total Main information on subsidiaries, joint ventures and indirect subsidiaries:
Net income (loss) for the period
Q3 2011 1,233 923 3,323 (2,955) Q3 2010 8,968 418 2,452 -
134,977 35,068 170,045
44,253 31,835 76,088
Shareholders equity
09.30.2011 Servinet Servrede Orizon (a) e (b) CieloPar Total 20,807 28,073 99,997 86,096 12.31.2010 17,902 26,350 92,101 1
Equity interests - %
09.30.2011 99.99 99.99 40.95 99.99 12.31.2010 99.99 99.99 40.95 99.99
Equity In subsidiaries
Q3 2011 Q3 2010
Investments
09.30.2011 20,807 28,073 35,069 86,096 170,045 12.31.2010 17,902 26,350 31,835 1 76,088
1,233 8,968 923 418 1,361 1,005 (2,955) 562 10,391
Indirect joint ventures:

Shareholders equity 09.30.2011 12.31.2010 Prevsade (b) Precisa (b) Multidisplay (b) M4 Produtos (b) Paggo Solues (c) Braspag (c) 803 8,964 11,635 10,022 102,289 1,799 (93) 8,855 7,674 6,859 Net income (loss) for the period Q3 2011 Q3 2010 (526) 88 2,984 2,578 (6,259) 174 (83) 336 840 755 Equity interests - % 09.30.2011 12.31.2010 40,95 40,95 50,10 50,10 50,00 100,00 40,95 40,95 50,10 50,10 -
(a) The amount of R$5,880 is not reflected in the investment because, as mentioned in note 10, it refers to the unrealized gain on capital contribution with goodwill, initially reflected in CBGS Ltda. and transferred to the indirect subsidiary CBGS as a result of the merger. (b) The financial statements as at August 31, 2011 were used to measure investments as at September 30, 2011. Accordingly, the equity in subsidiaries balances refer to the nine-month periods ended August 31, 2011 and 2010. (c) To determine equity in subsidiaries Paggo Solues e Braspag, the profit for the six- and threemonth periods ended August 31, 2011 was used.
Changes in investments in the period ended September 30, 2011 are as follows: December 31, 2010 Capital increase in subsidiariesCieloPar Equity in subsidiaries September 30, 2011 76,088 92,001 1,956 170,045
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9.
PROPERTY AND EQUIPMENT

Annual depreciation rate -% POS equipment (*) Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 33 20 10 to 20 10 10 20 Company 09.30.2011 Accumulated depreciation Net (441,190) 400,051 (19,866) 19,054 (38,323) 2,781 (6,809) 6,208 (2,533) 2,835 (663) 996 (509,384) 431,925 Consolidated 09.30.2011 Accumulated depreciation Net (443,817) 400,405 (25,616) 22,121 (41,997) 3,295 (12,472) 13,685 (4,177) 4,811 (691) 995 (528,770) 445,312 12.31.2010 Net 326,942 8,988 3,835 2,742 2,981 1,010 346,498 12.31.2010 Net 327,488 11,945 4,294 10,535 5,018 1,010 360,290
Cost 841,241 38,920 41,104 13,017 5,368 1,659 941,309
Annual depreciation rate -% POS equipment (*) Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 33 20 10 10 10 20
Cost 844,222 47,737 45,292 26,157 8,988 1,686 974,082
(*) As at September 30, 2011 and December 31, 2010, a provision for losses on POS equipment is recorded in the amounts of R$3,639 and R$4,007, respectively, as a reduction of the respective account.
Changes in property and equipment for the period ended September 30, 2011 are as follows:
Company Additions/ 12.31.2010 transfers POS equipment (*) Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 326,942 8,988 3,835 2,742 2,981 1,010 346,498 229,619 13,120 1 3,878 215 209 247,042 Write-offs (10,377) (4) (10,381) Depreciation 09.30.2011 (146,133) (3,054) (1,055) (412) (357) (223) (151,234) 400,051 19,054 2,781 6,208 2,835 996 431,925
12.31.2010 POS equipment (*) Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 327,488 11,945 4,294 10,535 5,018 1,010 360,290
Additions/ transfers 229,619 13,739 112 4,868 448 233 249,019
Consolidated Write-offs/ reversals Depreciation (10,383) (4) (4) (349) (146) (11) (10,897) (146,319) (3,709) (1,115) (1,379) (567) (237) (153,326)
Merged net assets 150 8 10 58 226
09.30.2011 400,405 22,121 3,295 13,685 4,811 995 445,312
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As at September 30, 2011 and December 31, 2010, property and equipment arising from finance lease transactions are represented only by assets classified as data processing equipment in the net amounts of R$193 and R$409, respectively. Average term of depreciation for this equipment is approximately three years. The depreciation of IT equipment purchased through lease transactions for the nine-month periods ended September 30, 2011 and 2010, recorded in General and administrative expenses, total R$217 and R$1,622, respectively. As at September 30, 2011 and December 31, 2010, the Company does not have finance leases payable. 10. GOODWILL ON ACQUISITION OF INVESTMENTS The breakdown of goodwill as at September 30, 2011 is as follows: Company Consolidated Health Project: Goodwill on acquisition of subsidiary (a) Reclassification of the tax benefit from the goodwill merged into Orizon Prevsade Precisa M4 Produtos Paggo Solues Braspag Allowance for losses on goodwill Unrealized income (b) Total 26,269 26,269 (16,126) 10,143 26,269 13,532 3,179 1,457 31,348 (5,224) 38,376 108,937 (16,126) (5,880) 86,931
(a) In calculating equity in subsidiaries CBGS Ltda. and CBGS in 2009, the effects of the Provision for Maintenance of Integrity of Shareholders' Equity (PMIPL) in the amounts of R$11,064 and R$15,205, respectively, were eliminated, since the effects related to the goodwill originally reported therein have been reflected in the Company, as established by CVM Instructions 319/99 and 349/01, considering that the mergers carried out in 2009 did not change the economic substance of that goodwill. The recognition of the goodwill was recorded under Other operating (expenses) income, net. (b) Refers to the elimination in the consolidated financial statements of the capital gain generated by CBGS Ltda.s investment at market value in Orizon, its then joint-controlled subsidiary CBGS, in the proportion of CBGS Ltda.s interest in CBGS. Health Project On January 2, 2008, CBGS subscribed 693,480 new common shares without par value in favor of its parent company CBGS Ltda, for R$139,045, which represented its fair value as at that date.
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As part of the payment, CBGS Ltda. delivered all the shares in Polimed Ltda. and Dativa Conectividade em Sade Ltda. for R$71,691, transferring the goodwill on the acquisition of these subsidiaries in the amounts of R$47,145 and R$9,108, respectively, net of amortization incurred through the transaction date, generating payables of R$67,354 within two years after the transaction. In addition, as a result of the portion paid in cash, CBGS Ltda. generated goodwill of R$16,764, net of the allowance for losses and amortization incurred through December 31, 2008. The goodwill generated in CBGS Ltda.s capital subscription process is as follows: Goodwill Goodwill recorded in CBGS Ltda. arising from the acquisition of 40.95% interest in CBGS Allowance for losses on goodwill Goodwill recorded in joint venture CBGS: Orizon Dativa Total Acquisition of control - Prevsade and Precisa On March 16, 2009, joint venture CBGS acquired all the shares in Prevsade and Precisa. The investment recorded by CBGS includes a share premium amounting to R$11,322, recorded as goodwill, which is based on expected future earnings of the companies based on the increase in operations expected for future years. Equity interest - %
55,880 (39,116) 16,764 47,145 9,108 73,017
Equity interest - %
99.99 99.99
Net
55,880 (39,116) 16,764 19,306 3,731 39,801
40.95 40.95
Goodwill Prevsade Precisa Total Acquisition of control - M4U 7,765 3,557 11,322
Net
40.95 3,179 40.95 1,457 4,636
As described in note 1, in August 2010 subsidiary Servrede acquired 50.1% of the shares in Multidisplay and its wholly-owned subsidiary M4 Produtos (collectively referred to as M4U). Under CPC 15 - Business Combinations, the goodwill was measured as the amount by which the sum up of: (a) the consideration transferred as payment for the control of the acquiree, and (b) the amount of the noncontrolling interest on the acquiree exceeded the fair value (on the date of acquisition) of the identifiable assets acquired.
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The amount of the investment recorded by Servrede includes the goodwill on acquisition of shares in the amount of R$31,348, generated as follows: Net assets acquired (-) Total consideration paid (-) Fair value of assets acquired Goodwill 2,300 50,650 48,350 17,002 31,348
The fair value of the service agreements, software platform and non-compete clauses (identifiable assets acquired) of M4U in August 2010 were recognized based in the appraisal report prepared by independent appraisers. The assessment, which is in accordance with the International Valuation Standards, was conducted based on market evidences related to the prices of similar transactions. Acquisition of interest - Paggo Solues As described in note 1, on February 28, 2011 the acquisition of 50% of the shares in Paggo Solues for R$47,000 was completed, with the amount being fully paid on the acquisition date. The amount of the investment recorded by CieloPar includes negative goodwill on acquisition of shares in the amount of R$5,224, generated as follows: Net assets acquired (-) Total consideration paid Negative goodwill 52,224 47,000 (5,224)
By the closing of the financial statements for the period ended September 30, 2011 the appraisal report that will support the allocation of goodwill/negative goodwill arising on the acquisition of Paggo Solues was being prepared. As said appraisal report should be completed by the end of 2011 and, therefore, within the measurement period, the Company will recognize retrospectively in the financial statements for the year ended December 31, 2011 the adjustments to the amounts recorded at the time of the acquisition, as if the business combination accounting had been completed on the acquisition date. Acquisition of control - Braspag On May 23, 2011, 100% the acquisition of 100% of the shares in Braspag for R$40,000 was completed, with the amount being fully paid on the acquisition date. The amount of the investment recorded by CieloPar in Braspag includes goodwill on acquisition of shares in the amount of R$38,376, generated as follows: Net assets acquired (-) Total consideration paid Goodwill 1,624 40,000 38,376
By the closing of the financial statements for the period ended September 30, 2011 the appraisal report that will support the allocation of goodwill arising on the acquisition of Braspag was being prepared.
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As said appraisal report should be completed by the end of 2011 and, therefore, within the measurement period, the Company will recognize retrospectively in the financial statements for the year ended December 31, 2011 the adjustments to the amounts recorded at the time of the acquisition, as if the business combination had been completed on the acquisition date. 11. OTHER INTANGIBLE ASSETS Company 09.30.2011 12.31.2010 Accumulated amortization Net Net (73,248) 32,318 (6,814) 18,230 (80,062) 50,548 20,012 20,055 40,067
Annual amortization rate - % Software (a) Project development (b) Total 20 20
Cost 105,566 25,044 130,610
Annual amortization rate - % Software (a) Project development (b) Non-compete agreements (c) Service agreements (c) Total (a) 20 20 13.5 4
Cost 111,950 25,044 15,197 17,810 170,001
Consolidated 09.30.2011 Net Accumulated assets amortization acquired (80,780) (6,814) (2,014) (2,443) (92,051) 52,740 52,740
12.31.2010
Net 83,910 18,230 13,183 15,367 130,690
Net 23,247 20,055 14,758 17,446 75,506
Refers to items acquired from third parties and used to provide customers data and business transactions processing services. There is no individually material software. Additionally, as at September 30, 2010 and December 31, 2010, the provision for discontinued software of R$2,000 and R$2,200 is recorded as a reduction of the balance in the related account.
(b) Represents expenses on the development of new products and services to increase the Companys and its subsidiaries invoicing and revenues. (c) Correspond to allocations of goodwill on the acquisition of control of M4 Produtos and Multidisplay determined based on an appraisal report prepared by a specialized company on the acquisition date. The main components of calculation of intangible assets are: The amount of the non-compete agreement (With and without) was calculated through the Income Approach methodology, by using a discount rate of 17.5% p.a., perpetuity of 4% p.a. and estimated useful life of 89 months. The four service agreements with telecommunication operators were measured based on the discounted cash flow of each agreement, by using a discount rate of 16.5% p.a., during the residual life of each agreement, of approximately 53 months.
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Changes in intangible assets for the period ended September 30, 2011 are as follows: Company 12.31.2010 Additions Software Project development Total 20,012 20,055 40,067 24,274 430 24,704 Writeoffs (1,663) (1,663) Amortization 09.30.2011 (10,305) (2,255) (12,560) 32,318 18,230 50,548
Consolidated Addition/ Write-offs/ Merged net 12.31.2010 transfers reversals Amortization assets 09.30.2011
Software Project development Non-compete agreements Service agreements Total
23,247 20,055 14,758 17,446 75,506
24,415 430 24,845
(1,737) (1,737)
(14,755) (2,255) (1,575) (2,079) (20,664)
52,740 52,740
83,910 18,230 13,183 15,367 130,690
Amortization expenses of intangible assets were recorded in line item General and administrative expenses in the statement of income. 12. TRANSACTIONS PENDING TRANSFER The amounts due by credit cardholders through the card-issuing banks and the amounts to be transferred to merchants are recorded in memorandum accounts. As at September 30, 2011, the balances are R$28,831,156 (R$26,610,870 as at December 31, 2010) and R$30,632,486 (R$27,779,310 as at December 31, 2010), respectively. In addition to the provision of services consisting of the transfer of credit card transaction amounts between the card-issuing banks and the merchants, the Company also guarantees accredited merchants that they will receive the amounts paid with credit cards. As described in note 26.b), the Company has an instrument to mitigate the credit risk of cardissuing banks, used as a hedge against the risk of default by such banks. Based on the insignificant historical amount of Companys losses due to default from card-issuing banks and the current credit risks of these financial institutions, the Company estimates that the fair value of the guarantees provided to merchants is immaterial and, therefore, is not recognized as a liability. 13. PAYABLES TO MERCHANTS The balance of R$1,801,330 as at September 30, 2010 (R$1,168,440 as at December 31, 2010) corresponds to the difference between the amounts received from cardholders through the cardissuing banks and the amounts to be transferred to merchants. In general, the period of collection from card-issuing banks is 27 days and the average period for payment to merchants is 30 days from the date of transaction. Therefore, the balance payable as at September 30, 2011 refers to a float of approximately 3 days.
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14. TRADE ACCOUNTS PAYABLE Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Trade accounts payable Accrued payments to suppliers Total 15. TAXES PAYABLE Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Income tax and social contribution, net of prepayments Service tax (ISS) Withholding income tax (IRRF) COFINS (tax on revenue) PIS (tax on revenue) Other Total 16. OTHER PAYABLES Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010 Current liabilities: Accrual for sundry expenses Accrued vacation and related taxes Profit sharing Other payables Total Noncurrent liabilities: Payables on the acquisition of subsidiaries (a) Accrual for management retention (b) Other payables Total 82,040 85,418 167,458 59,115 86,760 145,875 131,979 85,435 217,414 69,583 111,178 180,761
235,436 4,610 7,563 12,686 4,415 153 264,863
370,915 5,994 8,056 14,676 5,588 122 405,351
237,378 5,861 7,973 13,667 4,748 1,041 270,668
371,947 6,625 8,525 15,217 5,835 893 409,042
30,517 21,886 27,442 79,845
20,506 15,939 34,796 8,607 79,848
31,281 33,488 38,610 1,451 104,830
20,779 22,648 43,755 10,015 97,197
10,191 46 10,237
5,452 5,452
25,050 10,191 570 35,811
25,050 5,452 1,084 31,586
(a) Remaining balance payable for the acquisition of Multidisplay and M4 Produtos, contingent to the attainment of certain financial performance goals, as mentioned in note 1.
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(b) Refers to the Management Retention Plan, approved by the Board of Directors in November 2009, applicable to the Companys main executive officers that takes into consideration their performance and permanence in the Company for a period of two years; the expense and related reserve is recognized during the validity of the plan. The balances presented include the related social security charges. 17. PROVISION FOR RISKS AND ESCROW DEPOSITS a) Provision for risks The Company and its subsidiaries are parties to lawsuits and administrative proceedings before courts and governmental bodies, arising in the normal course of business and involving tax, labor and civil matters. Management, based on information and assessments made by its legal counsel, through the review of pending civil and labor lawsuits and, based on past experience on the amounts claimed in lawsuits, has recognized a reserve in an amount considered sufficient to cover probable losses on pending proceedings, as follows:
Company Write-offs/ Inflation 12.31.2010 Additions (i) Reversals (ii) adjustment 09.30.2011 Tax Civil Labor Total 474,040 7,373 13,687 495,100 93,460 4,584 10,855 108,899 (23) (3,107) (3,752) (6,882) 414 1,274 252 1,940 567,891 10,124 21,042 599,057
Consolidated Write-offs/ Inflation 12.31.2010 Additions (i) reversals (ii) adjustment Payments 09.30.2011 Tax Civil Labor Total 496,683 7,373 19,577 523,633 93,525 4,584 17,344 115,453 (23) (3,107) (6,981) (10,111) 615 1,274 286 2,175 (303) (303) 590,497 10,124 30,226 630,847
(i) Correspond basically to the increase in reserve for contingencies for the period ended September 30, 2011, related to suspended taxes, recorded as a contra entry to General and administrative expenses and Other operating (expenses) income, net in income statement. (ii) Basically represented by the reversal of the reserve for civil and labor contingencies due to toll of statute of limitation or change in the opinion of the Companys legal counsel as to the likelihood of loss.
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Civil lawsuits Refer basically to collection of transactions made through the Companys system that were not transferred to merchants in view of noncompliance with clauses of the affiliation contract, and compensation for losses caused by transactions not transferred at that time. As at September 30, 2011, the reserve for probable losses on civil lawsuits totals R$10,124 (Company and consolidated). In addition, as at September 30, 2011, the Company is a party to public civil lawsuits and civil investigations, most of the them filed by the Public Prosecution Office or professional associations, whose intention is to defend collective interests (such as consumer rights and labor rights). Judicial decisions may grant rights to groups of people (even without their consent). In many situations, the group that will benefit from a favorable outcome will only be defined after the final decision. Labor lawsuits Include 255 labor lawsuits against Cielo and 71 labor lawsuits against Servinet as at September 30, 2011, 101 of which had been filed by former employees. The remaining labor lawsuits, totaling 225, were filed by subcontractors, some of whom claiming the recognition of an employment relationship. Labor lawsuits, when started, are considered of possible likelihood of loss. Only after the court decision is issued, the lawsuits are reclassified to probable or remote loss, depending on the decision and based on the history of losses on similar lawsuits. In general, considering the history of losses, labor lawsuits are related to salary equalization, overtime, annual bonus, rights guaranteed by agreements between the employer and the labor union, recognition of employment relationship, tenure after occupational disease, and pain and suffering. As at September 30, 2011, the reserve for probable losses on labor lawsuits amounts to R$21,042 (Company) and R$30,226 (consolidated). Tax lawsuits Refer to differences in interpretation by tax authorities, especially regarding: COFINS - non-cumulativeness - in February 2004, the Company and its subsidiary Servinet filed an injunction to avoid payment of COFINS according to Law 10833/03 that requires the noncumulative calculation at the rate of 7.60%, and began to make escrow deposits for amounts determined monthly. As a result, the difference between the COFINS due calculated based on the rate established by the cumulative and noncumulative calculation method is being recorded as reserve for contingencies since then. Escrow deposits have been made for unpaid COFINS amounts. As at September 30, 2011, the accrued balance is R$544,422 - Company (R$564,980 - consolidated) and the balance of escrow deposits is R$536,717 - Company (R$557,914 - consolidated). The lawsuit is awaiting judgment of the Federal Supreme Court.
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Amazon Investment Fund (FINAM) - in 2007, the Company received a tax assessment notice for calendar 2002, FY 2003. The Federal Revenue Service alleges that the Request for Review of Tax Incentive Issue Order (PERC) was not filed within the statutory deadline and, therefore, they do not recognize the portion of Corporate Income Tax (IRPJ) related to FINAM. The Company awaits the distribution of the Voluntary Appeal to the Panel of the Board of Tax Appeals. As at September 30, 2011, the accrued balance is R$11,788 (Company and consolidated). Provisional Act 212/95 PIS/PASEP - in April 1997, the subsidiary Servinet was granted an injunction that exempted it from the payment of PIS based on billings. The Federal Government filed an appeal that was upheld by the court. On August 26, 2010, the subsidiary filed a debt expiration claim with the Third Region Finance Attorney of So Paulo. As at September 30, 2011, the accrued balance is R$1,875 (Consolidated). CSLL 2002 - In 2002, the Company offset one third of the CSLL amount paid supported by a court injunction. The Federal Government filed an appeal claiming the suspension of the amounts offset, thus disallowing the adjustment of accessory obligations. On July 25, 2011, the Company filed an action with the 2nd Civil Court in Osasco, So Paulo; the proceeding is awaiting analysis by authorities. The provision for risks recognized amounts to R$10,895 (Company and consolidated) where escrow deposits amount to R$10,895 (Company and consolidated). The Company and its subsidiaries are challenging other interpretations of the law by tax authorities and, therefore, as at September 30, 2011, recognized reserves for contingencies in the amounts of R$786 (Company) and R$959 (Consolidated). The management of the Company and its subsidiaries, based on the opinion of their legal counsel, believes that the actual disbursement of the reserves for contingencies will not occur before December 31, 2016. Additionally, as at September 30, 2011, the Company and its subsidiaries are parties to tax, civil and labor lawsuits assessed by their legal counsel as possible likelihood of losses, for which no reserve was recorded, as follows: Company Consolidated Tax Civil Labor Total 51,138 103,676 16,381 171,195 69,112 106,676 19,359 195,147
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b) Escrow deposits As at September 30, 2011, the Company and its subsidiaries have escrow deposits related to the reserve for tax, labor and civil contingent liabilities, broken down as follows: Company 12.31.2010 Addition Write-off Tax Civil and labor Total 464,042 3,203 467,245 98,218 2,141 100,359 (640) (640)
09.30.2011 562,260 4,704 566,964
Consolidated 12.31.2010 Addition Write-off Tax Civil and labor Total 18. PAYABLES - SECURITIZATION ABROAD 485,596 3,608 489,204 100,645 3,014 103,659 (652) (652)
09.30.2011 586,241 5,970 592,211
Refer to the securitization transaction described in notes 1 and 6, representing the Companys obligation to deliver receivables denominated in foreign currency that were generated or will be generated by the Company against Visa International Service Association, arising mainly from purchases of goods/services with VISA credit and debit cards at Brazilian merchant outlets by individuals residing and domiciled abroad, which were the subject matter of an agreement for assignment of future flow of receivables to Brazilian Merchant Voucher Receivables Limited, a special purpose company established in Grand Cayman, which issued securities in the international market, backed by receivables assigned by the Company. Pursuant to the indenture, Brazilian Merchant Voucher Receivables Limited will pay total obligations in connection with the securitization transaction with the flow of receivables in foreign currency from Visa International Services Association. The banks participating in this transaction (Banco Bradesco S.A. and Banco do Brasil S.A.) entered into a cross guarantee agreement whereby, in the event of default by one of the parties, the other party guarantees the transaction and has the right to exercise the stock option for all or a part of the interest held by the default bank in the Company. The installment portion recognized in current liabilities as at December 31, 2010 was settled in the first half of 2011.
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19. SHAREHOLDERS EQUITY a) Capital Capital as at September 30, 2011 is represented by 545,913,520 common shares (1,364,783,800 as at December 31, 2010), fully subscribed and paid-in. The Annual and Extraordinary Shareholders Meeting held on April 29, 2011 approved a capital increase of R$163,836 through the incorporation of the legal reserve of R$20,000 and the capital budget reserve of R$143,836 as at December 31, 2010. As commented in note 20.a) below, due to the changes in outstanding shares, the number of shares outstanding as at September 30, 2011 is 544,367,746 (1,360,286,034 shares as at December 31, 2010). Capital can be increased by up to 6 billion common shares, regardless of any amendments to bylaws, at the discretion of the Board of Directors, which has the power to establish the share issue price, the terms and conditions for subscription and payment of shares up to the authorized capital limit. Except in the cases described below, shareholders will have the preemptive right to subscribe for shares issued in a capital increase, which shall be exercised within 30 calendar days after the publication of the minutes of the Board of Directors meeting that approved the capital increase. Within the authorized capital limit, the Company may grant stock option or subscription to management members and employees. The Board of Directors may exclude the preemptive right or reduce the term for exercising such right in the issuance of shares, debentures convertible into shares or subscription bonus whose placement shall be made upon trade in stock exchanges, public subscription or upon exchange for shares, within the authorized capital limit. The Board of Directors may also resolve on any shares that remained unsubscribed in the capital increase during the term for exercising the preemptive right and establish, prior to their sale on stock exchanges to the benefit of the Company, the apportionment, proportional to the amounts subscribed, among the shareholders that have indicated, in the subscription bulletin or list, interest in subscribing possible remaining shares. b) Capital reserve Represents share-based payment costs and goodwill on the subscription of shares related to capital contributions by shareholders exceeding the amount allocated to capital formation. As at September 30, 2011, the capital reserve amounts to R$89,263 (R$83,532 as at December 31, 2010). c) Earnings reserve - legal Corresponds to 5% of net income for the period, pursuant to Article 193 of Law 6404/76, up to the limit of 20% of capital. The legal reserve as at September 30, 2011 is R$52,767 (R$20,000 as at December 31, 2010).
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d) Earnings reserve capital budget The Annual and Extraordinary Shareholders Meeting held on April 29, 2011 approved the capital budget proposal prepared by the Company's management, pursuant to article 196 of Law 6404/76 and article 5, sole paragraph, of CVM Instruction 469, dated May 2, 2008. The earnings reserve is maintained so as to allow the Company to repurchase its shares in the future (share buyback). The capital budget reserve as at September 30, 2010 is R$180,933 (R$143,836 as at December 31, 2010). e) Earnings retention reserve As at September 30, 2011, the balance of Earnings retention reserve amounting to R$688,939, consists of net income for the nine-month period then ended, of R$1,305,781, less the amount allocated to the legal reserve, of R$52,767, and prepaid dividends and interest on capital, totaling R$564,075. f) Dividends and interest on capital Dividends are recognized as liabilities when approved by the Companys shareholders. Under Companys bylaws, shareholders are entitled to a minimum dividend of 50% of net income after the recognition of the legal reserve of 5% of net income for the year until the reserve equals 20% of the capital. The allocation of any remaining balance of net income is decided at the Shareholders Meeting. At year-end, the Company accrues the minimum dividends not paid during the year up to the limit of the previously mentioned minimum mandatory dividend. The Board of Directors decided in the meeting held on February 9, 2011 to distribute supplementary dividends and interest on capital on net income, based on the financial statements for the year ended December 31, 2010, totaling R$838,261, of which R$7,236 was distributed as interest on capital and R$831,025 as dividends. Dividends were paid to shareholders on March 31, 2011. Pursuant to the minutes of the meeting held on August 25, 2011, the Board of Directors approved the distribution of 70% of net income for the six-month period ended June 30, 2011 in the amount of R$564,075, of which R$24,100 was distributed as interest on capital and R$539,975 as dividends. Proceeds were paid to shareholders on September 30, 2011. g) Treasury shares On November 23, 2009, the Companys Board of Directors, in compliance with Article 17 of its bylaws, Article 30 of Law 6404/76, CVM Instruction 10/80, as subsequently amended, and CVM Instruction 358/02, as subsequently amended, approved the buyback of up to 6,000,000 common shares without par value, to be canceled, sold or held in treasury and, primarily, to meet the exercise of the options granted under the Companys Stock Option Plan, with no capital reduction, within 180 days from that date, expiring, therefore, on May 21, 2010. In addition, these share buybacks are limited to the balance available in the capital reserve calculated in the year, pursuant to articles 1 and 12 of CVM Instruction 10/80. The Companys management should define the number of shares that will be bought back, within the authorized limits, and the buyback timing. 44
Changes in treasury shares are stated as follows:

Average price R$ per share 15.32 12.92 12.94 12.76 38.80
Shares Closing balance as at December 31, 2010 Exercise of stock options: January 2011 March 2011 April 2011 Balance of treasury shares before the bonus Increase in treasury shares due to the bonus (i) Exercise of stock options - May 2011 Balance of treasury shares before the reverse split Decrease in treasury shares due to the reverse split (ii) Exercise of stock options - June 2011 Exercise of stock options - July 2011 Exercise of stock options - August 2011 Exercise of stock options - September 2011 Closing balance as at September 30, 2011 (i) 4,497,766
Amount (68,823)
(7,100) 92 (4,999) 64 (10,966) 145 4,474,701 894,940 (1,500) 58 5,368,141 (3,578,761) (22,914) 893 (71,696) 2,896 (48,340) 1,963 (100,656) 4,312 1,545,774 (58,400)
38.99 40.40 40.61 42.84 42.84
Bonus: new common shares were issued, with shareholders being assigned, gratuitously, one new common share for each portion of five common shares held by them, generating an effect of 894,940 new shares in the total number of shares.
(ii) Reverse split: in May 2011, due to the reverse split on the proportion of three (3) to one (1) share, an effect of reduction of 3,578,761 in the number of outstanding shares was recorded.
The shares bought back will be held in treasury to be later disposed of, cancelled or used in the future exercise of stock options granted to the Company's officers and employees. 20. EARNINGS PER SHARE a) Change in the number of common shares Shares issued Shares as at December 31, 2010 Exercise of stock options - January 2011 Exercise of stock options - March 2011 Exercise of stock options - April 2011 Bonus effect Balance after bonus Exercise of stock options - May 2011 Reverse split effect Balance after reverse split Exercise of stock options - June 2011 Exercise of stock options - July 2011 Exercise of stock options - August 2011 Exercise of stock options - September 2011 Shares as at September 30, 2011 Common 1,360,286,034 7,100 4,999 10,966 272,061,820 1,632,370,919 1,500 (1,088,248,279) 544,124,140 22,914 71,696 48,340 100,656 544,367,746
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b) Earnings per share In compliance with CPC 41 and IAS 33 - Earnings per Share, the following tables reconcile the net earnings and weighted average of outstanding shares with the amounts used to calculate the basic and diluted earnings per share. On May 2, 2011, capital increased by R$163,836 by means of the capitalization of capital budget and legal reserves, whereby the shareholders were assigned, gratuitously, as a bonus, one new share for each portion of five shares. Additionally, on May 4, 2011, the Company conducted a reverse split on the proportion of three (3) to one (1) share representing its capital. These events have been considered retrospectively in the calculation of basic and diluted earnings per share, as if they had occurred at the beginning of the latest reporting period, as follows: Basic earnings per share
Company Third quarter 2011 Third quarter 2010
09.30.2011 Net income for the period available to common shares Weighted average of outstanding shares (in thousands) Earnings per share (in R$) - basic
09.30.2010
1,305,781 544,230 2.3993
1,385,991 544,104 2.5472 (*)
457,549 544,230 0.8407
488,058 544,104 0.8970 (*)
09.30.2011 Net income for the period available to common shares Weighted average of outstanding shares (in thousands) Earnings per share (in R$) - basic
Consolidated Third quarter 09.30.2010 2011
Third quarter 2010
1,309,255 544,230 2.4057
1,386,410 544,104 2.5481 (*)
459,039 544,230 0.8435
488,477 544,104 0.8978 (*)
(*) Retrospectively adjusted to reflect the effects of the bonus and reverse split that took place in 2011.
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Diluted earnings per share Company Third quarter 2011 Third quarter 2010
09.30.2011 09.30.2010 Net income for the period available to common shares Diluted denominator: Weighted average of outstanding shares (in thousands) Potential increase in common shares as a result of the stock option plan Total (in thousands) Earnings per share (in R$) - diluted
1,305,781
1,385,991 457,549 488,058
544,230 724 544,954 2.3961
544,104 544,230 544,104 634 724 634 544,738 544,954 544,738 2.5443 0.8396 0.8959
Consolidated Third quarter 09.30.2011 09.30.2010 2011 Net income for the period available to common shares Diluted denominator: Weighted average of outstanding shares (in thousands) Potential increase in common shares as a result of the stock option plan Total (in thousands) Earnings per share (in R$) - diluted 21. BREAKDOWN OF NET REVENUE Company Third quarter 09.30.2011 09.30.2010 2011 Commissions Rental of POS equipment Other services Total gross revenue from services Tax on services Total 47 2,315,264 805,236 97,720 3,218,220 (327,880) 2,890,340
Third quarter 2010
1,309,255
1,386,410 459,039 488,477
544,230 724 544,954 2.4025
544,104 544,230 544,104 634 724 634 544,738 544,954 544,738 2.5451 0.8423 0.8967
Third quarter 2010
2,287,421 823,780 812,767 893,504 272,205 295,476 77,495 38,405 26,717 3,258,420 1,134,390 1,134,960 (333,670) (118,024) (120,507) 2,924,750 1,016,366 1,014,453
Consolidated Third quarter 09.30.2011 09.30.2010 2011 Commissions Rental of POS equipment Other services Total gross revenue from services Tax on services Total 22. EXPENSES BY NATURE 2,312,996 805,809 238,120 3,356,925 (352,521) 3,004,404
Third quarter 2010
2,287,421 823,063 812,767 894,353 272,326 295,731 117,833 88,065 47,928 3,299,607 1,183,454 1,156,426 (345,344) (127,193) (125,362) 2,954,263 1,056,261 1,031,064
The Company elected to present the consolidated income statement by function. As required by CPC and IFRS, the breakdown of costs of services and net operating expenses by nature is presented below: Company Third quarter 2011 Third quarter 2010
09.30.2011 09.30.2010 Personnel expenses Depreciation and amortization Professional services (*) Other expenses Total Classified as: Cost of services Personnel expenses General and administrative expenses Marketing Other operating expenses (income) Total 155,598 163,794 635,545 384,954 1,339,891 901,899 87,092 212,657 102,581 35,662 1,339,891
142,157 53,836 46,394 138,574 57,526 48,832 598,074 256,589 255,778 233,526 126,853 61,430 1,112,331 494,804 412,434 789,988 323,394 299,594 83,280 28,958 29,679 151,430 72,419 57,527 85,152 45,108 27,768 2,481 24,925 (2,134) 1,112,331 494,804 412,434
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Consolidated Third quarter 09.30.2011 09.30.2010 2011 Personnel expenses Depreciation and amortization Professional services (*) Other expenses Total Classified as: Cost of services Personnel expenses General and administrative expenses Marketing Other operating expenses Total 230,263 173,990 566,011 474,099 1,444,363 188,085 81,153 140,273 61,607 554,212 239,138 254,255 149,496 1,136,825 531,394
Third quarter 2010 66,767 49,456 244,308 65,358 425,889
1,019,497 142,723 141,483 102,720 37,940 1,444,363
826,179 365,617 117,236 49,210 105,737 45,655 85,259 45,159 2,414 25,753 1,136,825 531,394
317,062 42,753 39,268 27,792 (986) 425,889 services,
(*) Substantially related to the capture and processing of transaction telecommunication, terminal maintenance, supplies and other services. 23. FOREIGN BRANCH
The Company conducts operations (note 1) through its branch in Grand Cayman, Cayman Islands. As at September 30, 2011, the balance sheet and income statement of this branch, consolidated with the Companys accounts (parent company), after eliminations, are as follows: current and noncurrent assets of R$6,614 (R$49,765 as at December 31, 2010), current and noncurrent liabilities - none (R$42,983 as at December 31, 2010) and shareholders equity of R$6,614 (R$6,782 as at December 31, 2010). Net loss for the period ended September 30, 2011 was R$167 (income of R$264 in the nine-month period ended September 30, 2010). In the nine-month period ended September 30, 2011, the foreign exchange gains on the translation of the financial statements of the Grand Cayman branch, totaling R$167 (R$106 in the nine-month period ended September 30, 2010) was recorded in Financial income (expenses). 24. RELATED-PARTY TRANSACTIONS In the normal course of activities and under market conditions, the Company conducts transactions with related parties, such as receivables from card-issuing banks, which are the financial groups in which its controlling shareholders hold interests, and expenses on and income from services provided by Servinet, Orizon, Multidisplay and MP4 Produtos.
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When conducting its business and engaging services, the Company makes market quotations and surveys intended to find the best technical and pricing terms, and the decision on whether or not a transaction should be conducted is made by the chief decision maker of the function purchasing the product or service, regardless of whether such transaction is conducted with related or unrelated parties. Also, the type of business conducted by the Company requires it to enter into agreements with several card-issuing entities, some of which are its direct or indirect shareholders. The Company believes that all the agreements entered into with related parties are carried out on an arms-length basis. The tables below include the balances as at September 30, 2011 and December 31, 2010 and the amounts of transactions with the related parties, broken down by type of agreement, shareholder and subsidiaries, for the nine-month periods ended September 30, 2011 and 2010:
Company 09.30.2011 Subsidiaries Servinet Orizon Multidisplay M4 Produtos Total 12.31.2010
Shareholders Banco Banco do Bradesco S.A. Brasil S.A. Assets (liabilities): Short-term investments (a) Trade accounts receivable Receivables - securitization abroad (d) Receivables from subsidiary Service agreement with Servinet (f)
Total
132,177 650 -
15,771 949 -
(10,797)
269 -
147,948 1,599 269 (10,797)
86,107 849 42,983 165 (25,946)
Shareholders Banco Banco do Bradesco S.A. Brasil S.A. Income: Income from short-term investments (a) Revenue from other services (b) Revenue from the rental of POS equipment (c) Revenue from securitization of receivables abroad (d) Expenses: Other operating expenses - affiliation commission Other operating expenses (e) Service agreement with Servinet (f)
Company 09.30.2011 Subsidiaries Servinet Orizon Multidisplay M4 Produtos Total
09.30.2010
Total
10,725 4,346 884
2,625 3,116 712
1,424 -
415 -
2,057 -
13,350 9,934 1,424 1,596
7,264 7,334 1,909 (8,747)
(3,387) (7,486) -
(4,131) (1,339) - (87,684)
(7,518) (8,825) (87,684)
(7,596) (7,495) (58,748)
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Company Third quarter 2011 Subsidiaries Servinet Orizon Multidisplay M4 Produtos Total Third quarter 2010
Shareholders Banco Banco do Bradesco S.A. Brasil S.A. Income: Income from short-term investments (a) Revenue from other services (b) Revenue from the rental of POS equipment (c) Revenue from securitization of receivables abroad (d) Expenses: Other operating expenses - affiliation commission Other operating expenses (e) Service agreement with Servinet (f) (a)
Total
4,192 1,756 -
590 1,896 -
443 -
125 -
687 -
4,782 4,464 443 -
(134) 3,138 1,063 (10,162)
(1,052) (2,419) -
(1,524) (365) - (31,620)
(2,576) (2,320) (2,784) (1,897) (31,620) (22,713)
The terms, charges and interest rates of short-term investments were agreed under conditions similar to those applicable to unrelated parties. Corresponds to fraud prevention and bank account blocking services provided by the Company to the shareholder banks and commissions for the processing of transactions for M4 Produtos and Multidisplay. These related-party transactions are carried out at prices and under conditions similar to the transactions carried out with other issuer banks. See note 5.(c). See note 6. Services contracted with shareholder banks, relating to: (i) corporate collective life insurance, (ii) health and dental insurance and (iii) private pension agreement. The Company understands that the financial conditions adopted by the shareholder banks in respect of prices, terms and other conditions were applied under conditions similar to those adopted with respect to third parties. The Company engaged Servinet to provide POS equipment installation and maintenance service to merchants. The payment for the services provided is determined based on the costs incurred by Servinet when the service is provided, plus taxes and a payment margin.
(b)
(c) (d) (e)
(f)
Main related-party transactions Balances of issuer banks Receivables from issuer banks, whose net amounts are recorded under Payables to merchants, refer to the amounts payable by the issuers to the Company arising from the transactions carried out with credit and debit cards, which will be subsequently transferred by the Company to the authorized merchants. These related-party transactions are carried out at prices and under conditions similar to the transactions carried out with other issuers of credit or debit cards authorized by Visa and Mastercard brands. Domicile bank incentives The Company entered into agreements with domicile banks to promote the invoicing of commissions and prepayment of receivables. In these agreements, the Company remunerates the banks based on the performance goals established therein.
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Bank account blocking Refer to Bank Account Blocking Service agreements entered into with various banks, whose service consists of ensuring to the banks the blocking of the bank accounts of the authorized merchants that carry out financial transactions with them. These related-party transactions are carried out at prices and under conditions similar to the transactions carried out with other domicile banks. Recordkeeping of Cielos shares Cielo stock book entry service agreement entered into with Banco Bradesco S.A., whereby it provides stock book entry and share certificate issuance services. Operating services - stock option program Service agreement consisting of the rendering of operating services for the stock option program and the related grants entered into with Bradesco S.A. Corretora de Ttulos e Valores Mobilirios Other widespread agreements In addition to the balances recorded, the Company engages other services from the main shareholders: Cash Management Services Insurance Private pension services Corporate credit card International guarantees Suppliers payment services Other.
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25. INCOME TAX AND SOCIAL CONTRIBUTION The effective income tax and social contribution rate for the periods ended September 30, 2011 and 2010 is as follows:
Company Third quarter 09.30.2011 09.30.2010 2011 Income before income tax and social contribution Statutory tax rates - % Income tax and social contribution at statutory rates Interest on capital tax benefit Tax incentives (a) Effect on permanent differences, net (b) Income tax and social contribution Current Deferred 1,937,722 34% (658,825) 8,194 13,342 5,348 (631,941) (671,472) 39,531 2,082,528 34% (708,060) 8,819 6,589 (3,885) (696,537) (719,302) 22,765 670,463 34% (227,957) 8,194 5,992 857 (212,914) (222,826) 9,912 Third quarter 2010 716,824 34% (243,721) 5,507 3,627 5,821 (228,766) (241,152) 12,386
Consolidated Third quarter 09.30.2011 09.30.2010 2011 Income before income tax and social contribution Statutory tax rates - % Income tax and social contribution at statutory rates Interest on capital tax benefit Tax incentives (a) Effect on permanent differences, net (b) Income tax and social contribution Current Deferred 1,947,289 34% (662,078) 8,194 13,342 2,508 (638,034) (678,820) 40,786 2,085,455 34% (709,054) 8,819 6,589 (5,399) (699,045) (719,493) 20,448 674,296 34% (229,260) 8,194 5,992 (183) (215,257) (226,605) 11,348
Third quarter 2010 716,390 34% (243,572) 5,507 3,627 6,525 (227,913) (241,343) 13,430
(a) Corresponds to tax incentives from the Rouanet Law, Funds for Child and Adolescents Rights, Workers Support Program (PAT) and Sports Law. (b) Represented substantially by reserves for contingencies and equity in subsidiaries, nondeductible from the calculation of taxable income and tax loss carryforwards.
26. FINANCIAL INSTRUMENTS The estimated fair values of the financial instruments of the Company and its subsidiaries have been determined using available market inputs and appropriate valuation methodologies. However, considerable judgment was required to interpret market data and then develop the most appropriate fair value estimates. Accordingly, estimates presented herein are not necessarily indicative of the amounts that could be realized in the market. The use of different market methodologies may have a material effect on the estimated fair values. 53
These financial instruments are managed through operating strategies, aimed at liquidity, profitability and security. The control policy consists of permanent monitoring of the contracted rates compared to market rates. The Company and its subsidiaries do have transactions for speculative purposes, derivatives or any other risk assets. a) Financial assets and financial liabilities The Companys and its subsidiaries financial assets and financial liabilities refer to cash and cash equivalents, trade accounts receivable, receivables and payables from securitization abroad, payables to merchants, and trade accounts payable. The estimated fair values of financial instruments as at September 30, 2011 are as follows: 09.30.2011 Company Carrying Fair amount value 223,408 223,408 Consolidated Carrying Fair amount value 273,486 273,486
Category Cash and cash equivalents Trade accounts receivable

Escrow deposits
Trade accounts payable Payables to merchants
Loans and receivables Loans and receivables Loans and receivables Other financial liabilities Other financial liabilities
2,390,767 2,390,767 2,435,766 2,435,766

566,964 566,964 592,211 592,211
167,458
167,458
217,414
217,414
1,801,330 1,801,330 1,801,330 1,801,330
The fair value of financial assets and short- and long-term financing was determined, when applicable, by using current interest rates available for transactions conducted under similar conditions and with similar maturity dates. b) Credit risk The Company has an instrument to mitigate the credit risk of the VISA card-issuing banks, used as a hedge against the risk of default by such banks. This hedging instrument consists of the commitment assumed by the VISA brand, pursuant to foreign regulations, to guarantee the transfer to the Companys merchants of all sales made with VISA cards on the related due dates in the event of default by an issuer. The guarantee model implemented by the VISA brand together with the Company prescribes the provision of guarantees (collaterals or bank guarantees) considering the credit risk of the issuer, sales volume with VISA cards and residual risk of default by cardholders. The provision of guarantees is mandatory for all card-issuing banks with credit risk, and amounts are reviewed periodically by VISA and the Company. If the issuer does not provide the requested guarantees, it is not accepted as a member of the system or is disqualified as such. Since July 1, 2010, the Company has also started accrediting the MASTERCARD brand, and the related credit risk is guaranteed by the MASTERCARD brand itself, in case of default by the card-issuing banks with the Company. The MASTERCARD brand requires card-issuing banks participating in the system to provide guarantees, collaterals or bank guarantees. If the issuer does not provide the requested guarantees, it is not accepted as a member of the system or is disqualified as such. 54
The VISA and MASTERCARD systems also prescribe that cardholders can contest transactions made with credit cards within certain timeframes from the date of the transaction. For this purpose, the Company enters into an affiliate agreement with authorized merchants establishing all rules for acceptance of these cards at the point of sale. If transactions are contested by cardholders and the merchant is no longer an affiliated member at the date of the contestation or has no amounts receivable from the Company, then collection will be made through debit to bank account or outside collection agencies and there may be losses to the Company. The Company leases POS equipment to all affiliated merchants that do not have their own systems to capture transactions. The rent is deducted, on the due date, from the amount of transactions payable to merchants. However, the rent may not be received on the due date whenever there are no amounts payable to merchants. In these cases, the Company collects the rent through debit to future sales, bank account or outside collection agencies, and losses on rent may be incurred. c) Risk of fraud The Company uses a sophisticated antifraud system to monitor transactions with credit and debit cards, which detects and identifies suspected fraud at the time of the authorization and sends an alert message to the card-issuing bank for it to contact the cardholder. d) Currency risk The Company enters into forward exchange transactions for US dollars to hedge against fluctuations in exchange rates, which reduces significantly potential currency risks. There are no other material transactions in foreign currency that might cause a significant impact on the income or loss of the Company due to the effects of the volatility of the exchange rate on other assets and liabilities denominated in foreign currencies, principally the US dollar. As at September 30, 2011, the net exposure to foreign exchange rate risk, in thousands of U.S. dollars, is as follows: Company and Consolidated Assets: Cash and banks Short-term investments
1,908 1,600 3,508
Liabilities Payables to merchants Long position in US dollars
(3,621) 113
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e) Interest rate risk The Companys results of operations are subject to significant fluctuations resulting from short-term investments with floating interest rates. Pursuant to its financial policies, the Company has maintained its short-term investments at prime banks and has not entered into transactions with financial instruments for speculative purposes. f) Interest rate sensitivity analysis - short-term investments The funds from the Companys short-term investments are impacted by changes in the interbank deposit rate (CDI). As at September 30, 2011, assuming an increase or reduction of 10%, 25% and 50% in the interest rates, there would be an increase or decrease of approximately R$2,407, R$6,017 and R$12,034 in financial income, respectively. This amount was calculated considering the impact of hypothetical increases or decreases in interest rates on the average balance of short-term investments in 2011. g) Derivatives During the periods ended September 30, 2011 and 2010, the Company had no derivative transactions. h) Financial instruments by category
Category Loans and receivables Loans and receivables Loans and receivables Loans and receivables Company 09.30.2011 12.31.2010 Consolidated 09.30.2011 12.31.2010
Assets Cash and cash equivalents Trade accounts receivable Escrow deposits Receivables securitization abroad Total
223,408 2,390,767 566,964 3,181,139
221,542 2,192,915 566,964 42,983 3,024,404
273,486 2,435,766 592,211 3,301,463
250,603 2,210,282 592,211 42,983 3,096,079
Liabilities
Category Other financial liabilities Other financial liabilities Other financial liabilities
Company Consolidated 09.30.2011 12.31.2010 09.30.2011 12.31.2010
Payables to merchants Trade accounts payable Payables - securitization abroad Total
1,801,330 167,458 1,968,788
1,168,440 145,875 42,959 1,357,274
1,801,330 217,414 2,018,744
1,168,440 180,761 42,959 1,392,160
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27. COMMITMENTS The Company is engaged in the capture, transmission, processing and settlement of transactions with credit and debit cards. To conduct said activities, the Company entered into the following agreements: a) Lease agreements As at September 30, 2011, future annual payments under lease agreements in effect are estimated as follows: Year 2011 (beginning October) 2012 2013 Total 2,266 9,789 10,572 22,627
Most contracts specify a termination fine equivalent to three-month rent, and a partial return can be negotiated for each case. b) Telecommunications, technology and logistics services As at September 30, 2011, future payments under telecommunications, technology and logistics service agreements in effect are estimated as follows: Year 2011 (beginning October) 2012 2013 Total 120,076 520,885 562,555 1,203,516
Transactions capture and processing agreements stipulate termination fines totaling R$57,532. Telecommunications service agreements, which vary according to the operating demand and it is not possible to determine an average term, are subject to an average termination fine of R$4. Logistics service agreements are in effect since June 2007, with a minimum period of 12 months and a termination fine of R$10,561. c) Bank guarantees As at September 30, 2011, based on the agreements in effect, bank guarantees are as follows: Type Guarantee for Personal Recharge and Multioperator (*) 400
(*) Collateral assigned to the subsidiary Multidisplay by financial institutions to secure the payment of agreements with mobile telephone companies (OI/TIM/VIVO).
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28. PROFIT SHARING The Company and its subsidiaries pay profit sharing to their employees and officers, subject to the achievement of operational goals and specific objectives, established and approved at the beginning of each year. Employees and management profit sharing amounts for the periods ended September 30, 2011 and 2010 were recorded in line item Personnel expenses in the income statement, as follows: Company Third Third quarter quarter 09.30.2011 09.30.2010 2011 2010 Employees Directors Total 20,937 6,505 27,442 18,463 6,272 24,735 7,378 2,168 9,546 6,444 2,471 8,915
Consolidated Third Third quarter quarter 09.30.2011 09.30.2010 2011 2010 Employees Directors Total 29. MANAGEMENT COMPENSATION Company 09/30/2011 Compensation Variable
8,905 8,905
30,570 6,505 37,075
24,783 10,616 8,771 6,272 2,168 2,471 31,055 12,784 11,242
Fixed Directors Board of Directors Fiscal Council

3,646 784 231 4,661
Total
12,551 784 231
Fixed
1,039 264 77 1,380
Q3 2011 Compensation Variable

2,728 2,728
Total
3,767 264 77
13,566 4,108 The overall annual compensation (Directors and Board of Directors) for 2011 set at the Annual Shareholders' Meeting of April 29, 2011 is R$20,000. Compensation for Fiscal Counsel was established at R$309.
58
30. FINANCIAL INCOME (EXPENSES) Company Third quarter 2011 Third quarter 2010
09.30.2011 09.30.2010 Financial income: Earnings from short-term investments Interest on postponed receivables Interest - securitization abroad Reversal of contingencies fine and interest Other financial income
20,473 1,596 360 22,429
20,133 3,036 8,748 9,806 1,390 43,113
6,292 294 6,586
8,653 325 2,270 1,312 12,560
Prepayment of receivables: Income from prepayment of receivables (a) Present value adjustment expenses (b)
418,384 (10,467) 407,917 1,883
283,598 159,872 113,247 (31,375) (5,195) (6,890) 252,223 154,677 106,357 908 (114) 211
Exchange rate variation, net (c) Financial expenses: Interest - securitization abroad Late payment interest and fines Contingencies fine and interest Interest on early exchange Other financial expenses Total
(1,596) (40) (2,026) (37,414) (5,836) (46,912) 385,317
(8,748) (2,268) (150) (15) (99) (11,828) (557) (10,421) (6,436) (10,142) (1,196) (2,285) (2,096) (730) (29,447) (12,810) (14,714) 266,797 148,339 104,414
Consolidated Third quarter 09.30.2011 09.30.2010 2011 Financial income: Earnings from short-term investments Interest on postponed receivables Interest - securitization abroad Reversal of contingencies fine and interest Other financial income
Third quarter 2010
22,472 1,596 964 25,032
21,209 3,037 8,748 9,806 1,782 44,582
7,210 584 7,794
9,143 326 2,269 1,433 13,171
Prepayment of receivables: Income from prepayment of receivables (a) Present value adjustment expenses (b) Exchange rate variation, net (c)
418,384 (10,467) 407,917 1,883
283,598 159,872 113,247 (31,375) (5,195) (6,890) 252,223 154,677 106,357 908 (114) 211
59
Consolidated Third quarter 09.30.2011 09.30.2010 2011 Financial expenses: Interest - securitization abroad Late payment interest and fines Contingencies fine and interest Interest on early exchange Other financial expenses Total
Third quarter 2010
(1,596) (74) (2,303) (37,414) (6,197) (47,584) 387,248
(8,748) (2,268) (200) (15) (49) (11,829) (625) (4,140) (6,436) (10,142) (1,196) (2,483) (2,146) (871) (29,696) (12,928) (8,524) 268,017 149,429 111,215
(a) Revenue from the prepayment of receivables in the period ended September 30, 2011 comprises income from the transaction volume for the period then ended. (b) As described in note 5.(a), the present value adjustment recorded in the consolidated financial statements was calculated on receivables prepayments. The assumptions adopted for the calculation are as follows: Interest rates used are those contracted for the transactions of up to 6.35% p.m. Calculations were carried out separately, discounting cash flows for each recorded receivable. The Companys management recognized the present value adjustment of accounts receivable balance in view of the materiality of values adjusted, of interest rates and transaction terms. Monthly, management reviews the assumptions mentioned and the changes are recorded in the income statement. (c) Arises basically from the amount received in US dollars from Visa International Service Association related to transactions with foreign credit and debit cards, the receivables securitization abroad transaction, and gains and losses originally denominated in foreign currency, represented by income in the amount of R$1,954 (R$1,514 as at September 30, 2010) and expenses totaling R$71 (R$606 as at September 30, 2010).
60
31. OTHER OPERATING INCOME (EXPENSES), NET Represented by: Company Third quarter 2011 09.30.2011 09.30.2010 Write-off of uncollectible receivables Accrued outside services Other operating income (expenses) Total (22,140) (13,522) (35,662) (13,140) (3,682) 14,341 (2,481) (7,031) (17,894) (24,925)
Third quarter 2010 (6,777) (3,682) 12,593 2,134
Consolidated Third quarter 09.30.2011 09.30.2010 2011 Write-off of uncollectible receivables Accrued outside services Other operating income (expenses) Total 32. INSURANCE As at September 30, 2011, the Company has the following insurance agreements: (22,140) (15,800) (37,940) (13,470) (3,682) 14,738 (2,414) (7,031) (18,722) (25,753)
Third quarter 2010 (6,777) (3,682) 11,445 986
Type Civil liability and Directors and Officers Nominated risks (fire, windstorm and smoke, electrical damages, electronic equipment, theft and flood) Loss of profits Vehicles 33. STOCK OPTION PLAN
Insured amount 105,000 36,438 11,177 809
The Extraordinary Shareholders Meeting held on September 22, 2008 approved the Companys common stock option plan. This plan was confirmed by the Extraordinary Shareholders Meeting held on June 1, 2009 and is effective for ten years from the date the first benefits were granted. Stock options may be granted provided that capital dilution does not exceed, at any time during the effectiveness of the plan, 0.3% per year. Options granted to beneficiaries will be subject to a five-year vesting period from the grant date approved by the Board of Directors. The Companys Board of Directors will define the beneficiaries eligible for the stock option plan annually or at the frequency considered appropriate. 61
At meetings held on July 1, September 23, 2009, July 6, 2010 and June 22, 2011, the Board of Directors approved the first, second, third and fourth grants of options for the purchase of common/restricted shares, respectively, as shown in the table below, without any option for the settlement of options in cash. Under the Stock Option Plan and Vesting Agreement, the first portion of the stock options granted, equivalent to 1/3 of total, will vest after one year. On April 29, 2011, the Ordinary General Meeting approved the following changes to the plan: possibility for the eligible individuals to opt for the plan with an option to buy stock, a plan with restricted stock or a combination of both plans; the common/restricted shares exercise may occur 50% after two years and 50% after three years.
Number of shares Cancelled Exercise price (R$) Vesting period Fair value of options (R$ per share)
Grant date
Granted
Balance
July 2009 September 2009 July 2010 July 2011 Total
1,139,480 220,480 1,073,680 1,315,854 3,749,494
(97,160) (97,160)
1,042,320 220,480 1,073,680 1,315,854 3,652,334
28.42 39.99 42.39 31.26
5 years 5 years 5 years 6 years
10.43 11.68 13.38 12.48
The fair value of options was measured using the Black & Scholes pricing model and, in 2011, the binomial methodology, Management adopted the following economic assumptions: Granting date July 2009 September 2009 July 2010 Dividend yield Share price volatility Vesting period 6.66% 36.67% 4 years 6.66% 36.67% 4 years 5.73% 37.51% 4 years
July 2011
8.87% 38.27% In accordance with vesting and maximum exercise term
The fair value is allocated to net income for the period with a contra entry to the capital reserve on a straight-line basis over a term of up to 36 months. An expense in the amount of R$8,721 was recognized in the nine-month period ended September 30, 2011 (R$8,796 as at September 30, 2010), recorded under Personnel expenses, and 268,171 shares in the amount of R$2,989 were exercised; the net balance of stock options granted of R$5,731 was recorded under Capital reserves as at September 30, 2011 (R$8,098 as at September 30, 2010). 34. PENSION PLAN The Company contributes monthly to a defined contribution pension plan (PGBL) for its employees and contributions made during the nine-month period ended September 30, 2011 totaled R$3,881 (R$2,694 in the nine-month period ended September 30, 2010), which were recorded in Cost of services and Personnel expenses (Consolidated).
62
35. APPROVAL OF THE FINANCIAL STATEMENTS These consolidated financial statements were approved by the Companys Board of Directors and authorized for issuance on October 28, 2011.
63
We present the performance analysis and interim financial information of Cielo S.A. (Company) and subsidiaries for the quarter ended September 30, 2011, and the Independent Accountants Report on Review of Interim Financial information. The Companys financial statements are presented in accordance with IFRS (International Financial Reporting Standards) issued by IASB (International Accounting Standards Board) and in accordance with Brazilian accounting practices.
3Q11 HIGHLIGHTS Total revenue (net operating + prepayment of receivables) of R$1.211 billion, up 6.5% or R$73.5 million year-on-year and up 8.2% or R$91.6 million quarter-on-quarter; For the first time in the last 5 quarters POS rental revenue grows, increasing 2.7% quarter-onquarter, with the average rental price of R$64.7 per month per POS - the highest rental price in the market; Adjusted EBITDA of R$741.2 million, down 2.6% or R$19.8 million year-on-year and up 3.4% or R$24.7 million quarter-on-quarter; Adjusted EBITDA margin at 61.2%, down 5.7 p.p. year-on-year and 2.8 p.p. quarter-onquarter; Cielos net income totaled R$457.6 million, down 6.3% or R$30.5 million year-on-year and up 8.0% or R$34.0 million quarter-on-quarter; Cielos net income margin at 37.8%, down 5.1 p.p. year-on-year and stable quarter-onquarter; Start of acceptance of Diners cards, and announcement of the future acceptance of Discover; MACROECONOMIC SCENARIO In 3Q11, the Brazilian economy began to present signs of a slowdown, which was clear with the August industrial production numbers, which decreased as compared with July. Fearing that these symptoms of economic deceleration could spread to other sectors, at the Copom meeting held on August 30, 2011 the Brazilian Central Bank began adjusting the basic interest rate to stimulate the economy. In addition to concerns about economic growth, another issue that has drawn attention is inflation, above government targets since April and closing September at 7.31%. These challenges faced by the Brazilian economy are not unique to the industry, even with the recent monetary adjustments the deceleration begins to spread to other parts of the economy. An evident sign of this is the decrease of 1.8% in the real average wage from August to September. Retail has presented a slight slowdown at the end of August when year-on-year growth fell 1 p.p. to 6.19%. And even with the 6% unemployment, signs of economic slowdown can be felt. Another major driver of our business that continues to grow is credit, which, in August, grew 19.6% year-on-year, reaching R$1,929 billion or 48.4% of GDP. Even with credit growing at an average of 20% p.a. in 2011, we have not seen significant increases in default, which was up only slightly this
RESULTS 3T11 1
year and is currently 5.3%. Even though, we fear that this level of growth may not be sustainable in the new macroeconomic environment and therefore consumption might decelerate. 3Q11 EVENTS Diners - In August, Cielo and Credicard signed a contract that will allow Diners Club International - focused primarily in upper and upper-middle class cardholders - transactions to be captured by Cielo. Of all Credicard brands, Diners was the top performer in 2010, growing 40% year-on-year. The world's oldest credit card brand, Diners is exclusive to Credicard in Brazil, which is considered the worlds best Diners franchise. The partnership with Credicard also includes capture of Discover transactions, an American card with more than 50 million cardholders worldwide.
Global Compact - In August, Cielo joined the Global Compact, an initiative developed by a former UN Secretary General focused on mobilizing the business community to adopt the Millennium Development Goals, such as core values in human rights, labor standards, the environment and anti-corruption, in business practices.
3Q11 OPERATING PERFORMANCE
Financial Transaction Volume

In 3Q11, Cielo captured 1.167 billion transactions, up 12.5% over 3Q10 and 6.7% over 2Q11. Transaction financial volume totaled R$79.8 billion, up 18.6% when compared with the R$67.3 billion in the same period of 2010, and up 6.9% in relation to 2Q11. Specifically with credit cards, transaction financial volume totaled R$50.4 billion in 3Q11, up 21.2% year-on-year and 7.6% quarter-on-quarter. The average ticket of credit transactions was R$74.29 in 3Q11, 6.8% and 1.4% higher than the average ticket in 3Q10 and 2Q11, respectively. With debit cards, transaction financial volume totaled R$29.4 billion in 3Q11, up 14.4% compared with the same period of the previous year and 5.8% over the previous quarter. The average ticket of credit transactions was R$60.15 in 3Q11, up 3.0% over 3Q10 and down 1.5% over 2Q11.
Transaction Financial Volume (R$ million)
18.6%
74,080 67,257 29,163 25,701 70,203 27,802 29,407 74,623 79,775
25,885
41,556
44,917
44,318
46,821
50,368
3Q10
4Q10
1Q11 Credit cards Debit cards
2Q11
3Q11
RESULTS 3T11 2
Geographic Coverage and Affiliated Merchants

With nationwide presence, at the end of the quarter Cielo had affiliated merchants in 5,511 of 5,565 Brazilian cities, representing a geographic coverage of 99.0%, as compared with 98.8% in 2Q11. Registered active merchants totaled 1.153 million at the end of 3Q11, up 3.4% quarter-on-quarter and up 0.5% year-on-year. Active merchants are those that have made at least a single transaction in the last 60 days.
AFFILIATED MERCHANTS Active Merchants in 60 days (000) 3Q11 1,153 3Q10 1,147 2Q11 1,115 3Q11 X 3Q10 3Q11 X 2Q11 0.5% 3.4%
3Q11 FINANCIAL PERFORMANCE
Gross Operating Revenue + Prepayment of Receivables

Cielos main sources of revenue are derived from the capture, transmission, processing and settlement of transactions carried out with credit and debit cards, as well as the rentals of POS terminals, other revenues and prepayment of receivables to its clients. The graph below shows the relative importance of each of these sources:
Revenue- Activity (%)
48.2%
46.5%
45.2%
44.6%
44.6%
Credit cards
Debit cards
16.2% 23.4% 8.4% 3.8% 3Q10 17.7% 21.7% 8.6% 5.5% 4Q10 16.4% 22.5%
16.6%
21.5%
16.9% 20.4% 11.6% 6.6% 3Q11
POS Rental Prepayment of Receivables Other revenues
9.8% 6.1%
1Q11
11.0% 6.3%
2Q11
In 3Q11, net operating revenue plus net revenue from prepayment of receivables totaled R$1.211 billion, up 6.5% year-on-year and 8.2% quarter-on-quarter. Commission revenue from credit and debit transactions totaled R$823.1 million in 3Q11, up 1.3% compared with the same period of 2010. This R$10.3 million increase was a consequence of the 18.6% growth in the transaction volume and the product mix (higher credit growth vs. debit), partially offset by the reduction in the gross merchant discount rate, increased interchange and incentives to partner banks. Over 2Q11, total commission revenue increased R$68.2 million or 9.0% mostly due to the 6.9% increase in financial volume, the product mix (higher credit growth vs. debit), and a higher gross merchant discount rate partially offset by a higher interchange rate.
RESULTS 3T11 3
Revenue from credit transactions totaled R$596.6 million in 3Q11, down 2.0% over 3Q10s R$608.6 million. This R$12.0 million decrease is due to the reduced gross merchant discount rate and increased interchange and incentives to partner banks, partially offset by the 21.2% increase in financial volume and the product mix (growth of credit in installments vs. regular credit). Credit revenues were up 8.5% over 2Q11. This increase of R$46.5 million is due to the 7.6% increase in financial volume, the product mix (growth of credit in installments vs. regular credit) and the increased gross merchant discount rate, partially offset by incentives to partner banks. Revenue from debit transactions rose 10.9% compared with the same period of 2010, reaching R$226.5 million. This R$22.3 million increase is due to the 14.4% rise in financial volume, partially offset by the reduced gross merchant discount rate and the impact of incentives to partner banks. Debit revenues increased 10.6% quarter-on-quarter. This R$21.6 million increase was a consequence of the 5.8% growth of financial volume, higher gross merchant discount rate, partially offset by the impact of incentives to partner banks. POS rental revenues totaled R$272.3 million, down 7.9% over the same period of 2010. The installed POS base was up 6.4% year-on-year. At the same time, average rental fees were down 13.5%. POS rentals increased 2.7% quarter-on-quarter. This was the first time in the last 5 quarters that we present a growth in this line. In the same period to the POS base grew 3.8% and there was an increase of WiFi/GPR devices in proportion to the total base, with higher rental fees, and a slight reduction of rental prices that reached R$ 64.7 in the quarter - the highest rental price in the market.
# Installed POS Average Rental (R$/Installed POS) Equipment Rental Revenue ( R$ million) 3Q11 1,402 64.7 272.3 3Q10 1,318 74.8 295.7 2Q11 1,351 65.4 265.1 3Q11 X 3Q10 3Q11 X 2Q11 6.4% 3.8% -13.5% -1.0% -7.9% 2.7%
Other Revenues totaled R$88.1 million, an 83.7% year-on-year increase. This R$40.1 million increase is mostly due to the R$23.5 million variation in revenue from subsidiary M4U, which, despite being acquired in 3Q10, did not impact the quarter as a whole. Quarter-on-quarter, Other Revenues were up 13.4% or R$10.4 million, chiefly due to the increase in revenues from lock services to banks and Value Added Network (VAN) services provided to several private label cards, as well as our services provided to the American Express brand.
Prepayment of Receivables
The financial volume of prepaid transactions was R$3.9 billion in 3Q11 - the ninth consecutive quarter of growth, representing 7.7% of our total credit volume. Revenues, excluding adjustments to present value and financial expenses, totaled R$159.9 million in the quarter, up 41.2% as compared with 3Q10 and 16.1% as compared with 2Q11. In 3Q11, net revenues from prepayment of receivables, adjusted to present value, were R$154.7 million, up 45.4% over 3Q10 and 13.6% over 2Q11. The revenues from prepayment of receivables adjusted to present value and financial expenses in 3Q11 were R$144.5 million, up 37.4% over 3Q10 and 26.3% over 2Q11. The average ticket of these operations was R$2.3 thousand in 3Q11, remaining stable over 3Q10 and 2Q11s R$2.5 thousand.
RESULTS 3T11 4
Cost of Services Provided

The cost of services provided increased 15.3% or R$48.6 million to R$365.6 million in 3Q11, compared with R$317.1 million in the same period of 2010. This increase was basically composed of: Increase of R$33.4 million due to the increased of captured transactions; Increase of R$26.6 million derived from costs related to subsidiaries M4U, Orizon and Cielopar; Increase of R$24.7 million due to the increased brand fees; Increase of R$11.8 million from depreciation of POS terminals, explained by the increase in the total base and the change in the equipment mix with more wireless terminals, which are more expensive; Reduction of R$47.9 million, partly due to the reduced expenses on projects related to the multi-brand scenario in 3Q10, and partly due to renegotiation of contracts with providers. The unit cost per transaction in 3Q11 was R$0.313, 2.5% higher than in 3Q10, when it was R$0.306. Quarter-on-quarter, the cost of services provided was R$23.2 million or 6.8% higher in 3Q11. This increase was basically composed of: Increase of R$19.5 million due to the increased brand fees; Increase of R$12.1 million due to the increased captured volume (in number of transactions); Increase of R$2.8 million from depreciation of POS terminals, primarily explained by the change in the equipment mix with more wireless terminals, which are more expensive; Increase of R$1.4 million derived from the costs of subsidiaries M4U, Orizon and Cielopar; Reduction of R$12.8 million mainly due to renegotiation with processing and capture service providers. The unit cost per transaction in 3Q11 was 0.1% higher than in 2Q11.
Operating Expenses
Operating expenses increased R$57.0 million or 52.3% to R$165.8 million in 3Q11, compared with R$108.8 million in 3Q10. This increase was 39.1% or R$46.6 million when compared with 2Q11. Personnel expenses increased 15.1% or R$6.5 million over 3Q10, mostly due to the increase in the total headcount and the 7.0% pay raise stipulated in the collective bargaining agreement in August of 2011. Quarter-on-quarter, personnel expenses were stable. General and administrative expenses were up 15.7% or R$6.0 million year-on-year to R$44.5 million, mainly due to increased expenses with professional services. As compared with 2Q11, general and administrative expenses were down 1.8%.
RESULTS 3T11 5
Marketing expenses increased 62.5% or R$17.4 million over 3Q10, due to trade initiatives, client loyalty campaigns and campaigns with partners (banks and clients). Marketing expenses represented 3.7% of total net revenues in 3Q11. As compared with 2Q11, marketing expenses were up 109.6% due to the same reasons. Other net operating revenues (expenses) increased R$26.8 million year-on-year due to the increased provision for contingencies. Quarter-on-quarter, this line showed a R$23.6 million increase due to the same reasons. Adjusted EBITDA The Companys Management uses EBITDA as a measurement of its performance. Adjusted EBITDA reached R$741.2 million in 3Q11, down 2.6% year-on-year and up 3.4% quarter-on-quarter. Adjusted EBITDA corresponds to net income before income tax and social contribution, depreciation and amortization and financial income/expenses, except for net gains on prepayment of receivables transactions. The participation of non-controlling shareholders is added to the net profit. EBITDA is not an accounting measurement used in the accounting practices adopted in Brazil. It does not represent the cash flow for the presented periods and it should not be considered as an alternative to net income, an operating performance measure or as an alternative to operating cash flow or as a measurement of liquidity.
Adjusted EBITDA (R$ million) Cielos Net Income Holdings of minority shareholders Financial Income Income tax and Social Contribution Depreciation and amortization EBITDA % EBITDA Margin Prepayment of Receivables, net Adjusted EBITDA (R$ million) % Adjusted EBITDA Margin 3Q11 457.6 1.5 (149.4) 215.3 61.6 586.5 55.5% 154.7 741.2 61.2% 3Q10 488.1 0.4 (111.2) 227.9 49.5 654.7 63.5% 106.4 761.0 66.9% 2Q11 3Q11 X 3Q10 423.6 -6.2% 1.4 255.4% (118.8) 34.4% 215.5 -5.5% 58.8 24.5% 580.4 -10.4% 59.0% -8.0. p.p. 136.1 45.4% 716.5 -2.6% 64.0% -5.7.p.p. 3Q11 X 2Q11 8.0% 8.9% 25.7% -0.1% 4.8% 1.1% -3.5. p.p. 13.6% 3.4% 2.8. p.p.
CAPITAL MARKET
Ownership Structure
Cielo S.A. stock debuted on the BM&Fbovespas Novo Mercado on June 29, 2009, initially under the ticker symbol VNET3 and, due to the Companys name change, since December 18, 2009 under CIEL3. Cielos stock is currently included on the Bovespa Index (Ibovespa), the Brazil Index (IBrX), the Brazil 50 Index (IBrX-50), the Differentiated Corporate Governance Index (IGC) the Differentiated Tag Along Rights Index (ITAG), the Financial Index (IFNC), the Carbon Efficiency Index (ICO2), the Valor BM&FBovespa Index (IVBX-2), the Mid-Large Cap Index (MLCX), the Corporate Governance Trade Index (IGCT), the BM&FBovespa Extended Brazil (IBrA) and the Dividends Index (IDIV).
RESULTS 3T11 6
Shareholders Structure Controlling Shareholders Banco Bradesco Banco do Brasil Free-Float Treasury Total
ON 312,789,342 156,394,654 156,394,688 231,578,404 1,545,774 545,913,520
% 57.3% 28.6% 28.6% 42.4% 0.3% 100.0%
Stock Performance
As the Ibovespa depreciated 17.46% in 3Q11, Cielos stock appreciated 6.70%. On September 30, 2011, CIEL3 shares were quoted at R$41.90/share, bringing the Company's market cap to R$22.8 billion.
Shares Performance
115 110
105
100 95 90
6.70%
85
80 75 70
7/1/2011
Source: Bloomberg
-17.46%
7/21/2011
CIEL3
8/10/2011
8/30/2011
IBOV
9/19/2011
The average trading volume from July to September of 2011 totaled 1.7 million shares in 71.1 thousand transactions, with an average daily trade volume of R$71.1 million, representing 0.7% of the free float, up 44.4% over the previous quarter. Since IPO, the average volume has been 1.9 million shares with an average daily trade volume of R$72.1 million or 0.7% of the free float.
Average Daily Trade Volume-CIEL3 (R$ million) Average Daily Volume-CIEL3 (million)
240 200 160 120 80 40 0

7/1/11
Source: Bloomberg
6 5
Avergae Daily R$71.0 million
4 3 2 1
Average Daily 1.7million
7/21/11
8/10/11
8/30/11
9/19/11
7/1/11
Source: Bloomberg
7/21/11
8/10/11
8/30/11
9/19/11
RESULTS 3T11 7
Level 1 ADR Program

On February 22, 2010, Cielo announced the launch of its Level 1 American Depositary Receipts (ADR) Program. The ADRs are traded on the over-the-counter (OTC) market under the ticker symbol CIOXY and each ADR represents a Company-issued common share. Deutsche Bank Trust Company Americas is the depository institution for those securities. As of the beginning of June, Cielos American Depositary Receipts (ADR) are traded on OTCQX International Premier, the highest segment of the U.S. over-the-counter market. With the OTCQX trading platform, we began offering investors transparent trading, higher quality information and easy access via regulated U.S. brokers. The Companys financial information and real-time quotes are available at www.otcqx.com and www.otcmarkets.com.
Corporate Governance
The Company has adopted a responsible, transparent, ethical stance in managing its businesses and seeks to improve its corporate governance standards according to best market practices in order to preserve shareholders' rights through equal, clear and open treatment. Cielo has a Board of Directors comprised of 10 members (two independent members) and a Fiscal Council with three members. In addition to these corporate bodies, advisory committees were established to make recommendations on business strategy, including long-term strategies, Company performance, and oversight and monitoring of the adopted measures. Currently, besides the Audit Committee, which is provided for in the bylaws, the following advisory committees have been instated: Finance, Personnel and Corporative Governance. The Company has Information Disclosure and Trading polices, as well as a Code of Ethics, which establishes standards of conduct in relationships with all stakeholders: employees, clients, suppliers, investors, regulatory bodies, society and governments. INDEPENDENT AUDITORS As required by CVM Instruction n 381/03, we inform that during the third quarter of 2011 the Company contracted Deloitte Touche Tohmatsu Auditores Independentes independent audit services. The companys policy for contracting independent accountant services ensures there is no conflict of interest, loss of independence or objectivity. In accordance with internationally accepted principles, these principles consist of: (a) an auditor should not audit its own work, (b) an auditor should not perform management functions on behalf of its client and (c) an auditor should not seek its clients interests. In the quarter ended September 30, 2011 neither the independent accountants nor its parties rendered the Company services that were not related to audit. The information in the performance analysis related to EBITDA, adjusted EBIDTA, EBITDA margin, financial volume and number of transactions, discount rate, industry and sector information, net revenue contributions, number of employees, total investments and managerial revenue have not been reviewed by the independent accountants on September 30, 2011. ***
2011-1490 - Comentrio Desempenho
RESULTS 3T11 8

Cielo S.A. and Subsidiaries: (Convenience Translation Into English From The Original Previously Issued in Portuguese)

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Cielo S.A. and Subsidiaries: (Convenience Translation Into English From The Original Previously Issued in Portuguese)

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(Convenience Translation into English from the Original Previously Issued in Portuguese)

Cielo S.A. and Subsidiaries

Deloitte Touche Tohmatsu

DELOITTE TOUCHE TOHMATSU Auditores Independentes

Ismar de Moura Engagement Partner

2011 Deloitte Touche Tohmatsu. All rights reserved.

Company 09.30.2011 12.31.2010

Consolidated 09.30.2011 12.31.2010

Company 30.09.2011 31.12.2010

Consolidated 30.09.2011 31.12.2010

223.408 2.390.767 269 333 8.014 13.901 2.636.692

221.542 2.192.915 165 441 42.027 956 4.781 17.440 2.480.267

273.486 2.435.766 3.694 8.302 25.835 2.747.083

250.603 2.210.282 2.710 42.027 956 4.851 24.892 2.536.321

1.801.330 167.458 264.863 11.666 79.845 2.325.162

1.168.440 145.875 405.351 25.946 42.003 956 117.958 79.848 1.986.377

1.801.330 217.414 270.668 104.830 2.394.242

1.168.440 180.761 409.042 42.003 956 117.958 97.197 2.016.357

284.856 566.964 622 170.045 431.925 10.143 50.548 1.515.103

245.324 467.245 1.078 76.088 346.498 10.143 40.067 1.186.443

295.573 592.211 647 445.312 86.931 130.690 1.551.364

255.216 489.204 1.090 360.290 53.779 75.506 1.235.085

599.057 10.237 609.294

495.100 5.452 500.552

630.847 4.958 35.811 671.616

523.633 5.579 31.586 560.798

19.a) 19.b) 19.g)

The accompanying notes are an integral part of these financial statements.

Third quarter 2011 1.016.366 (323.394) 692.972

09.30.2010 2.924.750 (789.988) 2.134.762

Third quarter 2011 1.056.261 (365.617) 690.644

09.30.2010 2.954.263 (826.179) 2.128.084

(28.958) (72.419) (45.108) 562 (24.925) 522.124

(87.092) (212.657) (102.581) 1.956 (35.662) 1.552.405

(29.679) (57.527) (27.768) 10.391 2.134 612.410

(83.280) (151.430) (85.152) 3.312 (2.481) 1.815.731

(49.210) (45.655) (45.159) (25.753) 524.867

(142.723) (141.483) (102.720) (37.940) 1.560.041

(42.753) (39.268) (27.792) 986 605.175

(117.236) (105.737) (85.259) (2.414) 1.817.438

6.586 (12.810) 159.872 (5.195) (114) 148.339

22.429 (46.912) 418.384 (10.467) 1.883 385.317

12.560 (14.714) 113.247 (6.890) 211 104.414

43.113 (29.447) 283.598 (31.375) 908 266.797

7.794 (12.928) 159.872 (5.195) (114) 149.429

25.032 (47.584) 418.384 (10.467) 1.883 387.248

13.171 (8.524) 113.247 (6.890) 211 111.215

44.582 (29.696) 283.598 (31.375) 908 268.017

(222.826) 9.912 457.549

(671.472) 39.531 1.305.781

(241.152) 12.386 488.058

(719.302) 22.765 1.385.991

(226.605) 11.348 459.039

(678.820) 40.786 1.309.255

(241.343) 13.430 488.477

(719.493) 20.448 1.386.410

1.305.781 3.474 1.309.255 2,4057 2,4025

488.058 419 488.477 0,8978 0,8967