Caxias do Sul, February 19th, 2016. - Marcopolo S.A.ri.marcopolo.com.br/enu/2828/Management_Report_2015.pdf · CONSOLIDATED INFORMATION Caxias do Sul, February 19th, 2016. 5 compared

CONSOLIDATED INFORMATION Caxias do Sul, February 19th, 2016.

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FULL-YEAR 2015 RESULTS – Management Report

Dear Shareholders:

Marcopolo S.A. Management submits the Management Report and the

Financial Statements for the fiscal year ended on December 31st, 2015 together with

the report of independent auditors, for your analysis.

The financial statements are presented in accordance with the accounting

practices adopted in Brazil and with the IFRS - International Financial Reporting

Standards, set forth by IASB - International Accounting Standards Board.

1. OPERATIONAL CONTEXT

Marcopolo is a publicly-held company, headquartered in Caxias do Sul, Rio

Grande do Sul, founded on August 6th, 1949, and is primarily engaged in manufacturing

buses, bus bodies and components.

The product line covers a wide range of models, made up by coach, urban,

micro and mini groups, as well as Volare family (complete bus with chassis and body).

The buses are manufactured in seventeen plants, being five in Brazil (two units

in Caxias do Sul - RS, one in Duque de Caxias - RJ, one in São Mateus - ES, besides a

45.0% interest in San Marino Ônibus e Implementos Ltda., also in Caxias do Sul. - RS),

and twelve abroad, with an own unit in South Africa, three in Australia, as well as

subsidiaries/controlled companies in Argentina (2), Colombia, Egypt, India (2), Mexico

and China. Marcopolo also holds 40.0% interest in Spheros Company (HAVC and air

conditioning), 30.0% in WSUL (foams for seats), 65.0% in Apolo (solutions in plastics),

26.0% in MVC (plastic components), and 19.97% in the Canadian company New Flyer

Industries, Inc. Besides the mentioned companies, Marcopolo has full control of Banco

Moneo S.A., incorporated to support the financing of the Company products.


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2. PERFORMANCE INDICATORS

The table below lists some important indicators for the management and

analysis of the Company's performance in 2015.

CONSOLIDATED DATA

(BRL in million and percentage variation, unless otherwise stated) Operating Performance 2015 2014 Var. %

Net Operating Income 2,739.1 3,400.2 (19.4)

- Income in Brazil 1,263.5 2,252.0 (43.9)

- Income from exports and abroad 1,475.6 1,148.2 28.5

Gross income 476.0 592.3 (19.6)

EBITDA (1)

212.5 306.4 (30.6)

Net Income 89.1 224.1 (60.2)

Earnings per share in BRL 0.100 0.252 (60.3)

Return on Invested Capital - ROIC (2)

6.3% 10.2% (3.9)pp

Return on Net Equity - ROE (3)

5.4% 14.8% (9.4)pp

Investments 156.2 136.3 14.6

Net Equity 1,828.1 1,647.6 11.0

Financial Status: Industrial Segment

Cash, Cash Equivalents and Financial Applications 1,346.0 888.1 51.6

Short Term Financial Liabilities 691.5 159.1 334.6

Long Term Financial Liabilities 1,065.1 1,204.2 (11.6)

Net Financial Liabilities 410.6 475.2 (13.6)

Financial Status: Industrial and Financial Segments

Cash, Cash Equivalents and Financial Applications 1,365.2 915.6 49.1

Short Term Financial Liabilities 966.1 421.7 129.1

Long Term Financial Liabilities 1,509.7 1,691.2 (10.7)

Net Financial Liabilities 1,110.6 1,197.3 (7.2)

Margins

Gross Margin 17.4% 17.4% -

EBITDA margin 7.8% 9.0% (1.2)pp

Net Margin 3.3% 6.6% (3.3)pp

Notes: (1) EBITDA = Income before interests, taxes, depreciation and amortizations; (2) ROIC (Return on Invested Capital) = EBIT/(inventory + customers + fixed assets + intangible - suppliers); (3) ROE (Return on Equity) = Net Income/Initial Net Equity; pp = percentage points.

3. BUS INDUSTRY PERFORMANCE IN BRAZIL

In 2015, Brazilian production reached 17,511 units, a volume 38.4% lower than

28,429 units produced in 2014. Volare is not computed in the Brazilian production of

bus bodies since it is a vehicle that is sold complete. If we consider the production of

this type of vehicle, domestic production would be 19,367 units in the year, against

32,841 units in 2014.


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The demand in the domestic market reached 13,352 units, a fall of 45.8%

compared to 2014, while the production for the export market reached 4,159 units,

9.4% higher than the last year exports.

The following chart shows the evolution of the last ten years in the Brazilian

production of bus bodies:

BRAZILIAN BUS PRODUCTION - TOTAL (in units)

PRODUCTS (1)

2011 2012 2013 2014 2015

Intercity 10,467 9,117 10,216 7,977 5,679

Urban 20,347 18,944 17,938 16,836 9,593

Micros 5,099 5,019 4,955 3,616 2,239

SUBTOTAL 35,913 33,080 33,109 28,429 17,511

Minis (2)

76 - - - -

TOTAL 35,989 33,080 33,109 28,429 17,511

Sources: FABUS (National Association of Bus Manufacturers) and SIMEFRE (Interstate Union of Rail and Highway Material and Equipment).

Notes: (1) Includes units exported in KD (disassembled; knocked-down); (2) The Minis´ production data do not include production of complete units, such as Volare.

BRAZILIAN PRODUCTION OF BUSES – DOMESTIC MARKET (in units)

PRODUCTS (1)

2011 2012 2013 2014 2015

Intercity 8,051 6,970 7,666 5,644 3,382

Urban 19,511 17,752 17,011 15,861 8,291

Micros 4,131 3,900 4,150 3,123 1,679

SUBTOTAL 31,693 28,622 28,827 24,628 13,352

Minis (2)

68 - - - -

TOTAL 31,761 28,622 28,827 24,628 13,352

Note: See notes on chart - Brazilian Bus Production - TOTAL.

27,952

32,027

35,410

25,645

33,395

35,989

33,080 33,109

28,429

17,511 34.1%

31.6% 28.9%

17.7% 15.3% 11.7% 13.5% 12.9% 13.4%

23.8%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Brazilian Production Exports


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BRAZILIAN PRODUCTION OF BUSES – FOREIGN MARKET (in units)

PRODUCTS (1)

2011 2012 2013 2014 2015

Intercity 2,416 2,147 2,550 2,333 2,297

Urban 836 1,192 927 975 1,302

Micros 968 1,119 805 493 560

SUBTOTAL 4,220 4,458 4,282 3,801 4,159

Minis (2)

8 - - - -

TOTAL 4,228 4,458 4,282 3,801 4,159

Note: See notes on chart - Brazilian Bus Production - TOTAL.

4. MARCOPOLO´S OPERATING PERFORMANCE

The current Brazilian economic situation and political instability have deeply

affected the capital goods segment in the country. As a result, the year 2015 was of

retraction for the bus body industry and brought great challenges for companies in this

segment. To adapt to the adverse scenario, Marcopolo has implemented measures

aimed at mitigating the impact on staff and operating results.

Regarding employees, the Company adopted flexible working hours, collective

holidays and from January 2016, lay-off of up to five months in Marcopolo Rio, a unit

specialized in urban bus production located in Duque de Caxias/RJ.

At the operating scope, Marcopolo has created task forces to accelerate critical

activities that help the company to overcome the difficulties of an internal market still

stagnant at a level below the historical one. The first one focuses on increasing

exports, by strengthening operations in traditional markets in Latin America, and also

by covering new markets and enlargement of the portfolio of overseas clients. The

second task force aims at the operating improvement by shortening production cycle

times, increasing efficiency and optimization of plants. The third task refers to

structured actions, seeking to reduce costs and indirect costs.

Regarding Volare, the lower demand for school vehicles from the Road to

School program, as well as the late payment by the Federal Government of amounts

billed through this program, have affected the business results. In contrast, a 44.3%

growth in the export physical volume and the reduction of receivables has made up

for, partially, the impact on this segment results.

In early 2015, Volare unit São Mateus/ES started its activities assembling kits

(CKD) sent from Caxias do Sul. Even in a challenging year, Volare launched models V8L

RHD, V9L, WL Urban and Access, contributing to increase the competitiveness of the

brand in its marketplace. The launching of Volare Five is being anticipated for the first

half of 2016.

In the segment of urban buses, besides the lower volume for the Road to

School program, delays in bidding processes in some cities, the rising cost of financing

for the purchase of buses and delays in urban mobility works were determining factors

for the lower demand in the period.

In the intercity segment, the year was characterized by a decrease of 40.1% in

demand in the Brazilian domestic market in comparison with 2014 and 55.9%


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compared to the year 2013. The main factors responsible for this decline were the

increased financing costs, the reduction of the Brazilian GDP, which affected the

charter segment, and uncertainties regarding the regulation of the regular services of

interstate and international road passenger transportation under an authorization

system, which was published by the National Agency of Land Transportation (ANTT) in

June 2015.

Regarding the Road to School program, the last open outcry trading was held in

December 2015. In the total of electronic outcry trading in 2015, Marcopolo was

qualified to produce and deliver up to 1,550 units. However, due to budget constraints

of the Federal Government, up to this date there is no definition for the acquisition of

these units. The Company remains seeking to receive the amounts still outstanding

related to the volume billed between the years 2014 and 2015, which, on 01.31.2016,

amounted to BRL 83.8 million.

In foreign operations, the highlight was Volgren, Australia, who started to

benefit from the implementation of the transformation program in its plants, and had

an improvement in operating results compared to 2014. New Flyer Inc. (NFI), a

company in which Marcopolo has equity interest of 19.97%, the highlight was the

acquisition of Motor Coach Industries International - MCI, the largest US manufacturer

of intercity buses, for US$ 455.0 million. NFI also announced a 12.9% increase in the

dividends per share, from C$ 0.62 to C$ 0.70 per year, from 2016 on. Further

information on the performance of subsidiaries and controlled companies of

Marcopolo abroad can be found in item 16 of this report.

In the bus segment, Marcopolo launched five new models: the intercity Paradiso

1350, the Ideale intercity, and the urban ones, Torino Express (articulated), Torino Low

Entry (low floor) and Torino Rear Engine. With such launches, the Company serves

virtually every niche markets in Brazil and abroad, and seeks to encourage customers

to promote the renewal of their fleets with more efficient, modern, safe and

comfortable vehicles. Since 2008, Marcopolo has promoted the launch of over 100

new models around the world.

Marcopolo announced on the Relevant Fact published on 11.03.2015, that the

Board of Directors of the Company has approved the signing of a non-binding letter of

intent, which aims to lay the basis and principles for a potential merger of L&M, the

direct controlling company of San Marino Ônibus Ltda. (Neobus). The Company

continues waiting for the approval by the competition defense authorities and for the

completion of the due diligence process.

According to the Notice to the Market, published on June 25th, 2015,

Marcopolo´s Board of Directors announced the appointment of Francisco Gomes Neto

for the position of general director of the company. The officer took office on August

10 and succeeded José Rubens de la Rosa. The change was part of the Company's

succession process, in course since 2013.

4.1 Units Registered in Net Revenues

In 2015, 11,170 units were recorded in net revenues, with 8,907 in the domestic

market, representing 79.7% of the consolidated revenues, and 2,263 units in the


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foreign market, representing the remaining 20.3% of the total, as shown in the

following table:

OPERATIONS (in units) 2015 2014 Var. %

BRAZIL

- Domestic Market 7,126 13,955 (48.9)

- Foreign Market 1,915 1,916 (0.1)

SUBTOTAL 9,041 15,871 (43.0)

Eliminations of exported KD's (1)

134 311 (56.9)

TOTAL IN BRAZIL 8,907 15,560 (42.8)

ABROAD

- South Africa 343 359 (4.5)

- Australia 428 435 (1.6)

- Mexico 1,492 1,619 (7.8)

TOTAL ABROAD 2,263 2,413 (6.2)

GRAND TOTAL 11,170 17,973 (37.9)

Note: (1) KD (Knock Down) = Bodies partially or fully disassembled.

4.2 Production

In 2015, Marcopolo's consolidated production totaled 11,072 units, 37.5% less

than the 17,713 manufactured in the year 2014. From this total, 79.6% were produced

in Brazil and the remaining 20.4% abroad. Data on the world production of Marcopolo

are presented in the following charts:

MARCOPOLO - CONSOLIDATED WORLDWIDE PRODUCTION

OPERATIONS (in units) 2015 2014 Var. %

BRAZIL (1)

- Domestic Market 7,052 13,709 (48.6)

- Foreign Market 1,934 1,964 (1.5)

SUBTOTAL 8,986 15,673 (42.7)

Eliminations exported KD's (2)

168 336 (50.0)

TOTAL IN BRAZIL 8,818 15,337 (42.5)

ABROAD

- South Africa 334 322 3.7

- Australia 428 435 (1.6)

- Mexico 1,492 1,619 (7.8)

TOTAL ABROAD 2,254 2,376 (5.1)

GRAND TOTAL 11,072 17,713 (37.5)

Notes: (1) Includes production of Volare model, as well as the production of Marcopolo Rio (2,552 units in 2015 and

4,940 units in 2014); (2) KD (Knock Down) = partially or fully disassembled bodies.


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MARCOPOLO - CONSOLIDATED WORLDWIDE PRODUCTION BY MODEL

PRODUCTS/MARKETS(2)

(in units)

2015 2014

DM (Domestic

Market

FM(1)

TOTAL DM FM(1)

TOTAL

Intercity 2,032 1,149 3,181 3,334 1,253 4,587

Urban 2,999 2,403 5,402 5,369 2,353 7,722

Micros 419 214 633 770 222 992

SUBTOTAL 5,450 3,766 9,216 9,473 3,828 13,301

Volares (3)

1,602 254 1,856 4,236 176 4,412

TOTAL PRODUCTION 7,052 4,020 11,072 13,709 4,004 17,713

Notes: (1) Total production figures of the Foreign Market include the units exported as KD (partially or fully

disassembled bodies) which amounted, in 2015, to 168 units against 336 units in 2014; (2) DM = Domestic

Market; FM = Foreign Market; (3) The Volare production is not part of SIMEFRE and FABUS data, or of the

segment production.

MARCOPOLO - PRODUCTION IN BRAZIL

PRODUCTS/MARKETS (2)

(in units)

2015 2014

DM FM (1)

TOTAL DM FM (1)

TOTAL

Intercity 2,032 1,094 3,126 3,334 1,213 4,547

Urban 2,999 372 3,371 5,369 353 5,722

Micros 419 214 633 770 222 992

SUBTOTAL 5,450 1,680 7,130 9,473 1,788 11,261

Volares (3)

1,602 254 1,856 4,236 176 4,412


Note: See notes on the chart Consolidated Worldwide Production by Model.

4.3 Market Share

Marcopolo has kept its leadership status in the Brazilian market, ending the year

with a participation of 40.7%. Despite the Brazilian production of buses retraction of

38.4% in 2015, the Company's general market share increased 1.1 percentage point

compared to 2014. The chart below shows the market share of Marcopolo in the

Brazilian production by product line.

PARTICIPATION IN BRAZILIAN PRODUCTION (%)

PRODUCTS (1)

2011 2012 2013 2014 2015

Intercity 61.5 58.9 56.0 57.0 55.0

Urban 35.1 34.6 34.7 34.0 35.1

Micros 22.4 22.8 24.9 27.4 28.3

TOTAL (2)

40.9 39.5 39.8 39.6 40.7

Source: FABUS and SIMEFRE

Notes: (1) Includes 100.0% of Marcopolo Rio; (2) Volare is not counted for purposes of market share.


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5. CONSOLIDATED NET INCOME

The consolidated net income reached BRL 2,739.1 million in 2015, 19.4% lower

than the BRL 3,400.2 million in the year 2014. The result was partially offset by an

increase of 51.7% in the export revenues, driven by the 47.0% devaluation of the real

against the US dollar in 2015.

Sales to the domestic market generated revenues of BRL 1,263.5 million or

46.1% of the total net revenues (66.2% in 2014). The exports, added to the business

abroad have reached BRL 1,475.6 million or 53.9% of the total. Revenues by product

and target market are displayed on the following table:

TOTAL NET INCOME CONSOLIDATED BY PRODUCTS AND MARKETS (BRL million)

PRODUCTS/MARKETS(1)

2015 2014

DM FM TOTAL DM FM TOTAL

Intercity 469.5 577.8 1,047.3 701.4 515.1 1,216.5

Urban 313.6 599.6 913.2 597.9 453.6 1,051.5

Micros 45.3 31.6 76.9 77.6 20.8 98.4

Subtotal of bodies 828.4 1,209.0 2,037.4 1,376.9 989.5 2,366.4

Volares(2)

306.1 49.4 355.5 769.0 29.7 798.7

Chassis 27.2 66.4 93.6 19.7 35.1 54.8

Banco Moneo, Parts, Other 101.8 150.8 252.6 86.4 93.9 180.3

GRAND TOTAL 1,263.5 1,475.6 2,739.1 2,252.0 1,148.2 3,400.2

Note: (1) DM = Domestic Market; FM = Foreign Market (2) Volare earnings include chassis.

From the total consolidated net revenue in 2015, 74.3% originated from bus

body sales, 13.0% from the sales of Volares, and 12.7% from revenues from parts,

Banco Moneo and chassis.

The charts below show in greater detail the origin of the consolidated revenues

by product line (in %):

2015 2014


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6. GROSS PROFIT AND MARGINS

In 2015, gross profit totaled BRL 476.0 million, representing 17.4% of the net

revenues. Despite the decline in total production and a lighter mix of products

intended for the Brazilian market, the gross margin remained stable compared to the

margin of the previous year. This reflects the higher contribution of exports to the

consolidated revenues, the margins of which are being benefited by the devaluation of

the real against the US dollar, and by the Company's actions to mitigate the effects of

the downturn in the domestic market over its operating results.

7. EXPENSES WITH SALES

Selling expenses totaled BRL 164.8 million in 2015, or 6.0% of the net revenues,

versus BRL 196.4 million, or 5.8% of revenues in 2014. The decrease in the absolute

value basically reflects the lower volume of commissions due to the decrease in sales.

8. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses totaled BRL 158.5 million in 2015 and

BRL 171.3 million in 2014, representing 5.8% and 5.0% of the net revenue,

respectively. The decrease in the absolute value was due to the internal restructuring

in the administrative areas and lower expenses with the Transformation Program in

Volgren, Australia. The higher percentage ratio, on its turn, is due to lower revenues.

9. OTHER OPERATING INCOME/EXPENSES

In 2015, BRL 19.6 million were accounted as "Other Operating Expenses". This

amount comes from expenses and provisions for severance pay amounting to BRL 16.4

million, and resulting from internal restructuring in indirect and administrative areas.

10. EFFECTS OF EQUITY EQUIVALENCE

The effects of equity equivalence in 2015 amounted to positive BRL 33.0 million,

in comparison to BRL 35.3 million also positive in 2014. The largest contributions are

from New Flyer Industries Inc. (BRL 45.9 million), a direct subsidiary of Marcopolo

Canada Holdings Corp., and of Metalpar/Metalsur (BRL 18.4 million). On the other

hand, MVC – Componentes Plásticos Ltda. – presented a negative non-cash result

amounting to BRL 35.7 million. It should be noted that the Marcopolo holds a minority

interest of 26.0% in MVC and does not participate in the company management. The

result of the equity equivalence is presented in detail in Note 11 to the Financial

Statements.

11. NET FINANCIAL INCOME

In 2015, the net financial income was negative in BRL 38.4 million, against a

profit of BRL 11.1 million in 2014. This result is due to the exchange rate variation on

liabilities in US dollars. The opening of the financial income is presented in detail in the

Explanatory Note 26 to the Financial Statements.


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12. EBITDA

EBITDA reached BRL 212.5 million in 2015, with a margin of 7.8%, compared to

BRL 306.4 million and 9% margin in 2014. The decline in the margin reflects the lower

demand and lighter mix of products intended for the Brazilian market, together with

the increased difficulty to transfer the prices. Furthermore, EBITDA was impacted the

by negative non- cash reported via equity equivalence of the associated company MVC

– Componentes Plásticos Ltda. – and by the expenses and provisions mentioned in

item 9 - "Other Operating Expenses". The table below shows the accounts that make

up the EBITDA:

(Million of BRL) 2015 2014

Profit before taxes and social contributions 127.7 276.4

Financial revenues (449.1) (240.2)

Financial expenses 487.5 229.1

Depreciation/Amortizations 46.4 41.1

EBITDA 212.5 306.4

13. NET INCOME

In 2015, the net income reached BRL 89.1 million, with a net margin of 3.3%.

This result is explained by the factors mentioned in EBITDA and by higher financial

expenses resulting from the exchange variation on liabilities in US dollars.

14. FINANCIAL INDEBTEDNESS

Net financial indebtedness totaled BRL 1,110.6 million on 12.31.2015

(BRL 1,197.3 million on 12.31.2014). From this amount, BRL 700.0 million came from

the financial segment, while the industrial segment presented net liabilities amounting

to BRL 410.6 million.

It is worth noting that the indebtedness of the financial segment originates from

the consolidation of the Banco Moneo´s activities and should be analyzed in separate,

since it has characteristics different from those resulting from the industrial activities

of the Company. The financial liability of Banco Moneo has as counterpart the account

"Customers" in the Bank's Assets. The credit risk is properly provisioned. Since it is

about FINAME transfers, each disbursement by BNDES has an exact counterpart in the

receivables account of Banco Moneo´s customers, both regarding term and fixed rate.

See Note 28 to the Financial Statements.

On December 31st, the net financial indebtedness of the industrial segment

represented 1.9x EBITDA for the last 12 months.

15. CASH FLOW

In 2015, operating activities generated resources amounting to BRL 491.2

million. Investment activities required BRL 127.6 million, while financing activities

generated BRL 93.3 million, of which BRL 177.4 million net of funding and repayment

of loans, BRL 86.9 million spent in the payment of dividends and interests on own

capital and BRL 2.8 million related to the balance of treasury shares. As a result, the


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opening cash balance amounting to BRL 642.6 million, adding BRL 31.5 million of

exchange rate variations on cash, increased to BRL 1,131.2 million at the end of the

year. Considering the investments, the cash balance on December 31st, 2015 was BRL

1,365.2 million. The statement of cash flows for the industrial and financial segments is

presented in detail in Note 29 to the Financial Statements.

16. PERFORMANCE OF SUBSIDIARIES AND ASSOCIATED COMPANIES

16.1 Subsidiaries abroad

In 2015, the subsidiaries overseas produced 2,254 units. Such volume

represented 20.4% of the consolidated production of Marcopolo. The highlights of

foreign subsidiaries are described next:

MARCOPOLO CHINA (MAC) – Located in Jiangyin, Marcopolo China counts on a

sourcing area, a production of parts, components and disassembled bus bodies areas,

as well as of bus production in PKD for export. MAC has a strategic importance for

integrating Marcopolo brand in Asia and Oceania, and already has a relationship with

customers based in Malaysia, Myanmar, Hong Kong, Russia, Pakistan, Australia, among

others.

MARCOPOLO SOUTH AFRICA (MASA) – In 2015, MASA, located in Johannesburg,

produced 334 units, a 3.7% growth compared to 2014. MASA´s estimated production

for 2016, both for the market in South Africa and for export to other African countries,

is in line with what was achieved in 2015.

POLOMEX – Located in Monterrey, Mexico, Polomex produced 1,492 units in 2015.

Although there is no expectation of growth in the bus market for 2016, the Company

expects to gain market share, especially in the segment of intercity, both through a

continued partnership with Mercedes, but also by new opportunities to assembly with

other chassis brands.

VOLGREN – Headquartered in Melbourne - Australia, Volgren produced 428 units in

2015, in line with the budget projected for the year. The Company recorded an

improved operating efficiency around 30.0% over the previous year, due to the

implementation of the Transformation Program in place since 2014. For 2016, Volgren

remains engaged in improving results and reducing fixed costs. It is expected a market

slightly higher than in 2015, and that the Company keeps its leadership in the

Australian market with a share of approximately 40.0%.


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16.2 Associated abroad

GB POLO – A joint venture of Marcopolo in Egypt, located in the city of Suez, produced

1,190 units in 2015. Still, the Company's operating income remains below

expectations. In mid-2015, Marcopolo took over the management of the joint venture

and since then it has been implementing a restructuring of the company, focusing on

increasing efficiency and reducing fixed costs. In 2016, GB Polo won two bids for the

cities of Cairo (150 units) and Alexandria (90 units). Through its presence in Egypt, it is

making feasible selling PKD products exported from Brazil.

METALPAR/METALSUR – Total production of Metalpar and Metalsur, located in

Argentina, totaled 1,886 units in 2015. The urban segment, serviced by Metalpar,

benefited from the new rules of use of air-conditioned buses in Buenos Aires province,

which boosted the renewal of the fleet with vehicles with higher added value. The

limitation of bus imports in Argentina, in force until December 2015 also benefited

Metalsur performance. The expectation is positive for 2016, and both companies are

with good volumes in their portfolio of orders. Metalsur will launch a new Double

Decker model in 2016.

NEW FLYER (NFI) – New Flyer Industries Inc., a company in which Marcopolo has

equity interest of 19.97%, is the major urban bus manufacturer in the United States

and Canada. Headquartered in Winnipeg, Canada, the company is a technology leader

and offers the widest range of products, including vehicles powered by clean diesel,

natural gas, diesel-electric hybrids and electric. In December 2015, New Flyer acquired

Motor Coach Industries International - MCI, the biggest US producer of intercity buses,

for US$ 455.0 million. With this acquisition, New flyer, which was already a market

leader in the urban segment, also becomes leader in the coach segment in the United

States and Canada.

SUPERPOLO – Located in Colombia, Superpolo produced 1,542 units in 2015. In 2016,

Superpolo launched the new Senior model, which will enable the expansion of the

share in the micro segment. Superpolo is also seeking to enlarge its presence in the

export market, especially to the Andean Community countries.

TATA MARCOPOLO MOTORS (TMML) – In 2015, the consolidated production of TMML

reached 11,655 units. For 2016, TMML focus will be on improving performance and,

consequently, its operating income. With the launching of Audace model, TMML will

seek to gain market share in the MCV segment - medium commercial vehicles.

16.3 Banco Moneo

The activities of Banco Moneo S.A. started in July 2005 with the purpose of

financing Marcopolo products. The Bank is authorized to operate in investment

portfolios, leasing and credit, financing and investment. In 2015, the bank profit

amounted to BRL 18.8 million. Credit operations and guarantees totaled, on 12.


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31.2015, BRL 925.9 million, against BRL 932.8 million on 12.31.2014. The Bank kept its

policy of prioritizing the quality of its credit portfolio, through a rigorous appraisal and

credit approval system.

17. CORPORATE GOVERNANCE

Marcopolo seeks to adopt the best Corporate Governance practices, following

the principles of transparency, fairness, accountability (accountability) and corporate

responsibility. The shares have been listed on Level 2 of Corporate Governance of

BM&FBovespa since 2002. The Company is subject to arbitration by the Market

Arbitration Chamber, pursuant to the Commitment Clause included in its Bylaws.

The management of Marcopolo is formalized based on the distinction between

the roles and responsibilities of the Board of Directors, of the Executive Committee

and Executive Board. The Board of Directors is made up by seven members, four of

whom are external and independent, one elected by minority shareholders, one by the

holders of preferred shares and two others by the controlling shareholders. The

Chairman of the Board of Directors does not participate in the Executive Board. The

Board of Directors counts, on a permanent basis, with an advisory, statutory technical

committee named Executive Committee, which helps, gives opinions and supports the

business conduction. The responsibilities of each of these bodies are defined in the

Company's Bylaws. Furthermore, to assist, provide feedback and support in conducting

business, the Board of Directors also counts on the following Committees: (i) Audit and

Risks; (ii) Human Resources and Ethics; and (iii) Strategy and Innovation. The jobs of

each of these support committees can be found on the Company's website:

http://ir.marcopolo.com.br in menu Corporate Governance/Internal Bylaws of the

Committees.

The Company also counts on a Statutory Audit Committee, consisting of three

members, being one appointed by minority shareholders, one by the holders of

preferred shares and one by the controlling shareholders. The responsibilities of each

of these bodies are defined in the Company's Bylaws.

The Company provides fair and equal treatment to all minority shareholders,

whether of capital or other stakeholders (stakeholders). In disclosing information, it

uses high standards of transparency, seeking to establish an environment of trust, both

internally and in the company's relationships with third parties. In order to meet legal

requirements and improve the information provided to the market in general and the

foreign shareholders in particular, the Financial Statements are disclosed according to

the standards set by IFRS - International Financial Reporting Standards. In 2015, the

Company held meetings with the Association of Investment Analysts and Professionals

of the Capital Market (APIMEC), in São Paulo and Porto Alegre, as well as non-deal

road shows in Brazil and abroad. Marcopolo's relationship with its shareholders and

potential investors is handled by the Investor Relations area. In 2015, analysts from the

country and from abroad were received and several telephone contacts were made.

The website of the Investor Relations area of Marcopolo (http://ir.marcopolo.com.br)

has updated content to meet the requirements of the investors.


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18. COMPLIANCE PRACTICES

In 2014, Marcopolo, in addition to good governance practices and risk

management, also implemented the compliance area, the structure of which includes:

an Advisory Committee made up by the statutory directors, by the chairman of the

Board of Directors and by the legal manager; one Compliance Officer, one compliance

analyst, and internal agents. The Company reviewed its Code of Conduct to include

provisions related to integrity, trained all employees and representatives, improved

internal and external channels for communication and complaints, created an integrity

policy, and started to include compliance clauses in all agreements executed by the

company, and performs due-diligence of integrity regarding partners and third parties,

among other practices. Furthermore, the compliance team has participated in external

training and benchmarking events.

19. INDEPENDENT AUDITORS

19.1 Change of Independent Auditors

In 2012, the Company has changed its auditors, hiring KPMG Independent

Auditors, based in Porto Alegre, RS, at Avenida Borges de Medeiros, 2233, 8th floor,

replacing PricewaterhouseCoopers - Independent Auditors.

19.2 CVM (Securities and Exchange Commission) Instruction 381/03

In compliance with CVM Instruction 381/03, items I to IV of Article 2, Marcopolo

informs that the provider of external audit services to the Company did not perform

other services unrelated to the audit that represented over 5% of audit fees for the

year 2015.

20. CAPITAL MARKET

20.1 Capital Stock

The capital stock of the Company amounts to BRL 1.2 billion, split into

896,900,084 shares, being 341.625.744 common shares (38.1%) and 555,274,340

preferred shares (61.9%), all of them registered shares without par value.

20.2 Performance of Marcopolo's Shares in BM&FBovespa

In 2015, 1,407,200 transactions with Marcopolo's shares were made, and

1,065.8 million shares were traded. Negotiations with Marcopolo´s shares had a

volume of BRL 2.5 billion in the year. The participation of foreign investors in the

Marcopolo´s capital stock amounted, on 12.31.2015, to 58.9% of preferred shares and

39.8% of the total capital stock.

The following table shows the evolution of the main indicators related to the

capital market:


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INDICATORS 2015 2014

Number of transactions (thousands) 1,407.2 1,578.2

Shares Traded (million) 1,065.8 918.2

Negotiated amounts (BRL million) 2,497.8 3,923.5

Market value (BRL million) (1) (2)

1,659.3 2,963.0

Book value per share (BRL) 2.04 1.83

POMO4 quotation (last business day) 1.85 3.33

Interests on Own Capital and Dividends per share (BRL/share) 0.048 0.110

Notes: (1) Quotation of the last transaction in the period of the Preferred Book Entry Share (PE), multiplied by the total number of shares (OE + PE) in the same period. (2) From this total, 5,923,969 preferred shares were held in treasury on 12.31.2015.

21. DIVIDENDS/ INTERESTS ON NET EQUITY

At a meeting of the Board of Directors held on February 23rd, 2015, the payment

of interests on net equity (JCP) was approved, for the first, second and third quarters

of 2015, totaling BRL 0.0243 per share. Due to the current Brazilian economic and

political instability, the retraction of the bus market in the country, as well as the

priority to keep the Company's cash flow, the Board of Directors of Marcopolo, in

meetings held on September 18th and November 3rd, 2015, decided to cancel the credit

and payment of interests on net equity (JCP) on the 2015 3rd stage, and the payment

of interests on net equity related to the 2015 4th stage. Finally, due to the continuing

adverse scenario, the Board of Directors decided, in a meeting held on February 19th,

2016, not to distribute the complementary dividends for the year 2015, as well as

suspend the payment program for interests on net equity in 2016.

The total amount distributed under the heading of interest on own capital

related to the first and second stage of 2015 totaled BRL 43.3 million, equivalent to

49.8% of the adjusted net income of the Company and representing a yield (dividend

per share/share price at the end for the year) of 2.6%.

22. INVESTMENTS/FIXED ASSETS

In 2015, Marcopolo invested BRL 156.2 million, of which BRL 20.9 million were

spent at the parent company and invested in: BRL 11.3 million in machinery and

equipment; BRL 2.3 million in buildings and improvements; BRL 2.7 million in computer

equipment and software, and BRL 4.6 million in other fixed assets. In controlled

companies BRL 124.3 million were invested in Volare Espírito Santo; BRL 4.3 million in

Marcopolo Rio; BRL 1.1 million in Polomex; BRL 1.5 million in Volgren and BRL 4.1

million in other units. The net balance of investments in subsidiaries, minus BRL 28.6

million received as dividends, was BRL 127.6 million.

23. SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

With the continuous pursuit of best practices, Marcopolo aims at the economic

development while improving the quality of life of its employees and their families and

the society as a whole. Marcopolo´s System of Solidarity Production (SIMPS) promotes

industrial development for growth, market leadership, productivity, quality,


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improvement of the working environment and profitability of products and services.

The system provides conditions to continuously improve the quality of its products,

processes and services, controlling dangers to the environment and to the health and

safety of its employees, eliminating waste wherever it is occurring, and keeping a fully

integrated chain. Marcopolo remains certified by international management standards

ISO 14001 - Environment, ISO 9001 - Quality and OHSAS 18001 - Health and Safety.

23.1 Social Responsibility

Marcopolo and its employees develop social responsibility under the

coordination of the Marcopolo´s Foundation. Among the projects intended to the

community, there is the Schools Project, which aims to contribute to the development

of the educational environment, of the school community relations and formation for

citizenship. The Schools Project provides opportunities for several activities in a shift

different than the school one, such as music education, choir, orchestra, recycling

workshop and others. Marcopolo Foundation also makes monthly contributions to

community institutions that work with health and education.

Marcopolo, Banco Moneo and Marcopolo Rio use tax incentives in favor of

children and adolescents in the communities where the companies are present. The

allocation of 1.0% of income tax to the Municipal Fund for the Rights of Children and

Adolescents in the cities of Caxias do Sul (RS) and Duque de Caxias (RJ), generates

benefits for professional qualification projects for around 1,500 young people under

social and personal risk. Marcopolo Foundation also encourages and facilitates,

through the "Allocate You, Too" Project , the allocation of 6.0% through the Income

Tax due by Individuals of its employees for such Municipal Funds.

Through Rouanet Law, it supports projects that stimulate the cognitive

development of about two thousand children and adolescents. The sport is also

supported by the Sports Incentive Law, benefiting around one thousand children and

adolescents. At Caxias do Sul unit, through the Municipal Cultural Incentive Law (LIC),

reading is stimulated in all public schools of the municipality. Health Incentive Laws

(PRONON and PRONAS) are also used, benefiting especially the General Hospital and

APAE Caxias do Sul.

23.2 Employees´ Satisfaction

The satisfaction of the company's employees is measured by the Internal

Organizational Environment Survey, which takes place every two years. The last survey

was conducted in 2014, and the average satisfaction was 66.0% for Caxias do Sul units,

and 74.0% for Rio de Janeiro. The action plan was formatted based on suggestions

originated from groups with employees and is in course. The company also provides

internal and external ombudsman channels so that employees can post comments,

criticisms, ideas and suggestions on the various issues involving their work, besides a

ViaPolo communication network, which includes polls on the Intranet about specific

topics. The ombudsman channels include matters relating to the Code of Conduct

guidelines and rules of Compliance, with specific segregation to complaints.


17

23.3 Education and Training

Aligned to organizational strategies and the pursuit of professional growth,

Marcopolo invests in the continuous qualification of its employees. Based on this

premise, in 2015, courses were offered focusing on quality, productivity and process

improvement, which resulted in an average of 70.54 hours per employee.

At Ana Rech Unit, Marcopolo counts on a Training Center, which is reference in

the qualification and professional development of its employees. Leveraging this

infrastructure, training to customers is also offered, in addition to those carried out in

workshops and representations closer to its location. The year 2015 totaled 1,264

participants in the domestic market and 435 participants in the foreign market.

Marcopolo School of Professional Training (EFPM) kept its industrial training

courses for young people in a partnership with SENAI, with the University of Caxias do

Sul and the Social Assistance Foundation (FAS). EFPM has as one of its main purposes,

the preparation of young people for entry into the working market by means of a first

paid job and access to the company´s career plan.

The Leadership School focused on the development of skills for managing teams,

interpersonal relationships, and feedback to improve the performance of employees.

The company also kept its Program for the Promotion of Education granting

scholarships to high school, technical, undergraduate and graduation courses, as well

as foreign languages.

23.4 Quality of Life

The quality of life programs for employees and their families are coordinated by

Marcopolo Foundation, including educational, leisure, cultural and sports activities.

Ana Rech and Planalto units, in Caxias do Sul (RS), and Marcopolo Rio, in Rio de Janeiro

(RJ), count on own structure for use by employees and their families.

23.5 Environment

The commitment of the company with its programs addressing environmental

issues is an ongoing commitment. Marcopolo is continually investing in new

technologies to minimize and control the environmental impacts of its activities. In

2015, the Company received the certificate Cleaner Energy Profile for not emitting

greenhouse gases (1,552 tons of CO2 in 2014), due to the purchase of renewable

energy in the Free Market.

23.6 Compensation

The compensation of employees is made up by a fixed portion, bound to the

skills and abilities, and a variable component, resulting from achievement of the goals

of Profit Participation Program. Salary surveys are carried out periodically, which allow

assessing if the amounts paid to employees are within the regional standards, allowing

the company to preserve its competitiveness in the labor market.


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23.7 Stock Purchase Option

The Regulations of the Stock Purchase or Share Subscription Plan was approved

by shareholders at the Extraordinary General Meeting, held on December 22nd, 2005,

as amended by the AGO/E (General Shareholders´ Meeting/Extraordinary of March

23rd, 2006 and by the Board of Directors in meetings held in 2006, 2007, 2011, 2012

and 2013. The plan, whose participants are the officers of the Company and its

subsidiaries (excluding the majority officers), has as main objectives: (i) align the

interests of participants with those of shareholders; (ii) make the participants commit

themselves with short, medium and long term results of the company; (iii) encourage

and stimulate a sense of ownership; and (iv) attract and retain talents. The Plan is

monitored by HR and Ethics Committee and approved by the Board of Directors.

The company also has a Long Term Incentive Plan with Restricted Shares,

proposed by the Board of Directors on February 12nd, 2015 and approved by the

General Meeting on March 26th, 2015. The plan aims to make up the compensation

package of the company's main officers, remain competitive in the market, attract and

retain the best professionals, as well as align the interests of officers and shareholders.

24. COMPENSATION OF MANAGERS

The fixed compensation of the overall annual amount is established by the

General Meeting and distributed among the directors by the Board of Directors. The

highest individual annual compensation of the Board of Directors/Executive

Committee totaled BRL 3,609.0 thousand in 2015, the average compensation was

BRL 1,107.3 thousand and the lowest was BRL 377.0 thousand. For the statutory

board, the highest individual annual compensation was BRL 1,914.6 thousand in 2015,

the average compensation was BRL 2,268.8 thousand and the lowest was BRL 1,846.5

thousand. The average compensation of the statutory board was higher than the

highest pay because, according to CVM guidelines, the average amount included the

compensation of all directors, including those who have held their positions for less

than twelve months and have already left the Company and who, in this case, received

a compensation higher than the other members of the board. For the Statutory Audit

Committee, the highest individual annual compensation was BRL 215.8 thousand in

2015, the average compensation was BRL 186.3 thousand and the lowest was BRL

171.6 thousand.

25. PERSONNEL

NUMBER OF EMPLOYEES 2015 2014 2013 2012 2011

Parent Company 6,236 7,883 8,158 8,204 8,719

Subsidiaries in Brazil 1,369 2,776 2,554 2,617 3,001

Subsidiaries Abroad 1,666 1,889 2,105 1,680 1,052

Associated Companies 3,200 4,270 5,699 3,834 4,451

TOTAL (1)

12,471 16,818 18,516 16,335 17,223

GRAND TOTAL (2)

16,125 21,435 21,002 20,508 21,993 Notes: (1) I Includes employees of subsidiaries/associated companies pro rata their equity (2) Refers to the total interest in

subsidiaries/associated companies.


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26. PROSPECTS FOR 2016

The year 2016 starts still affected by political and economic instability in Brazil,

bringing direct consequences for the capital goods industry. As already mentioned in

item 4 herein, Marcopolo remains engaged in the adoption of three task forces to

accelerate critical activities that help the company to overcome the difficulties of an

internal market still stagnant at a level below the historical one. Actions include

strengthening the presence in the export markets and expansion of the customer

portfolio, measures to reduce expenses and indirect costs, and increase operating

efficiency through the adoption of LEAN concepts, as well as improving working capital

by reducing inventories and receivables.

Besides that, the Company has been adopting, since the beginning of 2015, all

possible legal measures to mitigate the impact of lower demand in the workforce, as

selective vacation, collective holidays, long holidays with offset of hours and flexible

working hours. In January this year, Marcopolo adopted selective vacation at Ana Rech

unit, in Caxias do Sul, keeping only the urban vehicle production line in operation. At

Marcopolo Rio, located in Duque de Caxias/RJ, the temporary suspension of

employment agreements for professional qualification, lay-off was approved by the

employees in November 2015 and implemented from January on for an anticipated

five month-period. This measure may be canceled in advance if circumstances allow

resuming the production volume. Employees defined by the Company had their

employment agreements stayed and are participating in courses or programs of

professional qualification.

Although the orders for the domestic market remain below the normal level, the

municipal elections in October, the Olympic Games in Rio de Janeiro, the transfer of

bus fares in some major Brazilian cities and the definition of financing rules of National

Bank for the Economic and Social Development (BNDES) via FINAME TJLP (Long Term

Interest Rate) may boost the resumption of order throughout the year.

Exports from Brazil are still hot, driven mainly by a more competitive exchange

rate. The Company actions aiming at new markets and the expansion of the customer

portfolio abroad have already reflected on the business closed and on those in course,

allowing envisioning a more favorable year for exports in 2016. The internal goal for

2016 is to exceed, at least, 30.0% of revenues in dollars from exports in comparison to

2015.

Regarding financing, BNDES published, in late December, the new financing

system for capital goods. From February 2016 on, FINAME TJLP came into force

replacing FINAME PSI. With this new system, micro, small and medium companies will

be able to finance up to 80.0% of the good at the cost of TJLP plus 1.6% per annum,

plus the spread of the transfer bank. Large companies may also finance up to 80.0%,

and of those, 70.0% via TJLP plus 2.0% per year and 30.0% based on Selic rate, plus

2.48% per year, plus the transfer bank spread. Also, Caixa Econômica Federal, together

with the Ministry of Cities, using FGTS funds (Government Severance Plan for

Employees), made available a credit line for Pro-transportation for the financing of


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urban mobility projects and acquisition of buses, with a more competitive rate of 9.0%

per year, plus TR (Reference Rate).

Regarding the units controlled by Marcopolo overseas, the Company expects a

better year in Australia, where the transformation program is showing an

improvement in operating efficiency, and in Mexico, where there is an expectation of

gaining market share through a continuous partnership with Mercedes and also by the

new opportunities to use the bus bodies with other chassis brands.

Despite the difficulties arising from the Brazilian political and economic

climate, the Company continues to believe in the need for investment in urban

mobility systems and in the renewal of the Brazilian bus fleet. It also believes that the

decline in demand in 2015 and in the beginning of 2016 represents a barrier to orders,

which shall be reversed into new business as soon as the economic and political

conditions in the country allow.

27. ACKNOWLEDGEMENTS

Marcopolo wishes to express its gratitude to customers, suppliers,

representatives, shareholders, financial institutions, government agencies, the

community and, in particular, employees for the effort, dedication and commitment to

overcome this time of great challenges.

The Management.


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EXHIBIT:

Marcopolo S.A. (BM&FBOVESPA: POMO3; POMO4), seeking transparency in

the disclosure of the results, presents for comparison in this Exhibit, the main

operational indicators based on the standard prior to adoption of IFRS 10 and 11.

UNITS REGISTERED IN NET REVENUES

OPERATIONS 2015 2014 Var. %

BRAZIL:

- Domestic Market 7,876 15,108 (47.9)

- Foreign Market 2,046 2,075 (1.4)

SUBTOTAL 9,922 17,183 (42.3)

Eliminations KD’s exported (1) 134 311 (56.9)

TOTAL IN BRAZIL 9,788 16,872 (42.0)

ABROAD:

- South Africa 343 359 (4.5)

- Argentina – Metalpar (50%) 894 691 29.4

- Argentina – Metalsur (25%) 37 27 37.0

- Australia 428 435 (1.6)

- Colombia (50%) 769 982 (21.7)

- Egypt (49%) 583 383 52.2

- India (49%) (2) 5,624 5,346 5.2

- Mexico 1,492 1,619 (7.8)

TOTAL ABROAD 10,170 9,842 3.3

GRAND TOTAL 19,958 26,714 (25.3)

Notes: (1) KD (Knock Down) = Partially or totally disassembled bodies; (2) In India, the units produced at the factory in Lucknow are

summed.


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MARCOPOLO – CONSOLIDATED WORLDWIDE PRODUCTION

OPERATIONS (in units) 2015 2014 Var.%

BRAZIL: (1)

- Domestic Market 7,802 14,862 (47.5)

- Foreign Market 2,065 2,123 (2.7)

SUBTOTAL 9,867 16,985 (41.9)

Eliminations KD’s exported (2) 168 336 (50.0)

TOTAL IN BRAZIL 9,699 16,649 (41.7)

ABROAD:

- South Africa 334 322 3,7

- Argentina – Metalpar (50%) 869 637 36,4

- Argentina – Metalsur (25%) 37 28 32,1

- Australia 428 435 (1.6)

- Colombia (50%) 771 992 (22.3)

- Egypt (49%) 583 379 53.8

- India (49%) (3) 5,711 5,346 66.8

- Mexico 1,492 1,619 (7.8)

TOTAL ABROAD 10,225 9,758 4,8

GRAND TOTAL 19,924 26,407 (24.5)

Notes: (1) Includes production of Volare model, as well as the production of Marcopolo Rio (2,552 units in 2015 and 4,940 units

in 2014) and proportional share in the production of San Marino/Neobus (881 units in 2015 and 1,312 units in 2014); (2) KD (Knock Down) = Bodies partially or totally disassembled; (3) In India, the units produced at the factory in Lucknow

are summed.

MARCOPOLO – PRODUCTION IN BRAZIL

PRODUCTS (in units)

2015 2014

DM FM (1)

TOTAL DM FM (1)

TOTAL

Intercity 2,134 1,177 3,311 3,432 1,290 4,722

Urban 3,372 400 3,772 5,993 406 6,399

Micro 694 234 928 1,201 251 1,452

SUBTOTAL 6,200 1,811 8,011 10,626 1,947 12,573

Volares (2)

1,602 254 1,856 4,236 176 4,412


Notes: (1) The total FM production includes the exported KD units (partially or fully knocked down bodies); (2) The Volare production is not part of the SIMEFRE and FABUS figures or the sector production.

Documents

Caxias do Sul, February 19th, 2016. - Marcopolo S.A.ri.marcopolo.com.br/enu/2828/Management_Report_2015.pdf · CONSOLIDATED INFORMATION Caxias do Sul, February 19th, 2016. 5 compared