United States securities and exchange commission logo
December 4, 2023
Ricardo Lewin
Chief Financial Officer
Cosan S.A.
Av. Brigadeiro Faria Lima, 4,100 16th floor
S o Paulo SP, 04538-132, Brazil
Re: Cosan S.A.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Form 6-K Furnished
on August 15, 2023
File No. 1-40155
Dear Ricardo Lewin:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Note 4. Segment Information, page F-31
1. We note your
presentation of Gross sales (Domestic market and External market) for your
various segments and on
a consolidated basis on pages F-32 through F-34. Please tell us
how your presentation
complies with IFRS. Also, please tell us the nature of the
adjustments you record
to Gross sales to arrive at Net sales as presented on the face of
your financial
statements. Refer to IFRS 8 and 15.
Note 5.1. Net Debt, page F-42
2. We note your disclosure
that net debt is a non-GAAP financial measure and is not a
measure in accordance
with the IFRS and should not be considered as a substitute for
measures of debt
determined in accordance with the IFRS and the Brazilian accounting
standards. As such,
please tell us your consideration of the guidance in Item
10(e)(1)(ii)(C) of
Regulation S-K related to presenting non-GAAP financial measures on
the face of the
financial statements prepared in accordance with GAAP or in the
accompanying notes.
Also, refer to General Instruction C.(e) of Form 20-F.
Ricardo Lewin
FirstName
Cosan S.A.LastNameRicardo Lewin
Comapany4,
December NameCosan
2023 S.A.
December
Page 2 4, 2023 Page 2
FirstName LastName
Note 8. Investments, page F-76
3. Please tell us your consideration of making the disclosures in
paragraph 7(a) of IFRS 12
related to how you control the subsidiaries listed in the table on
page F-77 where you have
less than a majority stake in the subsidiaries. We note your
disclosure in the second
paragraph of page F-90 which appears to apply to the following
subsidiaries:
Tellus Brasil Participa es S.A.,
Janus Brasil Participa es S.A.,
Duguetiapar Empreendimentos e Participa es S.A., and
Gamiovapar Empreendimentos e Participa es S.A.
Form 6-K Furnished on August 15, 2023
Earnings Release, page 2
4. We note your presentation of Cosan pro forma measures which considers
the
consolidation of 50 percent of the results of operations of your
equity method investment
in Raizen S.A. and 100 percent of other operations and pro forma
investments accounted
for on a cash basis and excluding M&A. Please tell us your
consideration of the guidance
in Questions 100.01 and 100.04 of the Non-GAAP Financial Measures
Compliance and
Disclosure Interpretations since the recognition and measurement
principles used to
calculate these measures are inconsistent with IFRS.
Reconciliation of Adjustments - EBITDA and Net Income, page 17
5. Please tell us your consideration of beginning your reconciliations of
Adjusted EBITDA
with Net (loss) income per Cosan Consolidated which is the most
directly comparable
IFRS measure. Refer to Item 100(a)(2) of Regulation G.
6. Please explain in detail to us each adjustment to arrive at Adjusted
EBITDA and Adjusted
Net Income. Explain why the adjustments do not result in a non-IFRS
measure that could
be considered misleading. Refer to Questions 100.01 and 100.04 of the
Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Ricardo Lewin
Cosan S.A.
December 4, 2023
Page 3
Please contact Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameRicardo Lewin Sincerely,
Comapany NameCosan S.A.
Division of Corporation
Finance
December 4, 2023 Page 3 Office of Trade &
Services
FirstName LastName