Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____.
Registration Form – 2013 – CPFL ENERGIA S.A.
Version: 3
Summary
Registration data
General information
02
Address
04
Marketable securities
05
Auditor
06
Share registrar
07
Investor Relations Officer or equivalent
08
Shareholders’ Department
09
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
1 - General information
Company Name: CPFL ENERGIA S.A.
Initial Company name: 08/06/2002
Type of participant: Publicly quoted corporation
Previous
company name: Draft II Participações S.A
Date of Incorporation: 03/20/1998
CNPJ (Federal Tax ID): 02.429.144/0001-93
CVM CODE: 1866-0
Registration
Date CVM: 05/18/2000
State of CVM
Registration: Active
Starting date
of situation: 05/18/2000
Country: Brazil
Country in which the
marketable securities
are held in custody: Brazil
Foreign countries in
which the marketable
securities are accepted
for trading
Country Date of admission
United States 09/29/2004
Sector of activity: Holding (Electric Energy)
Description of activity: Holdings
Issuer’s Category: Category A
Registration Date
on actual category: 01/01/2010
Issuer’s Situation: Operational
Starting date
of situation: 05/18/2000
Type of share control: Private Holding
Date of last change of
share control: 11/30/2009
2
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
Date of last change of company year:
Day/Month of
year end: 12/31
Web address: www.cpfl.com.br
Newspapers in which
issuer discloses its information: Name of paper in which issuer discloses its information FU
Diario Oficial do Estado de São Paulo SP
Valor Econômico SP
3
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
2 - ADDRESS
4
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
3 - MARKETABLE SECURITIES
Trading mkt Managing body Start date End Segment Start date End
Bolsa BM&FBOVESPA 09/29/2004 Novo Mercado 9/29/2004
Trading mkt Managing body Start date End Segment Start date End
Organized
Market CETIP 05/18/2000 Traditional 05/19/2000
5
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
4 - AUDITOR INFORMATION
Is there an auditor? Yes
CVM CODE: 385-9
Type of Auditor: Brazilian
INDEPENDENT ACCOUNTANT: Deloitte Touche Tomatsu Auditores Independentes
CNPJ: 49.928.567/0001-11
Service Provision Period: 03/12/2012
PARTNER IN CHARGE Service Provision Period CPF (INDIVIDUAL TAX ID)
Marcelo Magalhães Fernandes 03/12/2012 110.931.498-17
6
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
5 – SHARE REGISTRER
Do you have service provider: Yes
Corporate Name: Banco do Brasil
CNPJ: 00.000.000/0001-91
Service Provision Period: 01/01/2011
Address: Rua Lélio Gama, 105 – 38º floor, Gecin, Centro, Rio de Janeiro, RJ, Brasil, ZIP CODE: 20031-080, Telephone (021) 38083551, FAX: (021) 38086088, e-mail: aescriturais@bb.com.br
7
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
6 – INVESTOR RELATIONS OFFICER
NAME: Gustavo Estrella
Director of Investor Relations
CPF/CNPJ: 037.234.097-09
Address: Rodovia Engenheiro Miguel Noel Nascentes Burnier, 1755, Km 2,5, Parque São Quirino, Campinas, SP, Brasil, CEP 13088-140, Telephone (019) 3756-6083, Fax (019) 3756-6089, e-mail: gustavoestrella@cpfl.com.br.
Start date of activity: 02/27/2013
End date of activity:
8
Registration Form – 2013 – CPFL ENERGIA S.A. | Version: 3 |
7 – SHAREHOLDERS’ DEPARTMENT
Contact Eduardo Atsushi Takeiti
Start date of activity: 12/13/2011
End date of activity:
Address: Rodovia Engenheiro Miguel Noel Nascentes Burnier, 1755, Km 2,5, Parque São Quirino, Campinas, SP, Brasil, CEP 13088-140, Telephone (019) 3756-6083, Fax (019) 3756-6089, e-mail: eduardot@cpfl.com.br
9
(Free Translation of the original in Portuguese)
QUARTERLY INFORMATION – ITR – Date: June 30, 2013 - CPFL Energia S. A
Table of Contents
Identification of Company | |
Capital Stock |
11 |
Cash dividend |
11 |
Parent Company Financial Statements |
|
Balance Sheet Assets |
12 |
Balance Sheet Liabilities |
13 |
Income Statement |
14 |
Statement of Comprehensive Income |
15 |
Cash Flow Statements |
16 |
Statement of Changes in Shareholders´ Equity |
|
01/01/2013 to 06/30/2013 |
17 |
01/01/2012 to 06/30/2012 |
18 |
Statements of Added Value |
19 |
Consolidated Financial Statements |
|
Balance Sheet Assets |
20 |
Balance Sheet Liabilities |
21 |
Income Statement |
22 |
Statement of Comprehensive Income |
23 |
Cash Flow Statements |
24 |
Statement of Changes in Shareholders’ Equity |
|
01/01/2013 to 06/30/2013 |
25 |
01/01/2012 to 06/30/2012 |
26 |
Statements of Added Value |
27 |
Comments on Performance |
28 |
Notes to Interim Financial Statements |
38 |
Other relevant information |
110 |
Reports |
|
Independent Auditors’ Report Unqualified |
115 |
Identification of Company / Capital Stock
Number of Shares (in units) |
Closing date 06/30/2013 |
Paid in Capital | |
Common |
962,274,260 |
Preferred |
0 |
Total |
962,274,260 |
Treasury Stock | |
Common |
0 |
Preferred |
0 |
Total |
0 |
Identification of Company/ Cash dividend
Event |
Approval |
Type |
Beginning of Payment |
Type of Share |
Class of share |
Amount per Share (Reais/share) |
|
|
|
|
|
|
|
AGM |
04/19/2013 |
Dividend |
04/30/13 |
ON (Common shares) |
|
0.47378 |
Board of Directors meeting |
08/14/2013 |
Dividend |
|
ON (Common shares) |
|
0.40389 |
11
PARENT COMPANY INTERIM FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS |
| ||
(in thousands of Brazilian reais – R$) |
|
| |
Code |
Description |
Current Quarter |
Previous Year |
1 |
Total assets |
8,418,239 |
6,767,769 |
1.01 |
Current assets |
2,393,722 |
574,911 |
1.01.01 |
Cash and cash equivalents |
1,650,873 |
141,835 |
1.01.02 |
Financial Investments |
- |
3,939 |
1.01.02.02 |
Financial Investments at amortized cost |
- |
3,939 |
1.01.02.02.01 |
Held to maturity |
- |
3,939 |
1.01.06 |
Recoverable taxes |
37,983 |
25,311 |
1.01.06.01 |
Current Recoverable taxes |
37,983 |
25,311 |
1.01.08 |
Other current assets |
704,866 |
403,826 |
1.01.08.03 |
Others |
704,866 |
403,826 |
1.01.08.03.01 |
Other Credits |
2,843 |
1,813 |
1.01.08.03.02 |
Dividends and interest on shareholders’ equity |
701,788 |
401,473 |
1.01.08.03.03 |
Derivative |
235 |
540 |
1.02 |
Noncurrent assets |
6,024,517 |
6,192,858 |
1.02.01 |
Noncurrent assets |
201,846 |
203,481 |
1.02.01.06 |
Deferred taxes |
172,610 |
177,411 |
1.02.01.06.02 |
Deferred taxes credits |
172,610 |
177,411 |
1.02.01.09 |
Other noncurrent assets |
29,236 |
26,070 |
1.02.01.09.03 |
Escrow deposits |
12,919 |
12,579 |
1.02.01.09.05 |
Other credits |
15,246 |
13,365 |
1.02.01.09.06 |
Derivatives |
16 |
71 |
1.02.01.09.07 |
Advance for future capital increase |
1,055 |
55 |
1.02.02 |
Investments |
5,821,670 |
5,988,616 |
1.02.02.01 |
Permanent equity interests |
5,821,670 |
5,988,616 |
1.02.02.01.02 |
Investments in subsidiares |
5,821,670 |
5,988,616 |
1.02.03 |
Property, plant and equipment |
949 |
687 |
1.02.04 |
Intangible assets |
52 |
74 |
12
PARENT COMPANY INTERIM FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES | |||
(in thousands of Brazilian reais – R$) | |||
|
|
||
Code |
Description |
Current Quarter |
Previous Year |
2 |
Total liabilities |
8,418,239 |
6,767,769 |
2.01 |
Current liabilities |
223,114 |
195,159 |
2.01.01 |
Social and Labor Obligations |
80 |
28 |
2.01.01.02 |
Labor Obligations |
80 |
28 |
2.01.01.02.01 |
Estimated Labor Obligation |
80 |
28 |
2.01.02 |
Suppliers |
742 |
1,283 |
2.01.02.01 |
National Suppliers |
742 |
1,283 |
2.01.03 |
Tax Obligations |
19,318 |
453 |
2.01.03.01 |
Federal Tax Obligations |
19,318 |
453 |
2.01.03.01.02 |
Others |
19,318 |
453 |
2.01.04 |
Loans and financing |
167,224 |
157,082 |
2.01.04.02 |
Debentures |
167,224 |
157,082 |
2.01.04.02.01 |
Accrued Interest on debentures |
17,224 |
7,082 |
2.01.04.02.02 |
Debentures |
150,000 |
150,000 |
2.01.05 |
Other Current liabilities |
35,750 |
36,313 |
2.01.05.02 |
Others |
35,750 |
36,313 |
2.01.05.02.01 |
Dividends and interest on shareholders´ equity |
16,601 |
16,856 |
2.01.05.02.05 |
Other payable |
19,149 |
19,457 |
2.02 |
Noncurrent liabilities |
1,480,505 |
191,882 |
2.02.01 |
Loans and financing |
1,437,174 |
150,000 |
2.02.01.02 |
Debentures |
1,437,174 |
150,000 |
2.02.02 |
Other Noncurrent liabilities |
30,288 |
29,358 |
2.02.02.02 |
Others |
30,288 |
29,358 |
2.02.02.02.04 |
Other payable |
30,288 |
29,358 |
2.02.04 |
Provisons |
13,043 |
12,524 |
2.02.04.01 |
Provision for tax, civil and labor risks |
13,043 |
12,524 |
2.02.04.01.01 |
Tax Provisions |
13,043 |
12,524 |
2.03 |
Shareholders’ equity |
6,714,620 |
6,380,728 |
2.03.01 |
Capital |
4,793,424 |
4,793,424 |
2.03.02 |
Capital reserves |
228,322 |
228,322 |
2.03.04 |
Profit reserves |
819,218 |
1,339,286 |
2.03.04.01 |
Legal reserves |
556,482 |
556,481 |
2.03.04.02 |
Statutory reserve - financial asset of concession |
262,736 |
- |
2.03.04.08 |
Additional dividend proposed |
- |
455,906 |
2.03.04.10 |
Earnings retained for investment |
- |
326,899 |
2.03.05 |
Retained earnings |
363,049 |
- |
2.03.08 |
Other Comprehensive Income |
510,607 |
19,696 |
2.03.08.01 |
Accumulated Comprehensive Income |
510,607 |
19,696 |
13
PARENT COMPANY FINANCIAL STATEMENTS - INCOME STATEMENT | |||||
(in thousands of Brazilian reais – R$) | |||||
|
|
|
|
| |
Code |
Description |
Current Year - Second Quarter |
YTD Current Year |
Previous year - Second Quarter |
YTD Previous Year |
04/01/2013 to 06/30/2013 |
01/01/2013 to 06/30/2013 |
04/01/2012 to 06/30/2012 |
01/01/2012 to 06/30/2012 | ||
3.01 |
Net Operating revenues |
20 |
50 |
21 |
22 |
3.03 |
Gross Operating income |
20 |
50 |
21 |
22 |
3.04 |
Gross Operating income (expense) |
(94,710) |
312,223 |
282,331 |
678,275 |
3.04.02 |
General and administrative |
(5,949) |
(10,860) |
(5,762) |
(11,827) |
3.04.05 |
Other operating expenses |
- |
- |
(32) |
(31) |
3.04.06 |
Equity income |
(88,761) |
323,083 |
288,125 |
690,133 |
3.05 |
Income before financial income and taxes |
(94,690) |
312,273 |
282,352 |
678,297 |
3.06 |
Financial income / expense |
(8,938) |
(10,582) |
(10,999) |
(6,459) |
3.06.01 |
Financial income |
(1,041) |
2,823 |
(938) |
15,476 |
3.06.02 |
Financial expense |
(7,897) |
(13,405) |
(10,061) |
(21,935) |
3.07 |
Income before taxes |
(103,628) |
301,691 |
271,353 |
671,838 |
3.08 |
Income tax and social contribution |
(17,283) |
(17,015) |
(29,784) |
(29,954) |
3.08.01 |
Current |
(12,215) |
(12,214) |
(20,991) |
(20,991) |
3.08.02 |
Deferred |
(5,068) |
(4,801) |
(8,793) |
(8,963) |
3.09 |
Net income/(loss) from continuing operations |
(120,911) |
284,676 |
241,569 |
641,884 |
3.11 |
Net income/(loss) |
(120,911) |
284,676 |
241,569 |
641,884 |
3.99.01 |
Net income/(loss) per share - Basic |
- |
- |
- |
- |
3.99.01.01 |
ON |
0.13 |
0.30 |
0.25 |
0.67 |
3.99.02 |
Net income/(loss) per share - Diluted |
- |
- |
- |
- |
3.99.02.01 |
ON |
0.13 |
0.29 |
0.25 |
0.66 |
14
PARENT COMPANY FINANCIAL STATEMENTS - STATEMENT OF COMPREHENSIVE INCOME | |||||
(in thousands of Brazilian reais – R$) | |||||
Code |
Description |
Current Year - Second Quarter |
YTD Current Year |
Previous year - Second Quarter |
YTD Previous Year |
04/01/2013 to 06/30/2013 |
01/01/2013 to 06/30/2013 |
04/01/2012 to 06/30/2012 |
01/01/2012 to 06/30/2012 | ||
4.01 |
Net income/(loss) |
(120,911) |
284,676 |
241,569 |
641,884 |
4.02 |
Other comprehensive income |
502,927 |
502,927 |
- |
- |
4.02.01 |
Equity on comprehensive income of subsidiaries |
502,927 |
502,927 |
- |
- |
4.03 |
Comprehensive income |
382,016 |
787,603 |
241,569 |
641,884 |
15
PARENT COMPANY FINANCIAL STATEMENTS - STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM JANUARY 01, 2013 TO JUNE 30, 2013 | |||||||
|
|
|
|
|
| ||
Code |
Description |
Capital |
Capital Reserves, |
Profit Reserves |
Retained earnings |
Other comprehensive income |
Shareholders’ Equity Total |
5.01 |
Opening balance |
4,793,424 |
228,322 |
1,339,287 |
- |
535,627 |
6,896,660 |
5.02 |
Prior year profit or loss |
- |
- |
- |
- |
(515,932) |
(515,932) |
5.03 |
Adjusted balance |
4,793,424 |
228,322 |
1,339,287 |
- |
19,695 |
6,380,728 |
5.04 |
Capital transactions with the shareholders |
- |
- |
(455,906) |
2,192 |
- |
(453,714) |
5.04.10 |
Additional dividend aproved |
- |
- |
(455,906) |
- |
- |
(455,906) |
5.04.11 |
Prescribed dividend |
- |
- |
- |
2,192 |
- |
2,192 |
5.05 |
Total comprehensive income |
- |
- |
- |
284,676 |
502,930 |
787,606 |
5.05.01 |
Net income / (loss) for the period |
- |
- |
- |
284,676 |
- |
284,676 |
5.05.02 |
Other comprehensive income |
- |
- |
- |
- |
502,930 |
502,930 |
5.05.02.03 |
Comprehensive income - Actuarial gain |
- |
- |
- |
- |
502,930 |
502,930 |
5.06 |
Internal changes of shareholders' equity |
- |
- |
(64,164) |
76,181 |
(12,017) |
- |
5.06.04 |
Statutory reserve in the period |
- |
- |
(64,164) |
64,164 |
- |
- |
5.06.05 |
Equity on comprehensive income of subsidiaries |
- |
- |
- |
12,017 |
(12,017) |
- |
5.07 |
Final balance |
4,793,424 |
228,322 |
819,217 |
363,049 |
510,608 |
6,714,620 |
16
PARENT COMPANY FINANCIAL STATEMENTS - STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM JANUARY 01, 2012 TO JUNE 30, 2012 | |||||||
|
|
|
|
|
| ||
Code |
Description |
Capital |
Capital Reserves, options and treasury shares |
Profit Reserves |
Retained earnings |
Other comprehensive income |
Shareholders’ Equity Total |
5.01 |
Opening balance |
4,793,424 |
229,956 |
1,253,655 |
- |
790,123 |
7,067,158 |
5.02 |
Prior Year profit or loss |
- |
- |
- |
227,118 |
(117,745) |
109,373 |
5.03 |
Adjusted balance |
4,793,424 |
229,956 |
1,253,655 |
227,118 |
672,378 |
7,176,531 |
5.04 |
Capital transactions with the shareholders |
- |
(3,005) |
(758,470) |
2,020 |
- |
(759,455) |
5.04.08 |
Business combination - CPFL Renováveis |
- |
(3,005) |
- |
- |
- |
(3,005) |
5.04.09 |
Additional dividend aproved |
- |
- |
(758,470) |
- |
- |
(758,470) |
5.04.10 |
Prescribed Dividend |
- |
- |
- |
2,020 |
- |
2,020 |
5.05 |
Total comprehensive income |
- |
- |
- |
641,884 |
- |
641,884 |
5.05.01 |
Net income / (loss) for the period |
- |
- |
- |
641,884 |
- |
641,884 |
5.06 |
Internal changes of shareholders' equity |
- |
- |
- |
14,092 |
(14,092) |
- |
5.06.04 |
Equity on comprehensive income of subsidiaries |
- |
- |
- |
14,092 |
(14,092) |
- |
5.07 |
Final balance |
4,793,424 |
226,951 |
495,185 |
885,114 |
658,286 |
7,058,960 |
17
PARENT COMPANY FINANCIAL STATEMENTS - STATEMENTS OF CASH FLOW – INDIRECT METHOD |
|||
(in thousands of Brazilian reais – R$) |
|||
Code |
Description |
YTD Current year 01/01/2013 to 06/30/2013 |
YTD Current year 01/01/2012 to 06/30/2012 |
6.01 |
Net cash from operating activities |
671,662 |
248,283 |
6.01.01 |
Cash generated (used) from operations |
(9,876) |
(201) |
6.01.01.01 |
Net income, including income tax and social contribution |
301,691 |
671,838 |
6.01.01.02 |
Depreciation and amortization |
36 |
34 |
6.01.01.03 |
Reserve for tax, civil, labor and environmental risks |
199 |
- |
6.01.01.04 |
Equity in subsidiaries |
(323,083) |
(690,133) |
6.01.01.05 |
Interest and monetary and exchange restatement |
11,281 |
18,060 |
6.01.02 |
Variation on assets and liabilities |
681,538 |
248,484 |
6.01.02.01 |
Dividend and interest on equity received |
681,777 |
268,239 |
6.01.02.02 |
Recoverable taxes |
(1,655) |
(6,254) |
6.01.02.03 |
Escrow deposits |
(18) |
(14) |
6.01.02.04 |
Other operating assets |
(2,912) |
1,541 |
6.01.02.05 |
Suppliers |
(541) |
30 |
6.01.02.06 |
Other taxes and social contributions |
6,650 |
9,832 |
6.01.02.07 |
Interest on debts (paid) |
(2,437) |
(24,956) |
6.01.02.08 |
Income tax and social contribution |
- |
(140) |
6.01.02.09 |
Other operating liabilities |
674 |
206 |
6.02 |
Net cash in investing activities |
3,947 |
2,582 |
6.02.01 |
Increase in property, plant and equipment |
(275) |
(190) |
6.02.02 |
Financial investments |
4,710 |
23,322 |
6.02.04 |
Intercompany loans with subsidiaries and associated companies |
514 |
(1,544) |
6.02.05 |
Capital increase in investments |
(1) |
(19,006) |
6.02.06 |
Others |
(1) |
- |
6.02.07 |
Additions to intangible assets |
(1,000) |
- |
6.03 |
Net cash in financing activities |
833,429 |
(756,080) |
6.03.01 |
Payments of Loans, financing and debentures , net of derivatives |
223 |
- |
6.03.02 |
Payments of dividend and interest on shareholders’ equity |
(453,968) |
(756,080) |
6.03.03 |
Loans, financing and debentures obtained |
1,287,174 |
- |
6.05 |
Increase (decrease) in cash and cash equivalents |
1,509,038 |
(505,215) |
6.05.01 |
Cash and cash equivalents at beginning of period |
141,835 |
549,189 |
6.05.02 |
Cash and cash equivalents at end of period |
1,650,873 |
43,974 |
16
PARENT COMPANY FINANCIAL STATEMENTS - STATEMENTS OF ADDED VALUE | |||
(in thousands of Brazilian reais – R$) |
|||
Code |
Description |
YTD Current year 01/01/2013 to 06/30/2013 |
YTD Previous year 01/01/2012 to 06/30/2012 |
7.01 |
Revenues |
330 |
24 |
7.01.01 |
Sales of goods, products and services |
55 |
24 |
7.01.03 |
Revenues related to the construction of own assets |
275 |
- |
7.02 |
Inputs |
(4,491) |
(5,881) |
7.02.02 |
Material-Energy-Outsourced services-Other |
(2,671) |
(3,260) |
7.02.04 |
Other |
(1,820) |
(2,621) |
7.03 |
Gross added value |
(4,161) |
(5,857) |
7.04 |
Retentions |
(36) |
(33) |
7.04.01 |
Depreciation and amortization |
(36) |
(33) |
7.05 |
Net added value generated |
(4,197) |
(5,890) |
7.06 |
Added value received in transfer |
332,620 |
715,539 |
7.06.01 |
Equity in subsidiaries |
323,083 |
690,133 |
7.06.02 |
Financial income |
9,537 |
25,406 |
7.07 |
Added Value to be Distributed |
328,423 |
709,649 |
7.08 |
Distribution of Added Value |
328,423 |
709,649 |
7.08.01 |
Personnel |
5,319 |
4,992 |
7.08.01.01 |
Direct Remuneration |
3,912 |
2,950 |
7.08.01.02 |
Benefits |
935 |
1,767 |
7.08.01.03 |
Government severance indemnity fund for employees-F.G.T.S. |
472 |
275 |
7.08.02 |
Taxes, Fees and Contributions |
24,980 |
40,781 |
7.08.02.01 |
Federal |
24,960 |
40,777 |
7.08.02.02 |
State |
20 |
4 |
7.08.03 |
Remuneration on third parties’ capital |
13,448 |
21,992 |
7.08.03.01 |
Interest |
13,385 |
21,933 |
7.08.03.02 |
Rental |
63 |
59 |
7.08.04 |
Remuneration on own capital |
284,676 |
641,884 |
7.08.04.03 |
Retained profit / loss for the period |
284,676 |
641,884 |
19
CONSOLIDATED INTERIM FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS |
|
||
(in thousands of Brazilian reais – R$) |
|
||
|
|||
Code |
Description |
Current Quarter 06/30/2013 |
Previous Year 12/31/2012 |
1 |
Total assets |
32,176,288 |
28,924,279 |
1.01 |
Current assets |
8,330,962 |
5,544,938 |
1.01.01 |
Cash and cash equivalents |
5,419,584 |
2,435,034 |
1.01.02 |
Financial Investments |
6,891 |
6,100 |
1.01.02.02 |
Financial Investments at amortized cost |
6,891 |
6,100 |
1.01.02.02.01 |
Held to maturity |
6,891 |
6,100 |
1.01.03 |
Accounts receivable |
1,854,716 |
2,205,024 |
1.01.03.01 |
Consumers |
1,854,716 |
2,205,024 |
1.01.04 |
Materials and suppliers |
21,254 |
36,826 |
1.01.06 |
Recoverable taxes |
308,468 |
250,987 |
1.01.06.01 |
Current Recoverable taxes |
308,468 |
250,987 |
1.01.08 |
Other current assets |
720,049 |
610,967 |
1.01.08.03 |
Other |
720,049 |
610,967 |
1.01.08.03.01 |
Other credits |
523,542 |
485,908 |
1.01.08.03.02 |
Derivatives |
845 |
870 |
1.01.08.03.03 |
Leases |
10,305 |
9,740 |
1.01.08.03.04 |
Dividends and interest on shareholders’ equity |
47,889 |
55,033 |
1.01.08.03.05 |
Financial asset of concession |
34,444 |
34,444 |
1.01.08.03.06 |
Receivables from Resources provided by the Energy Development Account - CDE |
103,024 |
24,972 |
1.02 |
Noncurrent assets |
23,845,326 |
23,379,341 |
1.02.01 |
Noncurrent assets |
6,238,158 |
6,072,843 |
1.02.01.03 |
Accounts receivable |
159,171 |
161,659 |
1.02.01.03.01 |
Consumers |
159,171 |
161,659 |
1.02.01.06 |
Deferred taxes |
1,264,823 |
1,257,787 |
1.02.01.06.02 |
Deferred taxes credits |
1,264,823 |
1,257,787 |
1.02.01.08 |
Related parties |
81,152 |
- |
1.02.01.08.01 |
Due from related parties |
81,152 |
- |
1.02.01.09 |
Other noncurrent assets |
4,733,012 |
4,653,397 |
1.02.01.09.03 |
Derivatives |
538,630 |
486,438 |
1.02.01.09.04 |
Escrow deposits |
1,071,169 |
1,125,339 |
1.02.01.09.05 |
Recoverable taxes |
186,495 |
206,653 |
1.02.01.09.06 |
Leases |
35,297 |
31,703 |
1.02.01.09.07 |
Financial asset of concession |
2,471,303 |
2,342,796 |
1.02.01.09.09 |
Investments at cost |
116,654 |
116,654 |
1.02.01.09.10 |
Other credits |
313,464 |
343,814 |
1.02.02 |
Investiments |
1,021,569 |
1,006,771 |
1.02.02.01 |
Permanent equity interests |
1,021,569 |
1,006,771 |
1.02.02.01.04 |
Investments in subsidiares |
1,021,569 |
1,006,771 |
1.02.03 |
Property, plant and equipment |
7,553,954 |
7,104,060 |
1.02.03.01 |
Fixed assets - in service |
6,358,587 |
6,469,688 |
1.02.03.03 |
Fixed assets - in progress |
1,195,367 |
634,372 |
1.02.04 |
Intangible assets |
9,031,645 |
9,195,667 |
1.02.04.01 |
Intangible assets |
9,031,645 |
9,195,667 |
20
CONSOLIDATED INTERIM FINANCIAL STATEMENTS - BALANCE SHEET -LIABILITIES |
|
| |
(in thousands of Brazilian reais – R$) |
|
| |
|
|
|
|
Code |
Description |
Current Quarter |
Previous Year |
2 |
Total liabilities |
32,176,288 |
28,924,279 |
2.01 |
Current liabilities |
6,080,252 |
4,969,447 |
2.01.01 |
Social and Labor Obligations |
95,250 |
71,725 |
2.01.01.02 |
Labor Obligations |
95,250 |
71,725 |
2.01.01.02.01 |
Estimated Labor Obligation |
95,250 |
71,725 |
2.01.02 |
Suppliers |
1,612,030 |
1,689,137 |
2.01.02.01 |
National Suppliers |
1,612,030 |
1,689,137 |
2.01.03 |
Tax Obligations |
366,904 |
430,472 |
2.01.03.01 |
Federal Tax Obligations |
187,620 |
259,406 |
2.01.03.01.01 |
Income tax and Social Contribution |
85,975 |
135,701 |
2.01.03.01.02 |
PIS (Tax on Revenue) |
13,046 |
13,438 |
2.01.03.01.03 |
COFINS (Tax on Revenue) |
60,169 |
75,992 |
2.01.03.01.04 |
Others |
28,430 |
34,275 |
2.01.03.02 |
State Tax Obligations |
179,284 |
171,066 |
2.01.04 |
Loans and financing |
3,016,163 |
1,962,301 |
2.01.04.01 |
Loans and financing |
2,552,100 |
1,557,327 |
2.01.04.01.01 |
Brazilian currency |
2,298,557 |
1,532,245 |
2.01.04.01.02 |
Foreign Currency |
253,543 |
25,082 |
2.01.04.02 |
Debentures |
464,063 |
404,974 |
2.01.04.02.01 |
Debentures |
310,680 |
310,149 |
2.01.04.02.02 |
Accrued Interest on debentures |
153,383 |
94,825 |
2.01.05 |
Other liabilities |
989,905 |
815,812 |
2.01.05.02 |
Others |
989,905 |
815,812 |
2.01.05.02.01 |
Dividends and interest on shareholders´ equity |
16,911 |
26,542 |
2.01.05.02.04 |
Derivatives |
- |
109 |
2.01.05.02.05 |
Private pension fund |
56,951 |
51,675 |
2.01.05.02.06 |
Regulatory charges |
32,076 |
110,776 |
2.01.05.02.07 |
Charge for the use of Public Utilities |
3,609 |
3,443 |
2.01.05.02.08 |
Other payable |
880,358 |
623,267 |
2.02 |
Noncurrent liabilities |
17,896,278 |
16,063,703 |
2.02.01 |
Loans and financing |
15,684,811 |
13,510,730 |
2.02.01.01 |
Loans and financing |
7,718,922 |
7,720,467 |
2.02.01.01.01 |
Brazilian currency |
7,392,193 |
5,310,259 |
2.02.01.01.02 |
Foreign Currency |
326,729 |
2,410,208 |
2.02.01.02 |
Debentures |
7,965,889 |
5,790,263 |
2.02.02 |
Other payable |
539,180 |
1,048,146 |
2.02.02.02 |
Other |
539,180 |
1,048,146 |
2.02.02.02.03 |
Derivatives |
740 |
336 |
2.02.02.02.04 |
Private pension fund |
331,154 |
831,184 |
2.02.02.02.06 |
Charge for the use of Public Utilities |
77,088 |
76,371 |
2.02.02.02.07 |
Other payable |
130,198 |
135,788 |
2.02.02.02.08 |
Suppliers |
- |
4,467 |
2.02.03 |
Deferred taxes |
1,137,323 |
1,155,733 |
2.02.03.01 |
Deferred Income tax and Social Contribution |
1,137,323 |
1,155,733 |
2.02.04 |
Provisions |
534,964 |
349,094 |
2.02.04.01 |
Provision for tax, civil and labor risks |
534,964 |
349,094 |
2.02.04.01.01 |
Tax Provisions |
229,870 |
226,855 |
2.02.04.01.02 |
Labor and tax provisions |
111,882 |
68,205 |
2.02.04.01.04 |
Civil provisions |
169,227 |
26,973 |
2.02.04.01.05 |
Others |
23,985 |
27,061 |
2.03 |
Shareholders´ equity - consolidated |
8,199,758 |
7,891,129 |
2.03.01 |
Capital |
4,793,424 |
4,793,424 |
2.03.02 |
Capital reserves |
228,322 |
228,322 |
2.03.04 |
Profit reserves |
819,217 |
1,339,286 |
2.03.04.01 |
Legal reserves |
556,481 |
556,481 |
2.03.04.02 |
Statutory reserve - financial asset of concession |
262,736 |
- |
2.03.04.08 |
Additional dividend proposed |
- |
455,906 |
2.03.04.04 |
Earnings retained for investment |
- |
326,899 |
2.03.05 |
Retained earnings |
363,049 |
- |
2.03.08 |
Other comprehensive income |
510,608 |
19,696 |
2.03.09 |
Noncontrolling interest |
1,485,138 |
1,510,401 |
21
CONSOLIDATED FINANCIAL STATEMENTS - INCOME STATEMENT |
|
| |||
(in thousands of Brazilian reais – R$) |
|
| |||
|
|
|
|
| |
Code |
Description |
Current Year - Second Quarter |
YTD Current Year |
Previous year - Second Quarter |
YTD Previous Year |
04/01/2013 to 06/30/2013 |
01/01/2013 to 06/30/2013 |
04/01/2012 to 06/30/2012 |
01/01/2012 to 06/30/2012 | ||
3.01 |
Net operating revenues |
3,598,342 |
7,313,769 |
3,503,167 |
6,895,350 |
3.02 |
Cost of electric energy services |
(2,776,123) |
(5,311,628) |
(2,670,050) |
(5,003,639) |
3.02.01 |
Cost of electric energy |
(2,152,651) |
(4,053,763) |
(2,010,491) |
(3,794,273) |
3.02.02 |
Operating cost |
(363,655) |
(738,255) |
(336,197) |
(615,970) |
3.02.03 |
Services rendered to third parties |
(259,817) |
(519,610) |
(323,362) |
(593,396) |
3.03 |
Gross Operating income |
822,219 |
2,002,141 |
833,117 |
1,891,711 |
3.04 |
Gross Operating income (expense) |
(571,538) |
(957,390) |
(294,027) |
(561,373) |
3.04.01 |
Sales expenses |
(105,009) |
(207,730) |
(99,211) |
(192,241) |
3.04.02 |
General and administrative |
(400,211) |
(601,509) |
(139,414) |
(277,204) |
3.04.05 |
Others |
(93,715) |
(181,805) |
(76,894) |
(149,615) |
3.04.06 |
Equity income |
27,397 |
33,654 |
21,492 |
57,687 |
3.05 |
Income before financial income and taxes |
250,681 |
1,044,751 |
539,090 |
1,330,338 |
3.06 |
Financial income / expense |
(415,036) |
(558,685) |
(152,241) |
(319,401) |
3.06.01 |
Financial income |
120,581 |
249,263 |
157,865 |
298,216 |
3.06.02 |
Financial expense |
(535,617) |
(807,948) |
(310,106) |
(617,617) |
3.07 |
Income before taxes |
(164,355) |
486,066 |
386,849 |
1,010,937 |
3.08 |
Income tax and social contribution |
30,287 |
(214,831) |
(140,986) |
(352,466) |
3.08.01 |
Current |
(66,888) |
(251,364) |
(179,447) |
(393,326) |
3.08.02 |
Deferred |
97,175 |
36,533 |
38,461 |
40,860 |
3.09 |
Net income from continuing operations |
(134,068) |
271,235 |
245,863 |
658,471 |
3.11 |
Net income |
(134,068) |
271,235 |
245,863 |
658,471 |
3.11.01 |
Net income attributable to controlling shareholders |
(120,911) |
284,676 |
241,569 |
641,884 |
3.11.02 |
Net income attributable to noncontrolling shareholders |
(13,157) |
(13,441) |
4,294 |
16,587 |
22
CONSOLIDATED FINANCIAL STATEMENTS - STATEMENT OF COMPREHENSIVE INCOME |
|
| |||
(in thousands of Brazilian reais – R$) |
|
| |||
|
|
|
| ||
Code |
Description |
Current Year - Second Quarter |
YTD Current Year |
Previous year - Second Quarter |
YTD Previous Year |
04/01/2013 to 06/30/2013 |
01/01/2013 to 06/30/2013 |
04/01/2012 to 06/30/2012 |
01/01/2012 to 06/30/2012 | ||
4.01 |
Net income |
(134,067) |
296,842 |
245,863 |
658,471 |
4.02 |
Other comprehensive income |
502,927 |
502,926 |
- |
- |
4.02.01 |
Actuarial gain |
502,927 |
502,926 |
- |
- |
4.03 |
Comprehensive income |
368,860 |
799,768 |
245,863 |
658,471 |
4.03.01 |
Comprehensive income attributtable to controlling shareholders |
382,016 |
813,209 |
241,569 |
641,884 |
4.03.02 |
Comprehensive income attributable to non controlling shareholders |
(13,156) |
(13,441) |
4,294 |
16,587 |
23
CONSOLIDATED FINANCIAL STATEMENTS - STATEMENTS OF CASH FLOW – INDIRECT METHOD | |||
(in thousands of Brazilian reais – R$) | |||
|
|
| |
Code |
Description |
YTD Current year 01/01/2013 to 06/30/2013 |
YTD Previous year 01/01/2012 to 06/30/2012 |
6.01 |
Net cash from operating activities |
1,485,775 |
939,763 |
6.01.01 |
Cash generated from operations |
1,972,997 |
1,928,348 |
6.01.01.01 |
Net income, including income tax and social contribution |
486,066 |
1,010,938 |
6.01.01.02 |
Depreciation and amortization |
525,839 |
441,616 |
6.01.01.03 |
Reserve for tax, civil, labor and environmental risks |
222,076 |
14,492 |
6.01.01.04 |
Interest and monetary and exchange restatement |
644,336 |
475,898 |
6.01.01.05 |
Gain on pension plan |
41,060 |
16,667 |
6.01.01.06 |
Losses on disposal of noncurrent assets |
18,260 |
11,868 |
6.01.01.07 |
Deferred taxes - PIS and COFINS |
17,965 |
(20,623) |
6.01.01.08 |
Other |
475 |
(7,969) |
6.01.01.09 |
Provision for doubtful accounts |
50,574 |
43,148 |
6.01.01.10 |
Equity income |
(33,654) |
(57,687) |
6.01.02 |
Variation on assets and liabilities |
(487,222) |
(988,585) |
6.01.02.01 |
Consumers, Concessionaires and Licensees |
303,374 |
(54,092) |
6.01.02.02 |
Recoverable Taxes |
(11,484) |
(14,235) |
6.01.02.03 |
Leases |
(286) |
1,820 |
6.01.02.04 |
Escrow deposits |
74,980 |
(44,593) |
6.01.02.05 |
Other operating assets |
(55,223) |
(105,728) |
6.01.02.06 |
Suppliers |
(81,574) |
161,985 |
6.01.02.07 |
Taxes and social contributions paid |
(325,791) |
(361,145) |
6.01.02.08 |
Other taxes and social contributions |
(13,779) |
(107,170) |
6.01.02.09 |
Employee Pension Plans |
(39,585) |
(30,338) |
6.01.02.10 |
Interest paid on debt |
(449,450) |
(421,069) |
6.01.02.11 |
Regulator charges |
(78,700) |
(12,252) |
6.01.02.12 |
Provision for tax, civil and labor risks paid |
(38,281) |
(27,639) |
6.01.02.13 |
Other operating liabilities |
35,406 |
(7,822) |
6.01.02.14 |
Dividend and interest on equity received |
26,000 |
33,693 |
6.01.02.15 |
Resources provided by the Energy Development Account - CDE |
(78,053) |
- |
6.01.02.16 |
Advance Eletrobrás - Resources provided by the CDE |
245,224 |
- |
6.02 |
Net cash in investing activities |
(1,062,528) |
(2,063,574) |
6.02.01 |
Acquisition of property, plant and equipment |
(581,201) |
(654,808) |
6.02.02 |
Marketable Securities, Deposits and Escrow Deposits |
47,080 |
(49,745) |
6.02.03 |
Leases |
- |
(3,360) |
6.02.04 |
Acquisition of intangible assets |
(448,398) |
(611,940) |
6.02.06 |
Acquisition of subsidiaries net of cash acquired |
- |
(739,267) |
6.02.07 |
Other |
(129) |
(4,454) |
6.02.08 |
Intercompany loans with subsidiaries and associated companies |
(79,880) |
- |
6.03 |
Net cash in financing activities |
2,561,302 |
418,706 |
6.03.01 |
Loans, financing and debentures obtained |
3,896,982 |
1,576,611 |
6.03.02 |
Payments of Loans, financing and debentures , net of derivatives |
(860,537) |
(393,186) |
6.03.03 |
Dividend and interest on shareholders’ equity paid |
(475,143) |
(764,719) |
6.05 |
Increase (decrease) in cash and cash equivalents |
2,984,549 |
(705,105) |
6.05.01 |
Cash and cash equivalents at beginning of period |
2,435,034 |
2,663,426 |
6.05.02 |
Cash and cash equivalents at end of period |
5,419,583 |
1,958,321 |
24
CONSOLIDATED FINANCIAL STATEMENTS - STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM JANUARY 1, 2013 TO JUNE 30, 2013 | |||||||||
|
|
|
|
|
|
|
| ||
Code |
Description |
Capital |
Capital Reserves, options and treasury shares |
Profit Reserves |
Retained earnings |
Other comprehensive income |
Shareholders’ Equity Total |
Noncontrolling Shareholders’ Equity |
Consolidated Shareholders’ Equity |
5.01 |
Opening balance |
4,793,424 |
228,322 |
1,339,287 |
- |
535,627 |
6,896,660 |
1,510,401 |
8,407,061 |
5.02 |
Prior Year profit or loss |
- |
- |
- |
- |
(515,932) |
(515,932) |
- |
(515,932) |
5.03 |
Adjusted opening balance |
4,793,424 |
228,322 |
1,339,287 |
- |
19,695 |
6,380,728 |
1,510,401 |
7,891,129 |
5.04 |
Capital transactions within shareholders |
- |
- |
(455,906) |
2,192 |
- |
(453,714) |
(11,799) |
(465,513) |
5.04.09 |
Additional dividend aproved |
- |
- |
(455,906) |
- |
- |
(455,906) |
(11,799) |
- |
5.04.10 |
Prescribed dividend |
- |
- |
- |
2,192 |
- |
2,192 |
- |
- |
5.05 |
Total comprehensive income |
- |
- |
- |
284,676 |
502,930 |
787,606 |
(13,441) |
774,165 |
5.05.01 |
Net income |
- |
- |
- |
284,676 |
- |
284,676 |
(13,441) |
271,235 |
5.05.02 |
Other comprehensive income |
- |
- |
- |
- |
502,930 |
502,930 |
- |
502,930 |
5.05.02.06 |
Comprehensive income - Actuarial gain |
- |
- |
- |
- |
502,930 |
502,930 |
- |
502,930 |
5.06 |
Internal changes of shareholders equity |
- |
- |
(64,164) |
76,181 |
(12,017) |
- |
(23) |
(23) |
5.06.02 |
Realization of comprehensive income - deemed cost |
- |
- |
- |
- |
- |
- |
- |
- |
5.06.03 |
Taxes on the realization of comprehensive income - deemed cost |
- |
- |
- |
- |
- |
- |
- |
- |
5.06.04 |
Other transactions within noncontrolling shareholders |
- |
- |
(64,164) |
64,164 |
- |
- |
- |
- |
5.06.05 |
Statutory reserve in the period |
- |
- |
- |
12,017 |
(12,017) |
- |
(23) |
(23) |
5.07 |
Ending balance |
4,793,424 |
228,322 |
819,217 |
363,049 |
510,608 |
6,714,620 |
1,485,138 |
8,199,758 |
25
CONSOLIDATED FINANCIAL STATEMENTS - STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM JANUARY 1, 2012 TO JUNE 30, 2012 | |||||||||
Code |
Description |
Capital |
Capital |
Profit Reserves |
Retained earnings |
Other comprehensive income |
Shareholders´ equity |
Noncontrolling Shareholders’ Equity |
Consolidated Shareholders’ Equity |
5.01 |
Opening balance |
4,793,424 |
229,956 |
1,253,655 |
- |
790,123 |
7,067,158 |
1,485,352 |
8,552,510 |
5.02 |
Prior Year profit or loss |
- |
- |
- |
227,118 |
(117,745) |
109,373 |
- |
109,373 |
5.03 |
Adjusted opening balance |
4,793,424 |
229,956 |
1,253,655 |
227,118 |
672,378 |
7,176,531 |
1,485,352 |
8,661,883 |
5.04 |
Capital transactions within shareholders |
- |
(3,005) |
(758,470) |
2,020 |
- |
(759,455) |
3,338 |
(756,117) |
5.04.08 |
Business combination - CPFL Renováveis |
- |
(3,005) |
- |
- |
- |
(3,005) |
4,481 |
1,476 |
5.04.09 |
Additional dividend aproved |
- |
- |
(758,470) |
- |
- |
(758,470) |
(4,701) |
(763,171) |
5.04.10 |
Prescribed dividend |
- |
- |
- |
2,020 |
- |
2,020 |
- |
2,020 |
5.04.11 |
Payment of capital of noncontrolling shareholders in subsidiaries |
- |
- |
- |
- |
- |
- |
3,558 |
3,558 |
5.05 |
Total comprehensive income |
- |
- |
- |
641,884 |
- |
641,884 |
16,587 |
658,471 |
5.05.01 |
Net income |
- |
- |
- |
641,884 |
- |
641,884 |
16,587 |
658,471 |
5.06 |
Internal changes of shareholders equity |
- |
- |
- |
14,092 |
(14,092) |
- |
265 |
265 |
5.06.02 |
Realization of Comprehensive Income - Deemed cost |
- |
- |
- |
21,352 |
(21,352) |
- |
- |
- |
5.06.03 |
Taxes on the Realization of Comprehensive Income - Deemed cost |
- |
- |
- |
(7,260) |
7,260 |
- |
- |
- |
5.06.04 |
Other transactions within noncontrolling shareholders |
- |
- |
- |
- |
- |
- |
265 |
265 |
5.07 |
Ending balance |
4,793,424 |
226,951 |
495,185 |
885,114 |
658,286 |
7,058,960 |
1,505,542 |
8,564,502 |
26
CONSOLIDATED FINANCIAL STATEMENTS - STATEMENTS OF ADDED VALUE | |||
(in thousands of Brazilian reais – R$) |
| ||
|
| ||
Code |
Description |
YTD Current Year 01/01/2013 to 06/30/2013 |
YTD Previous year 01/01/2012 to 06/30/2012 |
7.01 |
Revenues |
10,301,398 |
10,170,623 |
7.01.01 |
Sales of goods, products and services |
9,225,456 |
9,473,589 |
7.01.02 |
Other revenue |
517,827 |
591,051 |
7.01.02.01 |
Revenue from construction of infrastructure distribution |
517,827 |
591,051 |
7.01.03 |
Revenues related to the construction of own assets |
608,689 |
149,131 |
7.01.04 |
Allowance for doubtful accounts |
(50,574) |
(43,148) |
7.02 |
Inputs |
(6,352,787) |
(5,350,302) |
7.02.01 |
Cost of sales |
(4,510,245) |
(4,210,418) |
7.02.02 |
Material-Energy-Outsourced services-Other |
(786,438) |
(992,609) |
7.02.04 |
Other |
(1,056,104) |
(147,275) |
7.03 |
Gross added value |
3,948,611 |
4,820,321 |
7.04 |
Retentions |
(526,925) |
(446,311) |
7.04.01 |
Depreciation and amortization |
(377,504) |
(311,585) |
7.04.02 |
Other |
(149,421) |
(134,726) |
7.04.02.01 |
Intangible concession asset - amortization |
(149,421) |
(134,726) |
7.05 |
Net added value generated |
3,421,686 |
4,374,010 |
7.06 |
Added value received in transfer |
289,633 |
365,834 |
7.06.01 |
Equity result |
33,654 |
57,687 |
7.06.02 |
Financial income |
255,979 |
308,147 |
7.07 |
Added Value to be Distributed |
3,711,319 |
4,739,844 |
7.08 |
Distribution of Added Value |
3,711,319 |
4,739,844 |
7.08.01 |
Personnel |
384,826 |
325,572 |
7.08.01.01 |
Direct Remuneration |
236,477 |
203,079 |
7.08.01.02 |
Benefits |
130,398 |
103,533 |
7.08.01.03 |
Government severance indemnity fund for employees- F.G.T.S. |
17,951 |
18,960 |
7.08.02 |
Taxes, Fees and Contributions |
2,226,427 |
3,125,001 |
7.08.02.01 |
Federal |
764,987 |
1,549,557 |
7.08.02.02 |
State |
1,455,227 |
1,567,518 |
7.08.02.03 |
Municipal |
6,213 |
7,926 |
7.08.03 |
Remuneration on third parties’ capital |
828,831 |
630,800 |
7.08.03.01 |
Interest |
810,180 |
613,892 |
7.08.03.02 |
Rental |
18,651 |
16,908 |
7.08.04 |
Remuneration on own capital |
271,235 |
658,471 |
7.08.04.03 |
Retained profit / loss for the period |
271,235 |
658,471 |
27
COMMENTS ON PERFORMANCE
The comments on performance are expressed in thousands of Brazilian reais, unless otherwise indicated.
Analysis of Results
CPFL Energia (Parent Company)
The decrease in net income in the quarter was R$ 336,873, compared with the same quarter of 2012 (net profit of R$ 241,569 in 2012 and net loss of R$ 95,304 in 2013), primarily due to:
a) a reduction of R$ 351,279 in income from equity in subsidiaries;
b) partially offset by the reduction of R$ 12,502 in income tax and social contribution, largely due to lower income from interest on capital in the quarter compared with the same quarter of 2012.
28
COMMENTS ON CONSOLIDATED PERFORMANCE
Consolidated | |||||||||||
2nd quarter |
1st semester | ||||||||||
2013 |
2012 |
% |
2013 |
2012 |
% | ||||||
Operating revenues |
4,771,295 |
5,052,139 |
-5.6% |
9,743,283 |
10,064,641 |
-3.2% | |||||
Electricity sales to final consumers (*) |
3,408,713 |
3,861,560 |
-11.7% |
6,994,049 |
7,793,304 |
-10.3% | |||||
Electricity sales to wholesaler´s |
611,807 |
450,228 |
35.9% |
1,293,192 |
838,879 |
54.2% | |||||
Revenue from construction of concession infrastructure |
259,198 |
321,741 |
-19.4% |
517,827 |
591,051 |
-12.4% | |||||
Other operating revenues (*) |
491,578 |
418,611 |
17.4% |
938,215 |
841,407 |
11.5% | |||||
Deductions from operating revenues |
(1,172,953) |
(1,548,972) |
-24.3% |
(2,429,514) |
(3,169,291) |
-23.3% | |||||
Net operating revenue |
3,598,342 |
3,503,167 |
2.7% |
7,313,769 |
6,895,350 |
6.1% | |||||
Cost of eletric energy |
(2,152,651) |
(2,010,491) |
7.1% |
(4,053,763) |
(3,794,273) |
6.8% | |||||
Electricity purchased for resale |
(1,955,431) |
(1,675,011) |
16.7% |
(3,734,588) |
(3,125,099) |
19.5% | |||||
Electricity network usage charges |
(197,220) |
(335,481) |
-41.2% |
(319,175) |
(669,173) |
-52.3% | |||||
Operating cost/expense |
(1,222,408) |
(975,078) |
25.4% |
(2,248,910) |
(1,828,426) |
23.0% | |||||
Personnel |
(184,972) |
(170,080) |
8.8% |
(362,952) |
(326,376) |
11.2% | |||||
Employee pension plans |
(20,530) |
(8,334) |
146.3% |
(41,060) |
(16,667) |
146.4% | |||||
Materials |
(28,788) |
(18,733) |
53.7% |
(54,559) |
(41,893) |
30.2% | |||||
Outside services |
(122,374) |
(134,204) |
-8.8% |
(244,692) |
(263,519) |
-7.1% | |||||
Depreciation and amortization |
(190,011) |
(184,724) |
2.9% |
(376,418) |
(306,890) |
22.7% | |||||
Intangible of concession amortization |
(74,929) |
(69,226) |
8.2% |
(149,421) |
(134,726) |
10.9% | |||||
Costs related to infrastructure construction |
(259,198) |
(321,741) |
-19.4% |
(517,827) |
(591,051) |
-12.4% | |||||
Other |
(341,605) |
(68,036) |
402.1% |
(501,980) |
(147,305) |
240.8% | |||||
Income from electric energy service |
223,284 |
517,598 |
-56.9% |
1,011,096 |
1,272,651 |
-20.6% | |||||
Financial income (expense) |
(415,036) |
(152,240) |
172.6% |
(558,684) |
(319,401) |
74.9% | |||||
Income |
120,581 |
157,865 |
-23.6% |
249,263 |
298,216 |
-16.4% | |||||
Expense |
(535,617) |
(310,105) |
72.7% |
(807,947) |
(617,617) |
30.8% | |||||
Equity in subsidiaries |
27,397 |
21,492 |
27.5% |
33,654 |
57,687 |
-41.7% | |||||
Income before taxes |
(164,354) |
386,849 |
-142.5% |
486,066 |
1,010,937 |
-51.9% | |||||
Social contribution |
8,923 |
(37,416) |
-123.8% |
(57,423) |
(94,531) |
-39.3% | |||||
Income tax |
21,364 |
(103,570) |
-120.6% |
(157,408) |
(257,935) |
-39.0% | |||||
Net income / (loss) |
(134,067) |
245,863 |
-154.5% |
271,235 |
658,471 |
-58.8% | |||||
Net income/(loss) attributable to the shareholders of the company |
(120,911) |
241,569 |
-150.1% |
284,676 |
641,884 |
-55.6% | |||||
Net income/(loss) attributable to the non controlling interests |
(13,156) |
4,295 |
-406.3% |
(13,441) |
16,587 |
-181.0% | |||||
EBITDA |
515,622 |
793,039 |
-35.0% |
1,570,589 |
1,771,954 |
-11.4% | |||||
Net income for the period and EBITDA reconciliation |
|
|
|
|
|
|
|
|
|
Net income/(loss) for the period |
(134,067) |
245,863 |
271,235 |
658,471 | |||||
Depreciation and amortization |
264,940 |
253,950 |
525,839 |
441,616 | |||||
Financial income (expense) |
415,036 |
152,240 |
558,684 |
319,401 | |||||
Social contribution |
(8,923) |
37,416 |
57,423 |
94,531 | |||||
Income tax |
(21,364) |
103,570 |
157,408 |
257,935 | |||||
EBITDA |
515,622 |
793,039 |
1,570,589 |
1,771,954 |
29
Gross Operating Revenue
The Gross Operating Revenue in the second quarter of 2013 was R$ 4,771,295, down 5.6% (R$ 280,844) on the same period of the previous year.
The main factors in this change were:
· The decrease of 11.7% (R$ 452,847) in the supply of electric energy, due to:
o Decrease in the average tariffs charged (12.9%) as a result of Law 12783 of 2013, with which ANEEL ratified the result of the extraordinary reviews (“RTE”) in 2013 for all the electric energy distributors, applied to consumption from January 24, 2013, and tariff reviews and adjustments;
o Partially offset by the increase of 1.3% on operating revenue.
· Increase of 35.9% (R$ 161,579) in the energy supplied caused mainly by:
o An increase of 7.8% (R$ 7,921) in sales to Furnas as a result of the tariff increase of 7.8% in relation to the effect of the IGP-M in 2012;
o An increase of 87.4% (247,715) in Other concessionaires and licensees, comprised of (i) 171.0% (R$ 200,121) derived from the sales of the subsidiary CPFL Brasil, as a result of the increase of 57.4% in the amount of energy sold and of 72.2% in the average price charged manly as a result of the energy sold at short-term contract and the variation of “PLD”, and (ii) 29.6% (R$ 34,556) from the subsidiary CPFL Renováveis, mainly due to acquisition of the Bons Ventos Complex projects in June 2012, the Ester and Lacenas plants in October 2012, the start-up of Santa Clara in July 2012 and Salta Góes in December 2012, as well as the positive performance of the windfarms, generating an increase of 63.4% in the amount of energy sold;
o Partially offset by the decrease of R$ 94,057 in short-term energy sales in the Electric Energy Commercialization Chamber – CCEE mainly by the subsidiaries (i) CPFL Paulista as a result of the reduction in the amount of electric energy sold and (ii) CPFL Brasil due to suspension of the Financial Settlements in the CCEE for the months of January and February, which was reflected in adjustments to the amount of electric energy sold.
· A drop of 19.4% (R$ 62,543) in revenue from construction of the concession infrastructure, with no impact on the net profit or loss for the period, due to the decline in investments in the quarter.
· An increase of 17.4% (R$ 72,966) in other operating revenues, due mainly to accounting for the low income subsidy and discounts on tariffs reimbursed by funds from the CDE (R$ 146,415) and compensation of generators (R$ 20,012) by the distribution subsidiaries, offset by the drop in revenue from the Tariff for the Use of the Distribution System - TUSD free consumers (R$ 96,102) largely due to the tariff reduction (RTE).
Ø Quantity of Energy Sold
The quantity of energy bill to final consumers in the 2nd quarter of 2013 increased by 1.3% in relation to the same period of the previous year. If the effect of migration of customers to the Free Market were to be excluded, the growth would be 5.6%.
The residential category, which accounts for 33.4% of the total, recorded growth of 4.2%. In spite of the deceleration in purchasing power as a result of a high food prices and the relatively smaller salary increases, income continued to perform well throughout the year. Furthermore, the labor market remains active, confirmed by historically low unemployment levels.
The commercial category, which accounts for 19.2% of the total, recorded a drop of 0.4%. If the effect of migration of customers to the Free Market were to be excluded, the growth would be 4.4%. In spite of the recent downturn in income, sales on the retail and furniture and household appliances markets continued to grow overall in the year, and substantiated the positive result for this category.
30
The industrial category, which represents 32.6% of the total, reported growth of 0.9%. If the effect of migration of customers to the Free Market were to be excluded, the growth would be 9.7%, influenced by the good performance of small and medium-sized industries located in the concession area of the distribution subsidiaries which recorded performance 4.6% and that of the subsidiary CPFL Brasil with growth of 19.0%, where the positive result was due to the successful sales drive directed towards industrial customers in the free market. This contrasts, however with industrial performance in Brazil in general, which is still subject to the effects of the global economic downturn and the reduction in confidence.
Ø Tariffs
The supply tariffs decreased by an average of 12.9% in the 2nd quarter of 2013, largely due to the net effect of:
(i) the average negative effects perceived by consumers as a result of the extraordinary tariff reviews in 2013, ratified by ANEEL: (i) -20.42% CPFL Paulista, (ii) -26.70% CPFL Piratininga, (iii) -22.81% RGE, (iv) -23.72% CPFL Santa Cruz, (v) -25,33% CPFL Jaguari, (vi) -24.38% CPFL Mococa, (vii) -26.42% CPFL Leste Paulista, and (viii) -23.83% CPFL Sul Paulista.
(ii) Increases in the distributors’ tariffs:
Deductions from Operating Revenue
Deductions from Operating Revenue in the 2nd quarter of 2013 amounted to R$ 1,172,953, down 24.3% (R$ 376,019) on the same quarter of 2012, largely due to:
· A reduction of 10.4% (R$ 81,959) in ICMS, largely as a result of the drop of 15.7% in the supply billed, partially offset by the expense due to enrolment in the Special ICMS Financing Program in relation(R$31,789).
· An increase of 1.0% (R$ 3,833) in PIS and COFINS. In spite of the reduction in the calculation base for these taxes (energy supplied, energy purchased and other income), the increase reflects the impact of reclassification in the 2nd quarter of 2012 of credits of R$ 49,814 on amortization of the intangible assets related to the concession for six months; as from the 2nd quarter of 2012 this is recorded under Deductions from Revenue for better accounting classification.
· Decrease of 88.5% (R$ 295,599) in sector charges: R$ 27,622 in the Global Reversal Reserve, R$ 160,690 in the Fuel Consumption Account and R$ 107,288 in the Energy Development Account, as a result of changes in ANEEL regulations in Law 12783 of 2013.
31
Cost of Electric Energy
The cost of electric energy in the quarter totaled R$ 2,152,651, up 7.1% (R$ 142,159) on the same period of the previous year, mainly due to:
· An increase of 16.7% (R$ 280,420) in electric energy purchased for resale, due to:
o An increase of 5.2% in the quantity of energy purchased, as a result of the increase in sales;
o An increase of 14.5% in the average price, reflecting the greater exposure and variation in the settlement price “PLD”, tariff adjustments and exchange rate variations in the purchase of Itaipu;
o reimbursement of costs by the CDE of R$ 63,344 for hydrological risk and overcontracting for the distribution subsidiaries.
· A decrease of 41.2% (R$ 138,261) in transmission and distribution network usage charges, mainly due to: (i) a decrease of R$ 134,293 in the basic network charges due to the reduction in the tariffs of the transmission companies, and (ii) A reduction of R$ 6,857 in the System Service Charges, net of reimbursement of costs by the CDE.
A significant portion of these cost increases is not included in the distributors’ tariffs and will be passed on in the next tariff increase (see further comments about the impact of regulatory assets and liabilities at the end of the Comments on Performance).
Operating Costs and Expenses
Without taking into consideration the costs of infrastructure construction, Operating Costs and Expenses in the quarter amounted to R$ 963,210, up 47,4% (R$ 309,872) on the same period of the previous year. This was mainly due to:
· Personnel: an increase of 8.8% (R$ 14,892), mainly in the subsidiary CPFL Renováveis (R$ 13,601) as a result of company acquisitions in the 2nd half-year of 2012 and the start-up of new projects, as well as the effects of the 2012 collective labor agreement, partially offset by the reversal of provisions;
· Employee Pension Plans: an increase of R$ 12,196 as a result of the actuarial report for 2013;
· Material: an increase of 53.7% (R$ 10,055) in Material, mainly due to the increases of (i) R$ 3,883 for line and network maintenance by the distribution subsidiaries, (ii) R$ 2,192 in the subsidiary CPFL Serviços, due to expansion of its operations, and (iii) R$ 1,932 in the subsidiary CPFL Renováveis;
· Outsourced Services: a reduction of 8.8% (R$ 11,830), mainly due to the reduction of R$ 10,262 in the subsidiary CPFL Renováveis as a result of expenditure on consulting, legal and auditing services in 2012 in relation to company acquisition projects, a reduction of R$ 6,522 in relation to consulting services for technical reports in the distribution subsidiaries, partially offset by the increase of R$ 6,260 in software maintenance costs of 103.3% (R$ 81,906) in Other Expense, primarily due to the increase of R$ 72,012 in legal and court expenses (lawsuits), R$ 3,509 in the allowance for doubtful accounts and R$ 6,254 in losses on disposal and decommissioning of noncurrent assets.
· Depreciation and Amortization: an increase of 2.9% (R$ 5,287), mainly due to (i) an increase of R$ 20,668 for the subsidiary CPFL Renováveis as a result of acquisitions in the 2nd half year of 2012 and the start-up of new projects; (ii) an increase of R$ 6,861 in amortization of the intangible distribution infrastructure asset as a result of new investments; (iii) offset by the reduction of R$ 22,243 due to reclassification of PIS/COFINS credits (for further details, see Deductions from Operating Revenue);
· Amortization of intangible asset of concession: increase of 8.2% (R$ 5,703) as a result of business combinations in CPFL Renováveis in the 2nd half year of 2012 the start-up of new projects;
· Other Expense: an increase of R$ 273,569, primarily due to the increase of (i) R$ 236,963 in legal and court expenses, (ii) R$ 14,859 in other taxes due to enrolment by the subsidiaries CPFL Paulista and CPFL Piratininga in the Special ICMS Financing Program, (iii) R$ 3,916 in the allowance for doubtful accounts, and (iv) R$ 12,249 in losses on disposals and decommissioning of noncurrent assets.
32
Financial Income (Expense)
The Net Financial Expense in the quarter was R$ 415,036, compared with R$ 152,240 in the same quarter of 2012, an increase of R$ 262,795 in net expense. This variation is mainly due to:
· An reduction of 23.6% (R$ 37,284) in financial income, as a result of adjustments to expected cash flow of the financial assets of the concession;
· An increase of 72,7% (R$ 225,512) in financial expense, mainly due to (i) an increase of R$ 42,459 in interest on debt and monetary and exchange restatement, as a result of the increase in the debt, partially offset by the reduction in the CDI and TJLP in the quarter (ii) an increase of R$ 58,556 in interest and tax fines in relation ICMS (Special Financing Program) by the subsidiaries CPFL Paulista and CPFL Piratininga, (iii) adjustment of R$ 126,491 in the estimated cash flow from the financial assets of concession, partially offset by the increase of R$ 4,542 in interest capitalized, mainly by the subsidiary CPFL Renováveis.
Income from equity in subsidiaries
Changes in equity income relate to income from equity in subsidiaries, as shown below:
|
|
2nd quarter 2013 |
|
2nd quarter restated |
Epasa |
|
(9,760) |
|
8,732 |
Baesa |
|
3,069 |
|
(14,206) |
Campos Novos |
|
21,529 |
|
14,880 |
Chapecoense |
|
12,560 |
|
12,085 |
Total |
|
27,397 |
|
21,492 |
Social Contribution and Income Tax
Taxes on income in the 2nd quarter of 2013, corresponding to credits of R$ 30,827, were down by R$ 171,273 in relation to the expense recorded in the same quarter of 2012, primarily due to the combined effects of (i) changes in consolidated income before Taxes; and (ii) variations for the subsidiary CPFL Renováveis, most of which are taxed under the presumed income system.
Net Income and EBITDA
As a result of the above factors, the net loss for the quarter was R$ 134,067, R$ 379,931 less than in the same period of 2012, when a profit of R$ 245,863 was recorded.
EBITDA (net income for the quarter, excluding the effects of depreciation, amortization, financial income (expense), social contribution and income tax) for the 2nd quarter of 2013 was R$ 515,622, or 35.0% (R$ 277,418) lower than EBITDA in the same quarter of 2012.
33
Regulatory Assets and Liabilities
Regulatory Assets and Liabilities are no longer accounted for, in accordance with the pronouncements issued by the Accounting Pronouncements Committee (CPC) and International Financial Reporting Standards (IFRS). If they were recorded, there would be a positive impact on EBITDA of R$ 26 million in the 2nd quarter of 2013 (R$ 126 million in the same quarter of 2012) and R$ 19 million on Net Income (R$ 81 million in the same quarter of 2012). The amounts relating to the deferral of regulatory assets and liabilities will be passed on to the tariffs in the next tariff readjustment, through the financial components. The amounts relating to amortization of these are reflected in the tariffs of each period.
34
COMMENTS ON THE PERFORMANCE OF SUBSIDIARIES/ASSOCIATES
Subsidiary/Associate: Companhia Paulista de Força e Luz - CPFL
The subsidiary Companhia Paulista de Força e Luz - CPFL is a publicly quoted corporation, and its individual comments on performance are provided in its Interim Financial Statements - ITR, at June 30, 2013, filed with the CVM – Comissão de Valores Mobiliários.
Subsidiary/Associate: CPFL Geração de Energia S.A.
The subsidiary CPFL Geração de Energia S/A is a publicly quoted corporation, and its individual and consolidated comments on performance are provided in its Interim Financial Statements - ITR, at June 30, 2013, filed with the CVM – Comissão de Valores Mobiliários.
Subsidiary/Associate: Companhia Piratininga de Força e Luz
The subsidiary Companhia Piratininga de Força e Luz is a publicly quoted corporation, and its comments on performance are provided in its Interim Financial Statements - ITR, at June 30, 2013, filed with the CVM – Comissão de Valores Mobiliários.
Subsidiary/Associate: Rio Grande Energia S.A.
The subsidiary Rio Grande Energia S/A is a publicly quoted corporation, and its individual and consolidated comments on performance are provided in its Interim Financial Statements - ITR, at June 30, 2013, filed with the CVM – Comissão de Valores Mobiliários.
35
Subsidiary/Associate: CPFL Commercialization Brasil S.A.
Consolidated | |||||||||||
2nd quarter |
1st semester | ||||||||||
2013 |
2012 |
% |
2013 |
2012 |
% | ||||||
Operating revenues |
558,938 |
471,210 |
18.6% |
1,162,157 |
886,992 |
31.0% | |||||
Electricity sales to final consumers (*) |
226,986 |
197,539 |
14.9% |
447,480 |
377,339 |
18.6% | |||||
Electricity sales to wholesaler´s |
331,659 |
272,585 |
21.7% |
713,680 |
481,482 |
48.2% | |||||
Other operating revenues (*) |
294 |
1,087 |
-73.0% |
997 |
28,170 |
-96.5% | |||||
Deductions from operating revenues |
(64,252) |
(57,440) |
11.9% |
(132,968) |
(107,711) |
23.4% | |||||
Net operating revenue |
494,686 |
413,770 |
19.6% |
1,029,188 |
779,280 |
32.1% | |||||
Cost of eletric energy |
(490,368) |
(365,374) |
34.2% |
(994,388) |
(651,438) |
52.6% | |||||
Electricity purchased for resale |
(489,560) |
(365,374) |
34.0% |
(993,550) |
(651,438) |
52.5% | |||||
Electricity network usage charges |
(807) |
- |
0.0% |
(838) |
- |
0.0% | |||||
Operating cost/expense |
(10,568) |
(11,792) |
-10.4% |
(19,962) |
(21,105) |
-5.4% | |||||
Personnel |
(6,100) |
(4,589) |
32.9% |
(10,525) |
(8,706) |
20.9% | |||||
Materials |
(65) |
(227) |
-71.3% |
(129) |
(452) |
-71.4% | |||||
Outside services |
(2,082) |
(3,632) |
-42.7% |
(4,273) |
(6,953) |
-38.5% | |||||
Depreciation and amortization |
(982) |
(684) |
43.7% |
(1,949) |
(1,211) |
60.9% | |||||
Other |
(1,339) |
(2,660) |
-49.7% |
(3,085) |
(3,782) |
-18.4% | |||||
Income from electric energy service |
(6,250) |
36,604 |
-117.1% |
14,839 |
106,738 |
-86.1% | |||||
Financial income (expense) |
1,416 |
(24,719) |
-105.7% |
4,925 |
(54,911) |
-109.0% | |||||
Income |
6,751 |
9,016 |
-25.1% |
14,994 |
17,033 |
-12.0% | |||||
Expense |
(5,335) |
(33,735) |
-84.2% |
(10,069) |
(71,944) |
-86.0% | |||||
Equity in subsidiaries |
- |
(491) |
-100.0% |
- |
2,537 |
-100.0% | |||||
Income before taxes |
(4,834) |
11,393 |
-142.4% |
19,763 |
54,364 |
-63.6% | |||||
Social contribution |
404 |
(1,144) |
-135.3% |
(1,848) |
(4,762) |
-61.2% | |||||
Income tax |
986 |
(3,118) |
-131.6% |
(5,270) |
(13,079) |
-59.7% | |||||
Net income / (loss) |
(3,445) |
7,131 |
-148.3% |
12,645 |
36,522 |
-65.4% | |||||
EBITDA |
(5,268) |
36,796 |
-114.3% |
16,788 |
110,486 |
-84.8% | |||||
Net income for the period and EBITDA reconciliation |
|
|
|
|
|
|
|
|
|
| |
Net income for the period |
(3,445) |
7,131 |
12,645 |
36,522 |
| ||||||
Depreciation and amortization |
982 |
684 |
1,949 |
1,211 |
| ||||||
Financial income (expense) |
(1,416) |
24,719 |
(4,925) |
54,911 |
| ||||||
Social Contribution |
(404) |
1,144 |
1,848 |
4,762 |
| ||||||
Income tax |
(986) |
3,118 |
5,270 |
13,079 |
| ||||||
EBITDA |
(5,268) |
36,796 |
16,788 |
110,486 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
Gross Revenue
Gross Revenue in 2Q13 was R$ 558,938, up R$ 96,436 (20.9%) in relation to the same quarter of 2012. This increase is explained by:
· Energy Supply: an increase of R$ 29,448, due to the increase of 271 GWh (R$ 43,826), in the quantity sold, and a reduction of 6% (R$ 14,378) in the average selling price;
· Energy Purchased: an increase of R$ 59,074 due to the increase of 29.8% (R$ 76,076) in the average selling price and a reduction of 138 GWh (R$ 17,002) in the quantity sold; and
· Other Income: an increase of R$ 7,915 on account of the transfer of revenue of R$ 8,364 from the accounts collection business to CPFL Total in the 2nd quarter of 2012.
Cost of Electric Energy
The cost of electric energy in 2Q13 was R$ 490,368, up R$ 124,993 (34.2% on the same quarter of 2012. This increase is primarily due to the increase of 29% (R$ 110,009) in the average purchase price and of 133 GWh (R$ 14,177) in the amount purchased, as well as recognition in the 2nd quarter of 2013 of the system service charges - ESS in relation to the output of R$ 807 of the thermoelectric plants.
36
Operating Expense
Operating expense in 2Q13 was R$ 10,568, down R$ 1,224 (10.4%) on the same quarter of 2012.
The decrease is primarily due to termination of advertising, rental and other expense as a result of transfer of the collection and autoproduction businesses to CPFL Total and CPFL Serviços, respectively.
Financial income (expense)
Net financial income of R$ 1,416 was recorded in 2Q13, up R$ 26,135 on the same quarter of 2012. This increase is explained mainly by interest of R$ 27,221 on debt charges of debentures recognized in 2Q13, which had no corresponding item in the quarter due to the transfer of this debt to CPFL Geração in 1Q13. This was partially offset by a decrease of R$ 1,378 in income from short-term investments.
A loss of R$ 3,445 was recorded in 2Q13, compared with net income of R$ 7,131 in the same quarter of 2013, a negative effect of R$ 10,576 (148.3%).
Negative EBITDA (net Income before financial income (expense), income tax and social contribution, depreciation and amortization) of R$ 5,268 was recorded for 2Q13, 114,3% less than the positive EBITDA of R$ 36,796 recorded in the same quarter of 2012 (unaudited).
37
CPFL ENERGIA S.A.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
AT JUNE 30, 2013
(Amounts stated in thousands of Brazilian reais, except where otherwise indicated)
CPFL Energia S.A. | |||||||
Balance sheets as of June 30, 2013 and December 31, 2012 | |||||||
(In thousands of Brazilian reais – R$) | |||||||
Parent company |
Consolidated | ||||||
ASSETS |
June 30, 2013 |
December 31, 2012 |
June 30, 2013 |
December 31, 2012 | |||
Current assets |
|||||||
Cash and cash equivalents (note 5) |
1,650,873 |
141,835 |
5,419,584 |
2,435,034 | |||
Consumers, concessionaires and licensees (note 6) |
- |
- |
1,854,716 |
2,205,024 | |||
Dividends and interest on shareholders´ equity (note 11) |
701,788 |
401,473 |
47,889 |
55,033 | |||
Financial investments |
- |
3,939 |
6,891 |
6,100 | |||
Recoverable taxes (note 7) |
37,983 |
25,311 |
308,468 |
250,987 | |||
Derivatives (note 32) |
235 |
540 |
845 |
870 | |||
Materials and supplies |
- |
- |
21,254 |
36,826 | |||
Leases |
- |
- |
10,305 |
9,740 | |||
Financial asset of concession (note 9) |
- |
- |
34,444 |
34,444 | |||
Other credits (note 10) |
2,843 |
1,813 |
626,566 |
510,880 | |||
Total current assets |
2,393,722 |
|
574,911 |
8,330,962 |
5,544,938 | ||
Noncurrent assets |
|||||||
Consumers, concessionaires and licensees (note 6) |
- |
- |
159,171 |
161,658 | |||
Due from related parties |
- |
- |
81,151 |
- | |||
Escrow deposits (note 20) |
12,919 |
12,579 |
1,071,169 |
1,125,339 | |||
Recoverable taxes (note 7) |
- |
- |
186,495 |
206,653 | |||
Derivatives (note 32) |
16 |
71 |
538,630 |
486,438 | |||
Deferred taxes credits (note 8) |
172,611 |
177,411 |
1,264,823 |
1,257,787 | |||
Advance for future capital increase |
1,055 |
55 |
- |
- | |||
Leases |
- |
- |
35,297 |
31,703 | |||
Financial asset of concession (note 9) |
- |
- |
2,471,303 |
2,342,796 | |||
Investment at cost |
- |
- |
116,654 |
116,654 | |||
Other credits (note 10) |
15,246 |
13,365 |
313,464 |
343,814 | |||
Investment (note 11) |
5,821,670 |
5,988,616 |
1,021,569 |
1,006,771 | |||
Property, plant and equipment (note 12) |
949 |
687 |
7,553,955 |
7,104,060 | |||
Intangible assets (note 13) |
52 |
74 |
9,031,645 |
9,195,667 | |||
Total non current assets |
6,024,517 |
|
6,192,858 |
23,845,326 |
23,379,341 | ||
Total assets |
8,418,239 |
|
6,767,769 |
32,176,288 |
28,924,279 |
The accompanying notes are an integral part of these financial statements.
38
CPFL Energia S.A. Balance sheets as of June 30, 2013 and December 31, 2012 (In thousands of Brazilian reais – R$) | |||||||
Parent company |
Consolidated | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
June 30, 2013 |
December 31, 2012 |
June 30, 2013 |
December 31, 2012 | |||
Current liabilities |
|||||||
Suppliers (note 14) |
742 |
1,283 |
1,612,030 |
1,689,137 | |||
Accrued interest on debts (note 15) |
- |
- |
141,644 |
138,293 | |||
Accrued interest on debentures (note 16) |
17,224 |
7,082 |
153,383 |
94,825 | |||
Loans and financing (note 15) |
- |
- |
2,410,456 |
1,419,034 | |||
Debentures (note 16) |
150,000 |
150,000 |
310,680 |
310,149 | |||
Prepaid post-employment benefit obligation (note 17) |
- |
- |
56,951 |
51,675 | |||
Regulatory charges (note 18) |
- |
- |
32,076 |
110,776 | |||
Taxes and social contributions payable (note 19) |
19,318 |
453 |
366,904 |
430,472 | |||
Dividends and interest on equity |
16,601 |
16,856 |
16,911 |
26,542 | |||
Accrued liabilities |
80 |
29 |
95,250 |
71,725 | |||
Derivatives (note 32) |
- |
- |
- |
109 | |||
Use of public utilities (note 21) |
- |
- |
3,609 |
3,443 | |||
Other accounts payable (note 22) |
19,149 |
19,457 |
880,358 |
|
623,267 | ||
Total current liabilities |
223,114 |
195,159 |
6,080,253 |
4,969,447 | |||
Noncurrent liabilities |
|||||||
Suppliers (note 14) |
- |
- |
- |
4,467 | |||
Accrued interest on debts (note 15) |
- |
- |
44,681 |
62,271 | |||
Loans and financing (note 15) |
- |
- |
7,674,241 |
7,658,196 | |||
Debentures (note 16) |
1,437,174 |
150,000 |
7,965,889 |
5,790,263 | |||
Prepaid post-employment benefit obligation (note 17) |
- |
- |
331,154 |
831,184 | |||
Deferred taxes debits (note 8) |
- |
- |
1,137,321 |
1,155,733 | |||
Reserve for tax, civil and labor risks (note 20) |
13,044 |
12,524 |
534,964 |
349,094 | |||
Derivatives (note 32) |
- |
- |
740 |
336 | |||
Use of public utilities (note 21) |
- |
- |
77,088 |
76,371 | |||
Other accounts payable (note 22) |
30,289 |
29,358 |
130,200 |
135,788 | |||
Total noncurrent liabilities |
1,480,506 |
|
191,882 |
17,896,278 |
|
16,063,703 | |
Shareholdes' equity (note 23) |
|||||||
Capital |
4,793,424 |
4,793,424 |
4,793,424 |
4,793,424 | |||
Capital reserves |
228,322 |
228,322 |
228,322 |
228,322 | |||
Legal reserves |
556,481 |
556,481 |
556,481 |
556,481 | |||
Earnings retained for investment |
- |
326,899 |
- |
326,899 | |||
Statutory reserve - financial asset of concession |
262,736 |
- |
262,736 |
- | |||
Dividend |
- |
455,906 |
- |
455,906 | |||
Other comprehensive income |
510,607 |
19,695 |
510,607 |
19,695 | |||
6,714,620 |
|
6,380,728 |
6,714,620 |
|
6,380,728 | ||
Net equity attributable to noncontrolling shareholders |
- |
- |
1,485,138 |
1,510,401 | |||
Total shareholders' equity |
6,714,620 |
6,380,728 |
8,199,758 |
7,891,129 | |||
Total liabilities and shareholders' equity |
8,418,239 |
|
6,767,769 |
32,176,288 |
|
28,924,279 |
The accompanying notes are an integral part of these financial statements.
39
CPFL Energia S.A. | |||||||||||||||
Statement of income for the periods ended on June 30, 2013 and 2012 | |||||||||||||||
(in thousands of Brazilian Reais, except for earnings per share) | |||||||||||||||
Parent company |
Consolidated | ||||||||||||||
2013 |
2012 restated |
2013 |
2012 restated | ||||||||||||
2nd quarter |
1st semester |
2nd quarter |
1st semester |
2nd quarter |
1st semester |
2nd quarter |
1st semester | ||||||||
Net operating revenue (note 25) |
20 |
50 |
21 |
22 |
3,598,342 |
7,313,769 |
3,503,167 |
6,895,350 | |||||||
Cost of electric energy services |
|||||||||||||||
Cost of electric energy services (note 26) |
- |
- |
- |
- |
(2,152,651) |
(4,053,763) |
(2,010,491) |
(3,794,273) | |||||||
Operating cost (note 27) |
- |
- |
- |
- |
(363,655) |
(738,255) |
(336,197) |
(615,970) | |||||||
Services rendered to third parties (note 27) |
- |
- |
- |
- |
(259,817) |
(519,610) |
(323,362) |
(593,396) | |||||||
|
|
|
|
|
|
|
| ||||||||
Gross operating income |
20 |
50 |
21 |
22 |
822,219 |
2,002,140 |
833,116 |
1,891,711 | |||||||
Operating expenses (note 27) |
|||||||||||||||
Sales expenses |
- |
- |
- |
- |
(105,009) |
(207,730) |
(99,211) |
(192,241) | |||||||
General and administrative expenses |
(5,949) |
(10,860) |
(5,762) |
(11,827) |
(400,211) |
(601,509) |
(139,414) |
(277,204) | |||||||
Other operating expense |
- |
- |
(30) |
(31) |
(93,715) |
(181,805) |
(76,894) |
(149,615) | |||||||
|
|
|
|
|
|
|
| ||||||||
Income from electric energy service |
(5,929) |
(10,810) |
(5,772) |
(11,836) |
223,284 |
1,011,096 |
517,598 |
1,272,651 | |||||||
Interest in subsidiaries (note 11) |
(88,761) |
323,083 |
288,125 |
690,133 |
27,397 |
33,654 |
21,492 |
57,687 | |||||||
Financial income (expense) (note 28) |
|||||||||||||||
Income |
(1,041) |
2,823 |
(938) |
15,476 |
120,581 |
249,263 |
157,865 |
298,216 | |||||||
Expense |
(7,897) |
(13,405) |
(10,061) |
(21,934) |
(535,617) |
(807,947) |
(310,105) |
(617,617) | |||||||
(8,938) |
(10,582) |
(10,999) |
(6,459) |
(415,036) |
(558,684) |
(152,240) |
(319,401) | ||||||||
Income before taxes |
(103,628) |
301,691 |
271,353 |
671,838 |
(164,354) |
486,066 |
386,849 |
1,010,937 | |||||||
Social contribution (note 8) |
(3,651) |
(3,590) |
(6,894) |
(6,955) |
8,923 |
(57,423) |
(37,416) |
(94,531) | |||||||
Income tax (note 8) |
(13,632) |
(13,425) |
(22,890) |
(22,999) |
21,364 |
(157,408) |
(103,570) |
(257,935) | |||||||
(17,283) |
(17,015) |
(29,784) |
(29,954) |
30,287 |
(214,831) |
(140,986) |
(352,466) | ||||||||
Net income |
(120,911) |
284,676 |
241,569 |
641,884 |
(134,067) |
271,235 |
245,863 |
658,471 | |||||||
Net income/(loss) attributable to controlling shareholders |
(120,911) |
284,676 |
241,569 |
641,884 | |||||||||||
Net income/(loss) attributable to noncontrolling shareholders |
(13,156) |
(13,441) |
4,295 |
16,587 | |||||||||||
Net income/(loss) per share - Basic (note 24) - R$ |
(0.13) |
0.30 |
0.25 |
0.67 |
(0.13) |
0.30 |
0.25 |
0.67 | |||||||
Net income/(loss) per share - Diluted (note 24) - R$ |
(0.13) |
0.29 |
0.25 |
0.66 |
(0.13) |
0.29 |
0.25 |
0.66 |
The accompanying notes are an integral part of these financial statements.
40
CPFL Energia S.A. | ||||||||
Statement of comprehensive income for the periods ended on June 30, 2103 and 2012 | ||||||||
(In thousands of Brazilian reais – R$) | ||||||||
Parent company | ||||||||
2013 |
|
2012 restated | ||||||
2nd quarter |
1st semester |
2nd quarter |
1st semester | |||||
Net income |
(120,911) |
284,676 |
241,569 |
641,884 | ||||
Equity on comprehensive income of subsidiaries |
502,927 |
502,927 |
- |
- | ||||
Comprehensive income |
382,016 |
787,603 |
241,569 |
641,884 | ||||
Consolidated | ||||||||
2013 |
|
2012 restated | ||||||
2nd quarter |
1st semester |
2nd quarter |
1st semester | |||||
Net income |
(134,067) |
271,235 |
245,863 |
658,471 | ||||
Other comprehensive income: |
||||||||
- Actuarial gain |
502,927 |
502,927 |
||||||
Comprehensive income |
368,860 |
774,162 |
245,863 |
658,471 | ||||
Comprehensive income attributable to controlling shareholders |
382,016 |
787,603 |
241,569 |
641,884 | ||||
Comprehensive income attributable to non controlling shareholders |
(13,156) |
(13,441) |
4,294 |
16,587 |
The accompanying notes are an integral part of these financial statements.
41
CPFL Energia S.A. | |||||||||||||||||||||||||
Statement of changes in shareholders' equity for the semester ended on June 30, 2013 | |||||||||||||||||||||||||
( In thousands of Brazilian reais – R$ ) | |||||||||||||||||||||||||
Noncontrolling shareholders' interest |
|||||||||||||||||||||||||
Profit reserve |
Other comprehensive income |
||||||||||||||||||||||||
Capital |
Capital reserve |
Legal reserve |
Earnings retained for investment |
Statutory reserve - financial asset of concession |
Dividend |
Deemed cost |
Prepaid post-employment benefit |
Retained earnings (losses) |
Total |
Other comprehensive income |
Other equity |
Total Shareholders' equity | |||||||||||||
|
|||||||||||||||||||||||||
Balance as of December 31, 2012 restated |
4,793,424 |
228,322 |
556,481 |
326,899 |
- |
455,906 |
535,627 |
(515,932) |
- |
6,380,728 |
19,741 |
1,490,660 |
7,891,129 | ||||||||||||
Total comprehensive income |
- | ||||||||||||||||||||||||
Net income |
- |
- |
- |
- |
- |
- |
- |
- |
284,676 |
284,676 |
- |
(13,441) |
271,235 | ||||||||||||
Comprehensive income - Actuarial gain |
- |
- |
- |
- |
- |
- |
- |
502,927 |
- |
502,927 |
- |
- |
502,929 | ||||||||||||
|
- |
||||||||||||||||||||||||
Internal changes of shareholders' equity |
- |
||||||||||||||||||||||||
Realization of deemed cost of fixed assets |
- |
- |
- |
- |
- |
- |
(18,208) |
- |
18,208 |
- |
189 |
(189) |
- | ||||||||||||
Tax on deemed cost realization |
- |
- |
- |
- |
- |
- |
6,191 |
- |
(6,191) |
- |
(64) |
64 |
- | ||||||||||||
Transfer to statutory reserve |
- |
- |
- |
(326,899) |
326,899 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||||||||
Statutory reserve in the period |
- |
- |
- |
- |
(64,164) |
- |
- |
- |
64,164 |
- |
- |
- |
- | ||||||||||||
Other changes of noncontrolling shareholders |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(23) |
(23) | ||||||||||||
|
- |
- | |||||||||||||||||||||||
Capital transactions with the shareholders |
- |
- | |||||||||||||||||||||||
Prescribed dividend |
- |
- |
- |
- |
- |
- |
- |
- |
2,192 |
2,192 |
- |
- |
2,192 | ||||||||||||
Additional dividend aproved |
- |
- |
- |
- |
- |
(455,906) |
- |
- |
- |
(455,906) |
- |
(11,799) |
(467,703) | ||||||||||||
- | |||||||||||||||||||||||||
Balance as of June 30, 2013 |
4,793,424 |
228,322 |
556,481 |
- |
262,736 |
- |
523,610 |
(13,005) |
363,049 |
6,714,620 |
19,866 |
1,465,272 |
8,199,758 | ||||||||||||
CPFL Energia S.A. | |||||||||||||||||||||
Statement of changes in shareholders' equity for the semester ended on June 30, 2012 | |||||||||||||||||||||
( In thousands of Brazilian reais – R$ ) | |||||||||||||||||||||
Profit reserve |
Other comprehensive income |
Noncontrolling shareholders' interest |
|||||||||||||||||||
Capital |
Capital reserve |
Legal reserve |
Dividend |
Deemed cost |
Prepaid post-employment benefit |
Retained earnings (losses) |
Total |
Other comprehensive income |
Other equity |
Total Shareholders' equity | |||||||||||
|
|||||||||||||||||||||
Balance as of January 1, 2012 restated |
4,793,424 |
229,956 |
495,185 |
758,470 |
563,005 |
109,373 |
227,118 |
7,176,531 |
20,679 |
1,464,673 |
8,661,883 | ||||||||||
Total comprehensive income |
|||||||||||||||||||||
Net income restated |
- |
- |
- |
- |
- |
- |
641,884 |
641,884 |
- |
16,587 |
658,471 | ||||||||||
Internal changes of shareholders' equity |
|||||||||||||||||||||
Realization of deemed cost of fixed assets |
- |
- |
- |
- |
(21,352) |
- |
21,352 |
- |
(739) |
739 |
- | ||||||||||
Tax on deemed cost realization |
- |
- |
- |
- |
7,260 |
- |
(7,260) |
- |
251 |
(251) |
- | ||||||||||
Other changes of noncontrolling shareholders' |
- |
- |
- |
- |
- |
- |
- |
- |
- |
265 |
265 | ||||||||||
Capital transactions with the shareholders |
|||||||||||||||||||||
Prescribed dividend |
- |
- |
- |
- |
- |
- |
2,020 |
2,020 |
- |
- |
2,020 | ||||||||||
Additional dividend aproved |
- |
- |
- |
(758,470) |
- |
- |
- |
(758,470) |
- |
(4,701) |
(763,171) | ||||||||||
Payment of capital of noncontrolling shareholders in subsidiaries |
- |
- |
- |
- |
- |
- |
- |
- |
- |
3,558 |
3,558 | ||||||||||
Business combination - CPFL Renováveis |
- |
(3,005) |
- |
- |
- |
- |
- |
(3,005) |
- |
4,481 |
1,476 | ||||||||||
Balance as of june 30, 2012 restated |
4,793,424 |
226,951 |
495,185 |
- |
548,913 |
109,373 |
885,114 |
7,058,960 |
20,191 |
1,485,351 |
8,564,502 |
The accompanying notes are an integral part of these financial statements.
42
CPFL Energia S/A | |||||||
Statement of cash flow for the periods ended on June 30, 2013 and 2012 | |||||||
In thousands of Brazilian reais – R$ | |||||||
Parent company |
Consolidated | ||||||
June 30, 2013 |
June 30, 2012 restated |
June 30, 2013 |
June 30, 2012 restated | ||||
OPERATING CASH FLOW |
|||||||
Income for the period, before income tax and social contribution |
301,691 |
671,838 |
486,066 |
1,010,938 | |||
ADJUSTMENT TO RECONCILE INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES |
|||||||
Depreciation and amortization |
36 |
34 |
525,839 |
441,616 | |||
Provision for tax, civil, labor and environmental risks |
199 |
- |
222,076 |
14,492 | |||
Allowance for doubtful accounts |
- |
- |
50,574 |
43,148 | |||
Interest and monetary adjustment |
11,281 |
18,060 |
644,336 |
475,898 | |||
Post-employment benefit expense |
- |
- |
41,060 |
16,667 | |||
Equity in subsidiaries |
(323,083) |
(690,133) |
(33,654) |
(57,687) | |||
Losses on the write-off of noncurrent assets |
- |
- |
18,260 |
11,868 | |||
Deferred taxes (PIS and COFINS) |
- |
- |
17,965 |
(20,623) | |||
Other |
- |
- |
475 |
(7,969) | |||
(9,876) |
(201) |
1,972,997 |
1,928,348 | ||||
DECREASE (INCREASE) IN OPERATING ASSETS |
|||||||
Consumers, concessionaires and licensees |
- |
- |
303,374 |
(54,092) | |||
Dividend and interest on equity received |
681,777 |
268,239 |
26,000 |
33,693 | |||
Recoverable taxes |
(1,655) |
(6,254) |
(11,484) |
(14,235) | |||
Lease |
- |
- |
(286) |
1,820 | |||
Escrow deposits |
(18) |
(14) |
74,980 |
(44,593) | |||
Resources provided by the Energy Development Account - CDE |
- |
- |
(78,053) |
- | |||
Other operating assets |
(2,912) |
1,541 |
(55,223) |
(105,728) | |||
INCREASE (DECREASE) IN OPERATING LIABILITIES |
|||||||
Suppliers |
(541) |
30 |
(81,574) |
161,985 | |||
Other taxes and social contributions |
6,650 |
9,832 |
(13,779) |
(107,170) | |||
Other liabilities with employee pension plans |
- |
(39,585) |
(30,338) | ||||
Regulatory charges |
- |
(78,700) |
(12,252) | ||||
Reserve for tax, civil and labor risks paid |
- |
(38,281) |
(27,639) | ||||
Advance Eletrobrás - Resources provided by the CDE |
- |
245,224 |
- | ||||
Other operating liabilities |
674 |
206 |
35,406 |
(7,822) | |||
CASH FLOWS PROVIDED BY OPERATIONS |
674,099 |
273,379 |
2,261,016 |
1,721,977 | |||
Interests paid |
(2,437) |
(24,956) |
(449,450) |
(421,069) | |||
Income tax and social contribution paid |
- |
(140) |
(325,791) |
(361,145) | |||
NET CASH FROM OPERATING ACTIVITIES |
671,662 |
248,283 |
1,485,775 |
939,764 | |||
INVESTING ACTIVITIES |
|||||||
Acquisition of subsidiaries net of cash acquired |
- |
- |
- |
(739,267) | |||
Capital increase in investments |
(1) |
(19,006) |
- |
- | |||
Increase in property, plant and equipment |
(275) |
(190) |
(581,201) |
(654,808) | |||
Financial investments, pledges, funds and tied deposits |
4,710 |
23,322 |
47,080 |
(49,745) | |||
Lease |
- |
- |
- |
(3,360) | |||
Additions to intangible assets |
- |
- |
(448,398) |
(611,940) | |||
Advance for capital increase |
(1,000) |
- |
- |
- | |||
Intercompany loans with subsidiaries and associated companies |
514 |
(1,544) |
(79,880) |
- | |||
Other |
(1) |
- |
(129) |
(4,454) | |||
|
|
|
| ||||
NET CASH FLOW USED IN INVESTING ACTIVITIES |
3,947 |
2,582 |
(1,062,528) |
(2,063,574) | |||
FINANCING ACTIVITIES |
|||||||
Loans, financing and debentures obtained |
1,287,174 |
- |
3,896,982 |
1,576,611 | |||
Payments of loans, financing and debentures, net of derivatives |
223 |
- |
(860,537) |
(393,186) | |||
Payments of dividend and interest on shareholders’ equity |
(453,968) |
(756,080) |
(475,143) |
(764,719) | |||
NET CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES |
833,429 |
(756,080) |
2,561,302 |
418,706 | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
1,509,038 |
(505,215) |
2,984,549 |
(705,104) | |||
OPENING BALANCE OF CASH AND CASH EQUIVALENTS |
141,835 |
549,189 |
2,435,034 |
2,663,426 | |||
CLOSING BALANCE OF CASH AND CASH EQUIVALENTS |
1,650,873 |
43,974 |
5,419,584 |
1,958,322 |
The accompanying notes are an integral part of these financial statements.
43
CPFL Energia S.A. | |||||||
Added value statements of income for the semesters ended on June 30, 2013 and 2012 | |||||||
(in thousands of Brazilian Reais) | |||||||
Parent company |
Consolidated | ||||||
1st semester |
1st semester 2012 restated |
1st semester |
1st semester 2012 restated | ||||
1. Revenues |
330 |
24 |
10,301,398 |
10,170,622 | |||
1.1 Operating revenues |
55 |
24 |
9,225,456 |
9,473,589 | |||
1.2 Revenues related to the construction of own assets |
275 |
- |
608,689 |
149,131 | |||
1.3 Revenue from infrastructure construction |
- |
- |
517,827 |
591,051 | |||
1.4 Allowance of doubtful accounts |
- |
- |
(50,574) |
(43,148) | |||
2. (-) Inputs |
(4,491) |
(5,881) |
(6,352,787) |
(5,350,302) | |||
2.1 Electricity purchased for resale |
- |
- |
(4,510,245) |
(4,210,418) | |||
2.2 Material |
(280) |
(143) |
(332,634) |
(414,523) | |||
2.3 Outsourced Services |
(2,391) |
(3,117) |
(453,804) |
(578,086) | |||
2.4 Other |
(1,820) |
(2,621) |
(1,056,104) |
(147,275) | |||
3. Gross added value (1 + 2) |
(4,161) |
(5,857) |
3,948,611 |
4,820,320 | |||
4. Retentions |
(36) |
(33) |
(526,925) |
(446,311) | |||
4.1 Depreciation and amortization |
(36) |
(33) |
(377,504) |
(311,585) | |||
4.2 Amortization of intangible assets |
- |
- |
(149,421) |
(134,726) | |||
5. Net added value generated (3 + 4) |
(4,197) |
(5,890) |
3,421,686 |
4,374,008 | |||
6. Added value received in transfer |
332,620 |
715,540 |
289,632 |
365,834 | |||
6.1 Financial Income |
9,537 |
25,407 |
255,979 |
308,147 | |||
6.2 Equity in Subsidiaries |
323,083 |
690,133 |
33,654 |
57,687 | |||
7. Added value to be distributed (5 + 6) |
328,424 |
709,649 |
3,711,319 |
4,739,843 | |||
8. Distribution of added value |
328,424 |
709,649 |
3,711,319 |
4,739,843 | |||
8.1 Personnel and Charges |
5,319 |
4,992 |
384,826 |
325,571 | |||
8.1.1 Direct Remuneration |
3,912 |
2,950 |
236,476 |
203,079 | |||
8.1.2 Benefits |
935 |
1,767 |
130,398 |
103,533 | |||
8.1.3 Government severance indemnity fund for employees - F.G.T.S. |
472 |
275 |
17,951 |
18,960 | |||
8.2 Taxes, Fees and Contributions |
24,982 |
40,781 |
2,226,427 |
3,125,000 | |||
8.2.1 Federal |
24,961 |
40,777 |
764,987 |
1,549,557 | |||
8.2.2 Estate |
20 |
4 |
1,455,227 |
1,567,518 | |||
8.2.3 Municipal |
- |
- |
6,214 |
7,926 | |||
8.3 Interest and Rentals |
13,447 |
21,992 |
828,831 |
630,800 | |||
8.3.1 Interest |
13,385 |
21,933 |
810,180 |
613,892 | |||
8.3.2 Rental |
63 |
59 |
18,651 |
16,908 | |||
8.4 Interest on capital |
284,676 |
641,884 |
271,235 |
658,471 | |||
8.4.1 Retained Earnings |
284,676 |
641,884 |
271,235 |
658,471 |
The accompanying notes are an integral part of these financial statements.
44
( 1 ) OPERATIONS
CPFL Energia S.A. (“CPFL Energia” or “Company”) is a publicly quoted corporation incorporated for the principal purpose of acting as a holding company, participating in the capital of other companies primarily dedicated to electric energy distribution, generation and sales activities in Brazil.
The Company’s headquarters are located at Rua Gomes de Carvalho, 1510 - 14º floor - Room 142 - Vila Olímpia - São Paulo - SP - Brasil.
The Company has direct and indirect interests in the following operational subsidiaries (information on the concession area, number of consumers, energy production capacity and associated data not reviewed by the independent auditors):
Energy distribution |
Company Type |
Equity Interest |
Consolidation criteria |
Location (State) |
Number of municipalities |
Approximate number of consumers (in thousands) |
Concession term |
End of the concession | ||||||||
Companhia Paulista de Força e Luz ("CPFL Paulista") |
Publicly-quoted corporation |
Direct |
Full |
Interior of São Paulo |
234 |
3,941 |
30 years |
November 2027 | ||||||||
Companhia Piratininga de Força e Luz ("CPFL Piratininga") |
Publicly-quoted corporation |
Direct |
Full |
Interior of São Paulo |
27 |
1,551 |
30 years |
October 2028 | ||||||||
Rio Grande Energia S.A. ("RGE") |
Publicly-quoted corporation |
Direct |
Full |
Interior of Rio Grande do Sul |
253 |
1,377 |
30 years |
November 2027 | ||||||||
Companhia Luz e Força Santa Cruz ("CPFL Santa Cruz") |
Private corporation |
Direct |
Full |
Interior of São Paulo and Paraná |
27 |
194 |
16 years |
July 2015 | ||||||||
Companhia Leste Paulista de Energia ("CPFL Leste Paulista") |
Private corporation |
Direct |
Full |
Interior of São Paulo |
7 |
54 |
16 years |
July 2015 | ||||||||
Companhia Jaguari de Energia ("CPFL Jaguari") |
Private corporation |
Direct |
Full |
Interior of São Paulo |
2 |
36 |
16 years |
July 2015 | ||||||||
Companhia Sul Paulista de Energia ("CPFL Sul Paulista") |
Private corporation |
Direct |
Full |
Interior of São Paulo |
5 |
79 |
16 years |
July 2015 | ||||||||
Companhia Luz e Força de Mococa ("CPFL Mococa") |
Private corporation |
Direct |
Full |
Interior of São Paulo and Minas Gerais |
4 |
43 |
16 years |
July 2015 |
45
Installed power | ||||||||||||||
Energy generation |
Company Type |
Equity Interest |
Consolidation criteria |
Location (State) |
Number of plants / type of energy |
Total |
CPFL participation | |||||||
CPFL Geração de Energia S.A. |
Publicly-quoted corporation |
Direct |
Full |
São Paulo, Goiás and Minas Gerais |
1 Hydroelectric, 2 SHPs (*) e 1 Thermal |
695 MW |
695 MW | |||||||
CERAN - Companhia Energética Rio das Antas |
Private corporation |
Indirect |
Full |
Rio Grande do Sul |
3 Hydroelectric |
360 MW |
234 MW | |||||||
Foz do Chapecó Energia S.A. |
Private corporation |
Indirect |
(d) |
Santa Catarina and |
1 Hydroelectric |
855 MW |
436 MW | |||||||
Campos Novos Energia S.A. |
Private corporation |
Indirect |
(d) |
Santa Catarina |
1 Hydroelectric |
880 MW |
429 MW | |||||||
BAESA - Energética Barra Grande S.A. |
Publicly-quoted corporation |
Indirect |
(d) |
Santa Catarina and |
1 Hydroelectric |
690 MW |
173 MW | |||||||
Centrais Elétricas da Paraíba S.A. |
Private corporation |
Indirect |
(d) |
Paraíba |
2 Thermals |
342 MW |
180 MW | |||||||
Paulista Lajeado Energia S.A. |
Private corporation |
Indirect |
Full |
Tocantins |
1 Hydroelectric |
903 MW |
63 MW | |||||||
CPFL Energias Renováveis S.A. |
Publicly-quoted corporation |
Indirect |
Full |
(c) |
(c) |
(c) |
(c) |
Commercialization of energy |
Company Type |
Core activity |
Equity Interest |
Consolidation criteria | ||||
CPFL Comercialização Brasil S.A. ("CPFL Brasil") |
Private corporation |
Energy commercialization |
Direct |
Full | ||||
Clion Assessoria e Comercialização de Energia Elétrica Ltda. |
Limited company |
Commercialization and provision of energy services |
Indirect |
Full | ||||
CPFL Comercialização Cone Sul S.A. ("CPFL Cone Sul") |
Private corporation |
Energy commercialization |
Indirect |
Full | ||||
CPFL Planalto Ltda. ("CPFL Planalto") |
Limited company |
Energy commercialization |
Direct |
Full | ||||
Services |
Company Type |
Core activity |
Equity Interest |
Consolidation criteria | ||||
CPFL Serviços, Equipamentos, Industria e Comércio S.A. |
Private corporation |
Manufacturing, commercialization, rental and maintenance of electro-mechanical equipment and service provision |
Direct |
Full | ||||
NECT Serviços Administrativos Ltda ("Nect") |
Limited company |
Provision of administrative services |
Direct |
Full | ||||
CPFL Atende Centro de Contatos e Atendimento Ltda. ("CPFL Atende") |
Limited company |
Provision of telephone answering services |
Direct |
Full | ||||
CPFL Total Serviços Administrativos Ltda. ("CPFL Total") |
Limited company |
Billing and collection services |
Direct |
Full | ||||
CPFL Telecom S.A ("CPFL Telecom") |
Private corporation |
Telecommunication services |
Direct |
Full | ||||
CPFL Transmissão Piracicaba S.A (e) |
Private corporation |
Energy trasmission |
Direct |
Full | ||||
Other |
Company Type |
Core activity |
Equity Interest |
Consolidation criteria | ||||
CPFL Jaguariúna Participações Ltda ("CPFL Jaguariuna") |
Limited company |
Venture capital company |
Direct |
Full | ||||
CPFL Jaguari de Geração de Energia Ltda ("Jaguari Geração") |
Limited company |
Venture capital company |
Direct |
Full | ||||
Chapecoense Geração S.A. ("Chapecoense") |
Private corporation |
Venture capital company |
Indirect |
(d) | ||||
Sul Geradora Participações S.A. |
Private corporation |
Venture capital company |
Indirect |
Full |
(a) SHP – Small Hydropower Plant
(b) Paulista Lajeado has a 7% participation in the installed power of Investco S.A.(5.93% interest in its capital).
(c) CPFL Renováveis has operations in São Paulo, Minas Gerais, Mato Grosso, Santa Catarina, Ceará, Rio Grande do Norte, Paraná and Rio Grande do Sul states and its main activities are: (i) holding investments in renewable generation sources; (ii) identification, development, and exploration of generation potential sources; and (iii) commercialization of electric energy. At June 30, 2013, CPFL Renováveis had a project portfolio of 1,735MW of installed capacity, as follows:
46
· Hydropower generation: 35 SHP’s operational (327MW);
· Wind power generation: 15 projects operational (555 MW) e 18 projects under construction (482 MW);
· Biomass power generation: 6 plants operations (270 MW) e 2 under construction (100 MW).
· Solar energy generation: 1 solar plant operational (1 MW)
(d) Due to changes in the accounting standards IFRS 11/CPC 19 (R2), as disclosed in Note 2.9, these companies are treated as joint arrangements and as from January 1, 2013 (and for comparative purpose for the balances of 2012) are no longer proportionally consolidated in the Company’s financial statements. Their assets, liabilities and results are accounted for using the equity method of accounting.
(e) CPFL Transmissão Piracicaba
In December 2012 the subsidiary CPFL Geração was the successful bidder in ANEEL Transmission Auction 007/2012 which provides for the construction and operation of a transmission line approximately 6.5 km long as well as a 440 KV substation located in the municipality of Piracicaba, State of São Paulo. This line will be connected to the grid of one of the CPFL Energia group distributors and the works will be carried out by the subsidiary CPFL Serviços, making the business feasible. CPFL Geração set up CPFL Transmissão Piracicaba S.A (“CPFL Transmissão”), exclusively to operate this concession.
( 2 ) PRESENTATION OF THE INTERIM FINANCIAL STATEMENTS
2.1 Basis of preparation
The individual (Parent Company) interim financial statements prepared in accordance with generally accepted accounting principles in Brazil, based on the guidelines provided by the Brazilian Committee on Accounting Pronouncements (Comitê de Pronunciamentos Contábeis - CPC) in particular, CPC 21(R1) – Interim Financial Statements and diverge from of the Separate Financial Statements which, under International Financial Reporting Standards – IFRS, must account for investments in subsidiaries, associates, and joint ventures at cost or fair value.
The consolidated financial statements were prepared in accordance with the Accounting Policies Adopted in Brazil and with the IFRS, issued by the International Accounting Standard Board – IASB were prepared and are presented in accordance with CPC 21(R1) and IAS 34.
The Company also follows the guidelines of the Accounting Manual of the Brazilian Electricity Sector and the standards laid down by the National Electric Energy Agency (Agência Nacional de Energia Elétrica – ANEEL), when these are not in conflict with the accounting policies adopted in Brazil and/or IFRS.
The accounting policies adopted in preparing these Interim Financial Statements are consistent with those adopted in December 31, 2012, except as mentioned in Notes 2.9, 3.1 and 3.2, and should be read together with those statements.
The consolidated financial statements were authorized for issue by the Board of Directors on July 31, 2013.
47
2.2 Basis of measurement
The interim financial statements have been prepared on the historic cost basis except for the following material items recorded in the balance sheets: i) derivative financial instruments measured at fair value, ii) financial instruments measured at fair value through profit or loss, iii) available-for-sale financial assets measured at fair value.
2.3 Use of estimates and judgments
The preparation of the interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
By definition, the resulting accounting estimates are rarely the same as the actual results. Accordingly, Company Management reviews the estimates and assumptions on an ongoing basis, based on previous experience and other relevant factors. Adjustments resulting from revisions to accounting estimates are recognized in the period in which the estimates are revised and applied prospectively.
Information about assumptions and estimate that are subject to a greater degree of uncertainty and involve the risk of resulting in a material adjustment if these assumptions and estimates suffer significant changes in subsequent periods is included in the following accounts:
· Note 6 – Consumers, concessionaire and licensees;
· Note 8 – Deferred tax credits and debits;
· Note 9 – Financial asset of concession;
· Note 10 – Other Credits (Allowance for doubtful accounts);
· Note 12 – Property, plant and equipment and recognition of impairment losses;
· Note 13 – Intangible assets and recognition of impairment losses;
· Note 17 – Post-employment Benefit Obligation;
· Note 20 – Reserve for tax, civil and labor risks and escrow deposits;
· Note 25 – Net operating revenues;
· Note 26 – Cost of electric energy;
· Note 32 – Financial instrument;
· Leasing;
· Provision to environmental costs.
2.4 Functional currency and presentation currency
The Company’s functional currency is the Brazilian Real, and the individual and consolidated financial statements are presented in thousands of reais. Figures are rounded only after addition of the amounts. Consequently, when added, the amounts shown in thousands of reais may not tally with the rounded totals.
2.5 Basis of consolidation:
(i) Business combinations
The Company measures goodwill as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the recognized amount of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.
48
(ii) Subsidiaries
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries taken into consideration in consolidation are aligned with the Company's accounting policies.
The financial information of subsidiaries and jointly controlled entities and of the associates is accounted for using the equity method.
The consolidated financial statements include the balances and transactions of the Company and its subsidiaries. The balances and transactions of assets, liabilities, income and expenses have been fully consolidated for owned subsidiaries. Prior to consolidation in the Company's financial statements, the financial statements of the subsidiaries CPFL Geração, CPFL Brasil, CPFL Jaguari Geração and CPFL Renováveis are fully consolidated with those of their parent companies.
Intra-group balances and transactions, and any income and expenses derived from these transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
In the case of subsidiaries, the portion relating to non-controlling shareholders is stated in equity and stated after profit or loss and comprehensive income in each period presented.
(iii) Acquisition of non-controlling interest
Accounted for as transactions between equity holders and therefore no goodwill is recognized as a result of such transactions.
2.6 Segment information
An operating segment is a component of the Company (i) that engages in operating activities from which it may earn revenues and incur expenses, (ii) whose operating results are regularly reviewed by Management to make decisions about resources to be allocated and assess the segment's performance, and (iii) for which discrete financial information is available.
Company Management bases strategic decisions on reports, segmenting the business: (i) electric energy distribution activities; (ii) electric energy generation activities from conventional sources; (iii) electric energy generation activities from renewable sources; (iv) energy commercialization; (v) service activities; and (vi) other activities not listed in the previous items.
Presentation of the operating segments includes items directly attributable to them, such as allocations required, including intangible assets.
2.7 Information on corporate interests
The interests directly or indirectly held by the Company in the subsidiaries and jointly-controlled entities are described in Note 1. Except for the (i) companies ENERCAN, BAESA, Chapecoense and EPASA which as from January 1, 2013 (and adjusted comparatively in 2012) are accounted for using the equity method of accounting and not consolidated proportionately (Note 3), and (ii) the investment in Investco S.A. recorded at cost by the subsidiary Paulista Lajeado, the other units are fully consolidated.
At June 30, 2013 and 2012, and December 31, 2012, the participation of non-controlling interests stated in the consolidated statements refers to the third-party interests in the subsidiaries CERAN, Paulista Lajeado and CPFL Renováveis.
49
2.8 Value added statements
The Company prepared individual and consolidated value added statements (“DVA”) in conformity with technical pronouncement CPC 09 - Value Added Statement, and these are presented as an integral part of the financial statements in accordance with generally accepted accounting principles in Brazil and as complementary information to the financial statements in accordance with IFRS, as the statement is neither provided for nor mandatory in accordance with IFRS.
2.9 Restatement of 2012 interim financial statements and immaterial adjustments
a. Restatement - Change of practice and impacts of the revision of CPC 33 – Employee benefits and accounting for jointly-controlled entities – CPC 19 (R2) Joint arrangements
As mentioned in Notes 3.1 and 3.2, technical Pronouncements CPC 33 (R1) / IAS 19 (R1) – Employee benefits and CPC 19 (R2) / IFRS 11 – Joint Arrangements, are applicable from January 1, 2013. As adoption of these pronouncements constitutes a change in accounting polices, to be applied retrospectively in accordance with CPC 23 / IAS 8, the Company and its subsidiaries are reclassifying and adjusting the amounts for the quarters and semesters ended at June 30, 2012 and the balance at December 31, 2012, presented for purposes of comparison.
b. Immaterial adjustments - Financial assets related to the concession
As mentioned in Note 2.9 to the December 31, 2012 Financial Statements, in 2012, the Company and its subsidiaries have adjusted the way of interpreting and accounting for recognition of the financial assets related to the concession, which are now treated as changes in the expectations of cash flows, i.e., the update of the financial asset, previously fully recognized in “other comprehensive income”, is now recognized in income for the period, and not as an adjustment in the fair value of the financial asset. Consequently, the Company and its subsidiaries are showing these effects in these interim financial statements and adjusting the balances at June 30, 2012 to comparative bases, even though the amounts are immaterial.
50
The adjustments described above have the following impacts:
CPFL Energia S.A.
Balance sheets as of June 30, 2013 and December 31, 2012
(In thousands of Brazilian reais – R$)
|
Consolidated | |||||||
ASSETS |
December 31, 2012 |
Retrospective application - Joint arrangements |
Retrospective application - Employee benefits |
December 31, 2012 | ||||
Current assets |
||||||||
Cash and cash equivalents (note 5) |
2,477,894 |
(42,860) |
- |
2,435,034 | ||||
Consumers, concessionaires and licensees (note 6) |
2,268,601 |
(63,577) |
- |
2,205,024 | ||||
Dividends and interest on shareholders´ equity (note 11) |
2,894 |
52,139 |
- |
55,033 | ||||
Financial investments |
6,100 |
- |
- |
6,100 | ||||
Recoverable taxes (note 7) |
263,403 |
(12,417) |
- |
250,987 | ||||
Derivatives (note 32) |
870 |
- |
- |
870 | ||||
Materials and supplies |
49,346 |
(12,520) |
- |
36,826 | ||||
Leases |
9,740 |
- |
- |
9,740 | ||||
Financial asset of concession (note 9) |
34,444 |
- |
- |
34,444 | ||||
Other credits (note 10) |
516,903 |
(6,022) |
- |
510,880 | ||||
Total current assets |
5,630,196 |
|
(85,257) |
|
- |
|
5,544,938 | |
Noncurrent assets |
||||||||
Consumers, concessionaires and licensees (note 6) |
162,017 |
(359) |
- |
161,658 | ||||
Escrow deposits (note 20) |
1,184,554 |
(59,215) |
- |
1,125,339 | ||||
Recoverable taxes (note 7) |
225,036 |
(18,383) |
- |
206,653 | ||||
Derivatives (note 32) |
486,438 |
- |
- |
486,438 | ||||
Deferred taxes credits (note 8) |
1,318,618 |
(60,831) |
- |
1,257,787 | ||||
Leases |
31,703 |
- |
- |
31,703 | ||||
Financial asset of concession (note 9) |
2,342,796 |
- |
- |
2,342,796 | ||||
Prepaid post-employment benefit obligation (note 17) |
10,203 |
- |
(10,203) |
- | ||||
Investment at cost |
116,654 |
- |
- |
116,654 | ||||
Other credits (note 10) |
420,155 |
(76,340) |
- |
343,814 | ||||
Investment (note 11) |
- |
1,006,771 |
- |
1,006,771 | ||||
Property, plant and equipment (note 12) |
9,611,958 |
(2,507,897) |
- |
7,104,060 | ||||
Intangible assets (note 13) |
9,535,360 |
(339,693) |
- |
9,195,667 | ||||
Total non current assets |
25,445,491 |
|
(2,055,948) |
|
(10,203) |
|
23,379,341 | |
Total assets |
31,075,687 |
|
(2,141,205) |
|
(10,203) |
|
28,924,279 |
51
CPFL Energia S.A.
Balance sheets as of June 30, 2013 and December 31, 2012
(In thousands of Brazilian reais – R$)
|
Consolidated | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
December 31, 2012 |
Retrospective application - Joint arrangements |
Retrospective application - Employee benefits |
December 31, 2012 | ||||
Current liabilities |
||||||||
Suppliers (note 14) |
1,691,002 |
(1,865) |
- |
1,689,137 | ||||
Accrued interest on debts (note 15) |
142,599 |
(4,305) |
- |
138,293 | ||||
Accrued interest on debentures (note 16) |
95,614 |
(789) |
- |
94,825 | ||||
Loans and financing (note 15) |
1,558,499 |
(139,465) |
- |
1,419,034 | ||||
Debentures (note 16) |
336,459 |
(26,309) |
- |
310,149 | ||||
Prepaid post-employment benefit obligation (note 17) |
51,675 |
- |
- |
51,675 | ||||
Regulatory charges (note 18) |
114,488 |
(3,712) |
- |
110,776 | ||||
Taxes and social contributions payable (note 19) |
442,365 |
(11,894) |
- |
430,472 | ||||
Dividends and interest on equity |
26,542 |
- |
- |
26,542 | ||||
Accrued liabilities |
72,535 |
(810) |
- |
71,725 | ||||
Derivatives (note 32) |
109 |
- |
- |
109 | ||||
Use of public utilities (note 21) |
30,422 |
(26,979) |
- |
3,443 | ||||
Other accounts payable (note 22) |
631,043 |
|
(7,776) |
|
- |
|
623,267 | |
Total current liabilities |
5,193,351 |
(223,903) |
- |
4,969,447 | ||||
Noncurrent liabilities |
||||||||
Suppliers (note 14) |
4,467 |
- |
- |
4,467 | ||||
Accrued interest on debts (note 15) |
62,271 |
- |
- |
62,271 | ||||
Loans and financing (note 15) |
9,035,534 |
(1,377,338) |
- |
7,658,196 | ||||
Debentures (note 16) |
5,895,143 |
(104,880) |
- |
5,790,263 | ||||
Prepaid post-employment benefit obligation (note 17) |
325,455 |
- |
505,729 |
831,184 | ||||
Deferred taxes debits (note 8) |
1,155,733 |
- |
- |
1,155,733 | ||||
Reserve for tax, civil and labor risks (note 20) |
386,079 |
(36,985) |
- |
349,094 | ||||
Derivatives (note 32) |
336 |
- |
- |
336 | ||||
Use of public utilities (note 21) |
461,157 |
(384,787) |
- |
76,371 | ||||
Other accounts payable (note 22) |
149,099 |
(13,312) |
- |
135,788 | ||||
Total noncurrent liabilities |
17,475,275 |
|
(1,917,301) |
|
505,729 |
|
16,063,703 | |
Shareholdes' equity (note 23) |
||||||||
Capital |
4,793,424 |
- |
- |
4,793,424 | ||||
Capital reserves |
228,322 |
- |
- |
228,322 | ||||
Legal reserves |
556,481 |
- |
- |
556,481 | ||||
Earnings retained for investment |
326,899 |
- |
- |
326,899 | ||||
Statutory reserve - financial asset of concession |
- |
- |
- |
- | ||||
Dividend |
455,906 |
- |
- |
455,906 | ||||
Other comprehensive income |
535,627 |
- |
(515,932) |
19,695 | ||||
6,896,660 |
|
- |
|
(515,932) |
|
6,380,728 | ||
Net equity attributable to noncontrolling shareholders |
1,510,401 |
- |
- |
1,510,401 | ||||
Total shareholders' equity |
8,407,061 |
- |
(515,932) |
7,891,129 | ||||
Total liabilities and shareholders' equity |
31,075,687 |
|
(2,141,205) |
|
(10,203) |
|
28,924,279 |
52
Consolidated | ||||||||||||||||||||
2012 |
2012 | |||||||||||||||||||
2nd quarter stated |
Adjustment - monetary adjustment on financial asset |
Retrospective application - Joint arrangements |
Retrospective application - Employee benefits |
2nd quarter restated |
1st semester stated |
Adjustment - monetary adjustment on financial asset |
Retrospective application - Joint arrangements |
Retrospective application - Employee benefits |
1st semester restated | |||||||||||
Net operating revenue (note 25) |
3,533,449 |
(30,282) |
3,503,167 |
6,954,437 |
(59,087) |
6,895,350 | ||||||||||||||
Cost of electric energy services |
- |
|||||||||||||||||||
Cost of electric energy services (note 26) |
(1,882,621) |
(127,870) |
(2,010,491) |
(3,548,350) |
(245,923) |
(3,794,273) | ||||||||||||||
Operating cost (note 27) |
(382,262) |
56,902 |
(10,838) |
(336,197) |
(692,029) |
97,766 |
(21,707) |
(615,970) | ||||||||||||
Services rendered to third parties (note 27) |
(323,362) |
- |
(323,362) |
(593,396) |
- |
(593,396) | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Gross operating income |
945,204 |
- |
(101,250) |
(10,838) |
833,116 |
2,120,662 |
- |
(207,244) |
(21,707) |
1,891,711 | ||||||||||
Operating expenses (note 27) |
||||||||||||||||||||
Sales expenses |
(99,235) |
24 |
(99,211) |
(192,289) |
48 |
(192,241) | ||||||||||||||
General and administrative expenses |
(141,127) |
1,713 |
(139,414) |
(282,505) |
5,301 |
(277,204) | ||||||||||||||
Other operating expense |
(77,501) |
607 |
(76,894) |
(150,774) |
1,159 |
(149,615) | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Income from electric energy service |
627,341 |
- |
(98,906) |
(10,838) |
517,598 |
1,495,094 |
- |
(200,736) |
(21,707) |
1,272,651 | ||||||||||
Interest in subsidiaries (note 11) |
- |
21,492 |
21,492 |
- |
57,687 |
57,687 | ||||||||||||||
Financial income (expense) (note 28) |
||||||||||||||||||||
Income |
126,734 |
34,441 |
(3,310) |
157,865 |
270,236 |
35,211 |
(7,231) |
298,216 | ||||||||||||
Expense |
(365,119) |
|
55,014 |
|
(310,105) |
(723,168) |
|
105,551 |
|
(617,617) | ||||||||||
(238,385) |
34,441 |
51,704 |
- |
(152,240) |
(452,933) |
35,211 |
98,320 |
- |
(319,401) | |||||||||||
Income before taxes |
388,957 |
34,441 |
(25,710) |
(10,838) |
386,849 |
1,042,162 |
35,211 |
(44,728) |
(21,707) |
1,010,937 | ||||||||||
Social contribution (note 8) |
(41,648) |
(3,008) |
7,240 |
- |
(37,416) |
(103,669) |
(3,139) |
12,277 |
- |
(94,531) | ||||||||||
Income tax (note 8) |
(113,680) |
(8,360) |
18,470 |
- |
(103,570) |
(281,667) |
(8,720) |
32,452 |
- |
(257,935) | ||||||||||
(155,328) |
(11,368) |
25,710 |
- |
(140,986) |
(385,335) |
(11,859) |
44,728 |
- |
(352,466) | |||||||||||
Net income |
233,628 |
23,073 |
- |
(10,838) |
245,863 |
656,826 |
23,352 |
- |
(21,707) |
658,471 | ||||||||||
Net income/(loss) attributable to controlling shareholders |
229,334 |
23,073 |
- |
(10,838) |
241,569 |
640,239 |
23,352 |
- |
(21,707) |
641,884 | ||||||||||
Net income/(loss) attributable to noncontrolling shareholders |
4,295 |
- |
- |
- |
4,295 |
16,587 |
- |
- |
- |
16,587 |
Consolidated | ||||||||||||||||
2012 | ||||||||||||||||
2nd quarter stated |
Adjustment - monetary adjustment on financial asset |
Retrospective application - Employee benefits |
2nd quarter |
1st semester stated |
Adjustment - monetary adjustment on financial asset |
Retrospective application - Employee benefits |
1st semester | |||||||||
Net income |
233,628 |
23,073 |
(10,838) |
245,863 |
656,826 |
23,352 |
(21,707) |
658,471 | ||||||||
Other comprehensive income: |
||||||||||||||||
Financial asset of concession |
||||||||||||||||
- Gain in financial instruments |
34,386 |
(34,386) |
- |
- |
35,211 |
(35,211) |
- |
- | ||||||||
- Tax on financial instruments |
(11,368) |
11,368 |
- |
- |
(11,859) |
11,859 |
- |
- | ||||||||
Comprehensive income |
256,646 |
55 |
(10,838) |
245,863 |
680,178 |
- |
(21,707) |
658,471 | ||||||||
Comprehensive income attributable to controlling shareholders |
252,352 |
55 |
(10,838) |
241,569 |
663,591 |
- |
(21,707) |
641,884 | ||||||||
Comprehensive income attributable to non controlling shareholders |
4,294 |
- |
- |
4,294 |
16,587 |
- |
- |
16,587 |
53
Consolidated | |||||||||
June 30, 2012 stated |
Adjustment - monetary adjustment on financial asset |
Retrospective application - Joint arrangements |
Retrospective application - Employee benefits |
June 30, 2012 restated | |||||
OPERATING CASH FLOW |
|||||||||
Income for the period, before income tax and social contribution |
1,042,162 |
35,211 |
(44,728) |
(21,707) |
1,010,938 | ||||
ADJUSTMENT TO RECONCILE INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES |
|||||||||
Depreciation and amortization |
523,038 |
- |
(81,422) |
- |
441,616 | ||||
Provision for tax, civil, labor and environmental risks |
14,602 |
- |
(110) |
- |
14,492 | ||||
Allowance for doubtful accounts |
43,148 |
- |
- |
- |
43,148 | ||||
Interest and monetary adjustment |
595,095 |
(35,211) |
(83,986) |
- |
475,898 | ||||
Post-employment benefit expense |
(5,040) |
- |
- |
21,707 |
16,667 | ||||
Equity in subsidiaries |
- |
- |
(57,687) |
- |
(57,687) | ||||
Losses on the write-off of noncurrent assets |
12,048 |
- |
(180) |
- |
11,868 | ||||
Deferred taxes (PIS and COFINS) |
(20,623) |
- |
- |
- |
(20,623) | ||||
Other |
(7,969) |
- |
- |
- |
(7,969) | ||||
2,196,461 |
- |
(268,114) |
- |
1,928,348 | |||||
DECREASE (INCREASE) IN OPERATING ASSETS |
|||||||||
Consumers, concessionaires and licensees |
(55,484) |
- |
1,392 |
- |
(54,092) | ||||
Dividend and interest on equity received |
- |
- |
33,693 |
- |
33,693 | ||||
Recoverable taxes |
(15,117) |
- |
882 |
- |
(14,235) | ||||
Lease |
1,820 |
- |
- |
1,820 | |||||
Escrow deposits |
(44,603) |
- |
10 |
- |
(44,593) | ||||
Other operating assets |
(112,325) |
- |
6,597 |
- |
(105,728) | ||||
- |
- |
||||||||
INCREASE (DECREASE) IN OPERATING LIABILITIES |
- |
- |
|||||||
Suppliers |
144,377 |
- |
17,608 |
- |
161,985 | ||||
Other taxes and social contributions |
(107,576) |
- |
406 |
- |
(107,170) | ||||
Other liabilities with employee pension plans |
(30,338) |
- |
- |
(30,338) | |||||
Regulatory charges |
(14,024) |
- |
1,772 |
- |
(12,252) | ||||
Reserve for tax, civil and labor risks paid |
(27,639) |
- |
- |
(27,639) | |||||
Other operating liabilities |
(10,716) |
- |
2,894 |
- |
(7,822) | ||||
CASH FLOWS PROVIDED BY OPERATIONS |
1,924,836 |
- |
(202,860) |
- |
1,721,977 | ||||
Interests paid |
(495,520) |
- |
74,451 |
- |
(421,069) | ||||
Income tax and social contribution paid |
(399,637) |
- |
38,492 |
- |
(361,145) | ||||
NET CASH FROM OPERATING ACTIVITIES |
1,029,679 |
- |
(89,916) |
- |
939,764 | ||||
INVESTING ACTIVITIES |
|||||||||
Acquisition of subsidiaries net of cash acquired |
(739,267) |
- |
- |
(739,267) | |||||
Increase in property, plant and equipment |
(657,717) |
- |
2,909 |
- |
(654,808) | ||||
Financial investments, pledges, funds and tied deposits |
(51,553) |
- |
1,808 |
- |
(49,745) | ||||
Lease |
(3,360) |
- |
- |
- |
(3,360) | ||||
Additions to intangible assets |
(612,146) |
- |
206 |
- |
(611,940) | ||||
Other |
(4,454) |
- |
- |
- |
(4,454) | ||||
|
|
|
|
| |||||
NET CASH FLOW USED IN INVESTING ACTIVITIES |
(2,068,497) |
- |
4,923 |
- |
(2,063,574) | ||||
FINANCING ACTIVITIES |
|||||||||
Loans, financing and debentures obtained |
1,584,053 |
- |
(7,442) |
- |
1,576,611 | ||||
Payments of loans, financing and debentures, net of derivatives |
(466,072) |
- |
72,886 |
- |
(393,186) | ||||
Payments of dividend and interest on shareholders’ equity |
(764,719) |
- |
- |
- |
(764,719) | ||||
NET CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES |
353,262 |
- |
65,444 |
- |
418,706 | ||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(685,556) |
- |
(19,549) |
- |
(705,104) | ||||
OPENING BALANCE OF CASH AND CASH EQUIVALENTS |
2,699,837 |
- |
(36,411) |
- |
2,663,426 | ||||
CLOSING BALANCE OF CASH AND CASH EQUIVALENTS |
2,014,281 |
- |
(55,960) |
- |
1,958,322 |
54
Consolidated | |||||||||
1st semester 2012 stated |
|
Adjustment - monetary adjustment on financial asset |
|
Retrospective application - Joint arrangements |
|
Retrospective application - Employee benefits |
|
1st semester 2012 restated | |
1. Revenues |
10,230,838 |
- |
(60,216) |
- |
10,170,622 | ||||
1.1 Operating revenues |
9,533,713 |
- |
(60,124) |
- |
9,473,589 | ||||
1.2 Revenues related to the construction of own assets |
149,223 |
- |
(92) |
- |
149,131 | ||||
1.3 Revenue from infrastructure construction |
591,051 |
- |
- |
- |
591,051 | ||||
1.4 Allowance of doubtful accounts |
(43,148) |
- |
- |
- |
(43,148) | ||||
2. (-) Inputs |
(5,096,208) |
- |
(254,095) |
- |
(5,350,302) | ||||
2.1 Electricity purchased for resale |
(3,936,477) |
- |
(273,941) |
- |
(4,210,418) | ||||
2.2 Material |
(419,031) |
- |
4,508 |
- |
(414,523) | ||||
2.3 Outsourced Services |
(583,513) |
- |
5,427 |
- |
(578,086) | ||||
2.4 Other |
(157,187) |
- |
9,912 |
- |
(147,275) | ||||
3. Gross added value (1 + 2) |
5,134,630 |
- |
(314,311) |
- |
4,820,320 | ||||
4. Retentions |
(527,733) |
- |
81,421 |
- |
(446,311) | ||||
4.1 Depreciation and amortization |
(393,007) |
- |
81,421 |
- |
(311,585) | ||||
4.2 Amortization of intangible assets |
(134,726) |
- |
- |
- |
(134,726) | ||||
5. Net added value generated (3 + 4) |
4,606,898 |
- |
(232,889) |
- |
4,374,008 | ||||
6. Added value received in transfer |
280,167 |
35,211 |
50,457 |
- |
365,834 | ||||
6.1 Financial Income |
280,167 |
35,211 |
(7,230) |
- |
308,147 | ||||
6.2 Equity in Subsidiaries |
- |
- |
57,687 |
- |
57,687 | ||||
7. Added value to be distributed (5 + 6) |
4,887,064 |
35,211 |
(182,432) |
- |
4,739,843 | ||||
8. Distribution of added value |
4,887,064 |
35,211 |
(182,432) |
- |
4,739,843 | ||||
8.1 Personnel and Charges |
307,975 |
- |
(4,110) |
21,707 |
325,571 | ||||
8.1.1 Direct Remuneration |
206,526 |
- |
(3,447) |
- |
203,079 | ||||
8.1.2 Benefits |
82,325 |
- |
(498) |
21,707 |
103,533 | ||||
8.1.3 Government severance indemnity fund for employees - F.G.T.S. |
19,124 |
- |
(164) |
- |
18,960 | ||||
8.2 Taxes, Fees and Contributions |
3,185,704 |
11,859 |
(72,563) |
- |
3,125,000 | ||||
8.2.1 Federal |
1,609,934 |
11,859 |
(72,237) |
- |
1,549,557 | ||||
8.2.2 Estate |
1,567,518 |
- |
- |
- |
1,567,518 | ||||
8.2.3 Municipal |
8,252 |
- |
(326) |
- |
7,926 | ||||
8.3 Interest and Rentals |
736,560 |
- |
(105,759) |
- |
630,800 | ||||
8.3.1 Interest |
719,441 |
- |
(105,548) |
- |
613,892 | ||||
8.3.2 Rental |
17,119 |
- |
(211) |
- |
16,908 | ||||
8.4 Interest on capital |
656,826 |
23,352 |
- |
(21,707) |
658,471 | ||||
8.4.1 Retained Earnings |
656,826 |
23,352 |
- |
(21,707) |
658,471 |
In the financial statements of the parent company, at December 31, 2012, the effects of the restate had an impact of R$ 515,932 on Investments, set against the year-to-date comprehensive income, in equity.
( 3 ) SUMMARY OF THE SIGNIFICANT ACCOUNTING POLICIES
The interim financial statements of the Company and its subsidiaries were prepared based on the same accounting policies as described in Notes 3.1 to 3.14, disclosed in the financial statements for the year ended December 31, 2012, except for Notes 2.5 Basis of Consolidation and 3.8 Employee benefits to those financial statements, which have been changed as required by CPC 23 / IAS 8:
3.1 Employee benefits
As mentioned in Note 3.8 to the Financial statements at December 31, 2012, certain subsidiaries have post-employment benefits and pension plans, recognized by the accrual method in accordance with technical pronouncements in force to that date (CPC 33 and IAS 19 – Employee benefits), and are regarded as sponsors of these plans.
On January 1, 2013, the pronouncements mentioned in the previous paragraph were replaced by CPC 33 (R1) and IAS 19 (revised 2011) – Employee benefits, with the following amendments: i) elimination of the “corridor approach”, with immediate recognition of actuarial gains and losses in other comprehensive income; ii) replacement of interest expense and the expected return on plan assets with a “net interest” amount, calculated by applying the discount rate to the net defined benefit asset or liability; and iii) immediate recognition in profit or loss of past service costs.
The effects of adoption of these pronouncements are described in Note 2.9.
55
3.2 Consolidation of jointly-controlled subsidiaries
As mentioned in Note 2.5 to the Financial Statements of December 31, 2012, it was Company policy to consolidate the jointly-controlled entities proportionally. As of January 1, 2013, due to adoption of technical pronouncement CPC 19 (R2) and IFRS 11 – Joint Arrangements, the Company no longer consolidates ENERCAN, BAESA, Chapecoense and EPASA proportionally, and they are now recognized using the equity method of accounting.
The effects of adoption of these pronouncements are described in Note 2.9.
( 4 ) DETERMINATION OF FAIR VALUES
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
- Property, plant and equipment and intangible assets
The fair value of property, plant and equipment and intangible assets recognized as a result of a business combination is based on market values. The fair value is the estimated amount for which a property could be exchanged on the date of valuation between knowledgeable and willing parties under normal market conditions. The fair value of items of property, plant and equipment is based on the market approach and cost approaches using quoted market prices for similar items when available and replacement cost when appropriate. The fair values of intangible assets are calculated using quoted prices in an active market. Where there is no active market, the fair value will be what the Company would have paid for the intangible assets, on the acquisition date, in an arm’s length transaction between knowledgeable, willing parties based on the best information available.
- Financial instruments
Financial instruments measured at fair values were valued based on quoted prices in an active market, or, if such prices were not available, assessed using pricing models, applied individually for each transaction, taking into consideration the future payment flows, based on the conditions contracted, discounted to present value at market interest rate curves, based on information obtained from the “BM&FBovespa S.A” and “Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais – ANBIMA” (note 32).
Financial assets classified as available-for-sale refer to the right to compensation, to be paid by the Federal Government regarding the assets of the distribution concessionaires when the concession contract is over. The methodology adopted for marking these assets to market is based on the tariff review process for distributors. This review, conducted every four or five years according to each concessionaire, involves assessing the replacement price for the distribution infrastructure, in accordance with criteria established by the regulatory body. This valuation basis is used for pricing the tariff, which is increased annually up to the next tariff review, based on the parameter of the main inflation indices.
Provisional Measure 579 of September 11, 2012, converted into Law 12.783 of January 11, 2013, established that, for concession contracts that expire by 2017, calculation of the amount of compensation due on reversal of the assets will be based on the replacement value method, according to regulatory criteria to be established the granting authority. In the case of concessions terms that expire after 2017, Management believes that, as under Law 12.783, compensation will be based at least on valuation of the assets using the new replacement value model.
Accordingly, at the time of the tariff review, each concessionaire adjusts the position of the financial asset base for compensation at the amounts ratified by the regulatory authority and uses the General Market Price Index - IGP-M as best estimate for adjusting the original base to the fair value at subsequent dates, in conformity with the Tariff Review process.
56
( 5 ) CASH AND CASH EQUIVALENTS
Parent company |
Consolidated | ||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Bank balances |
1,099 |
741 |
160,628 |
239,212 | |||
Short-term financial investments |
1,649,774 |
141,095 |
5,258,956 |
2,195,822 | |||
Overnight investment (a) |
- |
- |
11,741 |
18,173 | |||
Bank deposit certificates (b) |
- |
- |
344,126 |
228,818 | |||
Repurchase agreements with debentures (b) |
- |
- |
122,976 |
12,850 | |||
Investment funds (c) |
1,649,774 |
141,095 |
4,780,114 |
1,935,982 | |||
Total |
1,650,873 |
141,835 |
5,419,584 |
2,435,034 |
a) Current account balances, which earn daily interest by investment in repurchase agreements secured on debentures and interest of 20% of the variation in the Interbank Deposit Certificate - CDI.
b) Short-term investments in Bank Deposit Certificates - CDB and secured debentures conducted with major financial institutions that operate in the Brazilian financial market, with daily liquidity, low credit risk and interest equivalent, on average, to 101,0% of the Interbank Deposit Certificate - CDI.
c) Amounts invested in an Exclusive Fund, involving investments subject to floating rates tied to the CDI in federal government bonds, CDBs, secured debentures of major financial institutions, with daily liquidity, low credit risk and interest equivalent, on average, to 101,0% of the Interbank Deposit Certificate - CDI.
( 6 )CONSUMERS, CONCESSIONAIRES AND LICENSEES
In the consolidated financial statements, the balance derives mainly from the supply of electric energy. The following table shows the breakdown at June 30, 2013 and December 31, 2012:
Consolidated | |||||||||
Past due |
Total | ||||||||
Amounts |
until 90 days |
> 90 days |
June 30, 2013 |
December 31, 2012 restated | |||||
Current |
|||||||||
Consumer classes |
|||||||||
Residential |
271,030 |
179,589 |
46,830 |
497,449 |
640,582 | ||||
Industrial |
118,806 |
51,529 |
24,496 |
194,831 |
225,681 | ||||
Commercial |
114,526 |
37,827 |
14,421 |
166,774 |
216,422 | ||||
Rural |
27,286 |
5,860 |
1,249 |
34,395 |
45,801 | ||||
Public administration |
30,130 |
2,492 |
1,056 |
33,678 |
45,111 | ||||
Public lighting |
26,092 |
2,708 |
14,043 |
42,843 |
49,753 | ||||
Public utilities |
38,851 |
3,544 |
442 |
42,837 |
49,335 | ||||
Billed |
626,721 |
283,549 |
102,537 |
1,012,807 |
1,272,683 | ||||
Unbilled |
519,737 |
- |
- |
519,737 |
597,556 | ||||
Financing of consumers' debts |
71,586 |
8,629 |
48,981 |
129,196 |
137,246 | ||||
Free energy |
3,945 |
- |
- |
3,945 |
3,764 | ||||
CCEE transactions |
13,597 |
- |
- |
13,597 |
18,954 | ||||
Concessionaires and licensees |
280,920 |
- |
- |
280,920 |
264,268 | ||||
Allowance for doubtful accounts |
- |
- |
(122,075) |
(122,075) |
(112,239) | ||||
Other |
16,590 |
- |
- |
16,590 |
22,794 | ||||
Total |
1,533,096 |
292,178 |
29,443 |
1,854,716 |
2,205,024 | ||||
Non current |
|||||||||
Financing of consumers' debts |
131,267 |
- |
- |
131,267 |
136,368 | ||||
Allowance for doubtful accounts |
(13,438) |
- |
- |
(13,438) |
(16,240) | ||||
CCEE transactions |
41,301 |
- |
- |
41,301 |
41,301 | ||||
Concessionaires and licensees |
42 |
- |
- |
42 |
228 | ||||
Total |
159,171 |
- |
- |
159,171 |
161,658 |
57
Allowance for doubtful accounts
Changes in the allowance for doubtful accounts are shown below:
Consolidated | |||||
Consumers, concessionaires and licensees |
Other |
Total | |||
At December 31, 2012 restated |
(128,478) |
(22,000) |
(150,479) | ||
Allowance for doubtful accounts |
(66,920) |
758 |
(66,162) | ||
Recovery of revenue |
16,101 |
(513) |
15,588 | ||
Write-off of accounts receivable and provisioned |
43,784 |
(409) |
43,375 | ||
At June 30, 2013 restated |
(135,513) |
(22,164) |
(157,678) | ||
Current |
(122,075) |
(21,849) |
(143,924) | ||
Noncurrent |
(13,438) |
(315) |
(13,754) |
( 7 ) RECOVERABLE TAXES
Parent company |
Consolidated | ||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Current |
|||||||
Prepayments of social contribution - CSLL |
- |
401 |
5,639 |
2,690 | |||
Prepayments of income tax - IRPJ |
- |
1,092 |
15,752 |
10,889 | |||
IRRF on interest on equity |
11,290 |
17,143 |
11,290 |
17,654 | |||
Income tax and social contribution to be offset |
25,691 |
850 |
68,083 |
22,891 | |||
Withholding tax - IRRF |
912 |
5,736 |
66,981 |
63,512 | |||
ICMS to be offset |
- |
- |
84,409 |
84,487 | |||
Social Integration Program - PIS |
- |
- |
9,837 |
8,808 | |||
Contribution for Social Security financing- COFINS |
42 |
42 |
43,004 |
36,426 | |||
National Social Security Institute - INSS |
1 |
1 |
2,269 |
3,194 | |||
Other |
46 |
46 |
1,203 |
435 | |||
Total |
37,983 |
25,311 |
308,468 |
250,987 | |||
Noncurrent |
|||||||
Social contribution to be offset - CSLL |
- |
- |
41,301 |
39,466 | |||
Income tax to be offset - IRPJ |
- |
- |
2,626 |
10,707 | |||
ICMS to be offset |
- |
- |
110,850 |
126,061 | |||
Social Integration Program - PIS |
- |
- |
5,399 |
5,399 | |||
Contribution for Social Security financing- COFINS |
- |
- |
24,621 |
24,621 | |||
Other |
- |
- |
1,698 |
399 | |||
Total |
- |
- |
186,495 |
206,653 |
58
( 8 ) DEFERRED TAXES
8.1- Breakdown of tax credits and debits:
Parent company |
Consolidated | ||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Social contribution credit/(debit) |
|||||||
Tax losses carryforwards |
42,598 |
43,686 |
48,840 |
52,897 | |||
Tax benefit of merged goodwill |
- |
- |
129,830 |
137,773 | |||
Deductible temporary differences |
1,856 |
1,779 |
(169,555) |
(189,229) | |||
Subtotal |
44,454 |
45,465 |
9,114 |
1,441 | |||
Income tax credit / (debit) |
|||||||
Tax losses carryforwards |
126,453 |
130,587 |
143,742 |
135,747 | |||
Tax benefit of merged goodwill |
- |
- |
442,634 |
468,844 | |||
Deductible temporary differences |
1,704 |
1,359 |
(508,376) |
(562,330) | |||
Subtotal |
128,157 |
131,947 |
78,000 |
42,261 | |||
PIS and COFINS credit/(debit) |
|||||||
Deductible temporary differences |
- |
- |
40,387 |
58,353 | |||
Total |
172,611 |
177,411 |
127,502 |
102,054 | |||
Total tax credit |
172,611 |
177,411 |
1,264,823 |
1,257,787 | |||
Total tax debit |
- |
- |
(1,137,321) |
(1,155,733) |
The estimate of recovery of the deferred tax credits recorded in noncurrent assets is based on the projections of future profit or loss, approved by the Board of Directors and reviewed by the Audit Committee, a breakdown of which is provided in the financial statements of December 31, 2012.
8.2 - Tax benefit of merged goodwill:
Refers to the tax credit calculated on the goodwill derived from the acquisition of subsidiaries, as shown in the following table, which has been incorporated and is recognized in accordance with CVM Instructions nº 319/99 and nº 349/01 and ICPC 09 – Individual, Separate and Consolidated Financial Statements and Application of the Equity Method. The benefit is realized in proportion to amortization of the merged goodwill that gave rise to it, in accordance with the projected net income of the subsidiaries during the remaining term of the concession, as shown in Note 13.
59
Consolidated | |||||||
June 30, 2013 |
December 31, 2012 restated | ||||||
Social contribution |
Income tax |
Social contribution |
Income tax | ||||
CPFL Paulista |
73,095 |
203,043 |
77,253 |
214,590 | |||
CPFL Piratininga |
16,905 |
58,012 |
17,662 |
60,609 | |||
RGE |
32,805 |
135,477 |
34,268 |
141,518 | |||
CPFL Santa Cruz |
2,206 |
6,937 |
2,655 |
8,349 | |||
CPFL Leste Paulista |
1,216 |
3,704 |
1,493 |
4,545 | |||
CPFL Sul Paulista |
1,769 |
5,522 |
2,151 |
6,712 | |||
CPFL Jaguari |
1,061 |
3,233 |
1,299 |
3,950 | |||
CPFL Mococa |
646 |
2,000 |
807 |
2,502 | |||
CPFL Geração |
- |
24,447 |
- |
25,613 | |||
CPFL Serviços |
126 |
258 |
186 |
455 | |||
Total |
129,830 |
442,634 |
137,773 |
468,844 |
8.3 – Accumulated balances on deductible temporary differences:
Consolidated | |||||||||||
June 30, 2013 |
December 31, 2012 restated | ||||||||||
Social contribution |
Income tax |
PIS/COFINS |
Social contribution |
Income tax |
PIS/COFINS | ||||||
Deductible temporary differences |
|||||||||||
Reserve for tax, civil and labor |
39,498 |
110,328 |
- |
22,700 |
63,587 |
- | |||||
Private pension fund |
1,939 |
6,384 |
- |
1,387 |
4,850 |
- | |||||
Allowance for doubtful accounts |
13,869 |
38,524 |
- |
13,274 |
36,871 |
- | |||||
Free energy provision |
5,117 |
14,215 |
- |
4,884 |
13,569 |
- | |||||
Research and Development and Energy Efficiency Programs |
12,470 |
34,635 |
- |
12,570 |
34,913 |
- | |||||
Reserves related to personnel |
2,164 |
6,000 |
- |
3,151 |
8,741 |
- | |||||
Depreciation rate difference |
7,341 |
20,392 |
- |
7,599 |
21,108 |
- | |||||
Recognition of the concession - adjustment of intangible assets (IFRS / CPC) |
(1,911) |
(5,308) |
- |
(2,024) |
(5,621) |
- | |||||
Recognition of the concession - financial adjustment (IFRS / CPC) |
(34,278) |
(95,218) |
- |
(43,062) |
(119,617) |
- | |||||
Reversal of regulatory assets and liabilities (IFRS / CPC) |
34,863 |
96,842 |
39,510 |
48,048 |
133,468 |
57,475 | |||||
Actuarial losses (IFRS/CPC) |
27,360 |
76,290 |
- |
25,587 |
71,365 |
- | |||||
Other adjustments changes in practices (IFRS / CPC) |
15,386 |
42,739 |
- |
12,247 |
34,020 |
- | |||||
Accelerated depreciation |
(5) |
(13) |
- |
(48) |
(133) |
- | |||||
Other |
6,464 |
10,953 |
878 |
9,509 |
20,211 |
878 | |||||
Deductible temporary differences - comprehensive income: |
|||||||||||
Property, plant and equipment - deemed cost adjustments (IFRS/CPC) |
(66,753) |
(185,424) |
- |
(69,017) |
(189,597) |
- | |||||
Deductible temporary differences - Business combination - CPFL Renováveis |
- |
||||||||||
Deferred taxes - asset: |
|||||||||||
Fair value of property, plant and equipment (negative value added of assets) |
26,241 |
78,720 |
- |
28,644 |
79,566 |
- | |||||
Deferred taxes - liability: |
|||||||||||
Value added derived from determination of deemed cost |
(7,366) |
(20,460) |
- |
(7,255) |
(20,151) |
- | |||||
Value added of assets received from the former ERSA |
(93,573) |
(264,513) |
- |
(96,452) |
(267,924) |
- | |||||
Intangible asset - exploration right/authorization Jantus, Santa Luzia, Complex Atlântica and BVP |
(150,808) |
(452,423) |
- |
(154,669) |
(464,004) |
- | |||||
Other temporary differences |
(7,575) |
(21,041) |
- |
(6,302) |
(17,552) |
- | |||||
Total |
(169,555) |
(508,376) |
40,387 |
(189,229) |
(562,330) |
58,353 |
60
8.4 - Reconciliation of the amounts of income tax and social contribution reported in the income statements for the quarters and semesters ended June 30, 2013 and 2012:
Parent company |
Consolidated | ||||||||||||||
Social contribution |
Social contribution | ||||||||||||||
2013 |
2012 restated |
2013 |
2012 restated | ||||||||||||
2nd quarter |
|
1st semester |
2nd quarter |
|
1st semester |
2nd quarter |
|
1st semester |
2nd quarter |
|
1st semester | ||||
Income/(loss) before taxes |
(103,628) |
301,691 |
271,353 |
671,838 |
(164,354) |
486,066 |
386,849 |
1,010,937 | |||||||
Adjustments to reflect effective rate: |
|||||||||||||||
Equity in subsidiaries |
88,761 |
(323,083) |
(288,125) |
(690,133) |
(27,397) |
(33,654) |
(21,492) |
(57,687) | |||||||
Amortization of intangible asset acquired |
(7,009) |
(14,018) |
(7,141) |
(14,282) |
25,781 |
51,562 |
26,972 |
53,944 | |||||||
Tax incentives - PIIT (*) |
- |
- |
- |
- |
(2,283) |
(3,770) |
(1,544) |
(2,898) | |||||||
Effect of presumed profit system |
- |
- |
- |
- |
(14,719) |
(29,551) |
(26,492) |
(64,374) | |||||||
Adjustment of excess and surplus revenue of reactive |
- |
- |
- |
- |
20,701 |
29,333 |
8,744 |
17,376 | |||||||
Interest on shareholders’ equity |
72,450 |
72,450 |
107,366 |
107,366 |
- |
- |
- |
- | |||||||
Other permanent additions, net |
1,085 |
2,314 |
2,486 |
2,486 |
7,217 |
10,534 |
17,316 |
41,162 | |||||||
Calculation base |
51,658 |
39,354 |
85,939 |
77,274 |
(155,054) |
510,520 |
390,354 |
998,459 | |||||||
Statutory rate |
9% |
9% |
9% |
9% |
9% |
9% |
9% |
9% | |||||||
Tax credit/(debit) result |
(4,649) |
(3,542) |
(7,734) |
(6,955) |
13,955 |
(45,947) |
(35,132) |
(89,861) | |||||||
Tax credit recorded/(not recorded) |
999 |
(48) |
841 |
- |
(5,032) |
(11,476) |
(2,284) |
(4,670) | |||||||
Total |
(3,651) |
(3,590) |
(6,894) |
(6,955) |
8,923 |
(57,423) |
(37,416) |
(94,531) | |||||||
Current |
(2,579) |
(2,579) |
(4,857) |
(4,857) |
(17,706) |
(68,653) |
(48,015) |
(106,038) | |||||||
Deferred |
(1,071) |
(1,011) |
(2,037) |
(2,098) |
26,629 |
11,230 |
10,599 |
11,507 | |||||||
Parent company |
Consolidated | ||||||||||||||
Income tax |
Income tax | ||||||||||||||
2013 |
2012 |
2013 |
2012 restated | ||||||||||||
2nd quarter |
|
1st semester |
2nd quarter |
|
1st semester |
2nd quarter |
|
1st semester |
2nd quarter |
|
1st semester | ||||
Income/(loss) before taxes |
(103,628) |
301,691 |
271,353 |
671,838 |
(164,354) |
486,066 |
386,849 |
1,010,937 | |||||||
Adjustments to reflect effective rate: |
|||||||||||||||
Equity in subsidiaries |
88,761 |
(323,083) |
(288,125) |
(690,133) |
(27,397) |
(33,654) |
(21,492) |
(57,687) | |||||||
Amortization of intangible asset acquired |
- |
- |
- |
- |
33,100 |
66,200 |
34,437 |
68,874 | |||||||
Tax incentives - PIIT (*) |
- |
- |
- |
- |
(2,283) |
(3,770) |
(1,544) |
(2,898) | |||||||
Effect of presumed profit system |
- |
- |
- |
- |
(21,735) |
(43,461) |
(35,650) |
(82,476) | |||||||
Adjustment of excess and surplus revenue of reactive |
- |
- |
- |
- |
20,701 |
29,333 |
8,744 |
17,376 | |||||||
Interest on shareholders’ equity |
72,450 |
72,450 |
107,366 |
107,366 |
- |
- |
- |
- | |||||||
Other permanent additions, net |
1,222 |
2,597 |
2,926 |
2,926 |
8,885 |
(2,976) |
10,323 |
25,875 | |||||||
Calculation base |
58,805 |
53,654 |
93,520 |
91,996 |
(153,083) |
497,737 |
381,667 |
979,999 | |||||||
Statutory rate |
25% |
25% |
25% |
25% |
25% |
25% |
25% |
25% | |||||||
Tax credit/(debit) result |
(14,701) |
(13,414) |
(23,380) |
(22,999) |
38,271 |
(124,435) |
(95,417) |
(245,000) | |||||||
Tax credit recorded/(not recorded) |
1,069 |
(11) |
490 |
- |
(16,906) |
(32,972) |
(8,153) |
(12,936) | |||||||
Total |
(13,632) |
(13,425) |
(22,890) |
(22,999) |
21,364 |
(157,408) |
(103,570) |
(257,935) | |||||||
Current |
(9,635) |
(9,635) |
(16,134) |
(16,134) |
(49,182) |
(182,711) |
(131,432) |
(287,288) | |||||||
Deferred |
(3,997) |
(3,790) |
(6,756) |
(6,865) |
70,546 |
25,303 |
27,862 |
29,353 |
(*)Technical Innovation Incentive Program
( 9 ) FINANCIAL ASSET OF CONCESSION | |
| |
Consolidated | |
At December 31, 2012 restated |
2,377,240 |
Current |
34,444 |
Noncurrent |
2,342,796 |
Additions |
229,099 |
Change in the expectation of cash flow |
(96,571) |
Disposal |
(4,021) |
|
|
At June 30, 2013 |
2,505,747 |
Current |
34,444 |
Noncurrent |
2,471,303 |
The balance refers to the fair value of the financial asset in relation to the right established in the concession agreements of the energy distributors to receive payment on the moment of reversal of the assets to the granting authority at the end of the concession.
In accordance with the current tariff model, remuneration for this asset is recognized in profit or loss on billing to the consumers and realized on receipt of the electric energy bills. Additionally, the difference to adjust the balance to the anticipated cash flow receipts, in accordance with the new replacement amount (“VNR”) is recorded against the financial income account in profit or loss for the year.
As a result of conclusion of the tariff review for the subsidiaries, the estimated cash flow was reduced by R$ 130,522 in the quarter, in relation to reconciliation of the report on the remuneration base of the financial asset of concession.
The balance in current assets relates to compensation to the Rio do Peixe II facility for subsidiary CPFL Leste Paulista, which has a generation concession and has not yet undergone a devertilization process.
61
( 10 ) OTHER CREDITS
Consolidated | |||||||
Current |
Noncurrent | ||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Advances - Fundação CESP |
7,565 |
7,784 |
- |
- | |||
Advances to suppliers |
24,280 |
17,917 |
- |
- | |||
Pledges, funds and tied deposits |
29,516 |
53,566 |
166,644 |
191,931 | |||
Fund tied to foreign currency loans |
- |
- |
34,415 |
34,287 | |||
Orders in progress |
248,626 |
221,883 |
- |
- | |||
Outside services |
6,340 |
8,214 |
- |
- | |||
Advance to energy purchase agreements |
42,948 |
47,832 |
33,439 |
40,254 | |||
Collection agreements |
51,711 |
65,214 |
- |
- | |||
Prepaid expenses |
47,987 |
9,258 |
2,191 |
3,132 | |||
Receivables from Resources provided by the Energy Development Account - CDE |
103,024 |
24,972 |
- |
- | |||
Receivables - Business Combination |
- |
- |
13,950 |
13,950 | |||
Advances to employees |
20,036 |
6,806 |
- |
- | |||
Other |
44,533 |
47,437 |
62,824 |
60,260 | |||
Total |
626,566 |
510,880 |
313,464 |
343,814 |
Receivables from Resources provided by the Energy Development Account - CDE – refer to: (i) low income subsidies totaling R$ 13,899; (ii) other tariff discounts granted to consumers amounting to R$ 3,223; and (iii) new increases related to System Service Charge (“ESS”) – energy security, hydrological risk, involuntary exposure and CVA for System Service Charge ESS and energy, amounting to R$ 85,902.
At June 30, 2013, the Other Credits balance is net of the allowance of R$ 22,164 for doubtful accounts (R$ 22,000 at December 31, 2012) related to the accounts for services rendered to third parties, Collection agreements and Other credits.
62
( 11 ) INVESTMENTS
Parent company |
Consolidated | ||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Permanent equity interests - equity method |
|||||||
By equity method of the subsidiary |
4,766,517 |
4,867,886 |
1,021,569 |
1,006,771 | |||
Value-added of assets, net |
1,049,098 |
1,114,676 |
- |
- | |||
Goodwill |
6,054 |
6,054 |
- |
- | |||
Total |
5,821,670 |
5,988,616 |
1,021,569 |
1,006,771 |
11.1 - Permanent Equity Interests – equity method:
The main information on the investments in direct permanent equity interests is as follows:
June 30, 2013 |
June 30, 2013 |
|
December 31, 2012 restated |
|
June 30, 2013 |
|
December 31, 2012 restated | ||||||||||
Investment |
Number of shares (thousand) |
Total assets |
Capital |
Shareholders' Equity |
Profit or loss for the period |
Shareholders Equity Interest |
|
Equity in Subsidiaries | |||||||||
CPFL Paulista |
177,909 |
7,528,721 |
209,854 |
921,067 |
313,602 |
921,067 |
418,421 |
313,602 |
260,371 | ||||||||
CPFL Piratininga |
53,031,259 |
2,822,063 |
99,900 |
217,290 |
(85,179) |
217,290 |
215,944 |
(85,179) |
94,018 | ||||||||
CPFL Santa Cruz |
371,772 |
354,303 |
63,858 |
91,417 |
(9,090) |
91,417 |
107,664 |
(9,090) |
19,044 | ||||||||
CPFL Leste Paulista |
895,733 |
173,164 |
26,116 |
51,328 |
(4,558) |
51,328 |
67,149 |
(4,558) |
5,563 | ||||||||
CPFL Sul Paulista |
463,482 |
187,825 |
28,131 |
56,853 |
(157) |
56,853 |
68,867 |
(157) |
7,526 | ||||||||
CPFL Jaguari |
212,126 |
151,074 |
18,214 |
33,949 |
(772) |
33,949 |
43,952 |
(772) |
4,853 | ||||||||
CPFL Mococa |
121,761 |
98,818 |
17,240 |
33,639 |
6,021 |
33,639 |
38,345 |
6,021 |
3,087 | ||||||||
RGE |
807,168 |
3,818,440 |
919,464 |
1,212,680 |
77,266 |
1,212,680 |
1,289,756 |
77,266 |
145,107 | ||||||||
CPFL Geração |
205,487,716 |
5,546,266 |
1,039,619 |
1,956,301 |
75,229 |
1,956,301 |
2,534,388 |
75,229 |
157,614 | ||||||||
CPFL Jaguari Geração (*) |
40,108 |
47,114 |
40,108 |
45,373 |
2,990 |
45,373 |
48,102 |
2,990 |
4,466 | ||||||||
CPFL Brasil |
2,999 |
470,627 |
2,999 |
38,699 |
12,645 |
38,699 |
(81,923) |
12,645 |
37,834 | ||||||||
CPFL Planalto (*) |
630 |
3,985 |
630 |
(1,227) |
(1,814) |
(1,227) |
587 |
(1,814) |
5,101 | ||||||||
CPFL Serviços |
66,620 |
132,473 |
66,620 |
69,552 |
(608) |
69,552 |
73,056 |
(608) |
7,900 | ||||||||
CPFL Atende (*) |
1 |
21,195 |
13,991 |
14,511 |
870 |
14,511 |
15,187 |
870 |
1,522 | ||||||||
Nect (*) |
2,059 |
14,487 |
2,059 |
4,095 |
1,946 |
4,095 |
4,646 |
1,946 |
3,253 | ||||||||
CPFL Total (*) |
19,005 |
31,588 |
19,005 |
19,797 |
1,267 |
19,797 |
21,555 |
1,267 |
1,142 | ||||||||
CPFL Jaguariuna (*) |
189,620 |
2,823 |
2,926 |
2,163 |
(24) |
2,163 |
2,187 |
(24) |
(41) | ||||||||
CPFL Telecom |
19,900 |
1,291 |
20 |
(968) |
(971) |
(968) |
2 |
(971) |
- | ||||||||
Subtotal - By shareholders' equity of the subsidiary |
4,792,124 |
|
4,867,886 |
|
414,270 |
|
758,359 | ||||||||||
Amortization of added value on assets |
- |
- |
(65,580) |
(68,226) | |||||||||||||
Total |
4,792,124 |
|
4,867,886 |
|
348,690 |
|
690,133 |
(*) Number of quotas
Fair value adjustments (added value) of net assets acquired in business combinations are classified under Investments in the parent company’s balance sheet. Amortization of the fair value adjustments (added value) of net assets of R$ 65,580 (R$ 68,226 in the first semester of 2012) is classified in the parent company’s income statement under “income from equity in subsidiaries”, in accordance with ICPC 09.
63
The changes in investments in subsidiaries in the period are shown below:
Investment |
Investment as of December 31, 2012 restated |
Capital increase /payment of capital |
|
Equity in subsidiary (profit or loss) |
|
Equity in subsidiary (Other comprehensive income) |
|
Dividend and Interest on shareholders’ equity receivable |
|
Corporate restructuring |
|
Investment as of June 30, 2013 | ||
CPFL Paulista |
418,421 |
- |
313,602 |
348,682 |
(159,638) |
- |
921,067 | |||||||
CPFL Piratininga |
215,944 |
- |
(85,179) |
121,518 |
(34,993) |
- |
217,290 | |||||||
CPFL Santa Cruz |
107,664 |
- |
(9,090) |
- |
(7,156) |
- |
91,417 | |||||||
CPFL Leste Paulista |
67,149 |
- |
(4,558) |
- |
(11,263) |
- |
51,328 | |||||||
CPFL Sul Paulista |
68,867 |
- |
(157) |
- |
(11,858) |
- |
56,853 | |||||||
CPFL Jaguari |
43,952 |
- |
(772) |
- |
(9,232) |
- |
33,949 | |||||||
CPFL Mococa |
38,345 |
- |
6,021 |
- |
(10,727) |
- |
33,639 | |||||||
RGE |
1,289,756 |
- |
77,266 |
26,298 |
(180,641) |
- |
1,212,680 | |||||||
CPFL Geração |
2,534,388 |
- |
75,229 |
6,429 |
(469,445) |
(190,299) |
1,956,301 | |||||||
CPFL Jaguari Geração |
48,102 |
- |
2,990 |
- |
(5,719) |
- |
45,373 | |||||||
CPFL Brasil |
(81,923) |
1 |
12,645 |
- |
(82,324) |
190,299 |
38,699 | |||||||
CPFL Planalto |
587 |
- |
(1,814) |
- |
- |
- |
(1,227) | |||||||
CPFL Serviços |
73,056 |
- |
(608) |
- |
(2,896) |
- |
69,552 | |||||||
CPFL Atende |
15,187 |
- |
870 |
- |
(1,546) |
- |
14,511 | |||||||
Nect |
4,646 |
- |
1,946 |
- |
(2,497) |
- |
4,095 | |||||||
CPFL Total |
21,555 |
- |
1,267 |
- |
(3,024) |
- |
19,797 | |||||||
CPFL Jaguariuna |
2,187 |
- |
(24) |
- |
- |
- |
2,163 | |||||||
CPFL Telecom |
2 |
(971) |
- |
- |
- |
(968) | ||||||||
4,867,886 |
1 |
414,270 |
502,927 |
(992,959) |
- |
4,792,124 |
In the financial statements, the investment balances correspond to the interest in the entities accounted for by the equity method in the subsidiary CPFL Geração:
CPFL Geração's investment |
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Shareholders equity interest |
Equity in subsidiaries | |||||||
Baesa |
149,792 |
148,606 |
1,185 |
(11,993) | ||||
Enercan |
404,862 |
393,738 |
29,981 |
29,417 | ||||
Foz do Chapecó |
387,113 |
370,627 |
16,486 |
27,727 | ||||
EPASA |
79,802 |
93,801 |
(13,999) |
12,536 | ||||
1,021,569 |
1,006,771 |
33,654 |
57,687 |
11.2 – Corporate restructuring CPFL Brasil and CPFL Geração
In order to simplify the current corporate structure and centralize the energy generation operations on the subsidiary CPFL Geração, the restructuring in March 2013 involved a partial spin-off from the subsidiary CPFL Brasil to the subsidiary CPFL Geração of the assets and liabilities related to the investment held by CPFL Brasil in the indirect subsidiary CPFL Renováveis. Consequently, as from January 1, 2013, the base date of the spin-off, the subsidiary CPFL Geração holds 63% of the capital of the indirect subsidiary CPFL Renováveis.
The net assets spun-off from the subsidiary CPFL Brasil, as of December 31, 2012, are R$ 1, comprised of (i) cash and cash equivalents of R$ 19; (ii) investment in CPFL Renováveis of R$ 905,281, (iii) acquisition goodwill of R$ 190,300; and (iv) debt of R$ 1,095,599 net of issuance costs. For the subsidiary CPFL Brasil, the spin-off represented a capital decrease of R$ 1, re-established simultaneously by the Company by a capital contribution of the same amount.
64
The goodwill of R$ 190,300 was recognized in the subsidiary CPFL Brasil at the time of the CPFL Renováveis business combination in 2011, as the subsidiary does not have control of its operations, and is therefore regarded as an associate. This transaction was accounted for at the time in the Company’s equity as a transaction between partners in the Company to have control. Since the subsidiary CPFL Geração obtained control over CPFL Renováveis with the corporate restructuring in March 2013, the subsidiary CPFL Geração recognized the transaction in the same way as the Company, i.e., the amount of R$ 190,300 was recognized in the profit or loss of that subsidiary.
In relation to the spun-off debt, corresponding to the issue of debentures, the subsidiary CPFL Geração issued new debentures to replace those issued by CPFL Brasil, with the same cost, amortization term and interest rate characteristics.
11.3 – Added value of assets (net) and goodwill
Net adjustment to fair value (added value) of assets refers mainly to the right to the concession, acquired through business combinations. The goodwill relates mainly to the acquisition of investments, based on projections of future income.
In the consolidated financial statements these amounts are classified under Intangible Assets (Note 13).
11.4 – Dividends and Interest on shareholders’ equity receivable
Parent company | |||||||||||
Dividends |
Interest on shareholders´ equity |
Total | |||||||||
Investment |
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | |||||
CPFL Paulista |
389,872 |
254,294 |
34,879 |
12,683 |
424,751 |
266,978 | |||||
CPFL Piratininga |
117,816 |
88,211 |
11,267 |
5,879 |
129,083 |
94,090 | |||||
CPFL Santa Cruz |
19,764 |
14,481 |
3,916 |
2,043 |
23,681 |
16,524 | |||||
CPFL Leste Paulista |
10,323 |
- |
940 |
- |
11,263 |
- | |||||
CPFL Sul Paulista |
15,975 |
5,153 |
2,165 |
1,130 |
18,140 |
6,282 | |||||
CPFL Jaguari |
8,508 |
- |
723 |
- |
9,232 |
- | |||||
CPFL Mococa |
9,479 |
- |
1,166 |
- |
10,645 |
- | |||||
RGE |
- |
- |
25,039 |
- |
25,039 |
- | |||||
CPFL Geração |
- |
- |
24,730 |
- |
24,730 |
- | |||||
CPFL Jaguari Geração |
1,719 |
- |
- |
- |
1,719 |
- | |||||
CPFL Brasil |
- |
- |
76 |
- |
76 |
- | |||||
CPFL Planalto |
5,101 |
5,101 |
- |
- |
5,101 |
5,101 | |||||
CPFL Serviços |
9,080 |
7,139 |
1,601 |
646 |
10,681 |
7,785 | |||||
CPFL Atende |
869 |
1,102 |
624 |
357 |
1,493 |
1,459 | |||||
Nect Serviços |
5,750 |
3,253 |
- |
- |
5,750 |
3,253 | |||||
CPFL Total |
- |
- |
404 |
- |
404 |
- | |||||
594,256 |
378,735 |
107,531 |
22,738 |
701,788 |
401,473 |
11.5 – Business combinations 2013
Rosa dos Ventos Geração e Comercialização de Energia S.A. - RDV (it is expected that the transaction will be concluded by the end of September 2013)
June 18, 2013, the subsidiary CPFL Renováveis signed a contract for acquisition of 100% of the assets of the Canoa Quebrada windfarms, with installed capacity of 10.5 MW, and
Lagoa do Mato, with installed capacity of 3.2 MW, located on the coast of the State of Ceará. Both are operating commercially, and there is a contract with Eletrobrás, through PROINFA (Incentive Program for Alternative Sources of Electric Energy) for all the energy generated by these farms (physical information and energetic capacity measures not reviewed by the independent auditors).
The total purchase price is R$ 99,700, which includes: (i) the amount of R$ 62,000 to be paid to the seller; and (ii) assumption of Rosa dos Ventos’ debt of R$ 37,700. These amounts may be adjusted by the closing date of the acquisition, in accordance with the share purchase agreement. Acquisition of the control and payment of the purchase price are subject to compliance with the conditions established in the share purchase agreement and obtaining the pertinent authorizations.
65
( 12 ) PROPERTY, PLANT AND EQUIPMENT
Consolidated | |||||||||||||||
Land |
Reservoirs, dams and water mains |
Buildings, construction and improvements |
Machinery and equipment |
Vehicles |
Furniture and fittings |
In progress |
Total | ||||||||
At December 31, 2012 restated |
110,609 |
1,116,551 |
1,312,422 |
3,908,751 |
5,370 |
15,986 |
634,372 |
7,104,060 | |||||||
Historic cost |
117,394 |
1,459,396 |
1,677,795 |
5,044,085 |
10,772 |
23,956 |
634,372 |
8,967,769 | |||||||
Accumulated depreciation |
(6,786) |
(342,845) |
(365,372) |
(1,135,334) |
(5,402) |
(7,969) |
- |
(1,863,708) | |||||||
Additions |
- |
356 |
2,073 |
809 |
- |
4 |
601,837 |
605,078 | |||||||
Disposals |
- |
- |
- |
(30) |
(294) |
- |
(147) |
(472) | |||||||
Transfers |
2,410 |
(56,479) |
(171,989) |
263,517 |
10,924 |
272 |
(48,655) |
- | |||||||
Transfers - other assets |
- |
- |
- |
- |
- |
- |
7,962 |
7,962 | |||||||
Depreciation |
(1,987) |
(22,871) |
(24,984) |
(111,238) |
(715) |
(1,157) |
- |
(162,951) | |||||||
Disposal of depreciation |
- |
- |
- |
21 |
258 |
- |
- |
278 | |||||||
At June 30, 2013 |
111,032 |
1,037,556 |
1,117,524 |
4,061,831 |
15,542 |
15,104 |
1,195,368 |
7,553,955 | |||||||
Historic cost |
119,804 |
1,403,781 |
1,466,361 |
5,347,881 |
21,382 |
23,851 |
1,195,368 |
9,578,427 | |||||||
Accumulated depreciation |
(8,772) |
(366,225) |
(348,837) |
(1,286,049) |
(5,840) |
(8,747) |
- |
(2,024,471) | |||||||
Average depreciation rate |
3.86% |
3.17% |
2.71% |
4.18% |
15.08% |
9.93% |
In accordance with CPC 20 and IAS 23, the interest on the loans and financing taken out by the subsidiaries is capitalized to qualifying property, plant and equipment assets. For further details on amounts capitalized and interest rates see Note 28.
In the first quarter of 2013, the subsidiary CPFL Renováveis completed the review of the property, plant and equipment control of the subsidiary BVP, and, as a result of this process, reclassified buildings and improvements to machinery and equipment, stated in the line “transfers”. The reclassification had no effect on the depreciation expense, as the useful lives of the assets were adequate.
66
( 13 ) INTANGIBLE ASSETS
Consolidated | |||||||||||||
Goodwill |
Concession rights |
Other intangible assets |
Total | ||||||||||
Acquired in business combinations |
Distribution infrastructure - operational |
Distribution infrastructure - in progress |
Public utility |
||||||||||
At December 31, 2012 restated |
6,115 |
4,626,701 |
3,816,428 |
633,313 |
33,001 |
80,108 |
9,195,667 | ||||||
Historical cost |
6,152 |
6,836,961 |
9,183,730 |
633,313 |
38,679 |
156,661 |
16,855,496 | ||||||
Accumulated Amortization |
(37) |
(2,210,260) |
(5,367,301) |
- |
(5,678) |
(76,553) |
(7,659,829) | ||||||
Additions |
- |
- |
- |
449,639 |
- |
3,898 |
453,537 | ||||||
Amortization |
- |
(149,421) |
(207,212) |
- |
(710) |
(6,910) |
(364,253) | ||||||
Transfer - intangible assets |
- |
- |
285,996 |
(285,996) |
- |
- |
- | ||||||
Transfer - financial asset |
- |
- |
- |
(229,099) |
- |
- |
(229,099) | ||||||
Transfer - other assets |
- |
- |
(11,746) |
- |
- |
(11,837) |
(23,583) | ||||||
Disposals |
- |
- |
- |
- |
- |
(625) |
(625) | ||||||
At June 30, 2013 |
6,115 |
4,477,280 |
3,883,467 |
567,856 |
32,292 |
64,635 |
9,031,645 | ||||||
Historic cost |
6,152 |
6,836,264 |
9,326,026 |
567,856 |
38,679 |
152,189 |
16,927,166 | ||||||
Accumulated depreciation |
(37) |
(2,358,984) |
(5,442,559) |
- |
(6,387) |
(87,554) |
(7,895,521) |
In the consolidated statements, amortization is recorded in profit or loss, under the following headings: (i) “depreciation and amortization” for amortization of the intangible assets related to Distribution Infrastructure, Use of Public Utilities and Other Intangible Assets; and (ii) “amortization of intangible concession asset” for amortization of the intangible asset acquired through a business combination (Note 28).
In accordance with CPC 20 and IAS 23, the interest on loans taken out by the subsidiaries is capitalized to qualifying intangible assets. For further details on amounts capitalized and interest rates see Note 28.
67
13.1 Intangible assets acquired in business combinations
The following table shows the breakdown of the intangible asset of exploitation rights of the concession acquired in business combinations:
Consolidated | |||||||||||
June 30, 2013 |
December 31, 2012 restated |
Annual amortization rate | |||||||||
Historic cost |
Accumulated amortization |
Net value |
Net value |
2013 |
2012 | ||||||
Intangible asset - acquired in business combinations |
|||||||||||
Intangible asset acquired, not merged |
|||||||||||
Parent company |
|||||||||||
CPFL Paulista |
304,861 |
(147,743) |
157,119 |
166,305 |
6.03% |
6.05% | |||||
CPFL Piratininga |
39,065 |
(17,925) |
21,139 |
22,086 |
4.85% |
5.58% | |||||
RGE |
3,150 |
(1,115) |
2,035 |
2,128 |
5.86% |
6.90% | |||||
CPFL Geração |
54,555 |
(25,073) |
29,482 |
30,793 |
4.83% |
5.28% | |||||
CPFL Santa Cruz |
9 |
(6) |
4 |
5 |
16.40% |
16.25% | |||||
CPFL Leste Paulista |
3,333 |
(1,951) |
1,382 |
1,673 |
17.45% |
16.16% | |||||
CPFL Sul Paulista |
7,288 |
(4,237) |
3,051 |
3,668 |
16.94% |
17.90% | |||||
CPFL Jaguari |
5,213 |
(3,073) |
2,140 |
2,570 |
16.49% |
14.40% | |||||
CPFL Mococa |
9,110 |
(5,608) |
3,501 |
4,365 |
18.96% |
18.29% | |||||
CPFL Jaguari Geração |
7,896 |
(2,001) |
5,895 |
6,174 |
7.07% |
7.64% | |||||
434,480 |
(208,732) |
225,748 |
239,766 |
||||||||
Subsidiaries |
|||||||||||
ENERCAN |
10,233 |
(3,968) |
6,265 |
6,568 |
5.94% |
6.27% | |||||
Barra Grande |
3,081 |
(1,445) |
1,636 |
1,715 |
5.17% |
5.49% | |||||
Chapecoense |
7,376 |
(984) |
6,392 |
6,615 |
6.06% |
6.06% | |||||
EPASA |
499 |
(55) |
443 |
456 |
4.98% |
4.76% | |||||
CPFL Renováveis |
3,138,601 |
(221,930) |
2,916,671 |
2,981,123 |
4.11% |
3.42% | |||||
Outros |
14,478 |
(13,034) |
1,444 |
1,805 |
4.99% |
4.99% | |||||
3,174,267 |
(241,417) |
2,932,850 |
2,998,282 |
||||||||
Subtotal |
3,608,747 |
(450,149) |
3,158,598 |
3,238,048 |
|||||||
Intangible asset acquired and merged – Deductible |
|||||||||||
Subsidiaries |
|||||||||||
RGE |
1,120,266 |
(788,429) |
331,837 |
342,449 |
1.89% |
1.74% | |||||
CPFL Geração |
426,450 |
(262,955) |
163,495 |
171,292 |
3.66% |
4.00% | |||||
Subtotal |
1,546,716 |
(1,051,384) |
495,332 |
513,741 |
|||||||
Intangible asset acquired and merged – Reassessed |
|||||||||||
Parent company |
|||||||||||
CPFL Paulista |
1,074,026 |
(565,132) |
508,895 |
537,838 |
5.39% |
5.48% | |||||
CPFL Piratininga |
115,762 |
(53,119) |
62,642 |
65,448 |
4.85% |
5.58% | |||||
RGE |
310,128 |
(116,659) |
193,469 |
202,237 |
5.65% |
6.03% | |||||
CPFL Santa Cruz |
61,685 |
(46,316) |
15,369 |
18,498 |
10.14% |
10.05% | |||||
CPFL Leste Paulista |
27,034 |
(18,462) |
8,571 |
10,528 |
14.47% |
13.91% | |||||
CPFL Sul Paulista |
38,168 |
(25,830) |
12,339 |
15,015 |
14.02% |
14.52% | |||||
CPFL Mococa |
15,124 |
(10,611) |
4,513 |
5,636 |
14.85% |
14.56% | |||||
CPFL Jaguari |
23,600 |
(16,102) |
7,498 |
9,182 |
14.28% |
13.44% | |||||
CPFL Jaguari Geração |
15,275 |
(5,221) |
10,054 |
10,530 |
6.23% |
6.73% | |||||
Subtotal |
1,680,801 |
(857,451) |
823,350 |
874,912 |
|||||||
Total |
6,836,264 |
(2,358,984) |
4,477,280 |
4,626,701 |
For the balances relating to the subsidiary CPFL Renováveis, amortization is recorded for the remaining terms of the respective exploration authorizations, using the straight line method. For the other balances, the amortization rates for intangible assets acquired through business combinations are based on the projected income curves of the concessionaires for the remainder of the concession term, and these projections are reviewed annually.
68
( 14 ) SUPPLIERS
Consolidated | |||
June 30, 2013 |
December 31, 2012 restated | ||
Current |
|||
System Service Charges |
98,538 |
138,973 | |
Energy purchased |
1,110,599 |
971,977 | |
Electricity Network Usage Charges |
92,293 |
166,565 | |
Materials and Services |
222,520 |
326,544 | |
Free Energy |
88,081 |
85,078 | |
Total |
1,612,030 |
1,689,137 | |
Noncurrent |
|||
Materials and Services |
- |
4,467 |
( 15 ) ACCRUED INTEREST ON LOANS AND FINANCING AND LOANS AND FINANCING
Consolidated | ||||||||||||||||
June 30, 2013 |
December 31, 2012 restated | |||||||||||||||
Interest - Current and Noncurrent |
Principal |
|
Total |
Interest - Current and Noncurrent |
Principal |
|
Total | |||||||||
Current |
Noncurrent |
Current |
Noncurrent |
|||||||||||||
Measured at cost |
||||||||||||||||
Brazilian currency |
||||||||||||||||
BNDES - Power increases |
9 |
2,969 |
- |
2,978 |
16 |
3,601 |
1,217 |
4,834 | ||||||||
BNDES/BNB - Investment |
16,901 |
1,001,734 |
3,777,942 |
4,796,577 |
22,923 |
637,305 |
3,809,188 |
4,469,416 | ||||||||
BNDES - Property income |
45 |
1,875 |
6,349 |
8,269 |
65 |
2,036 |
7,476 |
9,578 | ||||||||
BNDES - Working capital |
24 |
6,895 |
- |
6,919 |
143 |
36,928 |
- |
37,071 | ||||||||
Financial Institutions |
144,396 |
1,155,813 |
1,243,172 |
2,543,381 |
153,720 |
725,379 |
1,406,468 |
2,285,567 | ||||||||
Other |
791 |
11,786 |
21,492 |
34,069 |
784 |
11,616 |
23,638 |
36,039 | ||||||||
Subtotal |
162,166 |
2,181,072 |
5,048,955 |
7,392,193 |
177,652 |
1,416,864 |
5,247,988 |
6,842,504 | ||||||||
Foreign currency |
||||||||||||||||
Financial Institutions |
458 |
2,320 |
46,330 |
49,108 |
452 |
2,170 |
44,423 |
47,045 | ||||||||
Total at Cost |
162,624 |
2,183,391 |
5,095,285 |
7,441,301 |
178,104 |
1,419,034 |
5,292,411 |
6,889,549 | ||||||||
Measured at fair value |
||||||||||||||||
Foreign currency |
||||||||||||||||
Financial Institutions |
23,700 |
227,065 |
2,578,956 |
2,829,720 |
22,460 |
- |
2,365,786 |
2,388,245 | ||||||||
Total at fair value |
23,700 |
227,065 |
2,578,956 |
2,829,720 |
22,460 |
- |
2,365,786 |
2,388,245 | ||||||||
Total |
186,324 |
2,410,456 |
7,674,241 |
10,271,021 |
200,564 |
1,419,034 |
7,658,196 |
9,277,794 |
69
Consolidated |
||||||||||
Measured at amortized cost |
June 30. 2013 |
December 31. 2012 restated |
Annual interest |
Amortization |
Collateral | |||||
Brazilian currency |
|
|
|
|
|
|
|
|
|
|
BNDES - Power increases |
|
|
|
|
|
|
|
|
|
|
CPFL Renováveis |
|
|
|
|
|
|
|
|
|
|
CPFL Renováveis |
|
2,978 |
|
4,834 |
|
TJLP + 3.1% to 4.3% |
72 to 75 monthly installments from September 2007 to July 2008 |
CPFL Energia guarantee and promissory note | ||
|
|
|
|
|
|
|
|
|
|
|
BNDES/BNB/FINEP/NIB - Investment |
|
|
|
|
|
|
|
|
|
|
CPFL Paulista |
|
|
|
|
|
|
|
|
|
|
FINEM III |
|
13,437 |
|
26,885 |
|
TJLP + 3.3% |
72 monthly installments from January 2008 |
CPFL Energia guarantee. receivables and promissory note | ||
FINEM IV |
|
96,111 |
|
128,200 |
|
TJLP + 3.28% to 3.4% |
60 monthly installments from January 2010 |
CPFL Energia guarantee and receivables | ||
FINEM V |
|
153,810 |
|
170,651 |
|
TJLP + 2.12% to 3.3% |
72 monthly installments from February 2012 |
CPFL Energia guarantee and receivables | ||
FINEM V |
|
66,932 |
|
71,522 |
|
Fixed rate 5.5% to 8.0% |
114 monthly installments from August 2011 |
CPFL Energia guarantee and receivables | ||
FINEM VI |
|
193,616 |
|
149,873 |
|
TJLP + 2.06% |
72 monthly installments from January 2014 |
CPFL Energia guarantee and receivables | ||
FINEM VI |
|
198,012 |
|
190,349 |
|
Fixed rate 2.5% |
114 monthly installments from June 2013 |
CPFL Energia guarantee and receivables | ||
FINAME |
|
54,918 |
|
59,149 |
|
Fixed rate 4.5% |
96 monthly installments from January 2012 |
CPFL Energia guarantee | ||
CPFL Piratininga |
|
|
|
|
|
|
|
|
|
|
FINEM II |
|
7,982 |
|
15,971 |
|
TJLP + 3.3% |
72 monthly installments from January 2008 |
CPFL Energia guarantee. receivables and promissory note | ||
FINEM III |
|
40,061 |
|
53,434 |
|
TJLP + 3.28% to 3.4% |
60 monthly installments from January 2010 |
CPFL Energia guarantee and receivables | ||
FINEM V |
|
58,753 |
|
55,166 |
|
TJLP + 2.06% to 3.08% |
72 monthly installments from January 2014 |
CPFL Energia guarantee and receivables | ||
FINEM V |
|
30,079 |
|
29,591 |
|
Fixed rate 2.5% |
114 monthly installments from June 2013 |
CPFL Energia guarantee and receivables | ||
FINEM IV |
|
82,810 |
|
91,622 |
|
TJLP + 2.12% to 3.3% |
72 monthly installments from February 2012 |
CPFL Energia guarantee and receivables | ||
FINEM IV |
|
32,908 |
|
35,125 |
|
Fixed rate 5.5% to 8% |
114 monthly installments from August 2011 |
CPFL Energia guarantee and receivables | ||
FINAME |
|
26,041 |
|
28,048 |
|
Fixed rate 4.5% |
96 monthly installments from January 2012 |
CPFL Energia guarantee | ||
RGE |
|
|
|
|
|
|
|
|
|
|
FINEM IV |
|
61,180 |
|
81,606 |
|
TJLP + 3.28 to 3.4% |
60 monthly installments from January 2010 |
CPFL Energia guarantee and receivables | ||
FINEM V |
|
92,805 |
|
102,980 |
|
TJLP + 2.12 to 3.3% |
72 monthly installments from February 2012 |
CPFL Energia guarantee and receivables | ||
FINEM V |
|
21,957 |
|
23,385 |
|
Fixed rate 5.5% |
96 monthly installments from February 2013 |
CPFL Energia guarantee and receivables | ||
FINEM VI |
|
127,990 |
|
85,257 |
|
TJLP + 2.06 to 3.08% |
72 monthly installments from January 2014 |
CPFL Energia guarantee and receivables | ||
FINEM VI |
|
52,732 |
|
51,671 |
|
Fixed rate 2.5% |
114 monthly installments from June 2013 |
CPFL Energia guarantee and receivables | ||
FINAME |
|
13,068 |
|
14,074 |
|
Fixed rate 4.5% |
96 monthly installments from January 2012 |
CPFL Energia guarantee | ||
FINAME |
|
375 |
|
404 |
|
Fixed rate 10.0% |
90 monthly installments from May 2012 |
Equipment fiduciary alienation | ||
CPFLSanta Cruz |
|
|
|
|
|
|
|
|
|
|
FINAME e CCB |
|
4,288 |
|
5,527 |
|
TJLP + 2.00% to 2.90% |
59 monthly installments from December 2010 |
CPFL Energia guarantee and receivables | ||
FINEM I |
|
14,432 |
|
18,374 |
|
TJLP + 1.66% to 3.06% |
28 monthly installments from January 2013 |
CPFL Energia guarantee | ||
FINEM I |
|
5,142 |
|
4,330 |
|
TJLP + 1.66% to 3.06% |
1 installment in April 2015 |
CPFL Energia guarantee | ||
CPFL Leste Paulista |
|
|
|
|
|
|
|
|
|
|
CCB |
|
3,388 |
|
4,090 |
|
TJLP + 2.9% |
54 monthly installments from June 2011 |
CPFL Energia guarantee and receivables | ||
FINEM I |
|
7,154 |
|
8,881 |
|
TJLP + 1.66% to 3.06% |
28 monthly installments from January 2013 |
CPFL Energia guarantee | ||
FINEM I |
|
1,684 |
|
1,685 |
|
TJLP + 2.06% to 3.06% |
1 installment in April 2015 |
CPFL Energia guarantee | ||
CPFL Sul Paulista |
|
|
|
|
|
|
|
|
|
|
CCB |
|
3,669 |
|
4,430 |
|
TJLP + 2.9% |
54 monthly installments from June 2011 |
CPFL Energia guarantee and receivables | ||
FINEM I |
|
8,937 |
|
11,071 |
|
TJLP + 1.66% to 3.06% |
28 monthly installments from January 2013 |
CPFL Energia guarantee | ||
FINEM I |
|
1,366 |
|
1,242 |
|
TJLP + 2.06% to 3.06% |
1 installment in April 2015 |
CPFL Energia guarantee | ||
CPFL Jaguari |
|
|
|
|
|
|
|
|
|
|
CCB |
|
2,092 |
|
2,639 |
|
TJLP + 2.9% |
54 monthly installments from December 2010 |
CPFL Energia guarantee and receivables | ||
CCB |
|
2,137 |
|
2,138 |
|
TJLP + 3.1% |
96 monthly installments from June 2014 |
CPFL Energia guarantee | ||
CCB |
|
567 |
|
531 |
|
Basket of currencies + 2.1% |
96 monthly installments from June 2014 |
CPFL Energia guarantee | ||
CPFL Mococa |
|
|
|
|
|
|
|
|
|
|
CCB |
|
2,431 |
|
3,040 |
|
TJLP + 2.9% |
54 monthly installments from January 2011 |
CPFL Energia guarantee and receivables | ||
CCB |
|
2,749 |
|
2,750 |
|
TJLP + 3.1% |
96 monthly installments from June 2014 |
CPFL Energia guarantee | ||
CCB |
|
729 |
|
683 |
|
Basket of currencies + 2.1% |
96 monthly installments from June 2014 |
CPFL Energia guarantee | ||
CPFL Serviços |
|
|
|
|
|
|
|
|
|
|
FINAME |
|
10,731 |
|
3,478 |
|
Fixed rate 2.5% to 10.0% |
120 monthly installments from November 2012 |
CPFL Energia guarantee and equipment fiduciary alienation | ||
FINAME |
|
94 |
|
101 |
|
TJLP + 4.2% |
90 monthly installments from November 2012 |
CPFL Energia guarantee and equipment fiduciary alienation | ||
CERAN |
|
|
|
|
|
|
|
|
|
|
CERAN |
|
433,764 |
|
458,569 |
|
TJLP + 3.69% to 5% |
168 monthly installments from December 2005 |
Pledge of shares. credit and concession rights and revenue and CPFL Energia guarantee | ||
CERAN |
|
55,197 |
|
54,067 |
|
Basket of currencies + 5% (1) |
168 monthly installments from February 2006 |
Pledge of shares. credit and concession rights and revenue and CPFL Energia guarantee | ||
CPFL Renováveis |
|
|
|
|
|
|
|
|
|
|
FINEM I |
|
368,574 |
|
384,629 |
|
TJLP + 1.95% |
168 monthly installments from october 2009 to July 2011 |
PCH Holding joint debtor letters of guarantee | ||
FINEM II |
|
33,684 |
|
35,395 |
|
TJLP + 1.90%. |
144 monthly installments from June 2011 |
CPFL Energia guarantee. fiduciary alienation of assets and joint fiduciary assignment of credit rights | ||
FINEM III |
|
624,773 |
|
616,796 |
|
TJLP + 1.72% |
192 monthly installments from May 2013 |
CPFL Energia guarantee. plegde of shares. fiduciary alienation of assets and joint fiduciary assignment of credit rights | ||
FINEM V |
|
118,759 |
|
124,508 |
|
TJLP + 2.8% to 3.4% |
143 monthly installments from December 2011 |
PCH Holding 2 and CPFL Renewable debtor solidarity. | ||
FINEM VI |
|
74,291 |
|
71,741 |
|
TJLP + 2.05% |
173 a 192 monthly installments from october 2013 e April 2015 |
CPFL Renováveis pledge of shares. pledge of receivables | ||
FINEM VII |
|
203,539 |
|
213,404 |
|
TJLP - 1.92 % |
156 monthly installments from october 2010 a September 2023 |
Pledge of shares. fiduciary alienation and equipment fiduciary alienation | ||
FINEM VIII |
|
40,378 |
|
39,024 |
|
TJLP + 2.02% |
192 monthly installments from January 2014 |
Pledge of CPFL Renováveis shares. pledge of shares and Reserve Account of SPE and assignment of Receivables | ||
FINEM IX |
|
50,684 |
|
54,413 |
|
TJLP + 2.15% |
120 monthly installments from May 2010 |
In process of negotiation | ||
FINEM X |
|
1,277 |
|
1,428 |
|
TJLP + 0% |
84 monthly installments from october 2010 |
Pledge of shares. fiduciary alienation and equipment fiduciary alienation | ||
FINEM XI |
|
143,776 |
|
149,558 |
|
TJLP + 1.87% to 1.9% |
108 to 168 monthly installments from January 2012 to January 2013. |
CPFL Energia guarantee. fiduciary alienation of assets and joint fiduciary assignment of credit rights | ||
FINAME I |
|
203,808 |
|
217,318 |
|
Fixed rate 5.5% |
102 to 108 monthly installments from January 2012 to August 2020 |
CPFL Energia guarantee. fiduciary alienation of assets and fiduciary assignment of credit rights | ||
FINAME II |
|
34,011 |
|
36,662 |
|
Fixed rate 4.5% |
102 monthly installments from June 2011 |
CPFL Energia guarantee. fiduciary alienation of assets and joint fiduciary assignment of credit rights | ||
FINAME III |
|
63,519 |
|
59,025 |
|
Fixed rate 2.5% |
108 monthly installments from January 2014 |
Pledge of CPFL Renováveis shares. pledge of shares and Reserve Account of SPE and assignment of receivables | ||
BNB |
|
139,629 |
|
144,251 |
|
Fixed rate at 9.5% to 10% p.a. |
168 monthly installments from January 2009 |
Fiduciary alienation | ||
BNB |
|
178,752 |
|
181,925 |
|
Fixed rate 10% p.a. |
222 monthly installments from May 2010 |
CPFL Energia guarantee | ||
NIB |
|
79,960 |
|
82,488 |
|
IGPM + 8.63% p.a. |
Interest and principal quarterly paid. |
No guarantee | ||
Ponte BNDES I |
|
60,878 |
|
- |
|
TJLP + 3.02 % |
1 installment in April 2014 |
Pledge of SPE shares | ||
Ponte BNDES II |
|
79,807 |
|
- |
|
TJLP + 3.02 % |
1 installment in February 2014 |
Pledge of SPE shares | ||
Ponte BNDES III |
|
186,732 |
|
- |
|
TJLP + 3.02 % |
1 installment in February 2014 |
Pledge of SPE shares | ||
Ponte BNDES IV |
|
119,778 |
|
- |
|
TJLP + 3.02% |
1 installment in April 2014 |
Pledge of SPE shares |
70
CPFL Brasil |
|
|
|
|
|
|
|
|
|
|
FINEP |
|
3,860 |
|
4,260 |
|
Fixed rate 5% |
81 monthly installments from August 2011 |
Receivables | ||
|
|
|
|
|
|
|
|
|
|
|
BNDES - Other |
|
|
|
|
|
|
|
|
|
|
CPFL Serviços |
|
|
|
|
|
|
|
|
|
|
Bens de Renda |
|
3,125 |
|
4,316 |
|
TJLP + 1.72% to 2.84% |
88 monthly installments from January 2010 |
Fiduciary alienation of assets and CPFL Energia guarantee | ||
Bens de Renda |
|
5,145 |
|
5,262 |
|
Fixed rate 4.5% to 8.7% |
125 monthly installments from March 2012 |
Fiduciary alienation of assets and CPFL Energia guarantee | ||
CPFL Piratininga |
|
|
|
|
|
|
|
|
|
|
Working capital |
|
- |
|
2,290 |
|
TJLP + 5% (2) |
24 monthly installments from February 2011 |
No guarantee | ||
Working capital |
|
6,919 |
|
20,766 |
|
TJLP + 5% |
24 monthly installments from october 2011 |
Promissory note | ||
CPFL Geração |
|
|
|
|
|
|
|
|
|
|
Working capital |
|
- |
|
14,015 |
|
TJLP + 4.95% |
24 monthly installments from July 2011 |
CPFL Energia guarantee | ||
|
|
|
|
|
|
|
|
|
|
|
Financial Institutions |
|
|
|
|
|
|
|
|
|
|
CPFL Paulista |
|
|
|
|
|
|
|
|
|
|
Banco do Brasil - Lei 8727 |
|
10,999 |
|
16,984 |
|
IGP-M + 7.42% |
240 monthly installments from May 1994 |
Receivables (CPFL Paulista and São Paulo Government) | ||
Banco do Brasil - Working capital |
|
104,691 |
|
104,612 |
|
107% of CDI |
1 installment in April 2015 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (*) |
|
189,207 |
|
182,385 |
|
98.5% of CDI |
04 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
89,415 |
|
174,749 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
CPFL Piratininga |
|
|
|
|
|
|
|
|
|
|
Banco do Brasil - Working capital (*) |
|
17,402 |
|
16,774 |
|
98.5% do CDI |
04 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
11,659 |
|
22,573 |
|
99% do CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
RGE |
|
|
|
|
|
|||||
Banco do Brasil - Working capital (*) |
|
177,047 |
|
172,665 |
|
98.50% of CDI |
04 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
33,840 |
|
62,992 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
CPFL Santa Cruz |
|
|
|
|
|
|||||
Banco do Brasil - Working capital (*) |
|
10,383 |
|
10,044 |
|
98.5% of CDI |
02 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
4,110 |
|
7,905 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
CPFL Leste Paulista |
|
|
|
|
|
|||||
Banco do Brasil - Working capital (*) |
|
10,675 |
|
10,326 |
|
98.5% of CDI |
02 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
10,580 |
|
20,429 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
Banco IBM - Working capital (***) |
|
8,989 |
|
9,316 |
|
100% of CDI |
14 semiannual installments from December 2012 e January 2013 |
CPFL Energia guarantee | ||
CPFL Sul Paulista |
|
|
|
|
|
|||||
Banco do Brasil - Working capital (*) |
|
6,424 |
|
6,215 |
|
98.5% of CDI |
02 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
5,672 |
|
10,950 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
CPFL Jaguari |
|
|
|
|
|
|
|
|
|
|
Banco do Brasil - Working capital (*) |
|
1,136 |
|
1,099 |
|
98.5% of CDI |
02 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
3,563 |
|
6,955 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
Banco IBM - Working capital (***) |
|
18,796 |
|
19,416 |
|
100% of CDI |
14 semiannual installments from December 2012 |
CPFL Energia guarantee | ||
CPFL Mococa |
|
|
|
|
|
|
|
|
|
|
Banco do Brasil - Working capital (*) |
|
5,386 |
|
5,210 |
|
98.5% of CDI |
02 annual installments from July 2012 |
CPFL Energia guarantee | ||
Banco do Brasil - Working capital (**) |
|
1,807 |
|
3,471 |
|
99% of CDI |
02 annual installments from March 2013 |
CPFL Energia guarantee | ||
Banco IBM - Working capital (***) |
|
6,099 |
|
6,320 |
|
100% of CDI |
14 semiannual installments from December 2012 |
CPFL Energia guarantee | ||
CPFL Serviços |
|
|
|
|
|
|
|
|
|
|
Banco IBM - Working capital (***) |
|
7,789 |
|
8,248 |
|
CDI + 0.10% |
11 semiannual installments from June 2013 |
CPFL Energia guarantee | ||
CPFL Geração |
|
|
|
|
|
|||||
Banco do Brasil - Working capital |
|
625,106 |
|
624,326 |
|
107% of CDI |
1 installment in April 2015 |
CPFL Energia guarantee | ||
Bradesco - Nota promissória |
|
459,365 |
|
- |
|
CDI + 0.75% |
1 installment in June 2014 |
CPFL Energia guarantee | ||
CPFL Renováveis |
|
|
|
|
|
|||||
Banco Safra |
|
52,576 |
|
52,542 |
|
CDI+ 0.4% |
Annual installments unitl 2014 |
No guarantee | ||
HSBC |
|
342,410 |
|
397,523 |
|
CDI + 0.5% |
8 annual installments from June 2013 |
Shares alienation | ||
Banco do Brasil - Nota promissória |
|
- |
|
331,538 |
|
108.5% of CDI |
1 installment in January 2013 |
No guarantee | ||
Banco do Brasil - Nota promissória |
|
142,870 |
|
- |
|
108.5% of CDI |
1 installment in May 2013 |
No guarantee | ||
Banco Itaú - Working capital |
|
35,360 |
|
- |
|
CDI + 1.05% |
1 installment in November 2014 |
No guarantee | ||
Banco Itaú - Working capital |
|
150,000 |
|
- |
|
CDI + 105% |
Half-yearly installments to June 2014 |
No guarantee | ||
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|||||
Eletrobrás |
|
|
|
|
|
|
|
|
|
|
CPFL Paulista |
|
7,826 |
|
8,490 |
|
RGR + 6% to 6.5% |
monthly installments from August 2006 |
Receivables and promissory notes | ||
CPFL Piratininga |
|
479 |
|
555 |
|
RGR + 6% |
monthly installments from August 2006 |
Receivables and promissory notes | ||
RGE |
|
13,116 |
|
14,165 |
|
RGR + 6% |
monthly installments from August 2006 |
Receivables and promissory notes | ||
CPFL Santa Cruz |
|
2,519 |
|
2,806 |
|
RGR + 6% |
monthly installments from January 2007 |
Receivables and promissory notes | ||
CPFL Leste Paulista |
|
1,105 |
|
845 |
|
RGR + 6% |
monthly installments from February 2008 |
Receivables and promissory notes | ||
CPFL Sul Paulista |
|
1,233 |
|
1,366 |
|
RGR + 6% |
monthly installments from August 2007 |
Receivables and promissory notes | ||
CPFL Jaguari |
|
68 |
|
77 |
|
RGR + 6% |
monthly installments from June 2007 |
Receivables and promissory notes | ||
CPFL Mococa |
|
307 |
|
334 |
|
RGR + 6% |
monthly installments from January 2008 |
Receivables and promissory notes | ||
Other |
|
7,416 |
|
7,402 |
|
|
|
|
|
|
Subtotal Brazilian Currency - Cost |
|
7,392,193 |
|
6,842,504 |
|
|
|
|
|
|
71
Foreign Currency |
|
|
|
|
|
|
|
|
|
|
Financial institutions |
|
|
|
|
|
|
|
|
|
|
CPFL Paulista |
|
|
|
|
|
|
|
|
|
|
C-Bond (4) |
|
2,359 |
|
3,310 |
|
US$ + 8% FIXED |
21 semiannual installments from April 2004 |
Revenue/Government SP guaranteed | ||
Discount Bond (4) |
|
19,107 |
|
17,879 |
|
US$ + Libor 6 months + 0.8125% |
1 installment in April 2024 |
Revenue/Government SP guaranteed | ||
PAR-Bond (4) |
|
27,641 |
|
25,856 |
|
US$ + 6% FIXED |
1 installment in April 2024 |
Revenue/Government SP guaranteed | ||
Subtotal Foreign Currency - Cost |
|
49,108 |
|
47,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total Measured at cost |
|
7,441,301 |
|
6,889,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Foreign Currency |
|
|
|
|
|
|
|
|
|
|
Measured at fair value |
|
|
|
|
|
|
|
|
|
|
Financial Institutions |
|
|
|
|
|
|
|
|
|
|
CPFL Paulista |
|
|
|
|
|
|
|
|
|
|
BNP Paribas |
|
227,168 |
|
215,534 |
|
US$ + 2.78% (3) |
1 installment in June 2014 |
CPFL Energia guarantee and promissory notes | ||
J.P.Morgan |
|
112,650 |
|
106,746 |
|
US$ + 2.74% (3) |
1 installment in July 2014 |
CPFL Energia guarantee and promissory notes | ||
J.P.Morgan |
|
112,229 |
|
106,156 |
|
US$ + 2.55% (3) |
1 installment in August 2014 |
CPFL Energia guarantee and promissory notes | ||
Bank of America Merrill Lynch |
|
344,059 |
|
317,501 |
|
US$ + 2.33% (7) |
1 installment in July 2014 |
CPFL Energia guarantee and promissory notes | ||
Bank of America Merrill Lynch |
|
237,943 |
|
226,077 |
|
US$ + 3.69% (3) |
1 installment in July 2016 |
CPFL Energia guarantee and promissory notes | ||
Societe Generale |
|
51,087 |
|
48,535 |
|
US$ + 3.55% (3) |
1 installment in August 2016 |
CPFL Energia guarantee and promissory notes | ||
HSBC |
|
53,601 |
|
50,654 |
|
US$ + 2.37% (3) |
1 installment in September 2014 |
CPFL Energia guarantee and promissory notes | ||
Scotiabank |
|
55,410 |
|
52,444 |
|
US$ + 3.3125% (3) |
1 installment in July 2016 |
CPFL Energia guarantee and promissory notes | ||
Morgan Stanley |
|
115,264 |
|
107,877 |
|
US$ + Libor 6 months + 1.75% (3) |
1 installment in September 2016 |
CPFL Energia guarantee and promissory notes | ||
Citibank |
|
115,334 |
|
107,952 |
|
US$ + Libor 6 months + 1.77% (3) |
1 installment in September 2016 |
CPFL Energia guarantee and promissory notes | ||
CPFL Piratininga |
|
|
|
|
|
|
|
|
|
|
BNP Paribas |
|
67,468 |
|
63,855 |
|
US$ + 2.62% (3) |
1 installment in July 2014 |
CPFL Energia guarantee and promissory notes | ||
J.P.Morgan |
|
224,343 |
|
212,169 |
|
US$ + 2.52% (3) |
1 installment in August 2014 |
CPFL Energia guarantee and promissory notes | ||
Societe Generale |
|
67,034 |
|
63,685 |
|
US$ + 3.55% (3) |
1 installment in August 2016 |
CPFL Energia guarantee and promissory notes | ||
Scotiabank |
|
72,401 |
|
68,498 |
|
US$ + 3.3125% (3) |
1 installment in July 2016 |
CPFL Energia guarantee and promissory notes | ||
Citibank |
|
18,406 |
|
17,233 |
|
US$ + Libor 6 months + 1.69%(3) |
1 installment in August 2016 |
CPFL Energia guarantee and promissory notes | ||
Sumitomo Mitsui |
|
115,066 |
|
107,703 |
|
US$ + Libor 6 months + 1.75% (3) (****) |
1 installment in August 2016 |
CPFL Energia guarantee and promissory notes | ||
CPFL Geração |
|
|
|
|
|
|
|
|
|
|
Citibank |
|
143,814 |
|
134,642 |
|
US$ + Libor 6 months + 1.69% (3) |
1 installment in August 2016 |
CPFL Energia guarantee and promissory notes | ||
RGE |
|
|
|
|
|
|
|
|
|
|
J.P. Morgan |
|
107,129 |
|
101,214 |
|
US$ + 2.64% (3) |
1 installment in July 2016 |
CPFL Energia guarantee and promissory notes | ||
Bank of Tokyo-Mitsubishi |
|
39,401 |
|
- |
|
Libor 3m + 0.82% (6) |
1 installment in April 2018 |
CPFL Energia guarantee and promissory note | ||
Bank of Tokyo-Mitsubishi |
|
179,224 |
|
- |
|
Libor 3m + 0.83% (6) |
1 installment in May 2018 |
CPFL Energia guarantee and promissory note | ||
Citibank |
|
159,759 |
|
148,853 |
|
US$ + Libor 6 months + 1.45% (5) |
1 installment in April 2017 |
CPFL Energia guarantee and promissory notes | ||
CPFL Santa Cruz |
|
|
|
|
|
|
|
|
|
|
J.P. Morgan |
|
21,744 |
|
20,522 |
|
US$ + 2.38% (3) |
1 installment in July 2015 |
CPFL Energia guarantee and promissory notes | ||
Banco Santander |
|
19,704 |
|
- |
|
US$ + 2.544% (3) |
1 installment in June 2016 |
CPFL Energia guarantee and promissory note | ||
CPFL Leste Paulista |
|
|
|
|
|
|||||
Scotiabank |
|
27,584 |
|
25,920 |
|
US$ + 2.695% (3) |
1 installment in July 2015 |
CPFL Energia guarantee and promissory notes | ||
Citibank |
|
10,603 |
|
9,962 |
|
US$ + Libor 6 months + 1.52% (3) |
1 installment in September 2014 |
CPFL Energia guarantee and promissory notes | ||
CPFL Sul Paulista |
|
|
|
|
|
|||||
J.P. Morgan |
|
11,416 |
|
10,775 |
|
US$ + 2.38% (3) |
1 installment in July 2015 |
CPFL Energia guarantee and promissory notes | ||
Scotiabank |
|
11,585 |
|
10,912 |
|
US$ + 2.695% (3) |
1 installment in |
CPFL Energia guarantee and promissory notes | ||
Citibank |
|
10,603 |
|
9,985 |
|
US$ + Libor 6 months + 1.52% (3) |
1 installment in September 2014 |
CPFL Energia guarantee and promissory notes | ||
Banco Santander |
|
21,674 |
|
- |
|
US$ + 2.544% (3) |
1 installment in June 2016 |
CPFL Energia guarantee and promissory note | ||
CPFL Jaguari |
|
|
|
|
|
|||||
Scotiabank |
|
14,344 |
|
13,510 |
|
US$ + 2.695% (3) |
1 installment in July 2015 |
CPFL Energia guarantee and promissory notes | ||
Citibank |
|
9,718 |
|
9,162 |
|
US$ + Libor 6 months + 1.57% (3) |
1 installment in August 2014 |
CPFL Energia guarantee and promissory notes | ||
Santander |
|
30,541 |
|
- |
|
US$ + 2.544% (3) |
1 installment in June 2016 |
CPFL Energia guarantee and promissory note | ||
CPFL Mococa |
|
|
|
|
|
|||||
Scotiabank |
|
12,137 |
|
11,432 |
|
US$ + 2.695% (3) |
1 installment in July 2015 |
CPFL Energia guarantee and promissory notes | ||
Citibank |
|
9,277 |
|
8,737 |
|
US$ + Libor 6 months + 1.52%(3) |
1 installment in September 2014 |
CPFL Energia guarantee and promissory notes | ||
Total Foreign Currency - fair value |
|
2,829,720 |
|
2,388,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total consolidated |
|
10,271,021 |
|
9,277,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The subsidiaries hold swaps converting the operating cost of currency variation to interest tax variation in reais. corresponding to: | ||||||||||
(1) 176.2% of CDI |
|
(3) 95.50% to 106.85% of CDI |
|
(6) 106.40% to 107.70% of CDI | ||||||
(2) 106% to 106.5% of CDI |
|
(5) 108% of CDI |
|
|
|
|
|
| ||
(4) As certain assets are dollar indexed. a partial swap of R$ 11.952 was contracted. converting the currency variation to 95.78% of the CDI. | ||||||||||
(7) Loan originally maturing in July 2014 but paid early in July 2013 by contracting a predetermined future exchange rate. Accordingly, the Company is not subject to exchange exposure, even prepaing the related swap operation. | ||||||||||
(*) Efective tax | ||||||||||
(**) Effective tax: | ||||||||||
(***) Effective tax: | ||||||||||
CPFL Leste Paulista. CPFL Mococa and CPFL Jaguari - 100% CDI + 1.88% | ||||||||||
CPFL Serviços - CDI + 0.10 % + 1.88% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
(****) Effective tax: | ||||||||||
CPFL Piratininga – 98.65% CDI +0.10 |
In accordance with CPCs 38 and 39 and IAS 39, the Company and its subsidiaries classified their debts, as segregated in the tables above, as (i) other financial liabilities (or measured at amortized cost), and (ii) financial liabilities measured at fair value through profit and loss.
The objective of classification of financial liabilities measured at fair value is to compare the effects of recognition of income and expense derived from marking hedge derivatives to market, tied to the loans and financing, in order to obtain more relevant and consistent accounting information. At June 30, 2013, the total balance of the loans and financing measured at fair value was R$ 829,720 (R$ 2,388,245 at December 31, 2012).
72
Changes in the fair values of these loans and financing are recognized in the financial income (expense) of the subsidiaries. Losses of R$ 89,603 (R$ 95,435 at December 31, 2012), on marking the debts to market, less the gains of R$ 54,244 (R$ 81,753 at December 31, 2012), of marking to market the derivative financial instruments contracted as a hedge against foreign exchange variations (Note 32), results in a total net loss of R$ 35,378 (R$ 13,682 at December 31, 2012).
Main additions in the period:
Brazilian currency
Investment:
CPFL Paulista – FINEM VI – the subsidiary obtained approval for BNDES financing of R$ 790,000 in 2012, part of a FINEM credit line, to be used for the investment plan in 2012/2013. The amount of R$ 51,419 was released in the half-year and the outstanding balance of R$ 398,581 is scheduled for release by the end of the first quarter of 2014.
RGE – FINEM VI - the subsidiary obtained approval for financing of R$ 274,997 in 2012, part of a FINEM credit line, to be used in the subsidiary’s investment plan in 2012/2013. The amount of R$ 43,724 was released in the half-year and the outstanding balance of R$ 94,764 is scheduled for release in the first quarter of 2014.
CPFL Serviços – FINAME – In 2013, the subsidiary CPFL Serviços obtained financing from Banco Itaú BBA for the acquisition of vehicles and equipment. The amount of R$ 7,452 was released in the half-year. The agreement has no restrictive clauses
CPFL Renováveis – BNDES bridging loans I and IV – In 2012, the BNDES approved financing of R$ 175,476, to be used for the indirect subsidiaries Macacos, Costa Branca, Juremas and Pedra Preta. The whole amount was released in the half-year. There are no restrictive clauses for this transaction, only escrow of the subsidiaries’ shares.
CPFL Renováveis – BNDES bridging loans II and III – The indirect subsidiaries belonging to the Atlântica wind complex raised bridging loans amounting to R$ 263,714 from the BNDES, in order to meet the project requirements pending long-term financing. There are no restrictive clauses for this transaction, only escrow of the subsidiaries’ shares.
Financial institutions:
CPFL Renováveis – Banco do Brasil (Promissory note and working capital) - In 2012, the indirect subsidiaries Atlântica I, Atlântica II, Atlântica IV, Atlântica V, Alvorada and Coopcana signed financing agreements in the form of promissory notes amounting to R$ 320,000, to be used for construction of four wind farms and two biomass plants. The amount of R$ 332,107 was amortized in 2013, (principal of R$ 320,000 and interest of R$12.107). More promissory notes were issued on the same date, amounting to R$ 230,000, at the same cost of 108.5 % of the CDI, maturing in May 2013. The amount of R$ 94,399 was partially liquidated in May 2013, in relation to these new promissory notes, by using the BNDES bridging loan, this being principal of R$ 92,000 and interest of R$ 2,399. There are no restrictive clauses for this transaction.
CPFL Renováveis – Banco Itaú (Working capital) – The indirect subsidiaries belonging to the Campos dos Ventos II wind complex raised the amount of R$ 35,000 from Banco Itaú in the semester to build the project. There are no restrictive clauses for this transaction.
73
CPFL Geração – Promissory notes - On June 21, 2013, the subsidiary CPFL Geração issue the second series of promissory notes, by issuing 46 promissory notes with a unit face value of R$ 10,000, amounting to a total of R$ 460,000 (R$ 458,503 net of fundraising costs). The funds raised will be used to extend the indebtedness profile and/or reinforce working capital. There are no restrictive clauses for this transaction.
Foreign currency
Financial Institutions:
Banco Santander (CPFL Santa Cruz, CPFL Sul Paulista and CPFL Jaguari) – In June 2013, the subsidiaries contracted foreign currency financing amounting to a total of R$ 73,000 with a CDI swap. The interest will be paid half yearly and the principal will be paid in full at the end of the 3rd (third) year. The funds will be used to reinforce working capital.
RGE - Bank of Tokyo Mitsubishi (Working capital) – In April and May 2013, the subsidiary contracted foreign currency financing of R$ 204,616. The interest will be paid quarterly and the principal will be paid in full at the end of the 5th (fifth) year. The funds will be used to reinforce working capital and pay off debts.
The maturities of the principal long-term balances of loans and financing are scheduled as follows:
| |
Maturity |
Consolidated |
From July 1, 2014 |
1,317,580 |
2015 |
1,404,356 |
2016 |
1,609,199 |
2017 |
659,726 |
2018 |
670,952 |
After 2018 |
1,926,259 |
Subtotal |
7,588,072 |
Mark to Market |
86,169 |
Total |
7,674,241 |
RESTRICTIVE COVENANTS
The loan and financing agreements are subject to certain restrictive covenants and include clauses that require the Company and its subsidiaries to maintain certain financial ratios within pre-established parameters. The loans contracted in 2013 have the following clauses related to financial indicators:
RGE - Bank of Tokyo Mitsubishi (working capital) (calculated half yearly in accordance with the Company’s financial statements):
· That indebtedness divided by EBITDA – maximum of 3.75; and
· EBITDA divided by Financial Income (Expense) – minimum of 2.25.
74
CPFL Santa Cruz, CPFL Sul Paulista and CPFL Jaguari - Banco Santander (calculated half yearly in accordance with the Company’s financial statements):
· Net indebtedness divided by EBITDA – maximum of 3.75 and
· EBITDA divided by Financial Income (Expense) – minimum of 2.25.
For purposes of determining covenants, the definition of EBITDA takes into consideration inclusion of the main regulatory assets and liabilities.
The details of the restrictive conditions for other debts are presented in the Financial Statements of December 31, 2012.
At December 31, 2012 the indirect subsidiary Santa Luzia Energética S.A. (subsidiary of CPFL Renováveis) had not complied with the debt coverage ratio (ICSD), which requires cash generation of 1.2 times the debt service amount for the period. The total amount of the debt, R$ 112,747 at December 31, 2012, was classified in current liabilities. Early maturity of the debt due to non-compliance with the debt coverage ratio agreed was not declared at December 31, 2012 and on February 20, 2013, the subsidiary obtained a waiver from Banco do Brasil to determine the debt coverage ratio for the year ended December 31, 2012, and for the year ending December 31, 2013 and the half-year ending June 30, 2014. Failure to comply with the covenant also did not result in early maturity of other debts with specific cross-default conditions. At June 30, the balance of the debt is recorded in noncurrent liabilities.
In 2012, the subsidiary CPFL Leste Paulista signed an agreement with the BNDES for financing of R$ 12,272. The agreement includes restrictive clauses that require the subsidiary to maintain a maximum “Net Indebtedness divided by adjusted EBITDA” ratio of 3.5. At December 31, 2012 and June 30, 2013 the subsidiary had not complied with this obligation. Failure to comply with this non-monetary obligation does not involve the possibility of early maturity of this debt, neither does it result in early maturity of other debts with specific cross-default conditions.
Management of the Company and its subsidiaries monitor these ratios systematically and constantly to ensure that the contractual conditions are complied with. In the opinion of management, these restrictive covenants and clauses for which the indicators are measured half yearly are being adequately complied with, except as mentioned previously in relation to the subsidiary CPFL Leste Paulista, all the restrictive conditions and clauses are being adequately complied with at June 30, 2013. The indicators measured on an annual basis had been complied with at December 31, 2012 and will be measured again at the year-end closing.
75
( 16 ) ACCRUED INTEREST ON DEBENTURES AND DEBENTURES
Consolidated | ||||||||||||||||
June 30, 2013 |
December 31, 2012 restated | |||||||||||||||
Interest |
Current |
Noncurrent |
Total |
Interest |
Current |
Noncurrent |
Total | |||||||||
Parent Company |
||||||||||||||||
3rd issue |
Single series |
7,276 |
150,000 |
150,000 |
307,276 |
7,082 |
150,000 |
150,000 |
307,082 | |||||||
4th issue |
Single series |
9,948 |
- |
1,287,174 |
1,297,122 |
- |
- |
- |
- | |||||||
17,224 |
150,000 |
1,437,174 |
1,604,398 |
7,082 |
150,000 |
150,000 |
307,082 | |||||||||
CPFL Paulista |
||||||||||||||||
5th issue |
Single series |
3,196 |
- |
482,908 |
486,104 |
2,931 |
- |
482,726 |
485,657 | |||||||
6th issue |
Single series |
24,881 |
- |
657,967 |
682,848 |
26,304 |
- |
657,800 |
684,105 | |||||||
7th issue |
Single series |
15,523 |
- |
503,324 |
518,847 |
- |
- |
- |
- | |||||||
43,600 |
- |
1,644,200 |
1,687,799 |
29,235 |
- |
1,140,527 |
1,169,762 | |||||||||
CPFL Piratininga |
||||||||||||||||
3rd issue |
Single series |
4,894 |
- |
259,521 |
264,415 |
4,645 |
- |
259,391 |
264,036 | |||||||
5th issue |
Single series |
1,056 |
- |
159,603 |
160,659 |
969 |
- |
159,537 |
160,506 | |||||||
6th issue |
Single series |
4,146 |
- |
109,514 |
113,660 |
4,384 |
- |
109,474 |
113,858 | |||||||
7th issue |
Single series |
7,225 |
234,175 |
241,400 |
- |
- |
- |
- | ||||||||
17,321 |
- |
762,813 |
780,134 |
9,998 |
- |
528,403 |
538,400 | |||||||||
RGE |
||||||||||||||||
3rd issue |
1st series |
202 |
33,334 |
- |
33,536 |
184 |
33,333 |
- |
33,517 | |||||||
2nd series |
1,727 |
46,667 |
- |
48,394 |
3,383 |
46,667 |
- |
50,050 | ||||||||
3rd series |
405 |
13,334 |
- |
13,739 |
767 |
13,333 |
- |
14,100 | ||||||||
4th series |
318 |
16,666 |
- |
16,984 |
511 |
16,667 |
- |
17,178 | ||||||||
5th series |
318 |
16,666 |
- |
16,984 |
511 |
16,667 |
- |
17,178 | ||||||||
5th issue |
Single series |
462 |
- |
69,799 |
70,261 |
424 |
- |
69,766 |
70,190 | |||||||
6th issue |
Single series |
18,849 |
- |
498,435 |
517,284 |
19,928 |
- |
498,306 |
518,234 | |||||||
7th issue |
Single series |
5,228 |
- |
169,374 |
174,602 |
- |
- |
- |
- | |||||||
27,509 |
126,667 |
737,609 |
891,785 |
25,708 |
126,667 |
568,072 |
720,447 | |||||||||
CPFL Santa Cruz |
||||||||||||||||
1st issue |
Single series |
320 |
- |
64,776 |
65,096 |
292 |
- |
64,753 |
65,045 | |||||||
CPFL Brasil |
||||||||||||||||
2nd issue |
Single series |
1,522 |
- |
227,412 |
228,934 |
8,092 |
- |
1,316,259 |
1,324,351 | |||||||
CPFL Geração |
||||||||||||||||
3rd issue |
Single series |
4,969 |
- |
263,535 |
268,504 |
4,716 |
- |
263,402 |
268,118 | |||||||
4th issue |
Single series |
4,540 |
- |
678,098 |
682,638 |
4,169 |
- |
677,908 |
682,077 | |||||||
5th issue |
Single series |
7,293 |
- |
1,088,357 |
1,095,650 |
- |
- |
- |
- | |||||||
16,802 |
- |
2,029,990 |
2,046,792 |
8,885 |
- |
941,310 |
950,195 | |||||||||
CPFL Renováveis |
||||||||||||||||
1st issue - SIIF |
1st to 12th series |
813 |
34,013 |
478,402 |
513,228 |
1,774 |
33,483 |
481,051 |
516,308 | |||||||
1st issue - Renováveis |
Single series |
4,167 |
- |
427,155 |
431,322 |
3,760 |
- |
426,921 |
430,681 | |||||||
1st issue - PCH Holding 2 |
Single series |
24,105 |
- |
156,358 |
180,463 |
- |
- |
172,968 |
172,968 | |||||||
29,085 |
34,013 |
1,061,915 |
1,125,014 |
5,534 |
33,483 |
1,080,940 |
1,119,957 | |||||||||
TOTAL |
153,383 |
310,680 |
7,965,889 |
8,429,952 |
94,825 |
310,149 |
5,790,263 |
6,195,239 |
76
Issued |
Annual Remuneration |
Annual Effective rate |
Amortization Conditions |
Collateral | ||||||
Parent Company |
||||||||||
3rd issue |
Single series |
45,000 |
CDI + 0.45%(1) |
CDI + 0.53% |
3 annual installments from September 2012 |
Unsecured | ||||
4th issue |
Single series |
129,000 |
CDI + 0.40% |
CDI + 0.51% |
1 installment in May 2015 |
Unsecured | ||||
CPFL Paulista |
||||||||||
5th issue |
Single series |
4,840 |
CDI + 1.3% |
CDI + 1.4% |
1 single installment in June 2016 |
CPFL Energia guarantee | ||||
6th issue |
Single series |
660 |
CDI + 0.8% |
CDI + 0.87% |
3 annual installments from July 2017 |
CPFL Energia guarantee | ||||
7th issue |
Single series |
50,500 |
CDI + 0.83% (6) |
100.0% CDI + 0.89% |
4 annual installments from February 2018 |
CPFL Energia guarantee | ||||
CPFL Piratininga |
||||||||||
3rd issue |
Single series |
260 |
107% of CDI |
107% CDI + 0.67% |
1 single installment in April 2015 |
CPFL Energia guarantee | ||||
5th issue |
Single series |
1,600 |
CDI + 1.3% |
CDI + 1.41 |
1 single installment in June 2016 |
CPFL Energia guarantee | ||||
6th issue |
Single series |
110 |
CDI + 0.8% |
CDI + 0.91%. |
3 annual installments from July 2017 |
CPFL Energia guarantee | ||||
7th issue |
Single series |
23,500 |
CDI + 0.83% |
CDI + 0.89% |
4 annual installments from February 2018 |
CPFL Energia guarantee | ||||
RGE |
||||||||||
3rd issue |
1st series |
1 |
CDI + 0.6% (2) |
CDI + 0.71% |
3 annual installments from December 2011 |
CPFL Energia guarantee | ||||
2nd series |
1 |
CDI + 0.6% (3) |
CDI + 0.71% |
3 annual installments from December 2011 |
CPFL Energia guarantee | |||||
3rd series |
1 |
CDI + 0.6% (4) |
CDI + 0.71% |
3 annual installments from December 2011 |
CPFL Energia guarantee | |||||
4th series |
1 |
CDI + 0.6% (5) |
CDI + 0.84% |
3 annual installments from December 2011 |
CPFL Energia guarantee | |||||
5th series |
1 |
CDI + 0.6% (5) |
CDI + 0.84% |
3 annual installments from December 2011 |
CPFL Energia guarantee | |||||
5th issue |
Single series |
700 |
CDI + 1.3% |
CDI + 1.43% |
1 single installment in June 2016 |
CPFL Energia guarantee | ||||
6th issue |
Single series |
500 |
CDI + 0.8% (6) |
CDI + 0.88% |
3 annual installments from July 2017 |
CPFL Energia guarantee | ||||
7th issue |
Single series |
17,000 |
CDI + 0.83% (6) |
CDI + 0.88% |
4 annual installments from February 2018 |
CPFL Energia guarantee | ||||
CPFL Santa Cruz |
||||||||||
1st issue |
Single series |
650 |
CDI + 1.4% |
CDI + 1.52% |
2 annual instalments from June 2017 |
CPFL Energia guarantee | ||||
CPFL Brasil |
||||||||||
2nd issue |
Single series |
2,280 |
CDI + 1.4% |
CDI + 1.48% |
2 annual instalments from June 2017 |
CPFL Energia guarantee | ||||
CPFL Geração |
||||||||||
3rd issue |
Single series |
264 |
107% of CDI |
107% of CDI + 0.67% |
1 installment in April 2015 |
CPFL Energia guarantee | ||||
4th issue |
Single series |
6,800 |
CDI + 1.4% |
CDI + 1.49% |
2 annual instalments from June 2017 |
CPFL Energia guarantee | ||||
5th issue |
Single series |
10,920 |
CDI + 1.40% |
CDI + 1.48% |
2 annual instalments from June 2017 |
CPFL Energia guarantee | ||||
CPFL Renováveis |
||||||||||
1st issue - SIIF |
1st to 12th series |
528,649,076 |
TJLP + 1% |
TJLP + 1% + 0.22% |
39 consecutive semi-annual installments from 2009 |
Fiduciary alienation | ||||
1st issue - Renováveis |
Single series |
43,000 |
CDI + 1.7% |
CDI + 1.7% |
Annual installments from May 2015 and interest semi-annual installments from November 2012 |
Fiduciary alienation of BVP and PCH Holding dividends | ||||
1st issue - PCH Holding 2 |
Single series |
1,581 |
CDI + 1.6% |
CDI + 1.6% |
9 annual installments from 2015 to 2023 and monthly interest from June 2015 |
CPFL Renováveis guarantee | ||||
The Company and its subsidiaries hold swaps that convert the prefixed component of interest on the operation to interest rate variation in reais, corresponding to: | ||||||||||
(1) 104.4% of CDI |
(3) 104.85% of CDI |
(5) 104.87% of CDI |
||||||||
(2) 105.07% of CDI |
(4) 104.9% of CDI |
(6) 107.85% a 108.09%of CDI |
The maturities of the long-term balance of debentures are scheduled as follows:
Maturity |
Consolidated |
From July 1, 2014 |
166,530 |
2015 |
1,873,248 |
2016 |
793,395 |
2017 |
1,460,932 |
2018 |
1,742,508 |
After 2018 |
1,929,275 |
Total |
7,965,889 |
77
Main fundraising in the period
7th issue - CPFL Paulista, CPFL Piratininga and RGE
In the first quarter of 2013 a single series of registered, book-entry, unsecured debentures, not convertible into shares, of the subsidiaries CPFL Paulista, CPFL Piratininga and RGE was subscribed and paid up. The objective of the issue was to extend the indebtedness and reinforce the working capital of the subsidiaries. The debentures were guaranteed by the Company:
5th issue - CPFL Geração
In order to cover the corporate restructuring mentioned in Note 11.2, the 5th issue of 10,920 debentures of the subsidiary CPFL Geração was approved on March 28, 2013, with a unit value of R$ 100, and a total amount of R$ 1,092,000, respecting the same characteristics as those originally issued by the subsidiary CPFL Brasil. The issue was paid up by the former holders of the debentures issued by the subsidiary CPFL Brasil, and there was no financial movement.
4th issue – CPFL Energia
The 4th issue of 129,000 debentures by CPFL Energia, with a unit value of R$ 10, amounting to a total of R$ 1,290,000 (R$ 1,287,174 net of issuing costs) was approved in the second quarter of 2013. The debentures will mature simultaneously in May 2015 and the interest will be 100% of the DI + 0.4% p.a. There are no restrictive clauses for this transaction.
RESTRICTIVE COVENANTS
The debenture issues by the subsidiaries in the period include clauses that require the Company to maintain the following financial ratios:
7th issue - CPFL Paulista, CPFL Piratininga and RGE
· Net indebtedness divided by EBITDA - maximum of 3.75;
· EBITDA divided by Financial Income (Expense) - minimum of 2.25.
For purposes of determining covenants, the definition of EBITDA takes into consideration inclusion of the main regulatory assets and liabilities.
78
5th issue - CPFL Geração
· Net indebtedness divided by adjusted EBITDA, - maximum of 3.75; and
· Adjusted EBITDA divided by Financial Income (Expense) - minimum of 2.25;
The details of the restrictive covenants for the other debentures are presented in the December 31, 2012 Financial Statements.
Management of the Company and its subsidiaries monitor these ratios systematically and constantly to ensure that the conditions are complied with.
In the opinion of management of the Company and its subsidiaries, these restrictive covenants and clauses for which the indicators are measured half yearly are being adequately complied with at June 30, 2013. The indicators measured on an annual basis had been complied with at December 31, 2012 and will be measured again at the year-end closing.
( 17 ) POST-EMPLOYMENT BENEFIT OBLIGATION
The subsidiaries sponsor supplementary retirement and pension plans for their employees. The main characteristics of these plans are as follows:
17.1 - Characteristics
CPFL Paulista
The plan currently in force for the employees of the subsidiary CPFL Paulista through Fundação CESP is a Mixed Benefit Plan, in the form, to October 31, 1997, of a Defined Benefit Plan (Proportional Supplementary Defined Benefit – BSPS), and after that date, adoption of a mixed variable contribution model for scheduled retirement and a defined benefit plan for benefits for risk (disability and death).
As a result of modification of the Retirement Plan in October 1997, a liability was recognized as payable by the subsidiary in relation to the plan deficit calculated at the time by the external actuaries of Fundação CESP, to be settled in 260 installments (240 monthly and 20 annual installments) with maturities to October 2017, plus interest of 6% p.a. and restatement at the IGP-DI rate (FGV). Under the Contractual Amendment signed with Fundação CESP on January 17, 2008, the payment terms were amended to 238 monthly installments and 19 annual installments, as of the base date of December 31, 2007, with final maturity on October 31, 2027. The amount of the obligation at June 30, 2013 is R$ 571,484 (R$ 570,939 at December 31, 2012). At the end of each year, after appraisal by external actuaries, the balance of the obligation is adjusted to reflect the equilibrium of the equity of the Fundação CESP pension plans. The contract amount differs from the carrying amount recorded by the subsidiary, which is in accordance with CPC 33 / IAS 19.
The subsidiary’s managers may opt for a Free Benefit Generator Plan – PGBL (defined contribution), operated by either Banco do Brasil or Bradesco.
CPFL Piratininga
The plan currently in force for the employees of the subsidiary CPFL Piratininga through Fundação CESP is a Supplementary Retirement and Benefit Plan (Plano de Suplementação de Aposentadorias e Pensão), in the form, to March 31, 1998, of a Defined Benefit Plan (Proportional Supplementary Defined Benefit – BSPS), and after that date, adoption of a Defined Benefit Plan and a variable contribution plan.
79
In September 1997, through a contractual instrument of adjustment of reserves to be amortized, Eletropaulo Metropolitana El. São Paulo S.A. (the predecessor of Bandeirante) recognized an obligation to pay referring to the plan deficit determined at the time by the external actuaries of the Fundação CESP, to be liquidated in 260 installments (240 monthly and 20 annual installments), amortized monthly, plus interest of 6% p.a. and restatement at the IGP-DI rate (FGV). Under the Contractual Amendment, signed with Fundação CESP on January 17, 2008, the payment terms were amended to 221 monthly payments and 18 annual installments, as of December 31, 2007, with final maturity on May 31, 2026. The balance of the obligation at June 30, 2013 is R$ 164,213 (R$ 164,517 at December 31, 2012). At the end of each year, after appraisal by external actuaries, the balance of the obligation is adjusted to reflect the equilibrium of the equity of the Fundação CESP pension plans. The contract amount differs from the carrying amount recorded by the subsidiary, which is in accordance with CPC 33.
Managers may opt for a Free Benefit Generator Plan – PGBL (defined contribution), operated by either Banco do Brasil or Bradesco.
RGE
A defined benefit type plan, with a benefit level equal to 100% of the adjusted average of the most recent salaries, less the presumed Social Security benefit, with a Segregated Net Asset managed by ELETROCEEE. Only those whose work contracts were transferred from CEEE to RGE are entitled to this benefit. A defined benefit private pension plan was set up in January 2006 with Bradesco Vida e Previdência for employees admitted from 1997.
CPFL Santa Cruz
The benefits plan of the subsidiary CPFL Santa Cruz, managed by BB Previdência - Fundo de Pensão do Banco do Brasil, is a defined contribution plan.
CPFL Leste Paulista, CPFL Sul Paulista, CPFL Mococa e CPFL Jaguari
In December 2005, the companies joined the CMSPREV private pension plan, managed by IHPREV Pension Fund. The plan is structured as a defined contribution plan.
CPFL Geração
The employees of the subsidiary CPFL Geração belong to the same pension plan as CPFL Paulista.
With the modification of the Retirement Plan, at that point maintained by CPFL Paulista, in October 1997, a liability was recognized as payable by the subsidiary CPFL Geração, in relation to the plan deficit calculated by the external actuaries of Fundação CESP, to be amortized in 260 installments (240 monthly and 20 annual installments) to October 2017, plus interest of 6% p.a. and restatement at the IGP-DI rate (FGV). Under the Contractual Amendment, signed with Fundação CESP on January 17, 2008, the payment terms were amended to 238 monthly installments and 19 annual installments, as of December 31, 2007, with final maturity on October 31, 2027. The balance of the obligation, at June 30, 2013, is R$ 14,443 (R$ 14,430 at December 31, 2012). At the end of each year, after appraisal by external actuaries, the balance of the obligation is adjusted to reflect the equilibrium of the equity of the Fundação CESP pension plans. The contract amount differs from the carrying amount recorded by the subsidiary, which is in accordance with CPC 33 / IAS 19.
Managers may opt for a Free Benefit Generator Plan – PGBL (defined contribution), operated by either Banco do Brasil or Bradesco.
80
17.2 Changes in the defined benefit plans
The changes in the period in the net actuarial liability in accordance with CPC 33 are as follows:
June 30, 2013 | |||||||||
CPFL Paulista |
CPFL Piratininga |
CPFL Geração |
RGE |
Total liability | |||||
Actuarial liabilitieson December 31, 2012 restated |
657,231 |
174,223 |
8,355 |
26,136 |
865,945 | ||||
Expense recognized in income statement |
28,566 |
10,725 |
435 |
1,334 |
41,060 | ||||
Actuarial gain |
(341,569) |
(125,305) |
(8,230) |
(21,126) |
(496,230) | ||||
Sponsors' contributions transferred during the period |
(26,587) |
(8,494) |
(560) |
(2,735) |
(38,376) | ||||
Actuarial liabilities at the end of the period |
317,641 |
51,150 |
- |
3,610 |
372,399 | ||||
Other contributions |
14,482 |
404 |
59 |
761 |
15,706 | ||||
Actuarial liabilitieson December 31, 2012 restated |
332,123 |
51,554 |
59 |
4,371 |
388,105 | ||||
Current |
56,951 | ||||||||
Noncurrent |
331,154 |
As mentioned in Notes 2.9 and 3.1, the review of CPC 33 eliminated the corridor method (among other amendments), resulting in the need for recognition of the whole net actuarial liability at base date of the actuary’s report. At December 31, 2012, the liability was increased by R$ 515,932, against comprehensive income. Due to the significant change in the macroeconomic scenario in Brazil compared with December 31, 2012, the actuarial reports in the quarter where updated as at June 30, 2013 and the balances of liabilities and other comprehensive income were adjusted to reflect the new reports.
The income and expense recognized as operating cost in the actuary’s report are shown below:
1st semester 2013 | |||||||||
CPFL Paulista |
CPFL Piratininga |
CPFL Geração |
RGE |
Consolidated | |||||
Service cost |
814 |
3,448 |
92 |
327 |
4,681 | ||||
Interest on actuarial obligations |
188,426 |
49,624 |
4,326 |
12,755 |
255,131 | ||||
Expected return on plan assets |
(160,674) |
(42,347) |
(3,983) |
(11,748) |
(218,752) | ||||
Total expense |
28,566 |
10,725 |
435 |
1,334 |
41,060 | ||||
1st semester 2012 restated | |||||||||
CPFL Paulista |
CPFL Piratininga |
CPFL Geração |
RGE |
Consolidated | |||||
Service cost |
594 |
2,174 |
72 |
588 |
3,428 | ||||
Interest on actuarial obligations |
175,004 |
44,406 |
3,832 |
11,799 |
235,041 | ||||
Expected return on plan assets |
(162,407) |
(42,562) |
(4,038) |
(11,090) |
(220,097) | ||||
Amortization of unrecognized actuarial gains |
- |
- |
(1,705) |
- |
(1,705) | ||||
Total expense / (income) |
13,191 |
4,018 |
(1,838) |
1,297 |
16,668 |
As mentioned above, due to the changes in the Brazilian macroeconomic scenario, the actuarial reports were updated to June 2013 and the estimated expense to be registered in the second half year of 2013 is shown below:
Estimated - 2nd semester 2013 | |||||||||
CPFL Paulista |
CPFL Piratininga |
CPFL Geração |
RGE |
Consolidated | |||||
Service cost |
671 |
2,650 |
74 |
32 |
3,427 | ||||
Interest on actuarial obligations |
191,914 |
49,525 |
4,415 |
12,972 |
258,826 | ||||
Expected return on plan assets |
(176,918) |
(47,338) |
(4,577) |
(12,950) |
(241,783) | ||||
Effect of the limit on the asset to be accounted for |
- |
- |
134 |
- |
134 | ||||
Total expense |
15,667 |
4,837 |
46 |
54 |
20,604 |
81
The principal assumptions taken into consideration in the actuarial calculations, based on the actuary’s reports for the base dates of June 30, 2013 and 31 December, 2012 and 2011, were:
June 30, 2013 |
December 31, 2012 |
December 31, 2011 | |||
Nominal discount rate for actuarial liabilities: |
10.25% p.a. |
8.78% p.a. |
10.35% p.a. | ||
Nominal Return Rate on Assets: |
10.25% p.a. |
8.78% p.a. |
(*) | ||
Estimated Rate of nominal salary increase: |
6.69% p.a. |
6.69% p.a. |
6.69% p.a. | ||
Estimated Rate of nominal benefits increase: |
0.0% p.a. |
0.0% p.a. |
0.0% p.a. | ||
Estimated long-term inflation rate (basis for establishing nominal rates above) |
4.6% p.a. |
4.6% p.a. |
4.6% p.a. | ||
General biometric mortality table: |
AT-83 |
AT-83 |
AT-83 | ||
Biometric table for the onset of disability: |
Mercer table |
Mercer table |
Mercer table | ||
Expected turnover rate: |
0.30 / (Service time + 1) |
0.30 / (Service time + 1) |
0.30 / (Service time + 1) | ||
Likelihood of reaching retirement age: |
100% when a beneficiary of the Plan first becomes eligible |
100% when a beneficiary of the Plan first becomes eligible |
100% when a beneficiary of the Plan first becomes eligible | ||
(*) CPFL Paulista e CPFL Geração 11.51% p.a., CPFL Piratininga 11.72% p.a. and RGE 10.24% p.a. |
( 18 ) REGULATORY CHARGES
Consolidated | |||
June 30, 2013 |
December 31, 2012 restated | ||
Fee for the Use of Water Resources |
1,029 |
570 | |
Global Reverse Fund - RGR |
15,983 |
24,653 | |
ANEEL Inspection Fee |
2,127 |
2,421 | |
Fuel Consumption Account - CCC |
- |
34,432 | |
Energy Development Account - CDE |
12,937 |
48,700 | |
Total |
32,076 |
110,776 |
( 19 ) TAXES AND SOCIAL CONTRIBUTIONS PAYABLE
Consolidated | ||||
June 30, 2013 |
December 31, 2012 restated | |||
ICMS (State VAT) |
179,284 |
171,066 | ||
PIS (Tax on Revenue) |
13,046 |
13,438 | ||
COFINS (Tax on Revenue) |
60,169 |
75,992 | ||
IRPJ (Corporate Income Tax) |
56,205 |
99,801 | ||
CSLL (Social Contribution Tax) |
18,903 |
35,899 | ||
Income tax on shareholders' equity |
10,867 |
- | ||
Other |
28,428 |
34,275 | ||
Total |
366,904 |
430,472 |
82
( 20 ) PROVISION FOR TAX, CIVIL AND LABOR RISKS AND ESCROW DEPOSITS
Consolidated | |||||||
June 30, 2013 |
December 31, 2012 restated | ||||||
Provision for tax, civil and labor risks |
Escrow Deposits |
Provision for tax, civil and labor risks |
Escrow Deposits | ||||
Labor |
|||||||
Various |
111,882 |
88,016 |
68,205 |
152,762 | |||
Civil |
|||||||
Various |
169,227 |
154,237 |
26,972 |
160,826 | |||
Tax |
|||||||
FINSOCIAL |
18,968 |
54,074 |
18,968 |
54,074 | |||
Income Tax |
91,207 |
721,428 |
90,187 |
704,742 | |||
Interest on shareholders’ equity - PIS and COFINS |
12,838 |
12,838 |
12,517 |
12,517 | |||
PIS and COFINS - Non-Cumulative Method |
95,952 |
- |
94,677 |
- | |||
Other |
10,904 |
26,133 |
10,505 |
22,010 | |||
229,870 |
814,474 |
226,855 |
793,343 | ||||
Various |
23,985 |
14,442 |
27,062 |
18,408 | |||
Total |
534,964 |
1,071,169 |
349,094 |
1,125,339 |
The changes in the provisions for tax, civil and labor risks are shown below:
December 31, 2012 restated |
Addition |
Reversal |
Payment |
Monetary restatement |
June 30, 2013 | ||||||
Labor |
68,205 |
73,042 |
(1,343) |
(28,033) |
10 |
111,882 | |||||
Civil |
26,972 |
150,686 |
(1,334) |
(7,121) |
23 |
169,227 | |||||
Tax |
226,855 |
1,024 |
- |
(50) |
2,042 |
229,870 | |||||
Other |
27,062 |
- |
- |
(3,077) |
- |
23,985 | |||||
Provision for tax, civil and labor risks |
349,094 |
224,752 |
(2,676) |
(38,281) |
2,075 |
534,964 |
The provisions for tax, civil and labor risks were based on assessment of the risks of losing litigation to which the Company and its subsidiaries are parties, where a loss is probable in the opinion of the external legal advisers and the Management of the Company and its subsidiaries.
Details of the provisions for tax, civil and labor risks and escrow deposits are presented in the financial statements of December 31, 2012.
Possible losses - the Company and its subsidiaries are parties to other suits and risks in which Management, supported by its external legal advisers, believes that the chances of a successful outcome are possible, due to a solid defensive position in these cases. Consequently, no provision has been established for these. It is not yet possible to predict the outcome of the courts’ decisions or any other decisions in similar proceedings considered probable or remote. The claims relating to possible losses, at June 30, 2013, were as follows: (i) R$ 240,258 labor (R$ 329,590 at December 31, 2012) related mainly to workplace accidents, risk premium, overtime, etc; (ii) R$ 448,951 civil, related mainly to bodily injury, environmental impacts and tariff increases (R$ 588,378 at December 31, 2012); and (iii) R$ 2,609,792 tax, related mainly to Income tax, ICMS, FINSOCIAL and PIS and COFINS (R$ 1,490,715 at December 31, 2012), one of the main issues is the deductibility of the expense recognized in 1997 in relation to the deficit of R$ 933,987 of the pension plan for employees of the subsidiary CPFL Paulista with Fundação CESP, involving an escrow deposit of R$ 631,144.
83
The subsidiary CPFL Piratininga was involved in a process that challenges the ICMS calculation methodology for the supply of energy in the city of Santos/SP, which was classified as a possible loss until the first quarter of 2013. In May 2013, the subsidiary decided to enroll in the Special ICMS Financing Program - PEP, to take advantage of the reductions of 75% and 60%, respectively, in fines and interest. The impacts were recognized under the following headings in the Income Statement: (i) Deduction from Income – ICMS of R$ 31,789 and (ii) Financial Expense of R$ 41,549.
The subsidiaries CPFL Paulista and CPFL Piratininga were involved in lawsuits in relation to ICMS credits on fuel and lubricant purchases. A loss in these cases was considered possible by the Company’s external legal advisers, however, the subsidiaries decided to enroll in the Special ICMS Financing Program - PEP, to take advantage of the reductions in fines and interest. The impacts were recognized under the following headings in the Income Statement: (i) Operating Expense of R$ 14,794 and (ii) Financial Expense of R$ 17,296.
Based on the opinion of their external legal advisers, Management of the Company and its subsidiaries, believes that the amounts recorded reflect the current best estimate.
( 21 ) USE OF PUBLIC UTILITIES
Consolidated | ||||||||
Companies |
June 30, 2013 |
|
December 31, 2012 restated |
|
Number of remaining installments |
Interest rates | ||
CERAN |
80,697 |
79,813 |
273 |
IGP-M + 9,6% p.a. | ||||
Current |
3,609 |
3,443 |
||||||
Noncurrent |
77,088 |
76,371 |
84
( 22 ) OTHER ACCOUNTS PAYABLE
Consolidated | |||||||
Current |
Noncurrent | ||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated | ||||
Consumers and Concessionaires |
57,291 |
59,917 |
- |
- | |||
Energy Efficiency Program - PEE |
193,149 |
168,520 |
12,109 |
11,772 | |||
Research & Development - P&D |
148,437 |
134,463 |
13,333 |
24,790 | |||
National Scientific and Technological Development Fund - FNDCT |
1,929 |
4,487 |
- |
- | |||
Energy Research Company - EPE |
964 |
2,242 |
- |
- | |||
Fund for Reversal |
- |
- |
17,750 |
17,750 | |||
Advances |
61,158 |
28,073 |
0 |
20 | |||
Provision for environmental expenditure |
- |
- |
52,763 |
46,215 | |||
Payroll |
13,113 |
12,361 |
- |
- | |||
Profit sharing |
30,062 |
49,396 |
4,171 |
7,846 | |||
Collections agreement |
74,491 |
76,371 |
- |
- | |||
Guarantees |
- |
- |
27,927 |
25,014 | |||
Advance CDE |
245,224 |
- |
- |
- | |||
Account payable - bussiness combination |
11,612 |
11,369 |
- |
- | |||
Other |
42,928 |
76,067 |
2,147 |
2,381 | |||
Total |
880,358 |
623,267 |
130,200 |
135,788 |
Eletrobrás Advance – Resources provided by the CDE – In Order n° 1711 of May 29, 2013, ANEEL authorized early advance by Eletrobrás to the distribution subsidiaries, using CDE funds, of the monthly amounts approved to cover discounts on the tariffs applicable to users of the public electric energy distribution service and the balanced reduction of the tariffs, for accrual periods May to November 2013. An amount of R$ 343,313 was advanced and the balance of R$ 245,224 relates to the period July to November 2013.
( 23 ) SHAREHOLDERS’ EQUITY
The shareholders’ interest in the Company’s equity at June 30, 2013 and December 31, 2012 are shown below:
Number of shares | ||||||||
June 30, 2013 |
December 31, 2012 | |||||||
Shareholders |
Common shares |
Interest % |
Common shares |
Interest % | ||||
BB Carteira Livre I FIA |
288,569,602 |
29.99 |
288,569,602 |
29.99 | ||||
Caixa de Previdência dos Funcionários do Banco do Brasil - Previ |
- |
- |
9,897,860 |
1.03 | ||||
VBC Energia S.A. |
- |
- |
9,897,860 |
1.03 | ||||
Camargo Correa S.A. |
837,860 |
0.09 |
12,642,390 |
1.31 | ||||
ESC Energia S.A. |
234,092,930 |
24.33 |
224,195,070 |
23.30 | ||||
Bonaire Participações S.A. |
6,308,790 |
0.66 |
6,308,790 |
0.66 | ||||
Energia São Paulo FIA |
136,820,640 |
14.22 |
115,118,250 |
11.96 | ||||
BNDES Participações S.A. |
81,053,460 |
8.42 |
81,053,460 |
8.42 | ||||
Antares Holdings Ltda. |
16,039,720 |
1.67 |
16,039,720 |
1.67 | ||||
Brumado Holdings Ltda. |
34,502,100 |
3.59 |
34,502,100 |
3.59 | ||||
Membros da Diretoria Executiva |
72,077 |
0.01 |
47,610 |
0.00 | ||||
Demais Acionistas |
163,977,081 |
17.04 |
164,001,548 |
17.04 | ||||
Total |
962,274,260 |
100.00 |
962,274,260 |
100.00 |
85
Details of the items included in shareholders’ equity are described in the financial statements of December 31, 2012.
23.1 – Change in interest and stock purchase option - Company’s controlling shareholders
In a Relevant Fact dated March 28, 2013 the Company informed that the stock purchase option by its controlling shareholders had been concluded. This transaction was disclosed previously in a Relevant Fact dated January 24, 2013, described in the financial statements of December 31, 2012.
After completion of the transaction, by means of the effective transfer of the shares on March 25, 2013, ownership of the shares is now as follows:
Number of shares-linked |
Number of shares | |||||||
Before disposal |
After disposal |
Before disposal |
After disposal | |||||
VBC Energia S.A. |
9,897,860 |
- |
9,897,860 |
- | ||||
ESC Energia S.A. |
224,188,344 |
234,086,204 |
224,195,070 |
234,092,930 | ||||
Camargo Corrêa S.A. |
11,804,530 |
- |
12,642,390 |
837,860 | ||||
BB Carteira Livre I FIA |
196,276,558 |
196,276,558 |
288,569,602 |
288,569,602 | ||||
Caixa de Previdência dos Funcionários do Banco do Brasil - Previ |
9,897,860 |
- |
9,897,860 |
- | ||||
Energia São Paulo FIA |
90,484,600 |
112,186,990 |
115,118,250 |
136,820,640 | ||||
Bonaire Participações S.A. |
10,000 |
10,000 |
6,308,790 |
6,308,790 | ||||
Shareholders control |
542,559,752 |
542,559,752 |
666,629,822 |
666,629,822 |
23.2 – Statutory reserve - financial asset of concession
As mentioned in the December 31, 2012 financial statements, as from 2012, the distribution subsidiaries record a restatement regarding to the change in the expectation of cash flow from the financial asset in profit or loss for the year. Since the Company will only receive the cash related to such income at the end of the concession through the indemnification of the concession, these amounts have been retained as “earnings retained for investment”, within the shareholders’ equity.
In accordance with the changes to the of CPFL Energia´s by laws aproved in the general meeting held on June 28, 2013, the statutory reserve “Adjustments to the Financial Asset of Concession Reserve” was created, based on article 194 of Law 6404/76, to adjust the cash flow from receipt by CPFL Energia of the compensation from the granting authority at the end of the concession term of the distribution concessionaires to the accumulated result resulting from the changes of estimated cash flows from these financial assets.
Accordingly, the balance of the earning retained for investments at December 31, 2012 was reclassified to the statutory reserve - financial asset of concession; the profit or loss for the period resulting from the changes in the estimated cash flows from the concession assets was also reclassified in equity, net of tax effects, under earnings retained for this reserve
( 24 ) EARNINGS PER SHARE
Earnings per share – basic and diluted
Basic and diluted earnings per share for the quarters and half years ended at June 30, 2013 and 2012 are calculated by dividing the net income attributable to controlling shareholders by the average weighted number of common shares outstanding in the periods presented. Specifically in the case of diluted earnings per share, the dilutive effects of potential convertible notes are taken into account, as shown below:
86
2nd quarter 2013 |
1st semester 2013 |
2nd quarter 2013 restated |
1st semester 2013 restated | ||||
Numerator |
|||||||
Net income/(loss) attributable to controlling shareholders |
(120,911) |
284,676 |
241,569 |
641,884 | |||
Denominator |
|||||||
Weighted average shares outstanding during the year |
962,274,260 |
962,274,260 |
962,274,260 |
962,274,260 | |||
Net income/(loss) per share - basic |
(0.13) |
0.29 |
0.25 |
0.67 | |||
Numerator |
|||||||
Net income/(loss) attributable to controlling shareholders |
(120,911) |
284,676 |
241,569 |
641,884 | |||
Dilutive effect of convertible debentures of subsidiary CPFL Renováveis (*) |
- |
(1,304) |
(2,208) |
(3,279) | |||
Net income/(loss) attributable to the Controlling Shareholders |
(120,911) |
283,372 |
239,361 |
638,605 | |||
Denominator |
|||||||
Weighted average shares outstanding during the year |
962,274,260 |
962,274,260 |
962,274,260 |
962,274,260 | |||
Net income/(loss) per share - diluted |
(0.13) |
0.29 |
0.25 |
0.66 | |||
(*) Proportional to the interest on the subsidiary (63%) |
The dilutive effect of the numerator in calculation of diluted earnings per share takes into account the dilutive effects of the debentures convertible into shares issued by subsidiaries of the indirectly controlled entity CPFL Renováveis. Calculation of the effects was based on the assumption that these debentures would be converted into common shares of the subsidiary at the beginning of each year, except for the 2nd quarter, for which there is an antidilutive impact.
87
( 25 ) OPERATING REVENUE
Consolidated | ||||||||
2013 |
2012 | |||||||
Revenue from Eletric Energy Operations |
2nd quarter |
1st semester |
2nd quarter restated |
1st semester restated | ||||
Consumer class |
||||||||
Residential |
1,355,933 |
2,955,705 |
1,636,933 |
3,270,500 | ||||
Industrial |
890,589 |
1,784,562 |
1,026,434 |
1,979,837 | ||||
Commercial |
707,749 |
1,520,628 |
837,969 |
1,684,446 | ||||
Rural |
98,425 |
204,515 |
119,149 |
233,853 | ||||
Public Administration |
102,149 |
201,795 |
115,521 |
219,724 | ||||
Public Lighting |
68,865 |
147,009 |
87,558 |
169,003 | ||||
Public Services |
123,355 |
242,674 |
138,284 |
268,942 | ||||
(-) Adjustment of excess and surplus revenue of reactive |
(16,455) |
(23,033) |
(6,269) |
(12,755) | ||||
Billed |
3,330,610 |
7,033,855 |
3,955,579 |
7,813,550 | ||||
Unbilled (Net) |
78,102 |
(39,548) |
(94,020) |
(20,246) | ||||
Emergency Charges - ECE/EAEE |
- |
(257) |
1 |
1 | ||||
Reclassification to Network Usage Charge - TUSD - Captive Consumers |
(1,253,582) |
(2,891,103) |
(2,021,576) |
(3,881,605) | ||||
Electricity sales to final consumers |
2,155,130 |
4,102,947 |
1,839,983 |
3,911,699 | ||||
Furnas Centrais Elétricas S.A. |
109,268 |
217,386 |
101,347 |
202,741 | ||||
Other Concessionaires and Licensees |
531,216 |
942,460 |
283,500 |
562,099 | ||||
Current Electric Energy |
(28,677) |
133,347 |
65,380 |
74,038 | ||||
Electricity sales to wholesaler´s |
611,807 |
1,293,192 |
450,228 |
838,879 | ||||
Revenue due to Network Usage Charge - TUSD - Captive Consumers |
1,253,582 |
2,891,103 |
2,021,576 |
3,881,605 | ||||
Revenue due to Network Usage Charge - TUSD - Free Consumers |
249,573 |
509,944 |
345,675 |
690,205 | ||||
(-) Adjustment of revenue surplus and excess responsive |
(4,246) |
(6,300) |
(1,374) |
(4,621) | ||||
Revenue from construction of concession infrastructure |
259,198 |
517,827 |
321,741 |
591,051 | ||||
Resources provided by the Energy Development Account - CDE |
159,728 |
278,144 |
13,313 |
13,496 | ||||
Other Revenue and Income |
86,524 |
156,427 |
60,998 |
142,327 | ||||
Other operating revenues |
2,004,358 |
4,347,144 |
2,761,928 |
5,314,063 | ||||
Total gross revenues |
4,771,295 |
9,743,283 |
5,052,139 |
10,064,641 | ||||
|
|
|
| |||||
Deductions from operating revenues |
||||||||
ICMS |
(706,072) |
(1,447,015) |
(788,032) |
(1,564,919) | ||||
PIS |
(66,918) |
(136,718) |
(66,309) |
(141,681) | ||||
COFINS |
(308,268) |
(629,806) |
(305,044) |
(651,831) | ||||
ISS |
(1,300) |
(2,421) |
(1,258) |
(2,773) | ||||
Global Reversal Reserve - RGR |
306 |
267 |
(27,315) |
(53,986) | ||||
Fuel Consumption Account - CCC |
- |
(34,432) |
(160,690) |
(356,054) | ||||
Energy Development Account - CDE |
(38,812) |
(77,624) |
(146,100) |
(292,200) | ||||
Research and Development and Energy Efficiency Programs |
(26,651) |
(55,309) |
(35,044) |
(70,345) | ||||
PROINFA |
(25,229) |
(46,687) |
(19,154) |
(35,442) | ||||
Emergency Charges - ECE/EAEE |
(1) |
256 |
(1) |
(1) | ||||
IPI |
(7) |
(23) |
(27) |
(60) | ||||
(1,172,953) |
(2,429,514) |
(1,548,972) |
(3,169,291) | |||||
Net revenue |
3,598,342 |
7,313,769 |
3,503,167 |
6,895,350 |
Consolidated | |||||||
2013 |
|
2012 | |||||
Revenue from eletric energy operations - in GWh (*) |
2nd quarter |
|
1st semester |
|
2nd quarter restated |
|
1st semester restated |
Consumer class |
|
|
|
|
|
|
|
Residential |
3,747 |
|
7,679 |
|
3,595 |
|
7,226 |
Industrial |
3,661 |
|
7,276 |
|
3,629 |
|
7,087 |
Commercial |
2,153 |
|
4,489 |
|
2,161 |
|
4,394 |
Rural |
483 |
|
974 |
|
501 |
|
990 |
Public Administration |
313 |
|
617 |
|
314 |
|
602 |
Public Lighting |
397 |
|
781 |
|
389 |
|
754 |
Public Services |
455 |
|
911 |
|
475 |
|
940 |
Billed |
11,207 |
|
22,726 |
|
11,065 |
|
21,993 |
Own comsuption |
9 |
|
18 |
|
8 |
|
17 |
Electricity sales to final consumers |
11,216 |
|
22,744 |
|
11,073 |
|
22,010 |
|
|
|
|
|
|
| |
Furnas Centrais Elétricas S.A. |
754 |
|
1,501 |
|
754 |
|
1,509 |
Other Concessionaires and Licensees |
3,063 |
|
5,579 |
|
2,079 |
|
4,308 |
Current Electric Energy |
(52) |
|
473 |
|
389 |
|
490 |
Electricity sales to wholesaler´s |
3,766 |
|
7,552 |
|
3,223 |
|
6,307 |
(*) Information not reviewed by the independent auditors |
88
Consolidated | |||
Number of consumers (*) |
June 30,2013 |
June 30,2012 | |
Consumer class |
|||
Residential |
6,409,806 |
6,205,525 | |
Industrial |
58,703 |
59,334 | |
Commercial |
492,648 |
497,190 | |
Rural |
244,581 |
244,252 | |
Public Administration |
48,985 |
47,761 | |
Public Lighting |
9,360 |
8,873 | |
Public Services |
7,835 |
7,608 | |
Total |
7,271,918 |
7,070,543 | |
(*) Information not reviewed by the independent auditors |
In accordance with ANEEL’s Order 4722 of December 18, 2009, concerning the basic procedures for preparation of the financial statements, the energy distribution subsidiaries reclassified part of the amount related to revenue from under the heading “Electricity sales to final consumers”, Commercialization activities, to “Other operating revenues”, Distribution activities, under the heading “Revenue from Network Usage Charge - TUSD captive consumers”.
25.1 Periodic Tariff Review (“RTP”) and Annual Tariff Review (“RTA”)
The details of the tariff reviews of the distributors are shown below:
2013 |
2012 | |||||||||
Company |
Month |
Annual Tariff Review - RTA |
Effect perceived by consumers (a) |
Annual Tariff Review - RTA |
Effect perceived by consumers (a) | |||||
CPFL Paulista |
April |
5.48% |
6.18% |
3.71% |
2.89% | |||||
CPFL Piratininga |
October |
8.79% |
5.50% |
8,79% (b) |
5,5% (b) | |||||
RGE |
June |
-10.32% |
-10.64% |
11.51% |
3.38% | |||||
CPFL Santa Cruz |
February |
(c) |
(c) |
(c) |
(c) | |||||
CPFL Leste Paulista |
February |
(c) |
(c) |
(c) |
(c) | |||||
CPFL Jaguari |
February |
(c) |
(c) |
(c) |
(c) | |||||
CPFL Sul Paulista |
February |
(c) |
(c) |
(c) |
(c) | |||||
CPFL Mococa |
February |
(c) |
(c) |
(c) |
(c) |
(a) Represents the average effect perceived by consumers as a result of elimination from the tariff base of financial components added in the previous tariff adjustment (not reviewed by the independent auditors).
(b) On October 2, 2012 ANEEL approved the RTP de 2011 for the subsidiary CPFL Piratininga, with a total repositioning of -5.43%, of which -4.45% relates to the economic repositioning and -0.98% to the financial components. This result was used as a basis for calculation of the 2012 Annual Tariff Readjustment. On October 16, 2012 ANEEL’s Collegiate Board of Directors approved the 2012 Annual Tariff Review – RTA of the subsidiary. Tariffs were increased by 8.79%, on average, of which 7.71% relates to the economic increase and 1.08% to the financial components.
89
The 2012 RTA took into consideration the impact of 1/3 of the financial component of the 2011 RTP, which represents a reduction of 2.42%. If this effect had not been taken into account, the total increase of the 2012 RTA would have been 11.21%. With the ratification of the 2011 RTP and 2012 RTA, the average effect to be perceived by consumers is 5.50% in relation to the tariffs in force. The new tariffs are effective from October 23, 2012 to October 22, 2013.
(c) On January 31, 2012, ANEEL extended the effective term of the supply tariffs and TUSD of these subsidiaries, until the final processing of the tariff review.
The Periodic Tariff Review - RTP of February 2012 was only ratified in January 2013, but without immediate application of the tariffs. Based on the tariffs of the 2012 RTP, ANEEL ratified the Extraordinary Tariff Review (“RTE”) (Note 25.2), effective from January 24, 2013 to February 2, 2013. The tariffs ratified in the 2013 RTA, which incorporated the effects of the extension of the RTP, came into effect from February 3, 2013.
The RTP and RTA percentages for these subsidiaries are as follows:
RTP 2012 |
RTA 2013 | |||||||
With financial components |
Effect perceived by consumers compared to RTA/11 |
With financial components |
Effect perceived by consumers compared to RTE/13 | |||||
CPFL Santa Cruz |
8.10% |
-4.66% |
9.32% |
-0.94% | ||||
CPFL Leste Paulista |
0.08% |
-1.25% |
6.48% |
3.36% | ||||
CPFL Jaguari |
-7.10% |
-7.33% |
2.71% |
2.68% | ||||
CPFL Sul Paulista |
-3.72% |
-5.02% |
2.27% |
2.21% | ||||
CPFL Mococa |
9.00% |
6.34% |
7.00% |
5.10% |
25.2 Extraordinary Tariff Review (“RTE”)
In order to encompass the effects of Provisional Measure 579/2012, (converted into Law 12783 in January 2013) – Extension of the concessions and other topics of interest, ANEEL ratified the result of the 2013 Extraordinary Tariff Review (“RTE”), applied for consumption from January 24, 2013. The extraordinary review encompassed the electric energy quotas of the generation plants that renewed their concession contracts. The total energy produced by these plants was divided into quotas for the distributors. The effects of the elimination of the Global Reversal Reserve - RGR and Fuel Consumption Account - CCC, the reduction in the Energy Development Account - CDE and the decrease in the transmission costs were also computed. This RTE has no impact on the net profit or loss. ANEEL ratified the result of the 2013 extraordinary review for the distribution subsidiaries with the following resolutions. The average effects for the distributors’ consumers were:
90
(*)Information not reviewed by the independent auditors
25.3 – Resources provided by the Energy Development Account - CDE
Provisional Measure 579, of September 11, 2012 (converted into Law 12783 of January 11, 2013) determined that the resources related to the low income subsidy, as well as other tariff discounts should be fully subsidized by resources from the CDE. Income of R$ 278,413 was recorded in the first semester of 2013 (R$ 159,727 in the second quarter), R$ 35,054 for the low income subsidy (R$17,414 in the second quarter) and R$ 243,089 for other tariff discounts (R$ 142,013 in the second quarter), set against accounts receivable Eletrobrás – Resources provided by the CDE (Note 10).
( 26 ) COST OF ELECTRIC ENERGY
Consolidated | ||||||||
2013 |
2012 | |||||||
Electricity Purchased for Resale |
2nd quarter |
1st semester |
2nd quarter restated |
1st semester restated | ||||
Itaipu Binacional |
316,117 |
611,258 |
288,723 |
539,861 | ||||
Current Electric Energy |
134,943 |
341,477 |
63,660 |
122,415 | ||||
PROINFA |
57,827 |
119,810 |
54,200 |
111,557 | ||||
Energy purchased of bilateral contracts and through action in the regulated market |
1,707,832 |
3,532,336 |
1,436,775 |
2,665,229 | ||||
Resources provided by the Energy Development Account - CDE - Decree 7.945/13 |
(63,344) |
(495,107) |
- |
- | ||||
Credit of PIS and COFINS |
(197,945) |
(375,186) |
(168,347) |
(313,964) | ||||
Subtotal |
1,955,431 |
3,734,588 |
1,675,011 |
3,125,099 | ||||
Electricity Network Usage Charge |
||||||||
Basic Network Charges |
137,676 |
264,846 |
271,969 |
548,171 | ||||
Transmission from Itaipu |
8,668 |
17,128 |
23,297 |
46,267 | ||||
Connection Charges |
10,778 |
22,532 |
19,834 |
38,865 | ||||
Charges of Use of the Distribution System |
6,444 |
15,235 |
8,006 |
15,141 | ||||
System Service Charges - ESS |
77,107 |
321,097 |
22,771 |
52,006 | ||||
Reserve Energy charges |
35,788 |
35,758 |
23,514 |
36,310 | ||||
Resources provided by the Energy Development Account - CDE - Decree 7.945/13 |
(61,194) |
(327,637) |
- |
- | ||||
Credit of PIS and COFINS |
(18,048) |
(29,784) |
(33,910) |
(67,586) | ||||
Subtotal |
197,220 |
319,175 |
335,481 |
669,173 | ||||
Total |
2,152,651 |
4,053,763 |
2,010,491 |
3,794,273 |
Consolidated | ||||||||
2013 |
2012 | |||||||
Electricity Purchased for Resale - in GWh (*) |
2nd quarter |
1st semester |
2nd quarter restated |
1st semester restated | ||||
Itaipu Binacional |
2,684 |
5,300 |
2,675 |
5,329 | ||||
Current Electric Energy |
793 |
1,489 |
416 |
1,514 | ||||
PROINFA |
237 |
473 |
245 |
500 | ||||
Energy purchased of bilateral contracts and through action in the regulated market |
10,986 |
21,875 |
10,632 |
20,686 | ||||
Total |
14,700 |
29,136 |
13,967 |
28,029 | ||||
(*) Information not reviewed by the independent auditors |
91
26.1 Resources provided by the CDE - Decree 7945/13
Due to the unfavorable hydropower conditions from the end of 2012, including the low levels of water reserves at the hydroelectric power plants, the output of the thermal plants was set at the highest level. In view of this and considering the concessionaires’ exposure in the short-term market, due largely to allocation of the physical energy and power guarantee quotas and repeal of the plants’ authorization by ANEEL, the energy cost of the distributors increased significantly in 2012 and first semester of 2013.
As a result of this scenario and as the distribution concessionaires do not have control over these costs, on March 7, 2013, the Brazilian government issued Decree 7945, which provided for certain changes in the contracting of energy and the objectives of the Energy Development Account - CDE charge.
In relation to contracting of energy, Decree 7945 (i) reduced the minimum term from three years to one, as from the start of the energy supply, for commercialization contracts for electric energy provided by existing ventures and (ii) increased the pass-through of the distributors’ electric energy acquisition costs to the final consumers from one hundred and three to one hundred and five percent of the total amount of electric energy contracted in relation to the distributor’s annual supply load.
The Decree amended the objectives of the CDE, and introduced the pass-through of CDE funds to the distribution concessionaires in relation to the following costs:
i. exposure in the short-term market of the hydroelectric power plants contracted under a system of physical guarantee of electric energy and power quotas, due to inadequate allocation of generation in the scope of the Energy Relocation Mechanism – MRE (Hydrological Risk);
ii. exposure of the distributors in the short-term market, due to insufficient contractual support for the load distributed, in relation to the amount of replacement not recontracted as a result of non-participation in the extension of the electric energy generation concessions (Involuntary exposure);
iii. the additional cost related to activation of thermoelectric plants without respecting the order of merit by decision of the Electrical Sector Monitoring Committee – CMSE (ESS – Energy Security);
iv. the full or partial amount of the accumulated positive balance in the CVA (compensation mechanism) account, for the system service charge and energy purchased for resale (CVA ESS and Energy).
In relation to items (i), (ii) and (iii), in accordance with CPC 07 / IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance, the Company recorded the amount of R$ 440,578 in the first semester (R$ 113,832 in the second quarter).
In relation to item (iv), in the tariff review for the subsidiaries CPFL Paulista and RGE, in Order 1144, of April 18, 2013, and Authorization Resolution 1535, of June 18, 2013, respectively, ANEEL granted (i) in the case of the subsidiary CPFL Paulista, full coverage of the positive balances of the CVA calculated on energy purchased and the ESS charge for 2012, as well as positive amounts of the CVA for energy purchased in the availability auction, in the accrual period of January 2013, totaling R$ 371,460 and (ii) in the case of the subsidiary RGE, partial coverage of the CVA balances calculated on energy purchased and the ESS charge, amounting to R$ 10,706. Both amounts were credited to the cost of electric energy under Resources provided by the CDE– decree 7945/13, set against other credits in the line Accounts Receivable Eletrobrás – Resources provided by the CDE (Note 10).
92
The resources provided by the CDE recognized in the first semester of 2013 are shown in the following table, per distributor controlled by the Company:
1st semester 2013 | |||||||||||
Electricity purchased for resale |
Electricity Network Usage Charge |
Total | |||||||||
Overcontracting |
Quotas and hydrological risk |
Electricity purchased - tariff review |
System Service Charges - ESS |
System Service Charges - ESS - tariff review |
|||||||
CPFL Paulista |
83,314 |
17,852 |
327,252 |
141,821 |
44,207 |
614,448 | |||||
CPFL Piratininga |
39,817 |
1,146 |
- |
61,565 |
- |
102,528 | |||||
CPFL Santa Cruz |
7,971 |
(1) |
- |
9,760 |
- |
17,729 | |||||
CPFL Leste Paulista |
- |
- |
- |
2,739 |
- |
2,739 | |||||
CPFL Sul Palista |
- |
(1) |
- |
2,727 |
- |
2,726 | |||||
CPFL Jaguari |
- |
172 |
- |
3,349 |
- |
3,521 | |||||
CPFL Mococa |
- |
- |
- |
1,869 |
- |
1,869 | |||||
RGE |
15,443 |
(11) |
2,153 |
51,048 |
8,553 |
77,185 | |||||
Total |
146,545 |
19,157 |
329,405 |
274,876 |
52,760 |
822,744 |
93
( 27 ) OPERATING COSTS AND EXPENSES
|
Parent company | |||||||||||
2nd quarter | ||||||||||||
|
Operating Expenses |
Total | ||||||||||
General |
Other |
|||||||||||
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated | |||||||
Personnel |
3,497 |
3,484 |
- |
- |
3,497 |
3,484 | ||||||
Materials |
3 |
2 |
- |
- |
3 |
2 | ||||||
Outside Services |
1,359 |
1,103 |
- |
- |
1,359 |
1,103 | ||||||
Depreciation and Amortization |
18 |
14 |
- |
- |
18 |
14 | ||||||
Other: |
1,072 |
1,159 |
- |
30 |
1,072 |
1,189 | ||||||
Leases and Rentals |
32 |
30 |
- |
- |
32 |
30 | ||||||
Publicity and Advertising |
517 |
868 |
- |
- |
517 |
868 | ||||||
Legal, Judicial and Indemnities |
274 |
115 |
- |
- |
274 |
115 | ||||||
Donations, Contributions and Subsidies |
179 |
82 |
- |
- |
179 |
82 | ||||||
Loss/(Gain) on disposal and decommissioning and other losses on noncurrent assets |
- |
- |
- |
30 |
- |
30 | ||||||
Other |
71 |
64 |
- |
- |
71 |
64 | ||||||
Total |
5,949 |
5,762 |
- |
30 |
5,949 |
5,792 | ||||||
|
Parent company | |||||||||||
|
1st semester | |||||||||||
|
Operating Expenses |
Total | ||||||||||
General |
Other |
|||||||||||
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated | |||||||
Personnel |
6,525 |
5,880 |
- |
- |
6,525 |
5,880 | ||||||
Materials |
5 |
3 |
- |
- |
5 |
3 | ||||||
Outside Services |
2,391 |
3,067 |
- |
- |
2,391 |
3,067 | ||||||
Depreciation and Amortization |
36 |
33 |
- |
- |
36 |
33 | ||||||
Other: |
1,903 |
2,844 |
- |
31 |
1,903 |
2,875 | ||||||
Leases and Rentals |
63 |
59 |
- |
- |
63 |
59 | ||||||
Publicity and Advertising |
670 |
1,836 |
- |
- |
670 |
1,836 | ||||||
Legal, Judicial and Indemnities |
669 |
647 |
- |
- |
669 |
647 | ||||||
Donations, Contributions and Subsidies |
375 |
225 |
- |
- |
375 |
225 | ||||||
Loss/(Gain) on disposal and decommissioning and other losses on noncurrent assets |
- |
- |
- |
31 |
- |
31 | ||||||
Other |
127 |
77 |
- |
- |
127 |
77 | ||||||
Total |
10,860 |
11,827 |
- |
31 |
10,860 |
11,858 |
94
Consolidated | |||||||||||||||||||||||
2nd quarter | |||||||||||||||||||||||
Services Rendered to Third Parties |
Operating Expenses |
Total | |||||||||||||||||||||
Operating costs |
Sales |
General |
Other |
||||||||||||||||||||
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated | ||||||||||||
Personnel |
104,980 |
92,667 |
- |
6 |
26,884 |
26,331 |
53,108 |
51,076 |
- |
- |
184,972 |
170,080 | |||||||||||
Employee Pension Plans |
20,530 |
8,334 |
- |
- |
- |
- |
- |
- |
- |
- |
20,530 |
8,334 | |||||||||||
Materials |
25,762 |
15,236 |
207 |
794 |
905 |
792 |
1,913 |
1,912 |
- |
- |
28,788 |
18,733 | |||||||||||
Outside Services |
36,811 |
39,332 |
414 |
828 |
26,819 |
28,051 |
58,333 |
65,994 |
- |
- |
122,376 |
134,204 | |||||||||||
Depreciation and Amortization |
167,491 |
172,893 |
- |
- |
8,885 |
8,400 |
13,636 |
3,431 |
- |
- |
190,011 |
184,724 | |||||||||||
Costs related to infrastructure construction |
- |
- |
259,198 |
321,741 |
- |
- |
- |
- |
- |
- |
259,198 |
321,741 | |||||||||||
Other |
8,081 |
7,735 |
(2) |
(6) |
41,516 |
35,637 |
273,222 |
17,001 |
93,715 |
76,894 |
416,533 |
137,262 | |||||||||||
Collection charges |
- |
- |
- |
- |
13,142 |
12,240 |
- |
- |
- |
- |
13,142 |
12,240 | |||||||||||
Allowance for doubtful accounts |
- |
- |
- |
- |
25,843 |
21,927 |
- |
- |
- |
- |
25,843 |
21,927 | |||||||||||
Leases and Rentals |
5,394 |
5,647 |
- |
- |
2 |
29 |
2,718 |
3,034 |
- |
- |
8,114 |
8,710 | |||||||||||
Publicity and Advertising |
82 |
3 |
- |
- |
92 |
5 |
3,004 |
4,594 |
- |
- |
3,178 |
4,601 | |||||||||||
Legal, Judicial and Indemnities |
- |
- |
- |
- |
- |
- |
247,378 |
10,415 |
- |
- |
247,378 |
10,415 | |||||||||||
Donations, Contributions and Subsidies |
- |
- |
- |
- |
2,034 |
1,333 |
757 |
502 |
- |
- |
2,790 |
1,835 | |||||||||||
Inspection fee |
- |
- |
- |
- |
- |
- |
- |
- |
6,516 |
7,320 |
6,516 |
7,320 | |||||||||||
Loss/(Gain) on disposal and decommissioning and other losses on noncurrent assets |
- |
- |
- |
- |
- |
- |
- |
- |
12,270 |
21 |
12,270 |
21 | |||||||||||
Intangible of concession amortization |
- |
- |
- |
- |
- |
- |
- |
- |
74,929 |
69,226 |
74,929 |
69,226 | |||||||||||
Financial compensation for water resources utilization |
1,190 |
192 |
- |
- |
- |
- |
1,190 |
192 | |||||||||||||||
Other |
1,415 |
1,894 |
- |
(6) |
403 |
104 |
19,365 |
(1,545) |
- |
327 |
21,184 |
774 | |||||||||||
Total |
363,655 |
336,197 |
259,817 |
323,362 |
105,009 |
99,211 |
400,211 |
139,414 |
93,715 |
76,894 |
1,222,408 |
975,078 | |||||||||||
Consolidated | |||||||||||||||||||||||
1st semester | |||||||||||||||||||||||
Services Rendered to Third Parties |
Operating Expenses |
Total | |||||||||||||||||||||
Operating costs |
Sales |
General |
Other |
||||||||||||||||||||
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated |
2013 |
2012 restated | ||||||||||||
Personnel |
210,835 |
188,397 |
- |
7 |
53,010 |
49,367 |
99,107 |
88,604 |
- |
- |
362,952 |
326,376 | |||||||||||
Employee Pension Plans |
41,060 |
16,668 |
- |
- |
- |
- |
- |
- |
- |
- |
41,060 |
16,667 | |||||||||||
Materials |
48,527 |
34,066 |
794 |
1,087 |
1,971 |
1,312 |
3,268 |
5,428 |
- |
- |
54,559 |
41,893 | |||||||||||
Outside Services |
85,999 |
82,620 |
994 |
1,261 |
53,575 |
54,573 |
104,131 |
125,065 |
- |
- |
244,698 |
263,519 | |||||||||||
Depreciation and Amortization |
331,967 |
275,175 |
- |
- |
16,992 |
16,509 |
27,459 |
15,205 |
- |
- |
376,418 |
306,890 | |||||||||||
Costs related to infrastructure construction |
- |
- |
517,827 |
591,051 |
- |
- |
- |
- |
- |
- |
517,827 |
591,051 | |||||||||||
Other |
19,867 |
19,044 |
(4) |
(9) |
82,181 |
70,478 |
367,545 |
42,902 |
181,805 |
149,616 |
651,395 |
282,031 | |||||||||||
Collection charges |
- |
- |
- |
- |
26,379 |
24,085 |
- |
- |
- |
- |
26,379 |
24,085 | |||||||||||
Allowance for doubtful accounts |
- |
- |
- |
- |
50,574 |
43,148 |
- |
- |
- |
- |
50,574 |
43,148 | |||||||||||
Leases and Rentals |
13,138 |
11,457 |
- |
- |
6 |
64 |
5,413 |
5,408 |
- |
- |
18,557 |
16,929 | |||||||||||
Publicity and Advertising |
116 |
39 |
- |
- |
154 |
13 |
5,627 |
7,852 |
- |
- |
5,897 |
7,904 | |||||||||||
Legal, Judicial and Indemnities |
- |
- |
- |
- |
- |
- |
331,410 |
22,439 |
- |
- |
331,410 |
22,439 | |||||||||||
Donations, Contributions and Subsidies |
- |
- |
- |
- |
4,047 |
2,652 |
2,160 |
1,197 |
- |
- |
6,207 |
3,849 | |||||||||||
Inspection fee |
- |
- |
- |
- |
- |
- |
- |
- |
14,122 |
14,755 |
14,122 |
14,755 | |||||||||||
Loss/(Gain) on disposal and decommissioning and other losses on noncurrent assets |
- |
- |
- |
- |
- |
- |
- |
- |
18,260 |
21 |
18,260 |
21 | |||||||||||
Intangible of concession amortization |
- |
- |
- |
- |
- |
- |
- |
- |
149,421 |
134,726 |
149,421 |
134,726 | |||||||||||
Financial compensation for water resources utilization |
3,112 |
1,352 |
- |
- |
- |
- |
3,112 |
1,352 | |||||||||||||||
Other |
3,501 |
6,196 |
- |
(9) |
1,022 |
516 |
22,936 |
6,007 |
2 |
113 |
27,460 |
12,823 | |||||||||||
Total |
738,255 |
615,970 |
519,610 |
593,396 |
207,730 |
192,241 |
601,509 |
277,204 |
181,805 |
149,615 |
2,248,910 |
1,828,426 |
95
( 28 ) FINANCIAL INCOME AND EXPENSES
Parent company |
Consolidated | ||||||||||||||
2013 |
2012 |
2013 |
2012 | ||||||||||||
2nd quarter |
1st semester |
2nd quarter restated |
1st semester restated |
2nd quarter |
1st semester |
2nd quarter restated |
1st semester restated | ||||||||
Financial Income |
|||||||||||||||
Income from Financial Investments |
3,053 |
5,694 |
5,902 |
20,424 |
55,505 |
94,315 |
42,713 |
104,389 | |||||||
Arrears of interest and fines |
1 |
2 |
3 |
13 |
34,869 |
76,553 |
40,287 |
78,470 | |||||||
Restatement of tax credits |
906 |
906 |
1,946 |
1,946 |
2,925 |
4,408 |
4,897 |
5,768 | |||||||
Restatement of Escrow Deposits |
167 |
323 |
157 |
398 |
9,198 |
18,122 |
13,769 |
28,420 | |||||||
Monetary and Exchange Restatement |
- |
- |
- |
- |
3,821 |
17,356 |
12,785 |
24,959 | |||||||
Adjustment to expected cash flow (note 9) |
- |
- |
- |
- |
(2,030) |
3,139 |
34,441 |
35,211 | |||||||
Discount on purchase of ICMS credit |
- |
- |
- |
- |
3,303 |
8,964 |
3,938 |
7,019 | |||||||
PIS and COFINS on insterest on shareholders' equity |
(6,702) |
(6,702) |
(9,931) |
(9,931) |
(6,702) |
(6,702) |
(9,931) |
(9,931) | |||||||
Other |
1,533 |
2,601 |
985 |
2,626 |
19,692 |
33,109 |
14,966 |
23,911 | |||||||
Total |
(1,041) |
2,823 |
(938) |
15,476 |
120,581 |
249,263 |
157,865 |
298,216 | |||||||
Financial Expense |
|||||||||||||||
Debt Charges |
(7,553) |
(12,907) |
(10,219) |
(22,156) |
(290,140) |
(551,909) |
(253,698) |
(518,693) | |||||||
Monetary and Exchange Variations |
(295) |
(458) |
172 |
251 |
(52,696) |
(73,274) |
(46,679) |
(79,146) | |||||||
(-) Capitalized borrowing costs |
- |
- |
- |
- |
17,407 |
29,015 |
12,866 |
24,197 | |||||||
Public utilities |
- |
- |
- |
- |
(2,147) |
(4,901) |
(3,481) |
(5,213) | |||||||
Adjustment to expected cash flow (note 9) |
- |
- |
- |
- |
(126,491) |
(99,710) |
- |
- | |||||||
Interes and fines on taxes (note 20) |
- |
- |
- |
- |
(59,579) |
(60,483) |
(1,023) |
(1,159) | |||||||
Other |
(49) |
(41) |
(14) |
(30) |
(21,971) |
(46,685) |
(18,090) |
(37,604) | |||||||
Total |
(7,897) |
(13,405) |
(10,061) |
(21,934) |
(535,617) |
(807,947) |
(310,105) |
(617,617) | |||||||
Net financial income (expense) |
(8,938) |
(10,582) |
(10,999) |
(6,459) |
(415,036) |
(558,684) |
(152,240) |
(319,401) |
Interest was capitalized at an average rate of 8.10% p.a. in the first semester of 2013 (8.37% in the first semester of 2012) on qualifying assets, in accordance with CPC 20 and IAS 23.
As described in note 9, the estimated cash flow adjustment was negative in the quarter and the related amounts were reclassified to financial expenses in the quarter and semester.
( 29 ) SEGMENT INFORMATION
The Company’s operating segments are based on the internal financial information and management structure and are separated by type of business: electric energy distribution, conventional generation, renewable generation, commercialization and services rendered.
Profit or loss, assets and liabilities per segment include items directly attributable to the segment, as well as those that can be allocated on a reasonable basis, if applicable. Average prices used between segments are based on similar market transactions. Note 1 shows the subsidiaries in accordance with their areas of operation and provides further information about each subsidiary and its business area.
The segregated information by operating segment is shown below, in accordance with the criteria established by Company Management:
Generation |
|||||||||||||||
Distribution |
conventional sources |
renewable sources |
Commercialization |
Services |
Other (*) |
Elimination |
Total | ||||||||
1st semester 2013 |
|||||||||||||||
Net revenue |
5,775,096 |
294,982 |
300,325 |
915,138 |
28,178 |
50 |
- |
7,313,769 | |||||||
(-) Intersegment revenues |
7,548 |
158,282 |
143,353 |
117,980 |
51,497 |
- |
(478,660) |
- | |||||||
Income from electric energy service |
679,557 |
262,190 |
66,692 |
13,189 |
298 |
(10,829) |
- |
1,011,096 | |||||||
Financial income |
194,198 |
12,299 |
18,717 |
15,124 |
6,125 |
2,800 |
- |
249,263 | |||||||
Financial expense |
(492,016) |
(142,885) |
(147,723) |
(10,069) |
(1,844) |
(13,410) |
- |
(807,947) | |||||||
Income before taxes |
381,738 |
165,258 |
(62,314) |
18,243 |
4,579 |
(21,439) |
- |
486,066 | |||||||
Income tax and social contribution |
148,096 |
35,731 |
4,484 |
7,412 |
2,092 |
17,015 |
- |
214,830 | |||||||
Net Income |
233,643 |
129,527 |
(66,798) |
10,831 |
2,487 |
(38,454) |
- |
271,235 | |||||||
Total Assets (**) |
16,107,381 |
4,460,488 |
9,072,809 |
452,204 |
188,752 |
1,894,655 |
- |
32,176,288 | |||||||
Capital Expenditures and other intangible assets |
443,431 |
6,231 |
564,496 |
1,600 |
13,888 |
266 |
- |
1,029,912 | |||||||
Depreciation and Amortization |
282,490 |
67,735 |
172,311 |
1,953 |
1,309 |
41 |
- |
525,839 | |||||||
1st semester 2012 (***) |
|||||||||||||||
Net revenue |
5,836,008 |
277,095 |
195,349 |
560,168 |
26,708 |
22 |
- |
6,895,350 | |||||||
(-) Intersegment revenues |
10,295 |
138,877 |
94,556 |
235,269 |
61,807 |
- |
(540,805) |
- | |||||||
Income from electric energy service |
829,273 |
257,233 |
63,867 |
114,935 |
19,734 |
(12,390) |
- |
1,272,651 | |||||||
Financial income |
222,114 |
15,579 |
26,838 |
17,694 |
724 |
15,266 |
- |
298,216 | |||||||
Financial expense |
(315,747) |
(121,583) |
(86,171) |
(68,121) |
(3,942) |
(22,054) |
- |
(617,617) | |||||||
Income before taxes |
735,639 |
208,915 |
4,534 |
64,508 |
16,516 |
(19,177) |
- |
1,010,937 | |||||||
Income tax and social contribution |
261,840 |
35,975 |
(1,086) |
17,771 |
8,012 |
29,954 |
- |
352,466 | |||||||
Net Income |
473,799 |
172,940 |
5,620 |
46,737 |
8,505 |
(49,131) |
- |
658,471 | |||||||
Total Assets (**) |
14,729,776 |
4,376,136 |
8,786,521 |
466,645 |
186,303 |
378,898 |
- |
28,924,279 | |||||||
Capital Expenditures and other intangible assets |
605,516 |
3,863 |
652,059 |
2,292 |
2,828 |
190 |
1,266,748 | ||||||||
Depreciation and Amortization |
261,219 |
69,443 |
107,531 |
1,215 |
1,656 |
552 |
- |
441,616 |
(*) Other: refers mainly to CPFL Energia after elimination of inter-group balances.
(**) Goodwill related to acquisitions, net of amortization, was allocated to the respective segments.
(***) The amounts for the total assets refer to December 31, 2012.
96
( 30 ) RELATED PARTY TRANSACTIONS
The Company’s controlling shareholders are as follows:
· ESC Energia S.A.
Controlled by the Camargo Corrêa group, which operates in a number of segments, including construction, cement, footwear, textiles, aluminum and highway concessions.
· Energia São Paulo Fundo de Investimento em Ações
Controlled by the following pension funds: (a) Fundação CESP, (b) Fundação SISTEL de Seguridade Social, (c) Fundação Petrobras de Seguridade Social - PETROS, and (d) Fundação SABESP de Seguridade Social - SABESPREV.
· Bonaire Participações S.A.
Controlled by Energia São Paulo Fundo de Investimento em Ações.
· Fundo BB Carteira Livre I - Fundo de Investimento em Ações
Fund controlled by PREVI - Caixa de Previdência dos Funcionários do Banco do Brasil.
The direct and indirect participations in operating subsidiaries are described in Note 1.
Controlling shareholders, subsidiaries and associated companies, jointly-controlled entities under common control and that in some way exercise significant influence over the Company are considered to be related parties.
The main transactions are listed below:
a) Bank deposits and short-term investments – refer mainly to bank deposits and short-term financial investments with the Banco do Brasil, as mentioned in note 5. The Company and its subsidiaries also have Exclusive Investment Funds, managed by BB DTVM, among others.
b) Loans and Financing and Debentures – relate to funds raised from the Banco do Brasil in accordance with notes 15 and 16. The Company also guarantees certain loans raised by its subsidiaries, as mentioned in notes 15 and 16.
c) Other Financial Transactions – the amounts in relation to Banco do Brasil are bank costs and collection expenses. The balance recorded in liabilities comprises basically the rights over the payroll processing of certain subsidiaries, negotiated with Banco do Brasil, which are appropriated in the income statement over the term of the contract. JBS S.A. transactions refer to ICMS credit acquisition.
d) Energy purchased, energy sales and charges – Refers to energy purchased or sold by distribution, comercialization and generation subsidiaries through short or long-term agreements and tariffs for the use of the distribution system (TUSD). Such transactions, when performed at the free Market, are made under conditions considered by the Company as being similar to market conditions at the time of the negotiation, in accordance with internal policies established in advance by Company Management. When performed at the regulated market, are in accordance with the rules established by the sector (principally by auction); these prices are also regulated and approved by ANEEL.
e) Intangible assets, Property, plant and equipment, Materials and Service – refer to the acquisition of equipment, cables and other materials for use in distribution and generation, and contracting of services such as construction and information technology consultancy.
97
f) Advances – Refers to advances to investments on research and development.
g) Other revenue – refers basically to revenue from rental of use of the distribution system for telephony services.
Certain subsidiaries have supplementary retirement plans operated by Fundação CESP, offered to the employees of the subsidiaries, as mentioned in Note 17.
To ensure that commercial transactions with related parties are conducted under normal market conditions, the Company set up a “Related Parties Committee”, comprising representatives of the controlling shareholders, responsible for analyzing the main transactions with related parties.
The total remuneration of key management personnel in in the first semester of 2013, in accordance with CVM Decision 560/2008, was R$ 15,860. This amount comprises R$ 19,109 in respect of short-term benefits, R$ 426 for post-employment benefits and reversal of the provision of R$ 3,675 for other long-term benefits, recorded by the accrual method.
Transactions between related parties involving controlling shareholders, entities under common control or with significant influence and jointly-controlled subsidiaries:
98
Consolidated | |||||||||||||||
Assets |
Liabilities |
Revenue |
Expense | ||||||||||||
June 30, 2013 |
December 31, 2012 restated |
June 30, 2013 |
December 31, 2012 restated |
1st semester 2013 |
1st semester 2012 restated |
1st semester 2013 |
1st semester 2012 restated | ||||||||
Bank deposits and short-term investments |
|||||||||||||||
Banco do Brasil S.A. |
83,777 |
82,111 |
- |
- |
2,709 |
3,307 |
- |
- | |||||||
Loans and Financing, Debentures and Derivatives contracts |
|||||||||||||||
Banco do Brasil S.A. |
- |
- |
1,636,334 |
1,778,338 |
- |
- |
53,916 |
157,777 | |||||||
Other financial transactions |
|||||||||||||||
Banco do Brasil S.A. |
- |
- |
408 |
1,224 |
816 |
816 |
3,007 |
2,894 | |||||||
JBS S/A |
- |
- |
- |
- |
68 |
1,989 |
- |
- | |||||||
Advance |
|||||||||||||||
Campos Novos Energia S.A. - ENERCAN |
- |
- |
- |
1,558 |
- |
- |
- |
- | |||||||
Centrais Eletricas da Paraíba S.A. - EPASA |
- |
- |
- |
572 |
- |
- |
- |
- | |||||||
Chapecoense Geração S.A. |
- |
- |
- |
1,272 |
- |
- |
- |
- | |||||||
Energética Barra Grande S.A. - BAESA |
- |
- |
- |
898 |
- |
- |
- |
- | |||||||
Energy sales and purchases and electricity network usage charge |
|||||||||||||||
Afluente Transmissão de Energia Elétrica S.A. |
- |
- |
- |
- |
- |
- |
6 |
6 | |||||||
BRASKEM S.A. |
- |
- |
- |
- |
16,279 |
- |
- |
- | |||||||
Camargo Corrêa Cimentos S.A. |
- |
- |
- |
- |
- |
3,568 |
- |
- | |||||||
Companhia de Eletricidade do Estado da Bahia – COELBA |
457 |
697 |
- |
- |
1,741 |
2,992 |
1 |
- | |||||||
Companhia Energética de Pernambuco - CELPE |
423 |
1,031 |
- |
- |
1,619 |
2,405 |
1 |
- | |||||||
Companhia Energética do Ceara - COELCE |
232 |
188 |
- |
- |
1,005 |
594 |
1 |
- | |||||||
Companhia Energética do Rio Grande do Norte - COSERN |
161 |
657 |
- |
- |
806 |
912 |
1 |
- | |||||||
Estaleiro Atlântico Sul S.A. |
- |
- |
- |
- |
2,198 |
- |
- |
- | |||||||
InterCement Brasil S.A. |
- |
1,263 |
- |
- |
- |
- |
- |
- | |||||||
NC Energia S.A. |
- |
- |
- |
- |
11,905 |
- |
- |
- | |||||||
Petrobras |
- |
- |
- |
- |
- |
- |
- |
32,929 | |||||||
SE NARANDIBA S.A. |
- |
- |
- |
- |
- |
- |
1 |
1 | |||||||
Tavex Brasil S.A. |
- |
- |
- |
- |
5,310 |
10,952 |
- |
- | |||||||
Telemar |
- |
- |
- |
- |
- |
2,035 |
- |
- | |||||||
Vale do Rio Doce S.A |
- |
- |
- |
- |
- |
9 |
- |
14,022 | |||||||
Vale Energia S.A. |
6,735 |
6,594 |
- |
- |
27,389 |
47,237 |
- |
- | |||||||
Vale S.A. |
- |
- |
- |
- |
- |
- |
1,419 |
- | |||||||
Campos Novos Energia S.A. - ENERCAN |
- |
377 |
24,804 |
29,548 |
- |
- |
74,662 |
66,688 | |||||||
Centrais Eletricas da Paraíba S.A. - EPASA |
- |
- |
10,063 |
35,690 |
- |
- |
26,824 |
10,352 | |||||||
Chapecoense Geração S.A. |
- |
1,006 |
19,053 |
27,695 |
- |
- |
107,355 |
101,936 | |||||||
Energética Barra Grande S.A. - BAESA |
- |
- |
418 |
7,066 |
- |
- |
39,515 |
37,480 | |||||||
Intangible assets, Property, plant and equipament, Materials and Service |
|||||||||||||||
Banco do Brasil S.A. |
- |
- |
- |
- |
- |
- |
82 |
- | |||||||
Boa Vista Empreendimento Imobiliário SPE Ltda. |
- |
- |
- |
- |
50 |
- |
- |
- | |||||||
Brasil Telecom S.A. |
- |
- |
71 |
127 |
- |
- |
459 |
390 | |||||||
Camargo Corrêa Geração de Energia |
0 |
- |
- |
- |
- |
- |
- |
- | |||||||
Cia.de Saneamento Básico do Estado de São Paulo - SABESPREV |
60 |
- |
29 |
- |
468 |
6 |
15 |
10 | |||||||
Concessionária do Sistema Anhanguera - Bandeirante S.A. |
- |
- |
- |
- |
- |
- |
- |
10 | |||||||
Concessionárias de Rodovias do Oeste de São Paulo |
- |
260 |
- |
1 |
- |
- |
- |
- | |||||||
Embraer S.A. |
37 |
2,326 |
- |
- |
37 |
- |
- |
- | |||||||
Ferrovia Centro-Atlântica S.A. |
224 |
112 |
- |
- |
238 |
- |
- |
- | |||||||
HM 11 Empreendimento Imobiliário SPE Ltda. |
- |
- |
- |
- |
9 |
- |
- |
- | |||||||
HM 12 Empreendimento Imobiliário SPE Ltda. |
- |
- |
- |
- |
9 |
- |
- |
- | |||||||
HM 16 Empreendimento Imobiliário SPE Ltda. |
- |
- |
- |
- |
- |
12 |
- |
- | |||||||
Indústrias Romi S.A. |
4 |
- |
- |
- |
22 |
40 |
- |
- | |||||||
InterCement Brasil S.A. |
- |
- |
- |
- |
- |
1,526 |
- |
- | |||||||
JBS S/A |
- |
- |
- |
- |
- |
32 |
- |
- | |||||||
Mineração Naque S.A. |
- |
21 |
- |
- |
- |
- |
- |
- | |||||||
MULTINER S/A |
- |
- |
- |
- |
2 |
- |
- |
- | |||||||
Oi S.A. |
- |
- |
8 |
131 |
- |
- |
28 |
13 | |||||||
Petrobras |
- |
9 |
- |
- |
- |
13 |
- |
- | |||||||
Recanto dos Sonhos Empreendimento Imobiliário SPE |
- |
27 |
- |
- |
- |
33 |
- |
- | |||||||
Renovias Concessionária S.A. |
- |
- |
- |
- |
- |
- |
6 |
- | |||||||
Rodovias Integradas do Oeste - SP Vias |
- |
- |
14 |
26 |
- |
- |
- |
- | |||||||
SAMM - Sociedade de Atividades em Multimídia Ltda. |
107 |
- |
- |
- |
498 |
- |
- |
- | |||||||
Telemar |
2 |
- |
- |
4 |
13 |
9 |
66 |
98 | |||||||
TOTVS S.A |
- |
9 |
147 |
111 |
- |
- |
1,342 |
452 | |||||||
Vale Fertilizantes S.A. |
- |
9 |
- |
- |
- |
- |
- |
- | |||||||
Campos Novos Energia S.A. - ENERCAN |
- |
- |
4,170 |
- |
664 |
634 |
- |
- | |||||||
Centrais Eletricas da Paraíba S.A. - EPASA |
- |
100 |
- |
- |
- |
- |
- |
- | |||||||
Chapecoense Geração S.A. |
- |
11 |
- |
- |
717 |
630 |
- |
- | |||||||
Energética Barra Grande S.A. - BAESA |
66 |
- |
- |
- |
664 |
634 |
- |
- | |||||||
Other revenue |
|||||||||||||||
Brasil Telecom S.A. |
2,126 |
2,009 |
- |
- |
7,441 |
6,026 |
- |
- | |||||||
Telemar |
- |
- |
- |
- |
- |
9 |
- |
- |
( 31 ) RISK MANAGEMENT
The business of the Company and its subsidiaries mainly comprises the generation, commercialization and distribution of electric energy. As public utilities concessionaires, the operations and/or tariffs of its principal subsidiaries are regulated by ANEEL.
Risk management structure:
The Board of Directors is responsible for directing the way the business is run, which includes monitoring of business risks, exercised by means of the corporate risk management model used by the Company. The responsibilities of the Executive Board are to develop the mechanisms for measuring the impact of the exposure and probability of its occurrence, supervising the implementation of risk mitigation measures and informing the Board of Directors. It is assisted in this process by: i) the Corporate Risk Management Committee, whose mission is to assist in identifying the main business risks, analyzing measurement of the impact and probability and assessing the mitigation measures used; ii) the Risk Management, Internal Control and Consolidated Processes Division, responsible for developing the Corporate Risk Management model for the CPFL Group in respect of strategy (policy, direction and risk maps), processes (planning, measurement, monitoring and reporting), systems and governance.
99
The risk management policy was established to identify, analyze and treat the risks faced by the Company and its subsidiaries, and includes reviewing the model adopted whenever necessary to reflect changes in market conditions and in the Group’s activities, with a view to developing an environment of disciplined and constructive control.
In its supervisory role, the Company’s Board of Directors also counts on the support of the Management Procedures Committee to provide guidance for the Internal Auditing work and in preparing proposals for improvements. The Internal Auditing team conducts both periodic and “ad hoc” reviews in order to ensure alignment of the procedures to directives and strategies set by the shareholders and management.
The Fiscal Council’s responsibilities include certifying that Management has the means to identify and prevent, through the use of an appropriated information system, (a) the main risks to which the Company is exposed, (b) the probability that these will materialize and (c) the measures and plans adopted.
The main market risk factors affecting the businesses are as follows:
Exchange rate risk: This risk derives from the possibility that the subsidiaries might incur losses and cash constraints due to fluctuations in currency exchange rates, increasing the balances of liabilities denominated in foreign currency. The exposure in relation to funds raised in foreign currency is largely covered by contracting swap operations, which allow the Company and its subsidiaries to exchange the original risks of the operation for the cost of the variation in the CDI. This risk is quantified in Note 32. The Company’s subsidiaries’ operations are also exposed to exchange variations on the purchase of electric energy from Itaipu. The compensation mechanism - CVA protects the companies against possible losses. However, the compensation only comes into effect as a result of consumption and the consequent billing of energy after the next tariff adjustment in which such losses have been considered. Decree 7945 established that the full or partial amount of the accumulated positive balance by the CVA in relation to the system service charge and energy purchased for resale (CVA ESS and Energy) should be passed on through the CDE, at the time of the tariff adjustment or review (Note 26).
Interest Rate Risk: This risk derives from the possibility that the Company and its subsidiaries might incur losses due to fluctuations in interest rates that increase financial expenses on loans, financing and debentures. The subsidiaries have tried to increase the proportion of pre-indexed loans or loans tied to indexes with lower rates and little fluctuation in the short and long term. The quantification of this risk is presented in note 32.
Credit Risk: This risk arises from the possibility of the subsidiaries incurring losses resulting from difficulties in collecting amounts billed to customers. This risk is evaluated by the subsidiaries as low, as it is spread over the number of customers and in view of the collection policy and cancellation of supply to defaulting consumers.
Risk of Energy Shortages: The energy sold by the Company is primarily generated by hydropower plants. A prolonged period of low rainfall, together with an unforeseen increase in demand, could result in a reduction in the volume of water in the power plants’ reservoirs, compromising the recovery of their volume, and resulting in losses due to the increase in the cost of purchasing energy or a reduction in revenue due to the introduction of another rationing program, as in 2001. According to the Annual Energy Operation Plan - PEN 2013, drawn up by the National Electrical System Operator, the risks of any energy shortfall is low for 2013, and another energy rationing program is unlikely. These risks could be mitigated by early generation of thermal energy, using the Short-Term Operating Procedures (Procedimentos Operativos de Curto Prazo – POCP), or by an advance order authorized by the Electrical Sector Monitoring Committee (Comitê de Monitoramento do Setor Elétrico – CMSE), thereby diminishing depletion of the reservoirs. This procedure was followed in the last quarter of 2012 and is being used during 2013, with the thermal plants being put into operation to preserve the reservoirs. Payment for the additional cost of this energy security was covered in Resolution 03 of the National Energy Policy Council – CNPE, which established the apportionment for all the market agents. Although there are discussions in the sector about the subject, the subsidiaries have been recording this cost.
100
Regulatory risk: The electric energy supplied tariffs charged to captive consumers by the distribution subsidiaries are fixed by ANEEL, at intervals established in the Concession Agreements entered into with the Federal Government and in accordance with the periodic tariff review methodology established for the tariff cycle. Once the methodology has been ratified, ANEEL establishes tariffs to be charged by the distributor to the final consumers. In accordance with Law 8.987/1995, the fixed tariffs should insure the economic and financial balance of the concession contract at the time of the tariff review, which could result in lower increases than those expected by the electric energy distributors, albeit offset in subsequent periods by other adjustments.
Risk Management for Financial instruments
The Company and its subsidiaries maintain operating and financial policies and strategies to protect the liquidity, safety and profitability of their assets. They accordingly have procedures in place to control and follow-up on the transactions and balances of financial instruments, in order to monitor the risks and current rates in comparison with market conditions.
Risk management controls: In order to manage the risks inherent to the financial instruments and to monitor the procedures established by Management, the Company and its subsidiaries use the MAPS software system to calculate the mark to market, stress testing and duration of the instruments, and assess the risks to which the Company and its subsidiaries are exposed. Historically, the financial instruments contracted by the Company and its subsidiaries supported by these tools have produced adequate risk mitigation results. It must be stressed that the Company and its subsidiaries routinely contract derivatives, only in the event of exposure that Management regards as a risk and with the appropriate levels of approval. The Company and its subsidiaries do not enter into transactions involving exotic or speculative derivatives. Furthermore, the Company meets the requirements of the Sarbanes-Oxley Law, and therefore has internal control policies focused on achieving a strict control environment to minimize the exposure to risks.
101
( 32 ) FINANCIAL INSTRUMENTS
The main financial instruments, classified in accordance with the group’s accounting practices, are:
Consolidated | |||||||||||||
June 30, 2013 |
December 31, 2012 restated | ||||||||||||
Category |
Measurement |
Level (*) |
Accounting balance |
|
Fair value |
Accounting balance |
|
Fair value | |||||
Assets |
|||||||||||||
Cash and cash equivalent (note 5) |
(a) |
(2) |
Level 1 |
3,478,180 |
3,478,180 |
1,152,712 |
1,152,712 | ||||||
Cash and cash equivalent (note 5) |
(a) |
(2) |
Level 2 |
1,941,404 |
1,941,404 |
1,282,322 |
1,282,322 | ||||||
Consumers, Concessionaires and Licensees (note 6) |
(b) |
(1) |
n/a |
2,013,888 |
2,013,888 |
2,366,682 |
2,366,682 | ||||||
Leases |
(b) |
(1) |
n/a |
45,602 |
45,602 |
41,443 |
41,443 | ||||||
Financial investments |
(c) |
(1) |
n/a |
- |
- |
3,939 |
3,939 | ||||||
Financial investments |
(a) |
(2) |
Level 1 |
6,891 |
6,891 |
2,161 |
2,161 | ||||||
Derivatives (note 32) |
(a) |
(2) |
Level 2 |
539,475 |
539,475 |
487,308 |
487,308 | ||||||
Financial asset of concession (note 9) |
(d) |
(2) |
Level 3 |
2,505,747 |
2,505,747 |
2,377,240 |
2,377,240 | ||||||
Receivables from Resources provided by the Energy Development Account - CDE (note 10) |
(b) |
(1) |
n/a |
103,024 |
103,024 |
49,943 |
49,943 | ||||||
Other finance assets (**) |
(b) |
(1) |
n/a |
291,560 |
291,560 |
356,146 |
356,146 | ||||||
10,925,772 |
10,925,772 |
8,119,896 |
8,119,896 | ||||||||||
Liabilities |
|||||||||||||
Suppliers (note 14) |
(e) |
(1) |
n/a |
1,612,030 |
1,612,030 |
1,695,469 |
1,695,469 | ||||||
Loans and financing - Principal and interest (note 15) |
(e) |
(1) |
n/a |
7,441,301 |
7,174,426 |
6,889,549 |
6,766,129 | ||||||
Loans and financing - Principal and interest (note 15) (****) |
(a) |
(2) |
Level 2 |
2,829,720 |
2,829,720 |
2,388,245 |
2,388,245 | ||||||
Debentures - Principal and interest (note 16) |
(e) |
(1) |
n/a |
8,429,952 |
7,531,814 |
6,195,237 |
6,396,903 | ||||||
Regulatory Charges (note 18) |
(e) |
(1) |
n/a |
32,076 |
32,076 |
110,776 |
110,776 | ||||||
Derivatives (note 32) |
(a) |
(2) |
Level 2 |
740 |
740 |
445 |
445 | ||||||
Public utility (note 21) |
(e) |
(1) |
n/a |
80,697 |
80,697 |
79,813 |
79,813 | ||||||
Other finance liabilities (***) |
(e) |
(1) |
n/a |
164,036 |
164,036 |
172,135 |
172,135 | ||||||
20,590,553 |
19,425,540 |
17,531,670 |
17,609,916 | ||||||||||
(*) Refers to the hierarchy for determination of fair value | |||||||||||||
(**) Other financial assets include: (i) Pledges, funds and tied deposits, (ii) Fund tied to the foreign currency loan, (iii) Services rendered to third parties, (iv) Refund of RGR and (v) Collection agreements, as disclosed in note 10 | |||||||||||||
(***) Other financial liabilities include: (i) Consumers and concessionaires, (ii) Nacional scietific and technological development fund - FNDCT, (iii) Energy research company - EPE, (iv) Collection agreement, (v) Reversal fund and (vi) Business acquisition, as disclosed in note 22. | |||||||||||||
(****) As a result of the initial designation of this financial liability, the financial statements showed a gain of R$ 5,830 (loss of R$ 11,310 in 1st semester 2012) | |||||||||||||
Key |
|
|
|
|
|
||||||||
Category: |
Measurement: |
||||||||||||
(a) - Measured at fair value through profit or loss |
(1) - Measured at amortized cost |
||||||||||||
(b) - Loans and receivables |
(2) - Mensured at fair value |
||||||||||||
(c) - Held to maturity |
|||||||||||||
(d) - Available for sale |
|||||||||||||
(e) - Other finance liabilities |
a) Valuation of financial instruments
As mentioned in note 4, the fair value of a security relates to its maturity value (redemption value) marked to present value by the discount factor (relating to the maturity date of the security) obtained from the market interest graph, in Brazilian Reais.
CPC 40 and IFRS 7 require classification at three levels for measurement of the fair value of financial instruments, based on observable and unobservable information in relation to valuation of a financial instrument at the measurement date.
CPC 40 and IFRS 7 also define observable information as market data obtained from independent sources and unobservable information that reflects market assumptions.
The three levels of fair value are:
· Level 1: quoted prices in an active market for identical instruments;
· Level 2: observable information other than quoted prices in an active market that are observable for the asset or liability, directly (i.e. as prices) or indirectly (i.e. derived from prices);
· Level 3: inputs for the instruments that are not based on observable market data.
102
Since the distribution subsidiaries have classified their financial asset of concession as available-for-sale, the relevant factors for measurement at fair value are not publicly observable. The fair value hierarchy classification is therefore level 3. The changes between periods and the respective gains (losses) in net income are disclosed in note 10. There is no effect on equity.
The Company recognizes in “Investments at cost” in the financial statements the 5.93% interest held by the indirect subsidiary Paulista Lajeado Energia S.A. in the total capital of Investco S.A. (“Investco”), in the form of 28,154 common shares and 18,953 preferred shares. Since Investco’s shares are not quoted on the stock exchange and the main objective of its operations is to generate electric energy for commercialization by the shareholders who hold the concession, the Company opted to recognize the investment at cost.
b) Derivatives
The Company and its subsidiaries have the policy of using derivatives to reduce their risks of variations in exchange and interest rates, without any speculative purposes. The Company and its subsidiaries have exchange rate derivatives compatible with the exchange rate risks net exposure, including all the assets and liabilities tied to exchange rates.
The derivative instruments entered into by the Company and its subsidiaries are currency or interest rate swaps with no leverage component, margin call requirements or daily or periodical adjustments. As the majority of the derivatives entered into by the subsidiaries (Note 16) have terms fully aligned with the debts protected, and in order to obtain more relevant and consistent accounting information through the recognition of income and expenses, these debts were designated at fair value, for accounting purposes. Other debts with different terms from their respective derivatives contracted as a hedge continue to be recorded at amortized cost. Furthermore, the Company and its subsidiaries do not adopt hedge accounting for derivative operations.
At June 30, 2013, the Company and its subsidiaries had the following swap operations:
103
Market values (accouting balance) |
||||||||||||||||||
Company / strategy / counterparts |
Assets |
Liabilities |
Fair value, net |
Values at cost, net |
Gain/(Loss) on marking to market |
Currecy / index |
Maturity range |
Notional |
Negotiation market | |||||||||
Derivatives for protection of debts designated at fair value |
||||||||||||||||||
Exchange rate hedge |
||||||||||||||||||
CPFL Paulista |
||||||||||||||||||
BNP Paribas |
67,049 |
- |
67,049 |
63,565 |
3,484 |
dollar |
Jun 2014 |
160,000 |
over the counter | |||||||||
J.P.Morgan |
31,970 |
- |
31,970 |
30,126 |
1,843 |
dollar |
Jul 2014 |
78,250 |
over the counter | |||||||||
J.P.Morgan |
33,574 |
- |
33,574 |
31,784 |
1,791 |
dollar |
Aug 2014 |
76,700 |
over the counter | |||||||||
Morgan Stanley |
27,166 |
- |
27,166 |
22,813 |
4,354 |
dollar |
Sep 2016 |
85,475 |
over the counter | |||||||||
Bank of America Merrill Lynch |
72,948 |
- |
72,948 |
60,826 |
12,121 |
dollar |
Jul 2014 |
156,700 |
over the counter | |||||||||
Societe Generale |
16,284 |
- |
16,284 |
13,893 |
2,391 |
dollar |
Aug 2016 |
33,173 |
over the counter | |||||||||
Citibank |
27,053 |
- |
27,053 |
22,577 |
4,476 |
dollar |
Sep 2016 |
85,750 |
over the counter | |||||||||
HSBC |
12,003 |
- |
12,003 |
11,038 |
965 |
dollar |
Sep 2014 |
41,050 |
over the counter | |||||||||
Scotiabank |
4,134 |
- |
4,134 |
2,774 |
1,360 |
dollar |
Jul 2016 |
49,000 |
over the counter | |||||||||
292,181 |
- |
292,181 |
259,395 |
32,785 |
||||||||||||||
CPFL Piratininga |
||||||||||||||||||
BNP Paribas |
20,169 |
- |
20,169 |
19,076 |
1,093 |
dollar |
Jul 2014 |
45,990 |
over the counter | |||||||||
J.P.Morgan |
67,053 |
- |
67,053 |
63,540 |
3,513 |
dollar |
Aug 2014 |
153,400 |
over the counter | |||||||||
Bank of America |
33,535 |
- |
33,535 |
28,095 |
5,440 |
dollar |
Aug 2016 |
80,250 |
over the counter | |||||||||
Societe Generale |
21,367 |
- |
21,367 |
18,230 |
3,137 |
dollar |
Aug 2016 |
43,527 |
over the counter | |||||||||
Citibank |
5,121 |
- |
5,121 |
4,472 |
649 |
dollar |
Aug 2016 |
12,840 |
over the counter | |||||||||
Scotia Bank |
5,399 |
5,399 |
3,623 |
1,776 |
dollar |
Jul 2016 |
64,000 |
over the counter | ||||||||||
152,644 |
- |
152,644 |
137,036 |
15,608 |
||||||||||||||
CPFL Santa Cruz |
||||||||||||||||||
J.P.Morgan |
917 |
917 |
625 |
1,542 |
dolar |
Jan 2013 |
20,000 |
over the counter | ||||||||||
Banco Santander |
(642) |
(642) |
(625) |
(1,266) |
dolar |
Jun 2016 |
20,000 |
over the counter | ||||||||||
275 |
- |
275 |
0 |
275 |
||||||||||||||
CPFL Leste Paulista |
||||||||||||||||||
Citibank/ |
2,444 |
- |
2,444 |
2,320 |
124 |
dollar |
Sep 2014 |
8,000 |
over the counter | |||||||||
Bank of Nova Scotia |
1,581 |
1,581 |
1,218 |
363 |
dollar |
Jul 2015 |
25,000 |
over the counter | ||||||||||
4,025 |
- |
4,025 |
3,537 |
487 |
||||||||||||||
CPFL Sul Paulista |
||||||||||||||||||
Citibank |
2,444 |
2,444 |
2,320 |
124 |
dollar |
Sep 2014 |
8,000 |
over the counter | ||||||||||
JPMorgan |
481 |
481 |
328 |
153 |
dollar |
Jul 2015 |
10,500 |
over the counter | ||||||||||
SCOTIA |
664 |
664 |
511 |
152 |
dollar |
Jul 2015 |
10,500 |
over the counter | ||||||||||
Santander |
(706) |
(706) |
(687) |
(18) |
dollar |
Jun 2016 |
22,000 |
over the counter | ||||||||||
2,884 |
- |
2,884 |
2,472 |
412 |
||||||||||||||
CPFL Jaguari |
||||||||||||||||||
Citibank |
2,555 |
- |
2,555 |
2,437 |
118 |
dollar |
Aug 2014 |
7,000 |
over the counter | |||||||||
Bank of Nova Scotia |
822 |
822 |
633 |
189 |
dollar |
Jul 2015 |
13,000 |
over the counter | ||||||||||
Santander |
(994) |
(994) |
(969) |
(26) |
dollar |
Jun 2016 |
31,000 |
over the counter | ||||||||||
2,383 |
2,383 |
2,102 |
281 |
|||||||||||||||
CPFL Mococa |
||||||||||||||||||
Citibank |
2,139 |
- |
2,139 |
2,030 |
109 |
dollar |
Sep 2014 |
7,000 |
over the counter | |||||||||
Bank of Nova Scotia |
696 |
696 |
536 |
160 |
dollar |
Jul 2015 |
11,000 |
over the counter | ||||||||||
2,834 |
- |
2,834 |
2,566 |
269 |
||||||||||||||
CPFL Geração |
||||||||||||||||||
Citibank |
40,700 |
- |
40,700 |
35,267 |
5,433 |
dollar |
Aug 2016 |
100,000 |
over the counter | |||||||||
RGE |
||||||||||||||||||
Citibank |
25,775 |
- |
25,775 |
23,099 |
2,676 |
dollar |
April 2012 to April 2016 |
128,590 |
over the counter | |||||||||
J.P. Morgan |
8,020 |
- |
8,020 |
6,340 |
1,680 |
dollar |
July 2012 to July 2016 |
94,410 |
over the counter | |||||||||
Bank of Tokyo-Mitsubishi |
6,858 |
- |
6,858 |
12,541 |
(5,683) |
dollar |
April 2013 to May 2018 |
204,616 |
over the counter | |||||||||
40,653 |
- |
40,653 |
41,980 |
(1,327) |
||||||||||||||
Subtotal |
538,578 |
- |
538,578 |
484,355 |
54,224 |
|||||||||||||
Hedge interest rate variation (1) |
||||||||||||||||||
CPFL Energia |
||||||||||||||||||
Citibank |
251 |
- |
251 |
139 |
112 |
CDI + spread |
Sep 2014 |
300,000 |
over the counter | |||||||||
CPFL Paulista |
||||||||||||||||||
Bank of America Merrill Lynch |
(712) |
- |
(712) |
39 |
(751) |
CDI |
Jul 2019 |
660,000 |
over the counter | |||||||||
J.P.Morgan |
(295) |
- |
(295) |
19 |
(314) |
CDI |
Feb 2021 |
300,000 |
over the counter | |||||||||
Votorantin |
(69) |
- |
(69) |
6 |
(75) |
CDI |
Feb 2021 |
100,000 |
over the counter | |||||||||
Santander |
(67) |
- |
(67) |
8 |
(75) |
CDI |
Feb 2021 |
105,000 |
over the counter | |||||||||
(1,143) |
- |
(1,143) |
72 |
(1,217) |
||||||||||||||
CPFL Piratininga |
||||||||||||||||||
J.P.Morgan |
(119) |
- |
(119) |
6 |
(125) |
CDI |
Jul 2019 |
110,000 |
over the counter | |||||||||
Votorantim |
(20) |
- |
(20) |
9 |
(29) |
CDI |
Feb 2021 |
135,000 |
over the counter | |||||||||
Santander |
- |
- |
7 |
(7) |
CDI |
Feb 2021 |
100,000 |
over the counter | ||||||||||
(139) |
- |
(139) |
22 |
(161) |
||||||||||||||
RGE |
||||||||||||||||||
Santander |
158 |
- |
158 |
82 |
76 |
CDI + spread |
December 2011 to December 2013 |
93,333 |
over the counter | |||||||||
Citibank |
30 |
- |
30 |
6 |
24 |
CDI + spread |
December 2011 to December 2013 |
33,333 |
over the counter | |||||||||
HSBC |
- |
(540) |
(540) |
30 |
(570) |
% CDI |
June 2013 to July 2019 |
500,000 |
over the counter | |||||||||
Votorantim |
- |
(200) |
(200) |
11 |
(211) |
% CDI |
June 2013 to February 2021 |
170,000 |
over the counter | |||||||||
188 |
(740) |
(552) |
129 |
(681) |
||||||||||||||
Derivatives for protection of debts not designated at fair value |
||||||||||||||||||
Exchange rate hedge |
||||||||||||||||||
CPFL Paulista |
||||||||||||||||||
Bank of America Merrill Lynch |
55 |
- |
55 |
39 |
16 |
dollar |
Apr 2013 |
1,002 |
over the counter | |||||||||
Bank of America Merrill Lynch |
566 |
- |
566 |
382 |
184 |
dollar |
Oct 2013 |
9,867 |
over the counter | |||||||||
621 |
- |
621 |
421 |
201 |
||||||||||||||
CPFL Geração |
- |
- |
||||||||||||||||
Votorantim |
1,118 |
- |
1,118 |
1,559 |
(441) |
dollar |
July 2013 to December 2014 |
57,678 |
over the counter | |||||||||
|
|
|
|
|
||||||||||||||
Subtotal |
896 |
(740) |
156 |
2,341 |
(2,187) |
|||||||||||||
Total |
539,475 |
(740) |
538,735 |
486,696 |
52,037 |
|||||||||||||
Current |
845 |
- |
||||||||||||||||
Noncurrent |
538,630 |
(740) |
||||||||||||||||
For further details of terms and information about debts and debentures, see notes 15 and 16 | ||||||||||||||||||
(¹) The interest rate hedge swaps have half-yearly validity, so the notional value reduces in accordance with amortization of the debt. |
104
Certain subsidiaries opted to mark to market debts for which they have fully tied derivative instruments (Note 16).
The Company and its subsidiaries have recorded gains and losses on their derivatives. However, as these derivatives are used as a hedge, these gains and losses minimized the impact of variations in exchange and interest rates on the protected debts. For the three and six-month periods ended June 30, 2013 and 2012, the derivatives resulted in the following impacts on profit or loss:
Gain (Loss) | ||||||||||||
2013 |
2012 restated | |||||||||||
Company |
Hedged risk / transaction |
Account |
2nd quarter |
1st semester |
2nd quarter |
1st semester | ||||||
CPFL Energia |
Interest rate variation |
Financial expense - swap |
106 |
220 |
91 |
115 | ||||||
CPFL Energia |
Mark to Market |
Financial expense - Adjustment to fair value |
(235) |
(357) |
237 |
533 | ||||||
CPFL Paulista |
Interest rate variation |
Financial expense - swap |
72 |
72 |
- |
- | ||||||
CPFL Paulista |
Exchange variation |
Financial expense - swap |
109,131 |
86,835 |
147,054 |
105,234 | ||||||
CPFL Paulista |
Mark to Market |
Financial expense - Adjustment to fair value |
(2,228) |
(18,074) |
(15,224) |
4,891 | ||||||
CPFL Piratininga |
Interest rate variation |
Financial expense - swap |
22 |
25 |
13 |
97 | ||||||
CPFL Piratininga |
Exchange variation |
Financial expense - swap |
38,293 |
29,307 |
52,334 |
37,436 | ||||||
CPFL Piratininga |
Mark to Market |
Financial expense - Adjustment to fair value |
2,134 |
(4,132) |
(4,039) |
3,769 | ||||||
RGE |
Interest rate variation |
Financial expense - swap |
124 |
207 |
122 |
201 | ||||||
RGE |
Exchange variation |
Financial expense - swap |
29,358 |
24,106 |
16,248 |
16,248 | ||||||
RGE |
Mark to Market |
Financial expense - Adjustment to fair value |
(3,561) |
(6,992) |
(5,133) |
(5,058) | ||||||
CPFL Geração |
Interest rate variation |
Financial expense - swap |
- |
- |
77 |
86 | ||||||
CPFL Geração |
Exchange variation |
Financial expense - swap |
13,034 |
9,271 |
22,113 |
15,210 | ||||||
CPFL Geração |
Mark to Market |
Financial expense - Adjustment to fair value |
2,639 |
(178) |
(1,428) |
943 | ||||||
CPFL Santa Cruz |
Exchange variation |
Financial expense - swap |
755 |
315 |
- |
- | ||||||
CPFL Santa Cruz |
Mark to Market |
Financial expense - Adjustment to fair value |
38 |
(178) |
- |
- | ||||||
CPFL Leste Paulista |
Exchange variation |
Financial expense - swap |
2,469 |
1,721 |
1,126 |
775 | ||||||
CPFL Leste Paulista |
Mark to Market |
Financial expense - Adjustment to fair value |
99 |
(167) |
(95) |
(15) | ||||||
CPFL Sul Paulista |
Exchange variation |
Financial expense - swap |
1,486 |
829 |
1,126 |
775 | ||||||
CPFL Sul Paulista |
Mark to Market |
Financial expense - Adjustment to fair value |
68 |
(241) |
(95) |
9 | ||||||
CPFL Jaguari |
Exchange variation |
Financial expense - swap |
604 |
145 |
1,039 |
723 | ||||||
CPFL Jaguari |
Mark to Market |
Financial expense - Adjustment to fair value |
31 |
(185) |
(86) |
(15) | ||||||
CPFL Mococa |
Exchange variation |
Financial expense - swap |
1,396 |
983 |
985 |
678 | ||||||
CPFL Mococa |
Mark to Market |
Financial expense - Adjustment to fair value |
55 |
(135) |
(83) |
(13) | ||||||
195,890 |
123,397 |
216,382 |
182,621 |
c) Sensitivity Analysis
In compliance with CVM Instruction n° 475/08, the Company and its subsidiaries performed sensitivity analyses of the main risks to which their financial instruments (including derivatives) are exposed, mainly comprising variations in exchange and interest rates, as shown below:
c.1) Exchange rates variation
If the level of net exchange rate exposure at June 30, 2013 is maintained, the simulation of the consolidated effects by type of financial instrument for three different scenarios would be:
105
Consolidated | ||||||||||
Instruments |
Exposure |
Risk |
Exchange depreciation of 8,7%* |
Exchange depreciation of 25%(**) |
Exchange depreciation of 50%(**) | |||||
Financial asset instruments |
34,415 |
dollar apprec. |
2,982 |
8,604 |
17,208 | |||||
Financial liability instruments (1) |
(2,591,516) |
dollar apprec. |
(224,576) |
(647,879) |
(1,295,758) | |||||
Derivatives - Plain vanilla swap |
2,559,466 |
dollar apprec. |
221,799 |
639,866 |
1,279,733 | |||||
2,364 |
205 |
591 |
1,182 | |||||||
Total |
3,661 |
205 |
591 |
1,182 | ||||||
* In accordance with exchange graphs contained in information provided by the BM&F | ||||||||||
**In compliance with CVM Instruction 475/08, the percentage of exchange depreciation are related to exchange rate as of June 30, 2013 | ||||||||||
(1) This amount does not include CPFL Paulista's loan from the financial institution Bank of America Merrill Lynch, originally maturing in July 2014, as the loan was paid early, in July 2013 by contracting a predetermined future exchange rate. Accordingly, the Company is not subject to exchange exposure |
c.2) Variation in interest rates
Assuming that (i) the scenario of net exposure of the financial instruments indexed to variable interest rates at June 30, 2013 is maintained, and (ii) the respective accumulated annual indexes for the last 12 months remain stable (CDI 7.62% p.a.; IGP-M 6.31% p.a.; TJLP 5.00% p.a.), the effects on the Company’s financial statements for the next 12 months would be a net financial expense of R$ 686,494. In the event of fluctuations in the indexes in accordance with the three scenarios described, the effect on the net financial expense would as follows:
Consolidated | ||||||||||
Instruments |
Exposure |
Risk |
Scenario I(*) |
Raising index by 25%(**) |
Raising index by 50%(**) | |||||
Financial asset instruments |
5,890,100 |
CDI apprec. |
84,817 |
106,022 |
212,044 | |||||
Financial liability instruments |
(10,504,492) |
CDI apprec. |
(151,265) |
(189,081) |
(378,162) | |||||
Derivatives - Plain vanilla swap |
(2,020,731) |
CDI apprec. |
(29,099) |
(36,373) |
(72,746) | |||||
(6,635,122) |
(95,546) |
(119,432) |
(238,864) | |||||||
Financial asset instruments |
6,891 |
IGP-M apprec. |
(47) |
109 |
217 | |||||
Financial liability instruments |
(98,376) |
IGP-M apprec. |
669 |
(1,552) |
(3,104) | |||||
(91,485) |
622 |
(1,443) |
(2,886) | |||||||
Financial liability instruments |
(4,059,845) |
TJLP apprec. |
- |
(50,748) |
(101,496) | |||||
Total increase |
(10,786,452) |
(94,924) |
(171,623) |
(343,247) | ||||||
(*) The CDI, IGP-M and TJLP indexes considered of 8.64%, 5.63% and 5%, respectively, were obtained from information available in the market. | ||||||||||
(**) In compliance with CVM Instruction 475/08, the percentage of raising index are related to information as of June 30, 2013 |
106
( 33 ) REGULATORY ASSETS AND LIABILITIES
The Company has the following assets and liabilities for regulatory purposes, which are not recorded in the financial statements.
Consolidated | |||||||||||
June 30, 2013 |
March 31, 2013 |
December 31, 2012 restated |
June 30, 2012 restated |
March 31, 2012 restated |
December 31, 2011 restated | ||||||
Assets |
|||||||||||
Consumers, Concessionaires and Licensees |
|||||||||||
Discounts TUSD (*) and Irrigation |
39,513 |
60,711 |
65,534 |
64,409 |
63,967 |
67,244 | |||||
Deferred Costs Variations |
|||||||||||
CVA (**) |
694,043 |
686,461 |
897,364 |
779,797 |
514,143 |
404,148 | |||||
Prepaid Expenses |
|||||||||||
Overcontracting |
66,543 |
83,174 |
74,885 |
15,968 |
22,716 |
27,364 | |||||
Low income consumers' subsidy - Losses |
- |
- |
2,064 |
13,765 |
15,630 |
17,922 | |||||
Neutrality of the sector charges |
5,497 |
2,845 |
2,850 |
525 |
406 |
224 | |||||
Tariff adjustment |
2,663 |
3,790 |
2,696 |
(0) |
(0) |
467 | |||||
Other financial components |
68,250 |
84,047 |
92,582 |
94,756 |
90,067 |
53,180 | |||||
142,953 |
173,856 |
175,078 |
125,014 |
128,819 |
99,157 | ||||||
Liabilities |
|||||||||||
Deferred Gains Variations |
|||||||||||
Parcel "A" |
(1,454) |
(1,454) |
(1,443) |
(1,350) |
(1,234) |
(1,337) | |||||
CVA (**) |
(298,582) |
(372,532) |
(373,784) |
(621,296) |
(561,097) |
(488,500) | |||||
(300,037) |
(373,987) |
(375,227) |
(622,645) |
(562,331) |
(489,838) | ||||||
Other Accounts Payable |
|||||||||||
Compensation for repositioning in the RTP (***) |
(177,032) |
(205,913) |
(242,987) |
- |
- |
- | |||||
Discounts TUSD and Irrigation (*) |
(453) |
(376) |
(363) |
(638) |
(48) |
(127) | |||||
Overcontracting |
(40,346) |
(26,090) |
(28,919) |
(51,640) |
(71,060) |
(48,367) | |||||
Low income consumers' subsidy - Gains |
(10,587) |
(13,979) |
(22,813) |
(28,484) |
(28,641) |
(17,010) | |||||
Neutrality of the sector charges |
(58,064) |
(60,033) |
(66,985) |
(110,778) |
(97,299) |
(97,138) | |||||
Tariff Review – Provisional Procedure |
- |
- |
- |
(162,122) |
(84,903) |
(32,181) | |||||
Other financial components |
(21,521) |
(4,027) |
(4,254) |
(5,229) |
(9,903) |
(5,739) | |||||
(308,003) |
(310,417) |
(366,321) |
(358,892) |
(291,855) |
(200,562) | ||||||
Total net |
268,470 |
236,624 |
396,428 |
(12,317) |
(147,257) |
(119,851) | |||||
(*) Network Usage Charge - TUSD (**) Deferred Tariff Costs and Gains Variations from Parcel "A" itens | |||||||||||
( 34 ) NON CASH TRANSACTIONS
Parent company |
Consolidated | ||||||
June 30, 2013 |
June 30, 2012 restated |
June 30, 2013 |
June 30, 2012 restated | ||||
Transactions resulting from business combinations |
|||||||
Property, plant and eqiupment acquired through business combination |
- |
- |
- |
594,502 | |||
Intangible asset acquired in business combination, net of tax effects |
- |
- |
- |
761,802 | |||
Other net assets acquired through business combination |
- |
- |
- |
(647,398) | |||
- |
- |
- |
708,906 | ||||
Cash acquired in the business combination |
- |
- |
- |
(28,278) | |||
Acquisition price payable |
- |
- |
- |
- | |||
Acquisition price paid |
- |
- |
- |
680,628 | |||
Other transactions |
|||||||
Capital decrease in subsidiaries for transfering investments |
- |
10,045 |
- |
- | |||
Reversal of provisions for socio-environmental costs capitalized in property, plant and equipment |
- |
- |
624 |
1,961 | |||
Interest capitalized in property, plant and equipment |
- |
- |
23,876 |
18,380 | |||
Interest capitalized in intangible concession asset - distribution infrastructure |
- |
- |
5,139 |
5,816 |
107
( 35 ) RELEVANT FACTS AND SUBSEQUENT EVENT
35.1 Relevant fact – Rede Group
On July 8, 2013, the Company disclosed in a Relevant Fact that the Investment, Purchase and Sale Agreement and Other Covenants signed on December 19, 2012 by the Company, Equatorial Energia S.A. (“Equatorial”) and Mr. Jorge Queiroz de Moraes Junior, controlling shareholder of the Rede Group, with the objective of potential acquisition of the share control of the companies in the Rede Energia Group by Equatorial and realization by the Company of the investments foreseen in the Commitment, had been rescinded.
35.2 IPO – CPFL Renováveis
The initial public offer of 27,977,618 common shares and second offer of 43,964,828 common shares of the subsidiary CPFL Renováveis, all registered, book-entry, with no face value and free and free and clear of any and encumbrance or lien, announced on June 27, 2013, was completed on July 17, 2013. A total of 71.9 million shares were distributed, at R$ 12.51 each, amounting to R$ 899.9 million. The operation raised a gross amount (i) of R$ 350.0 million in the initial offer, in which 27.9 million common shares were issued, which will be held in the capital account until the price per share equals capital divided by the total number of shares prior to the offer, and the remaining amount of net resources will be recorded in the capital reserve account; and (ii) R$ 549.9 million in the second offer, in which 43.9 million common shares were sold by the subsidiary’s non-controlling shareholders.
As mentioned in the December 31, 2012 financial statements, the shareholders’ agreement of CPFL Renováveis established that, if CPFL Renováveis fails to make an initial public offering within 24 months after signing of the agreement, its non-controlling shareholders were entitled to sell their shares to CPFL Energia or to any third party/parties nominated by CPFL Energia, and CPFL Energia was obliged to purchase those shares. Once the IPO above-mentioned has been concluded, the right/obligation established in the shareholders’ agreement ceases to exist.
The share composition of the subsidiary, after the public share offering and without taking the additional shares into consideration, is shown below:
|
|
July 17, 2013 | ||
Shareholders |
|
Common shares |
|
% |
CPFL Geração de Energia S.A. |
259,748,799 |
59.00% | ||
Secor LLC |
|
24,255,307 |
5.51% | |
Patria Energia Fundo de Invest. Em Participações |
|
21,064,242 |
4.78% | |
Pátria Energia Renovável - Fundo de |
|
|||
Investimento em Participações Infraestrutura |
3,699,532 |
0.84% | ||
Fundo de Invest. Partic. Brasil Energia |
31,439,288 |
7.14% | ||
DEG - Deutsche Investitions Und Ent MBH |
|
6,499,722 |
1.48% | |
Fundo de Invest. Partic. Multisetorial Plus |
|
13,104,207 |
2.98% | |
GMR Energia S.A. |
|
8,498,104 |
1.93% | |
Other |
|
71,942,446 |
16.34% | |
|
|
440,251,647 |
|
100% |
35.3 Loans and Financing
CPFL Paulista
A meeting of the Board of Directors held in May 2013 approved fundraising of up to R$ 591,000 by the subsidiary CPFL Paulista.
The amount of R$ 250,000 was released on July 7, 2013, in Banco do Brasil bank credit notes for a period of up to 5 years at a cost of 104.90% of the CDI.
The amount of R$ 340,380 was released on July 15, 2013 as per Law 4131/62 by Bank of America Merrill Lynch, with annual interest of quarterly Libor l + 1.48% and a term of 3 years. The interest will be paid quarterly and the principal will be paid in full at maturity. The subsidiary contracted a swap to converting the cost of the currency variation to 105% of the CDI.
The funds are to be used to reinforce working capital and extend the term of the outstanding debt.
108
CPFL Piratininga
A meeting of the Board of Directors held in May 2013 approved fundraising of up to R$ 153,000 by the subsidiary CPFL Piratininga.
The amount of R$ 100,000 was released on July 2, 2013, as per Law 4131/62 by Banco Santander, with annual interest of dollar exchange variation + 2.58% and a term of 3 years. The interest will be paid half yearly and the principal will be paid in full. The subsidiary contracted a swap to converting the cost of from currency variation to a variation of 105% of the CDI.
R$ 44,000 was released on July 7, 2013, as per form of Banco do Brasil banknotes, for a term of up to 5 years at a cost of 104.90% of the CDI.
The funds are to be used to reinforce working capital and extend the term of the outstanding debt.
CPFL Geração
A meeting of the Board of Directors held on July 15, 2013 approved the 6th issue of a single series of 46,000 ordinary unsecured debentures, not convertible into shares, by the subsidiary CPFL Geração, with a unit face value of R$ 10 and a total amount of R$ 460.000.
Interest will be paid half-yearly and will include interest at the 100% of the interbank deposit DI rate + 0.75% a year.
The funds will be used for early redemption of the subsidiary’s 2nd issue of promissory notes. The debentures will have a validity term of 7 years from the issue date.
CPFL Renováveis – Atlânticas Complex
On July 8, 2013, the indirect subsidiaries of the Atlânticas Complex made a 3rd issue of promissory notes by Banco do Brasil, amounting to R$ 138,000, at a cost of 108.5% of the CDI. This issue relates to extending the outstanding balance of the 2nd issue of promissory notes of the Atlânticas Complex SPCs, maturing on January 4, 2014
109
OTHER RELEVANT INFORMATION
Shareholders of CPFL Energia S/A holding more than 5% of the shares of the same type and class, as of June 30, 2013: | ||||||||
Shareholders |
Common shares |
Interest - % |
||||||
BB Carteira Livre I FIA |
288,569,602 |
29.99 |
||||||
ESC Energia S.A. |
234,092,930 |
24.33 |
||||||
Energia São Paulo FIA |
136,820,640 |
14.22 |
||||||
BNDES Participações S.A. |
81,053,460 |
8.42 |
||||||
Executive officers |
72,077 |
0.01 |
||||||
Other shareholders |
221,665,551 |
23.04 |
||||||
Total |
962,274,260 |
100.00 |
||||||
Quantity and characteristic of secutiries held by Controlling Shareholders, Executive Officers, Board of Directors, Fiscal Council and Free Float, as of June 30, 2013 and 2012: | ||||||||
June 30, 2013 |
June 30, 2012 | |||||||
Shareholders |
Common shares |
Interest - % |
Common shares |
Interest - % | ||||
Controlling shareholders |
666,668,822 |
69.28 |
666,629,822 |
69.28 | ||||
Administrator |
- |
- |
- |
- | ||||
Executive officers |
72,077 |
0.01 |
50,400 |
0.01 | ||||
Board of directors |
- |
- |
200 |
0.00 | ||||
Fiscal Council Members |
- |
- |
- |
- | ||||
Other shareholders - free float |
295,533,361 |
30.71 |
295,593,838 |
30.72 | ||||
Total |
962,274,260 |
100.00 |
962,274,260 |
100.00 | ||||
Outstanding shares |
295,533,361 |
30.71 |
295,593,838 |
30.72 |
110
SHAREHOLDING STRUCTURE |
1st Semester 2013 |
| |||||||
CPFL ENERGIA S/A |
|
Per units shares |
Date of last change | ||||||
1 - SHAREHOLDERS OF THE COMPANY |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
665,791,962 |
69.19% |
100.00% |
- |
0.00% |
0.00% |
665,791,962 |
69.19% |
|
1.1 Esc Energia S.A. |
234,092,930 |
24.33% |
100.00% |
- |
0.00% |
0.00% |
234,092,930 |
24.33% |
25-mar-13 |
1.2 Fundo Mútuo de Investimentos em Ações - BB Carteira Livre I |
288,569,602 |
29.99% |
100.00% |
- |
0.00% |
0.00% |
288,569,602 |
29.99% |
26-dez-12 |
1.3 Bonaire Participações S.A. |
6,308,790 |
0.66% |
100.00% |
- |
0.00% |
0.00% |
6,308,790 |
0.66% |
9-abr-12 |
1.4 Energia São Paulo FIA |
136,820,640 |
14.22% |
100.00% |
- |
0.00% |
0.00% |
136,820,640 |
14.22% |
25-mar-13 |
Noncontrolling shareholders |
296,482,298 |
30.81% |
100.00% |
- |
0.00% |
0.00% |
296,482,298 |
30.81% |
|
1.5 BNDES Participações S.A. |
81,053,460 |
8.42% |
100.00% |
- |
0.00% |
0.00% |
81,053,460 |
8.42% |
15-ago-11 |
1.6 Board of Directors |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
31-jul-12 |
1.7 Executive officers |
100,350 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
100,350 |
0.01% |
5-jul-13 |
1.8 Other shareholders |
215,328,488 |
22.38% |
100.00% |
- |
0.00% |
0.00% |
215,328,488 |
22.38% |
5-jul-13 |
Total |
962,274,260 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
962,274,260 |
100.00% |
|
|
|
| |||||||
2 - Entity: 1.1 Esc Energia S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
975,610,433 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
975,610,433 |
100.00% |
|
1.1.1 VBC Energia S.A. |
975,610,433 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
975,610,433 |
100.00% |
21-nov-12 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
975,610,433 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
975,610,433 |
100.00% |
|
3 - Entity: 1.1.1 VBC ENERGIA S/A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
5,014,978 |
100.00% |
97.41% |
133,511 |
100.00% |
2.59% |
5,148,489 |
100.00% |
|
1.1.1.1 Átila Holdings S/A |
2,405,393 |
47.96% |
97.15% |
70,530 |
52.83% |
2.85% |
2,475,923 |
48.09% |
31-ago-11 |
1.1.1.2 Camargo Corrêa Energia S.A. |
1,504,095 |
29.99% |
96.97% |
47,018 |
35.22% |
3.03% |
1,551,113 |
30.13% |
5-set-11 |
1.1.1.3 Camargo Corrêa S.A. |
717,383 |
14.30% |
97.82% |
15,963 |
11.96% |
2.18% |
733,346 |
14.24% |
26-out-12 |
1.1.1.4 Camargo Corrêa Investimento em Infra-Estrutura S.A. |
388,107 |
7.74% |
100.00% |
- |
0.00% |
0.00% |
388,107 |
7.54% |
31-ago-11 |
Noncontrolling shareholders |
5 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
5 |
0.00% |
|
1.1.1.5 Other shareholders |
5 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
5 |
0.00% |
26-out-12 |
Total |
5,014,983 |
100.00% |
97.41% |
133,511 |
100.00% |
2.59% |
5,148,494 |
100.00% |
|
4- Entity: 1.1.1.1 Átila Holdings S/A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
821,452,787 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
821,452,787 |
100.00% |
|
1.1.1.1.1 Construções e Comércio Camargo Corrêa S.A. |
380,575,180 |
46.33% |
100.00% |
- |
0.00% |
0.00% |
380,575,180 |
46.33% |
31-ago-11 |
1.1.1.1.2 Camargo Corrêa S.A |
440,877,607 |
53.67% |
100.00% |
- |
0.00% |
0.00% |
440,877,607 |
53.67% |
1-set-09 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
821,452,787 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
821,452,787 |
100.00% |
|
5 - Entity: 1.1.1.2 Camargo Corrêa Energia S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
2,360,886 |
100.00% |
77.41% |
689,071 |
100.00% |
22.59% |
3,049,957 |
100.00% |
|
1.1.1.2.1 Camargo Corrêa Investimento em Infra-Estrutura S.A. |
2,360,886 |
100.00% |
77.41% |
689,071 |
100.00% |
22.59% |
3,049,957 |
100.00% |
30-abr-12 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
4 |
0.00% |
100.00% |
4 |
0.00% |
|
1.1.1.2.2 Other shareholders |
- |
0.00% |
0.00% |
4 |
0.00% |
100.00% |
4 |
0.00% |
30-abr-12 |
Total |
2,360,886 |
100.00% |
77.41% |
689,075 |
100.00% |
22.59% |
3,049,961 |
100.00% |
|
6 - Entity: 1.1.1.3 Camargo Corrêa S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
48,943 |
99.99% |
34.46% |
93,099 |
100.00% |
65.54% |
142,042 |
100.00% |
|
1.1.1.3.1 Participações Morro Vermelho S.A. |
48,943 |
99.99% |
34.46% |
93,099 |
100.00% |
65.54% |
142,042 |
100.00% |
30-abr-12 |
Noncontrolling shareholders |
3 |
0.01% |
75.00% |
1 |
0.00% |
25.00% |
4 |
0.00% |
|
1.1.1.3.2 Other shareholders |
3 |
0.01% |
75.00% |
1 |
0.00% |
25.00% |
4 |
0.00% |
30-abr-12 |
Total |
48,946 |
100.00% |
34.46% |
93,100 |
100.00% |
65.54% |
142,046 |
100.00% |
|
7 - Entity: 1.1.1.4 Camargo Corrêa Investimento em Infra-Estrutura S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
1,058,326,173 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1,058,326,173 |
100.00% |
|
1.1.1.4.1 Camargo Corrêa S.A. |
1,058,326,173 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1,058,326,173 |
100.00% |
30-abr-12 |
Noncontrolling shareholders |
5 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
5 |
0.00% |
|
1.1.1.4.2 Other shareholders |
5 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
5 |
0.00% |
30-abr-12 |
Total |
1,058,326,178 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1,058,326,178 |
100.00% |
|
8 - Entity: 1.1.1.1.1 Construções e Comércio Camargo Corrêa S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
374,477 |
100.00% |
81.01% |
87,775 |
99.99% |
18.99% |
462,252 |
100.00% |
|
1.1.1.1.1.1 Camargo Corrêa Construções e Participações S.A. |
374,477 |
100.00% |
81.01% |
87,775 |
99.99% |
18.99% |
462,252 |
100.00% |
28-ago-12 |
Noncontrolling shareholders |
4 |
0.00% |
44.44% |
5 |
0.01% |
55.56% |
9 |
0.00% |
|
1.1.1.1.1.2 Other shareholders |
4 |
0.00% |
44.44% |
5 |
0.01% |
55.56% |
9 |
0.00% |
30-abr-12 |
Total |
374,481 |
100.00% |
81.01% |
87,780 |
100.00% |
18.99% |
462,261 |
100.00% |
|
9 - Entity: 1.1.1.1.1.1 Camargo Corrêa Construções e Participações S.A. |
Quotes/common shares |
% ON |
% Total |
Preferred shares |
% PN |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
2,749,756,292 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
2,749,756,292 |
100.00% |
|
1.1.1.1.1.1.1 Camargo Corrêa S.A. |
2,749,756,292 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
2,749,756,292 |
100.00% |
3-out-11 |
Noncontrolling shareholders |
2 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
2 |
0.00% |
|
1.1.1.1.1.1.2 Other shareholders |
2 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
2 |
0.00% |
3-out-11 |
Total |
2,749,756,294 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
2,749,756,294 |
100.00% |
|
(continue) |
111
|
|
|
|
|
|
|
|
|
|
10 - Entity: 1.1.1.3.1 Participações Morro Vermelho S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
2,249,991 |
100.00% |
33.33% |
4,500,000 |
100.00% |
66.67% |
6,749,991 |
100.00% |
|
1.1.1.3.1.1 RCABON Empreendimentos e Participações S.A |
749,997 |
33.33% |
100.00% |
- |
0.00% |
0.00% |
749,997 |
11.11% |
2-mai-12 |
1.1.1.3.1.2 RCNON Empreendimentos e Participações S.A |
749,997 |
33.33% |
100.00% |
- |
0.00% |
0.00% |
749,997 |
11.11% |
2-mai-12 |
1.1.1.3.1.3 RCPODON Empreendimentos e Participações S.A |
749,997 |
33.33% |
100.00% |
- |
0.00% |
0.00% |
749,997 |
11.11% |
2-mai-12 |
1.1.1.3.1.4 RCABPN Empreendimentos e Participações S.A |
- |
0.00% |
0.00% |
1,498,080 |
33.29% |
100.00% |
1,498,080 |
22.19% |
1-out-08 |
1.1.1.3.1.5 RCNPN Empreendimentos e Participações S.A |
- |
0.00% |
0.00% |
1,498,080 |
33.29% |
100.00% |
1,498,080 |
22.19% |
1-out-08 |
1.1.1.3.1.6 RCPODPN Empreendimentos e Participações S.A |
- |
0.00% |
0.00% |
1,498,080 |
33.29% |
100.00% |
1,498,080 |
22.19% |
1-out-08 |
1.1.1.3.1.7 RRRPN Empreendimentos e Participações S.A |
- |
0.00% |
0.00% |
5,760 |
0.13% |
100.00% |
5,760 |
0.09% |
1-out-08 |
Noncontrolling shareholders |
9 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
9 |
0.00% |
|
1.1.1.3.1.8 Other shareholders |
9 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
9 |
0.00% |
1-out-08 |
Total |
2,250,000 |
100.00% |
33.33% |
4,500,000 |
100.00% |
66.67% |
6,750,000 |
100.00% |
|
11 - Entity: 1.1.1.3.1.1 RCABON Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
749,850 |
100.00% |
99.99% |
40 |
26.67% |
0.01% |
749,890 |
99.99% |
|
1.1.1.3.1.1.1 Rosana Camargo de Arruda Botelho |
749,850 |
100.00% |
99.99% |
40 |
26.67% |
0.01% |
749,890 |
99.99% |
1-out-08 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
110 |
73.33% |
100.00% |
110 |
0.01% |
|
1.1.1.3.1.1.2 Other shareholders |
- |
0.00% |
0.00% |
110 |
73.33% |
100.00% |
110 |
0.01% |
1-out-08 |
Total |
749,850 |
100.00% |
99.98% |
150 |
100.00% |
0.02% |
750,000 |
100.00% |
|
12 - Entity: 1.1.1.3.1.2 RCNON Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
749,850 |
100.00% |
99.99% |
40 |
26.67% |
0.01% |
749,890 |
99.99% |
|
1.1.1.3.1.2.1 Renata de Camargo Nascimento |
749,850 |
100.00% |
99.99% |
40 |
26.67% |
0.01% |
749,890 |
99.99% |
1-out-08 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
110 |
73.33% |
100.00% |
110 |
0.01% |
|
1.1.1.3.1.2.2 Other shareholders |
- |
0.00% |
0.00% |
110 |
73.33% |
100.00% |
110 |
0.01% |
1-out-08 |
Total |
749,850 |
100.00% |
99.98% |
150 |
100.00% |
0.02% |
750,000 |
100.00% |
|
13 - Entity: 1.1.1.3.1.3 RCPODON Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
749,850 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
749,850 |
99.98% |
|
1.1.1.3.1.3.1 Regina de Camargo Pires Oliveira Dias |
749,850 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
749,850 |
99.98% |
1-out-08 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
150 |
100.00% |
100.00% |
150 |
0.02% |
|
1.1.1.3.1.3.2 Other shareholders |
- |
0.00% |
0.00% |
150 |
100.00% |
100.00% |
150 |
0.02% |
1-out-08 |
Total |
749,850 |
100.00% |
99.98% |
150 |
100.00% |
0.02% |
750,000 |
100.00% |
|
14 - Entity: 1.1.1.3.1.4 RCABPN Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
1,499,890 |
99.99% |
100.00% |
- |
0.00% |
0.00% |
1,499,890 |
99.99% |
|
1.1.1.3.1.4.1 Rosana Camargo de Arruda Botelho |
1,499,890 |
99.99% |
100.00% |
- |
0.00% |
0.00% |
1,499,890 |
99.99% |
1-out-08 |
Noncontrolling shareholders |
110 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
110 |
0.01% |
|
1.1.1.3.1.4.2 Other shareholders |
110 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
110 |
0.01% |
1-out-08 |
Total |
1,500,000 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1,500,000 |
100.00% |
|
15 - Entity: 1.1.1.3.1.5 RCNPN Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
1,499,890 |
99.99% |
100.00% |
- |
0.00% |
0.00% |
1,499,890 |
99.99% |
|
1.1.1.3.1.5.1 Renata de Camargo Nascimento |
1,499,890 |
99.99% |
100.00% |
- |
0.00% |
0.00% |
1,499,890 |
99.99% |
1-out-08 |
Noncontrolling shareholders |
110 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
110 |
0.01% |
|
1.1.1.3.1.5.2 Other shareholders |
110 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
110 |
0.01% |
1-out-08 |
Total |
1,500,000 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1,500,000 |
100.00% |
|
16 - Entity: 1.1.1.3.1.6 RCPODPN Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
1,499,850 |
99.99% |
100.00% |
- |
0.00% |
0.00% |
1,499,850 |
99.99% |
|
1.1.1.3.1.6.1 Regina de Camargo Pires Oliveira Dias |
1,499,850 |
99.99% |
100.00% |
- |
0.00% |
0.00% |
1,499,850 |
99.99% |
1-out-08 |
Noncontrolling shareholders |
150 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
150 |
0.01% |
|
1.1.1.3.1.6.2 Other shareholders |
150 |
0.01% |
100.00% |
- |
0.00% |
0.00% |
150 |
0.01% |
1-out-08 |
Total |
1,500,000 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1,500,000 |
100.00% |
|
17 - Entity: 1.1.1.3.1.7 RRRPN Empreendimentos e Participações S.A |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
5,940 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
5,940 |
100.00% |
|
1.1.1.3.1.7.1 Rosana Camargo de Arruda Botelho |
1,980 |
33.33% |
100.00% |
- |
0.00% |
0.00% |
1,980 |
33.33% |
1-out-08 |
1.1.1.3.1.7.2 Renata de Camargo Nascimento |
1,980 |
33.33% |
100.00% |
- |
0.00% |
0.00% |
1,980 |
33.33% |
1-out-08 |
1.1.1.3.1.7.3 Regina de Camargo Pires Oliveira Dias |
1,980 |
33.33% |
100.00% |
- |
0.00% |
0.00% |
1,980 |
33.33% |
1-out-08 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
5,940 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
5,940 |
100.00% |
|
|
|
|
|
|
|
|
|
|
|
18 - Entity: 1.2 Fundo Mútuo de Investimentos em Ações - BB Carteira Livre I |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
130,163,541 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
130,163,541 |
100.00% |
|
1.2.1 Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI |
130,163,541 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
130,163,541 |
100.00% |
3-nov-09 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
130,163,541 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
130,163,541 |
100.00% |
|
|
|
|
|
|
|
|
|
|
(continue) |
112
19 - Entity: 1.3 Bonaire Participações S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
66,728,875 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
66,728,875 |
100.00% |
|
1.3.1 Energia São Paulo Fundo de Investimento em Ações |
66,728,875 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
66,728,875 |
100.00% |
19-dez-12 |
Noncontrolling shareholders |
3 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
3 |
0.00% |
|
1.3.2 Other shareholders |
3 |
0.00% |
100.00% |
- |
0.00% |
0.00% |
3 |
0.00% |
19-dez-12 |
Total |
66,728,878 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
66,728,878 |
100.00% |
|
|
|
|
|
|
|
|
|
|
|
20 - Entity: 1.4 Energia São Paulo Fundo de Investimento em Ações |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
796,479,768 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
796,479,768 |
100.00% |
|
1.4.1 Fundos de Investimento em Cotas de Fundo de Investimento em Participações 114 |
353,528,507 |
44.39% |
100.00% |
- |
0.00% |
0.00% |
353,528,507 |
44.39% |
16-nov-04 |
1.4.2 Fundação Petrobras de Seguridade Social - Petros |
181,405,069 |
22.78% |
100.00% |
- |
0.00% |
0.00% |
181,405,069 |
22.78% |
16-nov-04 |
1.4.3 Fundação Sabesp de Seguridade Social - Sabesprev |
4,823,881 |
0.61% |
100.00% |
- |
0.00% |
0.00% |
4,823,881 |
0.61% |
16-nov-04 |
1.4.4 Fundação Sistel de Seguridade Social |
256,722,311 |
32.23% |
100.00% |
- |
0.00% |
0.00% |
256,722,311 |
32.23% |
16-nov-04 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
796,479,768 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
796,479,768 |
100.00% |
|
21 - Entity: 1.4.1 Fundos de Investimento em Cotas de Fundo de Investimento em Participações 114 |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
353,528,507 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
353,528,507 |
100.00% |
|
1.4.1.1 Fundação CESP |
353,528,507 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
353,528,507 |
100.00% |
16-nov-04 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
353,528,507 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
353,528,507 |
100.00% |
|
|
|
|
|
|
|
|
|
|
|
22 - Entity: 1.5 BNDES Participações S.A. |
Quotes/common shares |
% |
% Total |
Preferred shares |
% |
% Total |
TOTAL |
% Total |
|
Controlling shareholders |
1 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1 |
100.00% |
|
1.5.1 Banco Nacional de Desenv. Econômico e Social ( 1 ) |
1 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1 |
100.00% |
15-dez-09 |
Noncontrolling shareholders |
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
|
|
- |
0.00% |
0.00% |
- |
0.00% |
0.00% |
- |
0.00% |
0-jan-00 |
Total |
1 |
100.00% |
100.00% |
- |
0.00% |
0.00% |
1 |
100.00% |
|
( 1 ) State agency - Federal Government Number of shares is expressed in units. |
113
Quartely Social Report 2013 /2012 (*) |
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Company: CPFL ENERGIA S.A. |
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1 - Basis for Calculation |
1st semester of 2013 Value (R$ 000) |
1st semester of 2012 (**) Value (R$ 000) | ||||
Net Revenues (NR) |
7,313,769 |
6,895,350 | ||||
Operating Result (OR) |
486,066 |
1,010,937 | ||||
Gross Payroll (GP) |
326,672 |
292,245 | ||||
2 - Internal Social Indicators |
Value (000) |
% of GP |
% of NR |
Value (000) |
% of GP |
% of NR |
Food |
27,267 |
8.35% |
0.37% |
23,265 |
7.96% |
0.34% |
Mandatory payroll taxes |
87,772 |
26.87% |
1.20% |
82,019 |
28.07% |
1.19% |
Private pension plan |
17,753 |
5.43% |
0.24% |
15,797 |
5.41% |
0.23% |
Health |
18,169 |
5.56% |
0.25% |
14,687 |
5.03% |
0.21% |
Occupational safety and health |
1,398 |
0.43% |
0.02% |
937 |
0.32% |
0.01% |
Education |
1,135 |
0.35% |
0.02% |
1,120 |
0.38% |
0.02% |
Culture |
0 |
0.00% |
0.00% |
0 |
0.00% |
0.00% |
Trainning and professional development |
5,633 |
1.72% |
0.08% |
4,680 |
1.60% |
0.07% |
Day-care / allowance |
478 |
0.15% |
0.01% |
455 |
0.16% |
0.01% |
Profit / income sharing |
17,648 |
5.40% |
0.24% |
22,321 |
7.64% |
0.32% |
Others |
3,164 |
0.97% |
0.04% |
2,901 |
0.99% |
0.04% |
Total - internal social indicators |
180,417 |
55.23% |
2.47% |
168,182 |
57.55% |
2.44% |
3 - External Social Indicators |
Value (000) |
% of OR |
% of NR |
Value (000) |
% of OR |
% of NR |
Education |
830 |
0.16% |
0.01% |
140 |
0.01% |
0.00% |
Culture |
5,099 |
0.97% |
0.07% |
6,287 |
0.62% |
0.09% |
Health and sanitation |
292 |
0.06% |
0.00% |
12 |
0.00% |
0.00% |
Sport |
153 |
0.03% |
0.00% |
162 |
0.02% |
0.00% |
War on hunger and malnutrition |
0 |
0.00% |
0.00% |
0 |
0.00% |
0.00% |
Others |
1,636 |
0.31% |
0.02% |
1,056 |
0.10% |
0.02% |
Total contributions to society |
8,010 |
1.53% |
0.11% |
7,657 |
0.76% |
0.11% |
Taxes (excluding payroll taxes) |
2,161,031 |
444.60% |
29.55% |
1,559,624 |
154.28% |
22.62% |
Total - external social indicators |
2,169,041 |
446.24% |
29.66% |
1,567,281 |
155.03% |
22.73% |
4 - Environmental Indicators |
Value (000) |
% of OR |
% of NR |
Value (000) |
% of OR |
% of NR |
Investments relalated to company production / operation |
18,284 |
3.48% |
0.25% |
13,004 |
1.29% |
0.19% |
Investments in external programs and/or projects |
32,224 |
6.14% |
0.44% |
26,611 |
2.63% |
0.39% |
Total environmental investments |
50,508 |
9.62% |
0.69% |
39,615 |
3.92% |
0.57% |
Regarding the establishment of "annual targets" to minimize residues, the consumption in production / operation and increase efficiency in the use of natural resources, the company: |
( ) do not have targets ( ) fulfill from 51 to 75% ( ) fulfill from 0 to 50% (X) fulfill from 76 to 100% |
( ) do not have targets ( ) fulfill from 51 to 75% ( ) fulfill from 0 to 50% (X) fulfill from 76 to 100% | ||||
5 - Staff Indicators |
1st semester of 2013 Value (R$ 000) |
1st semester of 2012 (**) Value (R$ 000) | ||||
Nº of employees at the end of period |
|
8,633 |
|
|
8,304 |
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Nº of employees hired during the period |
|
589 |
|
|
1,242 |
|
Nº of outsourced employees |
|
NA |
|
|
NA |
|
Nº of interns |
|
253 |
|
|
229 |
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Nº of employees above 45 years age |
|
2,005 |
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1,944 |
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Nº of women working at the company |
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2,061 |
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|
2,064 |
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% of management position occupied by women |
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10.24% |
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11.76% |
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Nº of Afro-Brazilian employees working at the company |
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1,330 |
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|
1,062 |
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% of management position occupied by Afro-Brazilian employees |
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1.96% |
|
|
1.97% |
|
Nº of employees with disabilities |
|
276 |
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|
268 |
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6 - Relevant information regarding the exercise of corporate citizenship |
1st semester of 2013 Value (R$ 000) |
1st semester of 2012 (**) Value (R$ 000) | ||||
Ratio of the highest to the lowest compensation at company |
27.09 |
28.11 | ||||
Total number of work-related accidents |
32 |
19 | ||||
Social and environmental projects developed by the company were decided upon by: |
( ) directors |
(X) directors and managers |
( ) all employees |
( ) directors |
(X) directors and managers |
( ) all employees |
Health and safety standards at the workplace were decided upon by: |
( ) directors and managers |
( ) all employees |
(X) all + Cipa |
( ) directors and managers |
( ) all employees |
(X) all + Cipa |
Regarding the liberty to join a union, the right to a collective negotiation and the internal representation of the employees, the company: |
( ) does not get involved |
( ) follows the OIT rules |
(X) motivates and follows OIT |
( ) does not get involved |
( ) follows the OIT rules |
(X) motivates and follows OIT |
The private pension plan contemplates: |
( ) directors |
( ) directors and managers |
(X) all employees |
( ) directors |
( ) directors and managers |
(X) all employees |
The profit / income sharing contemplates: |
( ) directors |
( ) directors and managers |
(X) all employees |
( ) directors |
( ) directors and managers |
(X) all employees |
In the selection of suppliers, the same ethical standards and social / environmental responsibilities adopted by the company: |
( ) are not considered |
( ) are suggested |
(X) are required |
( ) are not considered |
( ) are suggested |
(X) are required |
Regarding the participation of employees in voluntary work programs, the company: |
( ) does not get involved |
( ) supports |
(X) organizes and motivates |
( ) does not get involved |
( ) supports |
(X) organizes and motivates |
Total number of customer complaints and criticisms: |
in the company |
in Procon |
in the Courts |
in the company (**) |
in Procon (**) |
in the Courts |
|
885,610 |
526 |
2,759 |
731,872 |
908 |
2,898 |
% of complaints and criticisms attended to or resolved: |
in the company |
in Procon |
in the Courts |
in the company (**) |
in Procon (**) |
in the Courts |
|
100% |
100% |
3.3% |
100% |
100% |
5.2% |
Total value-added to distribute (R$ 000): |
1st sem 2013 |
3,711,319 |
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1st sem 2012 (**) |
4,739,843 |
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Value-Added Distribution (VAD): |
60% government 11% employees 0% shareholders 22% third parties 7% retained |
66% government 7% employees 0% shareholders 13% third parties 14% retained | ||||
7 - Other information |
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Consolidated information |
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In the financial items were utilized the percentage of stock paticipation. For the other information, as number of employees and legal lawsuits, the informations were available in full numbers. | ||||||
Responsible: Antônio Carlos Bassalo, phone: 55-19-3756-8018, bassalo@cpfl.com.br | ||||||
(*) Information not reviewed by the independent auditors | ||||||
(**) Inclued the effects described in note 2.9 of consolidated financial statement | ||||||
(***) Rate adjusted due to changes in methodology applied to distributors information | ||||||
114
OTHER RELEVANT INFORMATION
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Board of Directors and Shareholders of
CPFL Energia S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of CPFL Energia S.A. (“CPFL Energia” or “Company”), included in the Interim Financial Information Form (“ITR”), for the quarter ended June 30, 2013, which comprises the balance sheets as of June 30, 2013, and related statements of income and comprehensive income for the three and six-month periods then ended, and changes in shareholders' equity and cash flows for the six-month period then ended, including the explanatory notes.
Management is responsible for the preparation of these individual interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Reporting and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) 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 and Exchange 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 statement (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 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.
115
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 Interim Financial Information Form referred to above is not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) applicable to the preparation of Interim Financial Information (“ITR”) and presented in accordance with the standards issued by the Brazilian Exchange and Securities Commission (“CVM”).
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 Interim Financial Information Form referred to above is not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and IAS 34 applicable to the preparation of Interim Financial Information (“ITR”) and presented in accordance with the standards issued by the Brazilian Securities Commission (“CVM”).
Emphases of matter
Restatement of corresponding amounts
As stated in note 2.9, as a result of changes in accounting policies related to employee benefits under technical pronouncement CPC 33 (R1) and IAS 19 (R) - Employee Benefits and accounting for joint arrangements, in accordance with technical pronouncement CPC 19 (R2) and IFRS 11 - Joint Arrangements, the corresponding individual and consolidated amounts of the balance sheets for the year ended December 31, 2012, as well as the interim financial information related to the statements of income and comprehensive income for the three- and six-month periods ended June 30, 2012 and statements of changes in shareholders' equity, cash flows and value added (supplemental information) for the six-month period ended June 30, 2012, presented for comparative purposes, have been adjusted and restated under technical pronouncement CPC 23 and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors and technical pronouncement CPC 26 (R1) and IAS 1 - Presentation of Financial Statements. We issued an unqualified conclusion thereon.
Decree 7945 of March 7, 2013
Without modifying our conclusion on the Interim Financial Information for the quarter ended June 30, 2013, we draw attention to the matter described in note 26 regarding the accounting for funds transferred from the Energy Development Account (“CDE”) by the Company and its subsidiaries as a reduction in the cost of electric energy.
116
Statements of value added
We have also reviewed the individual and consolidated statements of value added (“DVA”) for the six-month period ended June 30, 2013, prepared under Management's responsibility, the presentation of which is required by the standards issued by the Brazilian Securities and Exchange Commission (“CVM”) applicable to the preparation of Interim Financial Information (ITR) and is considered as supplemental information for 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 there are not fairly presented, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.
Campinas, July 31, 2013
DELOITTE TOUCHE TOHMATSU |
Marcelo Magalhães Fernandes |
Auditores Independentes |
Engagement Partner |
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The sheets related to the Interim Financial Information (ITR) reviewed by us are marked for identification purposes only.
117
CPFL ENERGIA S.A. | ||
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By: |
/S/ GUSTAVO ESTRELLA
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Name: Title: |
Gustavo Estrella Chief Financial Officer and Head of Investor Relations |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.