UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of March, 2015
Commission File Number 32297


 
CPFL Energy Incorporated
(Translation of Registrant's name into English)

 
Rua Gomes de Carvalho, 1510, 14º andar, cj 1402
CEP 04547-005 - Vila Olímpia, São Paulo – SP
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

 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____

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________________

.


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1
 
Summary

 

Registration data

1.     General information 2
2.     Address 3
3.     Marketable securities 4
4.     Auditor information 5
5.     Share register 6
6.     Investor relations officer 7
7.     Shareholders’ department 8

 


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

a)     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:  Brasil 
Country in which the marketable securities are held in custody:  Brasil 
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 
Date of last change of company year:   
Day/Month of year end:  12/31 
Web address:  www.cpfl.com.br 
Placements were issuer disclose its information:   

 

Placement

FU

Diário Oficial do Estado de São Paulo

SP

Valor Econômico

SP

www.cpfl.com.br/ri

SP

www.portalneo1.net

SP

www.valor.com.br/valor-ri

SP

 

 


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

b)    Address

 

Company Address: Rua Gomes de Carvalho, 1510, 14º– Cj 2 Vila Olímpia, São Paulo, SP, Brazil, zip code: 04547-005

Telephone: (019) 3756-6083, Fax: (019) 3756-6089,  E-mail: [email protected]

 

Company Mailing Address: Rodovia Engenheiro Miguel Noel Nascentes Burnier, 1755, Km 2,5, Parque São Quirino, Campinas, SP, Brasil, zip code 13088-140

Telephone (019) 3756-6083, Fax (019) 3756-6089, E-mail: [email protected]

 

 


 
 

 

Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

c)     Marketable securities

 

Shares trading listing   
Trading mkt  Bolsa 
Managing body  BM&FBOVESPA 
Start date  09/29/2004 
End date   
Segment  Novo Mercado 
Start date  9/29/2004 
End date   
 
Debentures trading listing   
Trading mkt  Organized market 
Managing body  CETIP 
Start date  05/18/2000 
End date   
Segment  Traditional 
Start date  05/19/2000 
End date   

 

 


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

 

d)    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  Marcelo Magalhães Fernandes 
Service provision period  03/12/2012 
CPF (individual tax ID)  110.931.498-17 

 


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

e)     Share register

 

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: [email protected]

 

 


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

 

f)      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, zip code 13088-140
Telephone (019) 3756-6083, Fax (019) 3756-6089, e-mail: [email protected]. 
 
Start date of activity:  02/27/2013 
End date of activity:   

 

 


 
 
Registration Form – 2014 – CPFL Energia S.A. Version: 1

 

g)    Shareholders’ department

 

Contact  Eduardo Atsushi Takeiti 
Start date of activity:  12/13/2011 
End date of activity:  10/05/2014 
 
Contact  Leandro José Cappa de Oliveira 
Start date of activity:  10/06/2014 
End date of activity:   

 

Address:

Rodovia Engenheiro Miguel Noel Nascentes Burnier, 1755, Km 2,5, Parque São Quirino, Campinas, SP, Brasil, zip code 13088-140

Telephone (019) 3756-6083, Fax (019) 3756-6089, e-mail:  [email protected]

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Table of Contents

Identification of Company   
Capital Stock  1 
Cash dividend  2 
Parent Company Financial Statements   
Balance Sheet Assets  3 
Balance Sheet Liabilities  4 
Income Statement  5 
Statement of Comprehensive Income  6 
Cash Flow Statements  7 
Statement of Changes in Shareholders´ Equity   
01/01/2014 to 12/31/2014  8 
01/01/2013 to 12/31/2013  9 
01/01/2012 to 12/31/2012  10 
Statements of Added Value  11 
Consolidated 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   
01/01/2014 to 12/31/2014  17 
01/01/2013 to 12/31/2013  18 
01/01/2012 to 12/31/2012  19 
Statements of Added Value  20 
Management report  21 
Notes to Financial Statements  38 
Reports   
Independent Auditors’ Report Unqualified  129 
Report of the Audit Committee  131 
Management Declaration on Financial Statements  132 
Management Declaration on Independent Auditors’ Report  133 

 

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Identification of company

Capital stock

 

Number of Shares

(in units)

Closing date

12/31/2014

Paid in capital

 

Common

962,274,260

Preferred

0

Total

962,274,260

Treasury Stock

0

Common

0

Preferred

0

Total

0

 

 

 

1


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Identification of company

Cash dividend

Event

Approval

Type

Beginning of payment

Type of share

Class of share

Amount per share

(Reais/share)

AGM

04/29/2014

Dividend

05/08/2014

ON

(Common shares)

 

0.59006

RCA

08/27/2014

Dividend

10/01/2014

ON

(Common shares)

 

0.43875

 

 

 

 

2


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent Company Standard Financial Statements

Balance sheet – Asset

 

(in thousands of Brazilian reais – R$)

 

 

 

         

Code

Description

Current Year 12/31/2014

Previous Year 12/31/2013

Previous Year 12/31/2012

1

Total assets

8,318,287

8,389,811

6,767,769

1.01

Current assets

1,792,189

1,720,232

574,911

1.01.01

Cash and cash equivalents

799,775

990,672

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

49,070

29,874

25,311

1.01.06.01

Current recoverable taxes

49,070

29,874

25,311

1.01.08

Other current assets

943,344

699,686

403,826

1.01.08.03

Others

943,344

699,686

403,826

1.01.08.03.01

Other credits

977

1,984

1,813

1.01.08.03.02

Dividends and interest on shareholders’ equity

942,367

697,702

401,473

1.01.08.03.03

Derivative

-

-

540

1.02

Noncurrent assets

6,526,098

6,669,579

6,192,858

1.02.01

Noncurrent assets

234,239

248,623

203,481

1.02.01.06

Deferred taxes

150,628

165,798

177,411

1.02.01.06.02

Deferred taxes credits

150,628

165,798

177,411

1.02.01.08

Related parties credits

12,089

8,948

-

1.02.01.08.02

Subsidiaries credits

12,089

8,948

-

1.02.01.09

Other noncurrent assets

71,522

73,877

26,070

1.02.01.09.03

Escrow deposits

546

91

12,579

1.02.01.09.05

Other credits

15,819

14,389

13,365

1.02.01.09.06

Derivatives

-

-

71

1.02.01.09.07

Advance for future capital increase

55,157

59,397

55

1.02.02

Investments

6,290,998

6,419,924

5,988,616

1.02.02.01

Permanent equity interests

6,290,998

6,419,924

5,988,616

1.02.02.01.02

Investments in subsidiares

6,290,998

6,419,924

5,988,616

1.02.03

Property, plant and equipment

843

1,000

687

1.02.04

Intangible assets

18

32

74

1.02.04.01

Intangible assets

18

32

74

1.02.04.01.01

Concession agreement

-

-

74

1.02.04.01.02

other Intangibles

18

32

-

 

 

3


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent Company Standard Financial Statements

Balance sheet – Liability

(in thousands of Brazilian reais – R$)

     
         

Code

Description

Current Year 12/31/2014

Previous Year 12/31/2013

Previous Year 12/31/2012

2

Total liabilities

8,318,287

8,389,811

6,767,769

2.01

Current liabilities

1,338,488

46,245

195,160

2.01.01

Social and Labor Obligations

-

10

29

2.01.01.02

Labor Obligations

-

10

29

2.01.01.02.01

Estimated Labor Obligation

-

10

29

2.01.02

Suppliers

790

1,127

1,283

2.01.02.01

National Suppliers

790

1,127

1,283

2.01.03

Tax Obligations

1,859

359

453

2.01.03.01

Federal Tax Obligations

1,859

359

449

2.01.03.01.01

Income tax and Social Contribution

1,628

12

-

2.01.03.01.02

Social Integration Program - PIS

1

-

-

2.01.03.01.03

Contribuições para Financiamento da Seguridade Social - COFINS

3

47

47

2.01.03.01.04

Others Federal

227

300

402

2.01.03.02

State Tax Obligations

-

-

4

2.01.03.02.01

ICMS (Tax on Revenue)

-

-

4

2.01.04

Loans and financing

1,304,406

12,438

157,082

2.01.04.02

Debentures

1,304,406

12,438

157,082

2.01.04.02.01

Interest on debentures

15,020

12,438

7,082

2.01.04.02.02

Debentures

1,289,386

-

150,000

2.01.05

Other Current liabilities

31,433

32,311

36,313

2.01.05.02

Others

31,433

32,311

36,313

2.01.05.02.01

Dividends and interest on shareholders´ equity

13,555

15,407

16,856

2.01.05.02.05

Other payable

17,878

16,904

19,457

2.02

Noncurrent liabilities

36,264

1,319,667

191,882

2.02.01

Loans and financing

-

1,287,912

150,000

2.02.01.02

Debentures

-

1,287,912

150,000

2.02.02

Other Noncurrent liabilities

35,539

31,495

29,358

2.02.02.02

Others

35,539

31,495

29,358

2.02.02.02.04

Other payable

35,539

31,495

29,358

2.02.04

Provisons

725

260

12,524

2.02.04.01

Civil, Labor, Social and Tax Provisions

725

260

12,524

2.02.04.01.01

Tax Provisions

-

-

12,517

2.02.04.01.02

Labor and tax provisions

378

97

-

2.02.04.01.04

Civil provisions

347

163

7

2.03

Shareholders’ equity

6,943,535

7,023,899

6,380,727

2.03.01

Capital

4,793,424

4,793,424

4,793,424

2.03.02

Capital reserves

468,082

287,630

228,322

2.03.04

Profit reserves

1,536,136

1,545,178

1,339,286

2.03.04.01

Legal reserves

650,811

603,352

556,481

2.03.04.02

Statutory reserves

885,325

265,037

-

2.03.04.08

Additional Proposed dividend

-

567,802

455,906

2.03.04.10

Reserve of retained earnings for investment

-

108,987

326,899

2.03.05

Retained earnings

-

-

56,293

2.03.08

Other Comprehensive Income

145,893

397,667

(36,598)

2.03.08.01

Accumulated Comprehensive Income

145,893

397,667

(36,598)

 

 

4


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent Company Standard Financial Statements

Income Statement

 

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

Code

Description

Current Year

Previous Year

Previous Year

01/01/2014 to 12/31/2014

01/01/2013to 12/31/2013

01/01/2012 to 12/31/2012

3.01

Net revenues

61

1,649

1,452

3.03

Operating income

61

1,649

1,452

3.04

Operating income (expense)

985,010

1,000,153

1,251,829

3.04.02

General and administrative

(26,175)

(22,626)

(29,549)

3.04.05

Other

-

-

(36)

3.04.06

Equity income

1,011,185

1,022,779

1,281,414

3.05

Income before financial income and taxes

985,071

1,001,802

1,253,281

3.06

Financial income / expense

(25,464)

(26,860)

(22,084)

3.06.01

Financial income

117,855

57,637

15,301

3.06.02

Financial expense

(143,319)

(84,497)

(37,385)

3.07

Income before taxes

959,607

974,942

1,231,197

3.08

Income tax and social contribution

(10,430)

(37,523)

(54,945)

3.08.01

Current

(23,266)

(25,910)

(38,483)

3.08.02

Deferred

12,836

(11,613)

(16,462)

3.09

Net income from continuing operations

949,177

937,419

1,176,252

3.11

Net income

949,177

937,419

1,176,252

3.99.01.01

ON

1

1

1

3.99.02.01

ON

1

1

1

 

 

5


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent company Standard Financial Statements

Statement of Comprehensive Income

 

(in thousands of Brazilian reais – R$)

 

         
         

Code

Description

Current Year

Previous Year

Previous Year

01/01/2014 to 12/31/2014

01/01/2013 to 12/31/2013

01/01/2012 to 12/31/2012

4.01

Net income of the year

949,177

937,419

1,176,252

4.02

Other Comprehensive Income

(225,720)

460,226

(572,225)

4.02.01

Equity on comprehensive income of the year of subsidiaries

(225,720)

460,226

(572,225)

4.03

Comprehensive income of the year

723,457

1,397,645

604,027

 

 

6


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent Company Standard Financial Statements

Statement of Cash Flow – Indirect method

(in thousands of Brazilian reais – R$)

 

 

 

         

Code

Description

Current year
01/01/2014 to
12/31/2014

Previous Year
01/01/2013 to
12/31/2013

Previous Year
01/01/2012 to
12/31/2012

6.01

Net cash from operating activities

1,185,901

741,536

1,151,182

6.01.01

Cash generated (used) from operations

91,513

33,695

(20,117)

6.01.01.01

Net income, including income tax and social contribution

959,607

974,942

1,231,197

6.01.01.02

Depreciation and amortization

173

76

65

6.01.01.03

Reserve for contingencies

640

267

7

6.01.01.04

Interest and monetary and exchange restatement

142,278

81,189

30,028

6.01.01.06

Equity in subsidiaries

(1,011,185)

(1,022,779)

(1,281,414)

6.01.02

Variation on assets and liabilities

1,094,388

707,841

1,171,299

6.01.02.01

Dividend and interest on shareholders’ equity received

1,248,982

792,146

1,199,996

6.01.02.02

Recoverable taxes

1,564

21,797

47,539

6.01.02.03

Escrow deposits

(444)

12,935

(28)

6.01.02.05

Other operating assets

(411)

(1,196)

4,747

6.01.02.06

Suppliers

(336)

(156)

(336)

6.01.02.07

Income tax and social contribution paid

(21,463)

(27,551)

(39,976)

6.01.02.08

Other taxes and social contributions

(389)

(147)

699

6.01.02.09

Interest on debts (paid)

(138,599)

(76,561)

(45,080)

6.01.02.10

Other operating liabilities

5,693

(435)

3,738

6.01.02.11

Reserve for tax, civil and labor risks paid

(209)

(12,991)

-

6.02

Net cash in investing activities

(389,988)

(64,830)

(15,202)

6.02.02

Acquisition of property, plant and equipment

-

(345)

(508)

6.02.03

Financial investments

-

4,710

49,263

6.02.04

Intangible assets Additions

(13)

-

-

6.02.06

Advance for future capital increase

(27,153)

(59,342)

(55)

6.02.07

Intercompany loans with subsidiaries and associated companies

(2,822)

(8,290)

2,799

6.02.08

Capital increase in investments

(360,000)

(1,563)

(66,701)

6.03

Net cash in financing activities

(986,810)

172,131

(1,543,334)

6.03.01

Payments of Loans, financing and debentures , net of derivatives

-

(299,535)

(149,827)

6.03.02

Payments of dividend and interest on shareholders’ equity

(986,810)

(815,514)

(1,393,507)

6.03.04

Loans, financing and debentures obtained

-

1,287,180

-

6.05

Increase (decrease) in cash and cash equivalents

(190,897)

848,837

(407,354)

6.05.01

Cash and cash equivalents at beginning of period

990,672

141,835

549,189

6.05.02

Cash and cash equivalents at end of period

799,775

990,672

141,835

 

 

7


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent company Standard Financial Statements

Statement of Changes in shareholders´ equity – from January 1, 2014 to December 31, 2014

 

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

287,630

1,545,177

-

397,668

7,023,899

5.03

Adjusted balance

4,793,424

287,630

1,545,177

-

397,668

7,023,899

5.04

Capital transactions within shareholders

-

180,452

(567,802)

(416,472)

-

(803,822)

5.04.08

Dividend approved

-

-

(567,802)

-

-

(567,802)

5.04.09

Prescribed dividend

-

-

-

5,723

-

5,723

5.04.10

Interim Dividend

-

-

-

(422,195)

-

(422,195)

5.04.11

Capital increase in subsidiaries with no change in control

-

362

-

-

-

362

5.04.12

Gain / loss on interest without change in control

-

(207)

-

-

-

(207)

5.04.13

Business combination CPFL Renovaveis / DESA

-

180,297

-

-

-

180,297

5.05

Total comprehensive income

-

-

-

949,177

(225,720)

723,457

5.05.01

Net income / loss for the year

-

-

-

949,177

-

949,177

5.05.02

Other comprehensive income

-

-

-

-

(225,720)

(225,720)

5.05.02.03

Equity on comprehensive income of subsidiaries

-

-

-

-

(225,720)

(225,720)

5.06

Internal changes in Shareholders' equity

-

-

558,760

(532,705)

(26,055)

-

5.06.01

Legal reserve

-

-

47,459

(47,459)

-

-

5.06.04

Statutory reserve in the year

-

-

620,288

(620,288)

-

-

5.06.05

Equity on comprehensive income of subsidiaries

-

-

-

26,055

(26,055)

-

5.06.08

Realization / reversal of retained earnings reserve

-

-

(108,987)

108,987

-

-

5.07

Ending Balances

4,793,424

468,082

1,536,135

-

145,893

6,943,534

 

 

 

8


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent Company Standard Financial Statements

Statement of Changes in shareholders´ equity – from January 1, 2013 to December 31, 2013

 

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Capital

Capital Reserves, options and treasury shares

Profit Reserves

Retained earnings

Other comprehensive income

Shareholders’ Equity Total

5.01

Opening Balances

4,793,424

228,322

1,339,286

56,293

(36,596)

6,380,729

5.03

Adjusted balance

4,793,424

228,322

1,339,286

56,293

(36,596)

6,380,729

5.04

Capital transactions with partners

-

59,308

111,896

(925,679)

-

(754,475)

5.04.06

Dividends

-

-

567,802

(567,802)

-

-

5.04.08

Dividend prescribed

-

-

-

5,172

-

5,172

5.04.09

Interim dividend

-

-

-

(363,049)

-

(363,049)

5.04.10

Dividend approved

-

-

(455,906)

-

-

(455,906)

5.04.11

Inicial public offer CPFL Renováveis

-

59,308

-

-

-

59,308

5.05

Total Comprehensive Income

-

-

-

937,419

460,226

1,397,645

5.05.01

Net income / loss for the year

-

-

-

937,419

-

937,419

5.05.02

Other Comprehensive Income

-

-

-

-

460,226

460,226

5.05.02.03

Equity on comprehensive income of subsidiaries

-

-

-

-

460,226

460,226

5.06

Internal changes in Shareholders' equity

-

-

93,995

(68,033)

(25,962)

-

5.06.01

Legal reserve

-

-

46,871

(46,871)

-

-

5.06.04

Statutory reserve in the year

-

-

(61,863)

61,863

-

-

5.06.05

Equity on comprehensive income of subsidiaries

-

-

-

25,962

(25,962)

-

5.06.07

Retained profits reserve for investment

-

-

108,987

(108,987)

-

-

5.07

Ending Balances

4,793,424

287,630

1,545,177

-

397,668

7,023,899

 

 

9


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent company Standard Financial Statements

Statement of Changes in shareholders´ equity – from January 1, 2012 to December 31, 2012

 

(in thousands of Brazilian reais – R$)

 

 

 

               

Code

Description

Capital

Capital Reserves, options and treasury shares

Profit Reserves

Retained earnings

Other comprehensive income

Shareholders’ Equity Total

5.01

Opening Balances

4,793,424

229,956

1,253,655

333,083

563,005

7,173,123

5.03

Adjusted balance

4,793,424

229,956

1,253,655

333,083

563,005

7,173,123

5.04

Capital transactions with Partners

-

(1,634)

(302,564)

(1,092,225)

-

(1,396,423)

5.04.08

Prescribed dividend

-

-

-

3,921

-

3,921

5.04.09

Dividend proposed

-

-

455,906

(455,906)

-

-

5.04.10

Interim dividend

-

-

-

(640,240)

-

(640,240)

5.04.11

Dividend approved

-

-

(758,470)

-

-

(758,470)

5.04.12

Business combination CPFL Renonváveis

-

(1,634)

-

-

-

(1,634)

5.05

Total Comprehensive Income

-

-

-

1,176,252

(572,225)

604,027

5.05.01

Net income for the period

-

-

-

1,176,252

-

1,176,252

5.05.02

Other Comprehensive Income

-

-

-

-

(572,225)

(572,225)

5.05.02.03

Equity on comprehensive income of subsidiaries

-

-

-

-

(572,225)

(572,225)

5.06

Internal changes in Shareholders' equity

-

-

388,195

(360,817)

(27,378)

-

5.06.01

Legal reserve

-

-

61,296

(61,296)

-

-

5.06.04

Equity on comprehensive income of subsidiaries

-

-

-

27,378

(27,378)

-

5.06.05

Retained profits reserve for investment

-

-

326,899

(326,899)

-

-

5.07

Ending Balances

4,793,424

228,322

1,339,286

56,293

(36,598)

6,380,727

 

 

 

10


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Parent Company Standard Financial Statements

Statement of Added Value

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

Code

Description

Current Year
01/01/2014 to 12/31/2014

Previous Year
01/01/2013 to 12/31/2013

Previous Year
01/01/2012 to 12/31/2012

7.01

Revenues

81

2,162

2,108

7.01.01

Sales of goods, products and services

78

1,817

1,600

7.01.03

Revenues related to the construction of own assets

3

345

508

7.02

Inputs

(7,701)

(8,881)

(12,700)

7.02.02

Material-Energy-Outsourced services-Other

(5,081)

(5,690)

(7,326)

7.02.04

Other

(2,620)

(3,191)

(5,374)

7.03

Gross added value

(7,620)

(6,719)

(10,592)

7.04

Retentions

(173)

(75)

(65)

7.04.01

Depreciation and amortization

(173)

(75)

(65)

7.05

Net added value generated

(7,793)

(6,794)

(10,657)

7.06

Added value received in transfer

1,141,740

1,095,519

1,315,809

7.06.01

Equity in subsidiaries

1,011,185

1,022,779

1,281,414

7.06.02

Financial income

130,555

72,740

34,395

7.07

Added Value to be Distributed

1,133,947

1,088,725

1,305,152

7.08

Distribution of Added Value

1,133,947

1,088,725

1,305,152

7.08.01

Personnel

15,507

11,362

14,713

7.08.01.01

Direct Remuneration

8,455

8,209

6,218

7.08.01.02

Benefits

6,257

2,248

8,005

7.08.01.03

Government severance indemnity fund for employees-F.G.T.S.

795

905

490

7.08.02

Taxes, Fees and Contributions

25,807

55,343

76,986

7.08.02.01

Federal

25,782

55,322

76,982

7.08.02.02

State

25

21

4

7.08.03

Remuneration on third parties’ capital

143,456

84,601

37,202

7.08.03.01

Interest

143,318

84,475

37,081

7.08.03.02

Rental

138

126

121

7.08.04

Remuneration on own capital

949,177

937,419

1,176,251

7.08.04.02

Dividends

281,430

843,424

1,089,948

7.08.04.03

Retained profit / loss for the period

667,747

93,995

86,303

 

 

11


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Balance sheet – Asset

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

Code

Description

Current Year 12/31/2014

Previous Year 12/31/2013

Previous Year 12/31/2012

1

Total assets

35,098,816

31,042,796

28,924,279

1.01

Current assets

9,214,704

7,264,323

5,544,938

1.01.01

Cash and cash equivalents

4,357,455

4,206,422

2,435,034

1.01.02

Financial Investments

5,323

24,806

6,100

1.01.02.02

Financial Investments at amortized cost

5,323

24,806

6,100

1.01.02.02.01

Held to maturity

5,323

24,806

6,100

1.01.03

Accounts receivable

2,251,124

2,007,789

2,205,024

1.01.03.01

Consumers

2,251,124

2,007,789

2,205,024

1.01.04

Materials and suppliers

18,506

21,625

36,826

1.01.06

Recoverable taxes

329,638

262,433

250,987

1.01.06.01

Current Recoverable taxes

329,638

262,433

250,987

1.01.08

Other current assets

2,252,658

741,248

610,967

1.01.08.03

Other

2,252,658

741,248

610,967

1.01.08.03.01

Other credits

1,011,495

673,383

510,880

1.01.08.03.02

Derivatives

23,260

1,842

870

1.01.08.03.03

Leases

12,395

10,758

9,740

1.01.08.03.04

Dividends and interest on shareholders’ equity

54,483

55,265

55,033

1.01.08.03.05

Financial asset of concession

540,094

-

34,444

1.01.08.03.06

Sector financial asset

610,931

-

-

1.02

Noncurrent assets

25,884,112

23,778,473

23,379,341

1.02.01

Noncurrent assets

6,751,305

6,280,045

6,072,843

1.02.01.03

Accounts receivable

123,405

153,854

161,658

1.02.01.03.01

Consumers

123,405

153,854

161,658

1.02.01.06

Deferred taxes

938,496

1,168,706

1,257,787

1.02.01.06.02

Deferred taxes credits

938,496

1,168,706

1,257,787

1.02.01.08

Related parties

100,666

86,655

-

1.02.01.08.03

Credits with related parties

100,666

86,655

-

1.02.01.09

Other noncurrent assets

5,588,738

4,870,830

4,653,398

1.02.01.09.03

Derivatives

584,917

316,648

486,438

1.02.01.09.04

Escrow deposits

1,162,477

1,143,179

1,125,339

1.02.01.09.05

Recoverable taxes

144,383

173,362

206,653

1.02.01.09.06

Leases

35,169

37,817

31,703

1.02.01.09.07

Financial asset of concession

2,834,522

2,787,073

2,342,796

1.02.01.09.09

Investments at cost

116,654

116,654

116,654

1.02.01.09.10

Other credits

388,828

296,097

343,815

1.02.01.09.11

Sector financial asset

321,788

-

-

1.02.02

Investments

1,098,769

1,032,681

1,022,126

1.02.02.01

Permanent equity interests

1,098,769

1,032,681

1,022,126

1.02.02.01.04

Other permanent equity interests

1,098,769

1,032,681

1,022,126

1.02.03

Property, plant and equipment

8,878,064

7,717,419

7,104,060

1.02.03.01

Fixed assets - in service

8,489,976

6,748,593

6,469,688

1.02.03.03

Fixed assets - in progress

388,088

968,826

634,372

1.02.04

Intangible assets

9,155,974

8,748,328

9,180,312

1.02.04.01

Intangible assets

9,155,974

8,748,328

9,180,312

 

 

12


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Balance sheet – Liability

 

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

Code

Description

Current Year 12/31/2014

Previous Year 12/31/2013

Previous Year 12/31/2012

2

Total liabilities

35,098,816

31,042,796

28,924,279

2.01

Current liabilities

7,417,104

4,905,531

4,969,447

2.01.01

Social and Labor Obligations

70,251

67,633

71,725

2.01.01.02

Labor Obligations

70,251

67,633

71,725

2.01.01.02.01

Estimated Labor Obligation

70,251

67,633

71,725

2.01.02

Suppliers

2,374,147

1,884,693

1,689,137

2.01.02.01

National Suppliers

2,374,147

1,884,693

1,689,137

2.01.03

Tax Obligations

436,267

318,063

430,472

2.01.03.01

Federal Tax Obligations

166,527

196,884

255,154

2.01.03.01.01

Income tax and Social Contribution

57,547

92,431

135,700

2.01.03.01.02

PIS (Tax on Revenue)

15,096

14,256

13,438

2.01.03.01.03

COFINS (Tax on Revenue)

69,701

64,778

75,992

2.01.03.01.04

Others Federal

24,183

25,419

30,024

2.01.03.02

State Tax Obligations

266,493

117,905

171,066

2.01.03.02.01

ICMS (Tax on Revenue)

266,489

117,895

171,066

2.01.03.02.02

Others State

4

10

-

2.01.03.03

Municipal Tax Obligations

3,247

3,274

4,252

2.01.03.03.01

Others Municipal

3,247

3,274

4,252

2.01.04

Loans and financing

3,526,208

1,837,462

1,962,301

2.01.04.01

Loans and financing

1,191,025

1,640,456

1,557,327

2.01.04.01.01

Brazilian currency

1,047,191

1,582,742

1,532,245

2.01.04.01.02

Foreign Currency

143,834

57,714

25,082

2.01.04.02

Debentures

2,335,183

197,006

404,974

2.01.04.02.01

Debentures

2,042,075

34,872

310,149

2.01.04.02.02

Interest on debentures

293,108

162,134

94,825

2.01.05

Other liabilities

1,010,231

797,680

815,812

2.01.05.02

Others

1,010,231

797,680

815,812

2.01.05.02.01

Dividends and interest on shareholders´ equity

19,086

21,224

26,542

2.01.05.02.04

Derivatives

38

-

109

2.01.05.02.05

Post-employment benefit obligation

85,374

76,810

51,675

2.01.05.02.06

Regulatory charges

43,795

32,379

110,776

2.01.05.02.07

Public utility

4,000

3,738

3,443

2.01.05.02.08

Other payable

835,940

663,529

623,267

2.01.05.02.09

Sector financial liability

21,998

-

-

2.02

Noncurrent liabilities

18,297,200

17,338,547

16,063,703

2.02.01

Loans and financing

15,623,751

15,183,936

13,510,730

2.02.01.01

Loans and financing

9,487,351

7,589,540

7,720,467

2.02.01.01.01

Brazilian currency

6,192,973

5,638,800

5,310,259

2.02.01.01.02

Foreign Currency

3,294,378

1,950,740

2,410,208

2.02.01.02

Debentures

6,136,400

7,594,396

5,790,263

2.02.01.02.01

Debentures

6,136,400

7,562,219

5,790,263

2.02.01.02.02

Interest on debentures

-

32,177

-

2.02.02

Other payable

797,093

569,469

1,048,146

2.02.02.02

Other

797,093

569,469

1,048,146

2.02.02.02.03

Derivatives

13,317

2,950

336

2.02.02.02.04

Post-employment benefit obligation

518,386

350,640

831,184

2.02.02.02.05

Taxes and Contributions

-

32,555

-

2.02.02.02.06

Public utility

80,992

79,438

76,371

2.02.02.02.07

Other payable

183,766

103,886

135,788

2.02.02.02.08

Suppliers

632

-

4,467

2.02.03

Deferred taxes

1,385,498

1,117,146

1,155,733

2.02.03.01

Deferred Income tax and Social Contribution

1,385,498

1,117,146

1,155,733

2.02.04

Provisions

490,858

467,996

349,094

2.02.04.01

Civil, Labor, Social and Tax Provisions

490,858

467,996

349,094

2.02.04.01.01

Tax Provisions

157,413

174,568

226,855

2.02.04.01.02

Labor and pension provisions

124,261

119,707

68,205

2.02.04.01.04

Civil provisions

172,564

149,735

26,972

2.02.04.01.05

Others

36,620

23,986

27,062

2.03

Shareholders´ equity - consolidated

9,384,512

8,798,718

7,891,129

2.03.01

Capital

4,793,424

4,793,424

4,793,424

2.03.02

Capital reserves

468,082

287,630

228,322

2.03.04

Profit reserves

1,536,136

1,545,177

1,339,286

2.03.04.01

Legal reserves

650,811

603,352

556,481

2.03.04.02

Statutory reserve

885,325

265,037

-

2.03.04.08

Additional Proposed dividend

-

567,801

455,906

2.03.04.10

Reserve of retained earnings for investment

-

108,987

326,899

2.03.05

Retained earnings

-

-

56,293

2.03.08

Other comprehensive income

145,892

397,668

(36,597)

2.03.09

Shareholders Non-controlling interest

2,440,978

1,774,819

1,510,401

 

 

13


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Income Statement

(in thousands of Brazilian reais – R$)

 
         

Code

Description

Current Year
01/01/2014 to
12/31/2014

Previous Year
01/01/2013 to
12/31/2013

Previous Year
01/01/2012 to
12/31/2012

3.01

Net operating revenues

17,305,942

14,633,856

14,890,875

3.02

Cost of electric energy services

(13,261,541)

(10,673,721)

(10,986,376)

3.02.01

Cost of electric energy

(10,643,130)

(8,196,687)

(8,252,995)

3.02.02

Operating cost

(1,672,359)

(1,467,516)

(1,377,706)

3.02.03

Services rendered to third parties

(946,052)

(1,009,518)

(1,355,675)

3.03

Gross Operating income

4,044,401

3,960,135

3,904,499

3.04

Gross Operating income (expense)

(1,444,643)

(1,469,492)

(1,448,728)

3.04.01

Sales expenses

(402,699)

(376,597)

(468,146)

3.04.02

General and administrative

(773,631)

(928,614)

(724,364)

3.04.05

Others

(327,997)

(285,149)

(376,898)

3.04.06

Equity income

59,684

120,868

120,680

3.05

Income before financial income and taxes

2,599,758

2,490,643

2,455,771

3.06

Financial income / expense

(1,089,454)

(971,443)

(577,773)

3.06.01

Financial income

890,436

699,208

706,963

3.06.02

Financial expense

(1,979,890)

(1,670,651)

(1,284,736)

3.07

Income before taxes

1,510,304

1,519,200

1,877,998

3.08

Income tax and social contribution

(623,861)

(570,164)

(670,936)

3.08.01

Current

(466,021)

(521,981)

(839,127)

3.08.02

Deferred

(157,840)

(48,183)

168,191

3.09

Net income from continuing operations

886,443

949,036

1,207,062

3.11

Net income

886,443

949,036

1,207,062

3.11.01

Net income attributable to controlling shareholders

949,177

937,419

1,176,252

3.11.02

Net income attributable to noncontrolling shareholders

(62,734)

11,617

30,810

 

 

 

14


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Statement of Comprehensive Income

(in thousands of Brazilian reais – R$)

 

         

Code

Description

Current Year
01/01/2014 to
12/31/2014

Previous Year
01/01/2013 to
12/31/2013

Previous Year
01/01/2012 to
12/31/2012

4.01

Consolidated net income

886,443

949,036

1,207,062

4.02

Other comprehensive income

(225,719)

460,226

(572,225)

4.02.03

Actuarial gain

(225,719)

460,226

(572,225)

4.03

Consolidated comprehensive income

660,724

1,409,262

634,837

4.03.01

Comprehensive income attributtable to controlling shareholders

723,457

1,397,645

604,027

4.03.02

Comprehensive income attributable to non controlling shareholders

(62,733)

11,617

30,810

 

 

 

15


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Statement of Cash Flow – Indirect method

(in thousands of Brazilian reais – R$)

     
         

Code

Description

YTD Current Year
01/01/2014 to 12/31/2014

YTD previous year
01/01/2013 to 12/31/2013

YTD previous year
01/01/2012 to 12/31/2012

6.01

Net cash from operating activities

1,592,573

2,517,546

1,989,302

6.01.01

Cash generated from operations

4,462,978

4,226,977

3,945,148

6.01.01.01

Net income, including income tax and social contribution

1,510,304

1,519,200

1,877,998

6.01.01.02

Depreciation and amortization

1,159,964

1,055,230

978,926

6.01.01.03

Reserve for tax, civil, labor and environmental risks

191,228

316,787

94,926

6.01.01.04

Interest and monetary and exchange restatement

1,486,061

1,294,281

904,340

6.01.01.05

Losses on pension plan

48,165

61,665

33,332

6.01.01.06

Losses on disposal of noncurrent assets

20,726

7,248

54,579

6.01.01.07

Deferred taxes - PIS and COFINS

24,946

28,328

(64,005)

6.01.01.08

Other

(2,431)

(5,218)

21,921

6.01.01.09

Allowance for doubtful accounts

83,699

70,324

163,811

6.01.01.10

Equity income

(59,684)

(120,868)

(120,680)

6.01.02

Variation on assets and liabilities

(2,870,405)

(1,709,431)

(1,955,846)

6.01.02.01

Consumers, Concessionaires and Licensees

(265,103)

129,731

(435,899)

6.01.02.02

Recoverable Taxes

(134)

42,176

51,772

6.01.02.03

Leases

1,009

1,648

(3,969)

6.01.02.04

Escrow deposits

65,732

101,310

8,505

6.01.02.05

Sector financial asset

(932,719)

-

-

6.01.02.06

Receivables - Resources provided by the Energy Development Account - CDE / CCEE

(352,379)

(145,571)

(24,972)

6.01.02.07

Other operating assets

(41,665)

(30,725)

(41,289)

6.01.02.08

Suppliers

470,982

191,089

388,975

6.01.02.09

Taxes and social contributions paid

(552,070)

(559,879)

(768,578)

6.01.02.10

Other taxes and social contributions

193,357

(130,405)

(149,121)

6.01.02.11

Employee Pension Plans

(118,897)

(85,546)

(79,450)

6.01.02.12

Interest paid on debt

(1,333,570)

(1,093,465)

(866,025)

6.01.02.13

Regulator charges

11,415

(78,397)

(27,600)

6.01.02.14

Other operating liabilities

83,458

10,820

(23,841)

6.01.02.15

Tax, civil and labor risks paid

(188,000)

(184,070)

(64,084)

6.01.02.16

Dividend and interest on equity received

40,374

112,607

79,730

6.01.02.17

Sector financial liability

21,998

-

-

6.01.02.18

Payable - Resources provided by the CDE

25,807

9,246

-

6.02

Net cash in investing activities

(933,007)

(1,694,539)

(3,360,570)

6.02.02

Acquisition of property, plant and equipment

(345,049)

(882,588)

(1,027,109)

6.02.03

Marketable Securities, Deposits and Escrow Deposits

(7,839)

41,392

(13,943)

6.02.05

Acquisition of intangible assets

(716,818)

(852,248)

(1,432,902)

6.02.07

Sale of noncurrent assets

43,024

80,945

-

6.02.08

Acquisition of subsidiaries net of cash acquired

-

-

(706,186)

6.02.10

Other

-

(584)

(7,954)

6.02.11

Payment of payables of business combination

-

-

(172,476)

6.02.12

Intercompany loans with subsidiaries and associated companies

949

(81,456)

-

6.02.13

Capital increase in existing investments

(45,445)

-

-

6.02.14

Business combination, net of acquired cash

70,829

-

-

6.02.15

Return by the supplier of advances

67,342

-

-

6.03

Net cash in financing activities

(508,533)

948,381

1,142,878

6.03.01

Loans, financing and debentures obtained

3,186,384

5,958,322

4,286,812

6.03.02

Payments of Loans, financing , debentures and derivatives

(2,679,399)

(4,499,451)

(1,737,088)

6.03.03

Dividend and interest on shareholders’ equity paid

(1,016,641)

(838,990)

(1,406,846)

6.03.07

Subsidiary IPO

-

328,500

-

6.03.08

Capital increase by noncontrolling shareholders

1,123

-

-

6.05

Increase (decrease) in cash and cash equivalents

151,033

1,771,388

(228,390)

6.05.01

Cash and cash equivalents at beginning of period

4,206,422

2,435,034

2,663,425

6.05.02

Cash and cash equivalents at end of period

4,357,455

4,206,422

2,435,035

 

 

16


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Statement of Changes in shareholders´ equity – from January 1, 2014 to December 31, 2014

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

287,630

1,545,177

-

397,668

7,023,899

1,774,818

8,798,717

5.03

Adjusted opening balance

4,793,424

287,630

1,545,177

-

397,668

7,023,899

1,774,818

8,798,717

5.04

Capital transactions within shareholders

-

180,452

(567,802)

(416,472)

-

(803,822)

728,926

(74,895)

5.04.08

 Prescribed dividends

-

-

-

5,723

-

5,723

-

5,723

5.04.09

 Interim Dividends

-

-

-

(422,195)

-

(422,195)

(2,382)

(424,577)

5.04.10

Dividend approved

-

-

(567,802)

-

-

(567,802)

(27,156)

(594,958)

5.04.11

Redemption of capital reserve of non-controlling shareholders

-

-

-

-

-

-

(2,189)

(2,189)

5.04.13

Capital increase in subsidiaries with no change in control

-

362

-

-

-

362

760

1,123

5.04.14

Gain (loss) in participation with no change in control

-

(207)

-

-

-

(207)

207

-

5.04.15

 Business combination CPFL Renováveis / DESA

-

180,297

-

-

-

180,297

653,366

833,663

5.04.16

 Business combination CPFL Renováveis / DESA - - effect of non-controlling of subsidiary

-

-

-

-

-

-

106,320

106,320

5.05

 Net income for the period

-

-

-

949,177

(225,720)

723,457

(62,733)

660,723

5.05.01

 Other Comprehensive Income

-

-

-

949,177

-

949,177

(62,733)

886,443

5.05.02

 Other comprehensive income: Actuarial Losses

-

-

-

-

(225,720)

(225,720)

-

(225,720)

5.05.02.06

Internal changes of shareholders equity

-

-

-

-

(225,720)

(225,720)

-

(225,720)

5.06

Internal changes of shareholders equity

-

-

558,760

(532,705)

(26,055)

-

(33)

(33)

5.06.01

Legal reserve

-

-

47,459

(47,459)

-

-

-

-

5.06.05

Statutory reserve for the period

-

-

620,288

(620,288)

-

-

-

-

5.06.06

Realization of deemed cost of fixed assets

-

-

-

39,478

(39,478)

-

-

-

5.06.07

Tax on deemed cost realization

-

-

-

(13,423)

13,423

-

-

-

5.06.08

Realization/reversal of earnings retained investment

-

-

(108,987)

108,987

-

-

-

-

5.06.09

Other movements non-controlling shareholders

-

-

-

-

-

-

(33)

(33)

5.07

Ending balance

4,793,424

468,082

1,536,135

-

145,893

6,943,534

2,440,978

9,384,512

 

 

17


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Statement of Changes in shareholders´ equity – from January 1, 2013 to December 31, 2013

(in thousands of Brazilian reais – R$)

                   

Code

Description

Capital

Capital
Reserves,
options and
treasury
shares

Profit Reserves

Retained earnings

Other comprehensive income

Shareholders´ equity

Noncontrolling Shareholders’ Equity

Consolidated Shareholders’ Equity

5.01

Opening balance

4,793,424

228,322

1,339,286

56,293

(36,598)

6,380,727

1,510,401

7,891,128

5.03

Adjusted opening balance

4,793,424

228,322

1,339,286

56,293

(36,598)

6,380,727

1,510,401

7,891,128

5.04

Capital transactions within shareholders

-

59,308

111,896

(925,679)

-

(754,475)

252,868

(501,607)

5.04.06

Dividend

-

-

567,802

(567,802)

-

-

-

-

5.04.08

Prescribed dividend

-

-

-

5,172

-

5,172

-

5,172

5.04.09

Interim Dividend

-

-

-

(363,049)

-

(363,049)

(2,301)

(365,350)

5.04.10

Dividend approved

-

-

(455,906)

-

-

(455,906)

(17,589)

(473,495)

5.04.11

IPO CPFL Renováveis

-

59,308

-

-

-

59,308

269,192

328,500

5.04.12

Capital increase noncontrolling shareholders in subsidiaries

-

-

-

-

-

-

3,566

3,566

5.05

Total comprehensive income

-

-

-

937,419

460,226

1,397,645

11,617

1,409,262

5.05.01

Net income

-

-

-

937,419

-

937,419

11,617

949,036

5.05.02

Other Comprehensive Income

-

-

-

-

460,226

460,226

-

460,226

5.05.02.06

Other Comprehensive Income: actuarial gain

-

-

-

-

460,226

460,226

-

460,226

5.06

Internal changes of shareholders equity

-

-

93,995

(68,033)

(25,962)

-

(65)

(65)

5.06.01

Legal reserve

-

-

46,871

(46,871)

-

-

-

-

5.06.04

Statutory reserve in the period

-

-

(61,863)

61,863

-

-

-

-

5.06.06

Realization of deemed cost of fixed assets, net of tax

-

-

-

25,962

(25,962)

-

-

-

5.06.07

Other transactions within noncontrolling shareholders

-

-

-

-

-

-

(65)

(65)

5.06.08

Earnings retained for investment 

-

-

108,987

(108,987)

-

-

-

-

5.07

Ending balance

4,793,424

287,630

1,545,177

-

397,666

7,023,897

1,774,821

8,798,718

 

 

 

18


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Statement of Changes in shareholders´ equity – from January 1, 2012 to December 31, 2012

 

(in thousands of Brazilian reais – R$)

                   

Code

Description

Capital

Capital
Reserves,
options and
treasury shares

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

333,083

563,005

7,173,123

1,485,352

8,658,475

5.03

Adjusted opening balance

4,793,424

229,956

1,253,655

333,083

563,005

7,173,123

1,485,352

8,658,475

5.04

Capital transactions within shareholders

-

(1,634)

(302,564)

(1,092,225)

-

(1,396,423)

(5,427)

(1,401,850)

5.04.08

Prescribed dividend

-

-

-

3,921

-

3,921

-

3,921

5.04.09

Dividend proposed

-

-

455,906

(455,906)

-

-

(5,875)

(5,875)

5.04.10

Interim Dividend

-

-

-

(640,240)

-

(640,240)

-

(640,240)

5.04.11

Dividend approved

-

-

(758,470)

-

-

(758,470)

(8,201)

(766,671)

5.04.12

Capital increase noncontrolling shareholders

-

-

-

-

-

-

3,563

3,563

5.04.13

Business combinations CPFL Renováveis

-

(1,634)

-

-

-

(1,634)

5,086

3,452

5.05

Total comprehensive income

-

-

-

1,176,252

(572,225)

604,027

30,810

634,837

5.05.01

Net income

-

-

-

1,176,252

-

1,176,252

30,810

1,207,062

5.05.02

Other Comprehensive Income

-

-

-

-

(572,225)

(572,225)

-

(572,225)

5.05.02.06

Other Comprehensive Income: acturial loss

-

-

-

-

(572,225)

(572,225)

-

(572,225)

5.06

Internal changes of shareholders equity

-

-

388,195

(360,817)

(27,378)

-

(334)

(334)

5.06.01

Legal reserve

-

-

61,296

(61,296)

-

-

-

-

5.06.04

Other changes of noncontrolling shareholders

-

-

-

-

-

-

(334)

(334)

5.06.05

Reserve of retained earnings for investment

-

-

326,899

(326,899)

-

-

-

-

5.06.06

Realization of deemed cost of fixed assets, net of tax

-

-

-

27,378

(27,378)

-

-

-

5.07

Ending balance

4,793,424

228,322

1,339,286

56,293

(36,598)

6,380,727

1,510,401

7,891,128

 

 

19


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Consolidated Standard Financial Statements

Statement of Added Value

(in thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

Code

Description

Current Year
01/01/2014 to 12/31/2014

Previous Year
01/01/2013 to 12/31/2013

Previous Year
01/01/2012 to 12/31/2012

7.01

Revenues

23,057,172

20,202,380

22,177,037

7.01.01

Sales of goods, products and services

21,851,381

18,334,968

19,897,228

7.01.02

Other revenue

944,997

1,004,399

1,351,550

7.01.02.01

Revenue from construction of infrastructure distribution

944,997

1,004,399

1,351,550

7.01.03

Revenues related to the construction of own assets

344,492

933,337

1,092,070

7.01.04

Allowance for doubtful accounts

(83,698)

(70,324)

(163,811)

7.02

Inputs

(14,092,481)

(12,112,642)

(12,656,301)

7.02.01

Cost of sales

(11,780,445)

(9,125,580)

(9,168,816)

7.02.02

Material-Energy-Outsourced services-Other

(1,866,059)

(2,382,950)

(1,934,351)

7.02.04

Other

(445,977)

(604,112)

(1,553,134)

7.03

Gross added value

8,964,691

8,089,738

9,520,736

7.04

Retentions

(1,160,714)

(1,057,264)

(979,206)

7.04.01

Depreciation and amortization

(875,696)

(760,287)

(694,492)

7.04.02

Other

(285,018)

(296,977)

(284,714)

7.04.02.01

Intangible concession asset - amortization

(285,018)

(296,977)

(284,714)

7.05

Net added value generated

7,803,977

7,032,474

8,541,530

7.06

Added value received in transfer

962,928

843,978

846,842

7.06.01

Equity result

59,684

120,868

120,679

7.06.02

Financial income

903,244

723,110

726,163

7.07

Added Value to be Distributed

8,766,905

7,876,452

9,388,372

7.08

Distribution of Added Value

8,766,905

7,876,452

9,388,372

7.08.01

Personnel

814,979

748,258

700,364

7.08.01.01

Direct Remuneration

500,471

460,477

429,458

7.08.01.02

Benefits

275,322

251,652

227,454

7.08.01.03

Government severance indemnity fund for employees- F.G.T.S.

39,186

36,129

43,452

7.08.02

Taxes, Fees and Contributions

5,044,467

4,421,938

6,148,889

7.08.02.01

Federal

1,916,922

1,625,798

2,954,321

7.08.02.02

State

3,109,743

2,782,086

3,183,205

7.08.02.03

Municipal

17,802

14,054

11,363

7.08.03

Remuneration on third parties’ capital

2,021,016

1,757,220

1,332,057

7.08.03.01

Interest

1,954,293

1,711,922

1,299,091

7.08.03.02

Rental

46,929

45,297

29,425

7.08.03.03

other

19,794

1

3,541

7.08.04

Remuneration on own capital

886,443

949,036

1,207,062

7.08.04.02

Dividends

208,673

836,452

1,093,869

7.08.04.03

Retained Earnings / Loss for the Period

677,770

112,584

113,193

 

 

20


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

Management Report

 

Dear Shareholders,

In compliance with the law and the Bylaws of the company, the Management of CPFL Energia S.A. (CPFL Energia) hereby submits to you the Management Report and financial statements of the Company, along with the reports of the independent auditor and fiscal council for the fiscal year ended December 31, 2014. All comparisons herein are made with consolidated figures for fiscal year 2013, except when specified otherwise.

 

1.        Opening remarks

 

In 2014, the electricity sector witnessed another year of volatility and tremendous challenges. Scarce rainfall, among other factors, drove reservoirs to their lowest level ever after the end of the dry season, in November. Consequently, the National Electricity System Operator (ONS) continued to fully use the capacity of thermal plants and the short-term price (PLD) reached a record high, remaining for most of the year at the ceiling of R$822.83/MWh.

In addition to the impact on the cash flow of distributors, the higher PLD also had an adverse impact on demand for energy, since it discouraged a section of industry - which already suffered from the adverse macroeconomic scenario - from producing due to high energy costs. The combination of these effects led to a 3.4% decrease in industrial consumption during the year in the concession area of the eight distributors of the CPFL Energia group. On the other hand, the low voltage consumers continued to register significant growth in consumption, driven by high temperature early in the year and leading to increases of 7.0% and 7.9% in the residential and commercial segments, respectively, despite the water crisis, which curbed growth in the second half of the year. Consolidated consumption in the concession area increased 2.6% in 2014.

In the regulatory environment, progress was made on many fronts. Public hearing 54/2014 was concluded with the proposal to reduce the price ceiling of PLD to R$388.48/MWh, with the adoption of the Macaé thermal plant as reference, while also determining the increase in the PLD floor price to R$30.26/MWh. Moreover, costs of the System Service Charges (ESS) continued to be apportioned among energy consumers.

Discussions regarding the 4th cycle of tariff review of the distributors advanced with the opening of the second phase of Public Hearing 23/2014, which dealt with items such as Operating Costs, Other Revenues, Losses, General Procedures and others. It is worth noting the advances made by the regulatory agency, such as the proposal for recognition of addition remuneration for Special Obligations of distributors, among other initiatives.

The weighted average cost of capital (WACC) for the 4th cycle of tariff review was set at 8.09% and will be implemented for distribution concessionaires with review through December 2017. After said date, the historical series will be restated for companies with reviews as of January 2018, such as RGE and CPFL Paulista, both companies of the CPFL Energia group.

We should also celebrate the approval by the Securities and Exchange Commission of Brazil (CVM) in early December of the recognition of assets and liabilities that until 2013 were called “regulatory assets and liabilities” in the financial statements of electricity distributors. This measure, a long-held demand of the sector, will allow the recognition of differences between estimated energy purchase costs and sector charges in tariffs applied to consumers and the actual costs incurred in the period and which will be transferred to tariffs on the date of the annual adjustment of each distributor. This was only made possible by ANEEL’s approval, on November 25, 2014, through Dispatch no. 4,621, of an amendment to concession agreements, including a specific clause guaranteeing that the balance remaining of any insufficient payment or reimbursement of tariff due to termination of the concession, for any reason, will be indemnified and, consequently, allowed the recording of sectorial financial assets and liabilities.

 

 

21


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

However, we must highlight the need for further advance in regulatory issues in order to create the incentives for the electricity sector to resume investments.

In the Distribution operations, CPFL Energia closed 2014 with the Telemetering of all industrial and commercial customers of Group A (high voltage), which total 24,600 points that no longer require field teams to physically measure consumption for billing. The automated process increases the security of customer data, identifies possible frauds and enables the company to better use the time of its teams.

Conventional generation suffered from the effects of the Generation Scaling Factor (GSF), since the full dispatch of thermal power and the reserve energy displaces hydroelectric generation. Therefore, assured energy at plants participating in the Energy Reallocation Mechanism (MRE) was not reached, making it necessary for hydroelectric generators who had to meet their contracted energy obligations, to acquire energy. To mitigate volatility at the company’s generation operations and increase cash flow predictability, we recontracted energy from the Serra da Mesa Hydroelectric Plant (Semesa) plant in April of 2014, valid through the end of the right to explore this portion of energy by CPFL Geração in 2028.

In the renewable energy segment, the positive highlights were the conclusion of the acquisition of Rosa dos Ventos (which has authorization from ANEEL to explore the Canoa Quebrada and Lagoa do Mato wind farms), the commercial startup of the Atlântica and Macacos I wind farm complexes, which added 198.2 MW to the company’s generation portfolio.  Considering also the association with Dobrevê Energia S.A. (DESA), which added 277.6 MW to current installed capacity, CPFL Renováveis now has installed capacity of 1,773 MW.

The Commercialization segment also posted significant results, driven by the strategy adopted over most of the year: due to the price pressures in the spot market, in the Commercialization segment we contracted more energy than our delivery commitments and sold the surplus in the spot market.

The year 2015 will once again require intense work, given the slowdown of the Brazilian economy and challenging hydrologic conditions. However, the consistent operating and financial results recorded by CPFL Energia make us confident that our solid and careful strategy has created value to shareholders and improved the services and products we offer our customers.

 

 

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

OWNERSHIP BREAKDOWN (simplified)

CPFL Energia is a holding company that owns stake in other companies:

 

Reference date: 12/31/2014

Notes:

(1)  Controlling shareholders;

(2)  Includes 0.1% of shares held by Camargo Corrêa S.A.;

(3)  Includes 0.2% of shares held by pension funds Petros and Sistel;

 

2.        Comments on the macroeconomic scenario

 

MACROECONOMIC SCENARIO

The global economic performance fell short of expectations in 2014. The International Monetary Fund (IMF), which at the start of the year had forecast growth of 4.0%, reduced its estimate 12 months later to 3.1%, which was close to the growth rate of 2012 and 2013. During this period, emerging economies failed to meet expectations: Brazil’s main commercial partner, China, continues to decelerate while Argentina, the largest client of Brazilian industry, does not show signs of recovering from the crisis scenario that started three years ago. Europe and Japan continue to grow only marginally, with renewed concerns about declining consumption that remains far from picking up.

Contrary to the performance of other regions, the U.S. economy posted solid performance. With growth of 2.4% in 2014 and expected to outperform its potential in the coming years, the United States registered positive labor market, consumption, consumer and business confidence indicators, with a significant resumption of investments. In this scenario, we hope the dynamism of the U.S. economy helps in the resumption of the virtuous growth cycle in 2015.

Brazil, however, is going through a severe crisis of confidence on the part of industry and consumers, led by macroeconomic uncertainties, coupled with credit restrictions, slower growth of income levels and investments, and negative industrial performance.

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

2015 is expected to be a year of adjustments and restrictions, with priority for inflation - which is expected to surpass the target ceiling for this year – and for inflation expectations. The effect of the adjustments package announced by the government should be felt by some key sectors of our production chain and by consumers, who will also face a stagnating labor market, with job cuts and falling income levels. This deceleration will possibly impact sales in the retail segment, whose growth in 2015 is expected be half the growth rate in 2014.

However, we can expect some positive contribution from the external sector since the depreciation of the Brazilian real should make the country’s exports more competitive in a scenario where global demand should continue to grow.

A more significant improvement in the economy is expected only in 2016, with an increase in confidence levels, fresh investments and improved domestic consumption.

 

REGULATORY ENVIRONMENT

The year 2014 was marked by the left trace of Provisional Measure (MP) 579/2012, enacted to reduce electricity prices. The MP resulted in an imbalance between tariff coverage and actual expenses incurred by distributors in terms of power costs. Due to the MP, many distributors were short on energy to meet the needs of their consumers and had to purchase energy in the spot market. The modest rainfall and consequent significant increase in spot market prices aggravated the problem.

To provide relief for the situation, Decree 8,221/2014 was published, which aims to fund the costs of involuntary exposure to the spot market and the supply from thermal power plants in connection with Electricity Commercialization Contracts in the Regulated Contracting Environment in the availability mode (CCEAR-D). The amounts received by distributors will be transferred, over the course of two years, to consumers based on the tariff processes of 2015.

In relation to the Tariff Review processes, in June 2014 ANEEL submitted for analysis the proposed methodology for the fourth cycle (between 2015 and 2018) through the first phase of Public Hearing 023/2014. The published documents indicate that this cycle of periodic review will probably maintain most of the current methodology, except the calculation method to be used by ANEEL in determining the Regulatory Remuneration Base (BRR), which was altered considerably. The second phase of this public hearing was restarted on December 11, 2014, for all topics except the Cost of Capital (WACC), which had only a single phase, and for BRR, whose new methodology to be proposed is still being analyzed by ANEEL. The entire revision of the methodology of the fourth tariff review cycle should be concluded in the first half of 2015.

 

Generation Segment

 

In 2014, the main development at CPFL Geração was the renewal of the electricity agreement with FURNAS, which maintains the commercialization of the portion of energy and capacity of the Serra da Mesa HPP until April 16, 2028.

Other themes discussed in 2014 include: (i) postponement of the review of the physical guarantee of hydroelectric plants for 2015, which will take place after the conclusion of studies by the specific working group (MME Resolution no. 681/14); (ii) change in the maximum and minimum limits of PLD to R$ 388.48/MWh and R$ 30.26/MWh, respectively, (REH no. 1,832 of November 25, 2014); (iii) lawsuit filed by Santo Antônio Energia S.A. requesting that the plant availability factor be maintained at the reference value while in the ramp-up phase, which led to a specific action filed by members of the Brazilian Independent Electricity Producers Association (APINE) and another by the Brazilian Electricity Distributors Association (ABRADEE). (iv) due to the unfavorable water scenario, hydroelectric generators have been severely impacted in the Energy Reallocation Mechanism (MRE), due to the lower volume of energy allocated (GSF) and, consequently, APINE has been pressuring the National Electric Energy Agency (ANEEL) and the Ministry of Mines and Energy (MME) to correct the distortions in law and commercialization rules in order to mitigate such losses; (v) the numerous transmission auctions for which there were no bids, which forced ANEEL to reassess the Permitted Annual Revenue (RAP) of various projects, which was a good sign for investors; (vi) addition of solar power source in energy auctions, which was a long-held request of APINE.

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

The following regulations are particularly important: (i) MME Resolution no. 33/2014, which defined the auction date for Três Irmãos HPP; (ii) ANEEL Resolution (REN) no. 599/2014, which revoked Clause 14 of Electricity Commercialization Contracts in the Regulated Contracting Environment (CCEAR) by availability between 2005 and 2009; (iii) Provisional Presidential Decree no. 641/2014, which amended Law no. 10,848/2004, permitting the auction of energy from existing generation projects, with delivery beginning in the same or subsequent year to the auction and a supply period of at least 1 year and at most 15 years; (iv) MME Resolution no. 118/2014, defining the date of the A-0 auction as April 25, 2014, with supply starting on May 1, 2014, and ending on December 31, 2019; (v) MME Resolution no. 236/2014 regarding the 2014 Reserve Auction, which would be separated by source (solar, wind and biomass) for a supply period of 20 years; (vi) REN no. 614/2014, which consolidated the new criteria for assessing unavailability of generating units or energy import project connected to the National Interconnected System (SIN); (vii) REN no. 617/2014, which amended annexes to REN no. 412/2010 on procedures for registration, preparation, acceptance, analysis, selection and approval of basic project, and authorization for exploration of water potential without the characteristics of SHPPs; (viii) MME Resolution no. 471/2014, which put the Ten Year Plan for Electricity Expansion up for public hearing; (ix) MME Resolution no. 484/2014, revising the reference values for forced (TEIF) and planned (IP) unavailability of hydroelectric plants; (x) REN no. 624/2014, amending REN no. 559/2013 relating to the conditions for recalculating the Transmission System Usage Tariff (TUST) for generation stations; (xi) REN no. 633/2014, covering the methodology for defining maximum and minimum PLD prices; (xii) ANEEL Regulation no. 3,376/2014, approving the Regulatory Agenda for the two-year period from 2015 to 2016; (xiii) REN no. 637/2014, approving Rules for the Commercialization of Electricity applicable to the Accounting and Settlement System (SCL); (xiv) REN no. 638/2014, amending Normative Resolution no. 584/2013, which establishes the timeframes and conditions for seasonal adjustments and modulation of the physical guarantee of power generation plants, as well as seasonal adjustment of bound energy related to the Itaipu HPP.

 

Distribution Segment

Economic, financial, technical and commercial regulations highlights is presented as follows, by date of publication: (i) REN no. 598/2014 – Related to reversible generation assets, amending article 4, head paragraph, of Normative Resolution 596 of December 19, 2013; (ii) REN no. 599/2014 - Revokes Clause 14 of Electricity Commercialization Contracts in the Regulated Contracting Environment (CCEAR) for availability in New Energy Auctions (LEN) between 2005 and 2009; (iii) REN no. 601/2014 – Approves amendments to the Rules for Commercialization of Electricity applicable to the Accounting and Settlement System (SCL); (iv) REN no. 600/2014 – Includes amendments to Clause 14 of Reserve Energy Contracts of the 1st and 3rd Reserve Energy Auctions; (v) REN no. 602/2014 – Amends Normative Resolution 502 of August 7, 2012, and approves Revision 7 of Module 6 and Revision 5 of Module 8 of the Procedures for Electric Energy Distribution in the National Electricity System (PRODIST); (vi) REN no. 604/2014 – Approves Module 3 of Tariff Regulation Procedures (PRORET), which establishes the criteria and methodology for calculating Annual Tariff Increases of Distribution Concessionaires, and amends Normative Resolution 421 of November 30, 2010; (vii) REN no. 605/2014Approves the Accounting Manual for the Electricity Sector (MCSE) instituted by Normative Resolution 444 of October 26, 2001; (viii) REN no. 607/2014 – Amends sub-modules 7.1, 7.2, 7.3 and 8.3, approves sub-module 11.1 of Tariff Regulation Procedures (PRORET) and stipulates other measures; (ix) REN no. 608/2014 – Approves sub-module 12.3 of the Tariff Regulation Procedures (PRORET) and stipulates other measures; (x) REN no. 609/2014 – Amends Sub-module 3.1 of Tariff Regulation Procedures (PRORET), which establishes the General Procedures for the Annual Tariff Increases of Distribution Concessionaires, and Normative Resolution 255 of March 6, 2007;

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

(xi) REN no. 610/2014 – Regulates the modalities of electronic pre-payment and post-payment of electricity; (xii) REN no. 611/2014 – Establishes the criteria and conditions for recording electricity purchase and sale contracts and transfers of electricity and capacity, signed in the Free Contracting Environment (ACL), and stipulates other measures; (xiii) REN no. 612/2014 - Regardes tariff charges of the Energy Development Account (CDE) and the ACR-ACCOUNT, in accordance with Decree 8,221 of April 2, 2014; (xiv) REN no. 613/2014 - Regardes tariff charges of the Energy Development Account (CDE) and the ACR-ACCOUNT, in accordance with Decree 8,221 of April 2, 2014; (xv) REN no. 613/2014 – Amends paragraph 1 of article 8 and paragraph 1 of article 17 of Normative Resolution 337 of November 11, 2008, establishing criteria for allocation of surplus funds from the Reserve Energy Account (CONER); (xvi) REN no. 614/2014 – Consolidates the standards for the assessment of unavailability of generating units or energy import projects connected to the National Interconnected System (SIN), establishing new criteria for assessment and verifying guarantees, among other measures; (xvii) REN no. 616/2014 – Amends Normative Resolution 398 of March 23, 2010, which regulates Law 11,934, of March 5, 2009, regarding limits on human exposure to electric and magnetic fields originating from electrical generation, transmission and distribution installations, at a frequency of 60 Hz; (xviii) REN no. 617/2014 – Amends Annexes I and III to REN no. 412/2010; (xix) REN no. 619/2014 – Approves the Rules for the Electricity Commercialization  applicable to the Accounting and Settlement System (SCL); (xx) REN no. 620/2014 – Amends articles 73, 107 and 108 of Normative Resolution 414 of September 9, 2010, and lays down transitory measures; (xxi) REN no. 621/2014Approves Sub-module 8.2 of Tariff Regulation Procedures (Proret), which establishes the criteria and methodology for calculating Annual Tariff Increases for Distribution Licensees; (xxii) REN no. 624/2014 – Amends Normative Resolution 559/2013 relating to conditions for recalculating the Transmission System Usage Tariff (TUST) for generation stations; (xxiii) REN no. 625/2014 – Appraisal and inspection of investments in electricity distribution systems to serve areas hosting the 2016 Rio Olympic and Paralympic Games under the responsibility of the distributor; (xxiv) REN no. 626/2014 – Amends Normative Resolution 547 of April 16, 2013, which establishes the commercial procedures for applying the tariff flags system; (xxv) REN no. 628/2014 – Approves Revision 5 to Module 2 and Revision 8 to Module 6 of the Procedures for Electricity Distribution in the National Electricity System (PRODIST) and amends Normative Resolution 395 of December 15, 2009; (xxvi) REN no. 629/2014 - Amends articles 7, 8 and 21 of Normative Resolution 581 of October 11, 2013; (xxvii) REN no. 630/2014 – Amends Normative Resolution 427 of February 22, 2011, which establishes the procedures for planning, creation, processing and management of the Fuel Consumption Account (CCC); (xxviii) REN no. 631/2014 – Establishes the criteria and procedures for revising the allocation of  physical guarantee quotas and capacity of hydroelectric plants covered by Law 12,783 of January 11, 2013, to distribution concessionaires; (xxix) REN no. 632/2014 - Amends sub-module 6.7 of Tariff Regulation Procedures (PRORET); (xxx) REN no. 633/2014 - Amends article 3 of Resolution 682 of December 23, 2003 and article 3 of Normative Resolution 392 of December 15, 2009; (xxxi) REN no. 635/2014 – Approves the Procedures for Credentialing of Asset Valuation Companies and lays down other measures; (xxxii) REN no. 636/2014 – Amends Normative Resolution 417 of November 23, 2010, which establishes the parameters for the delegation of ANEEL’s powers to execute decentralized activities under a regime of associated management of public utilities; (xxxiii) REN no. 637/2014 - Approves Rules for the Commercialization of Electric Energy applicable to the Accounting and Settlement System (SCL); (xxxiv) REN no. 638/2014 – Amends Normative Resolution 584 of October 29, 2013, which establishes the timeframes and conditions for seasonal adjustments and modulation of the physical guarantee of electricity generation plants, as well as seasonal adjustments of bounded energy from the Itaipu Hydroelectric Power Plant (Itaipu HPP); (xxxv) REN no. 639/2014 – Amends sub-modules 8.3 and 11.1 of Tariff Regulation Procedures (PRORET), as well as Normative Resolution 167 of October 10, 2005; (xxxvi) REN no. 643/2014 – Amends Normative Resolution 443 of July 26, 2011, amends Normative Resolution 435 of May 24, 2011, approves Revision 1.1 to Sub-module 9.7 of the Tariff Regulation Procedures (PRORET), revokes Normative Resolution 491 of June 5, 2012, and lays down other measures;

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

(xxxvii) REN no. 644/2014 – Amends Normative Resolution 411 of September 28, 2010, which “approves the model for public notice to adjustment auctions for the purchase of electricity, delegating responsibility to the Electric Energy Comercialization Chamber (CCEE) and lays down other measures;” (xxxviii) REN no. 645/2014 – Amends the Internal Regulations approved by MME Resolution 349 of November 28, 1997; and (xxxix) Resolution 04/ANEEL/ANATEL – Approves the reference price for the sharing of power poles between energy distributors and telecommunications service providers, to be used in conflict resolution processes, and establishes rules for the use and occupation of Fixing Points.     

 

ELECTRICITY TARIFFS AND PRICES

 

Distribution Segment

Annual Tariff Adjustments (RTA) in 2014:

CPFL Paulista

On April 7, 2014, via Ratification Resolution 1,701, ANEEL increased the electricity tariffs of CPFL Paulista by 17.18%, 14.56% of which related to economic tariff adjustments and 2.62% related to financial components independent of the Tariff Adjustment, corresponding to an average effect of 17.23% perceived by consumers.  The new tariffs went into effect on April 8, 2014.

CPFL Piratininga

On October 21, 2014, via Ratification Resolution 1,810, ANEEL increased the electricity tariffs of CPFL Piratininga by 19.73%, 15.81% of which related to economic tariff adjustments and 3.92% related to financial components independent of the Tariff Adjustment, corresponding to an average effect of 22.43% perceived by consumers.  This adjustment also included the reimbursement of the final installment of tariff recalculations resulting from the postponement of the Periodic Tariff Review of 2011.  The new tariffs went into effect on October 23, 2014.

RGE

On June 17, 2014, via Ratification Resolution 1,739, ANEEL increased the electricity tariffs of RGE by 21.82%, 18.83% of which related to economic tariff adjustments and 2.99% related to financial components independent of the Tariff Adjustment, corresponding to an average effect of 22.77% perceived by consumers.  The new tariffs went into effect on June 19, 2014.

 

CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa

On January 30, 2014, ANEEL published in the Brazilian Federal Register, the 2014 Annual Tariff Adjustments for the distributors CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa, as shown below:

 

Annual Tariff Adjustment (RTA)

CPFL Santa Cruz

CPFL Leste Paulista

CPFL Jaguari

CPFL Sul Paulista

CPFL Mococa

Resolution

1,682

1,681

1,680

1,677

1,679

Economic RTA

9.89%

-4.74%

1.17%

-3.16%

2.00%

Financial Components

4.96%

-2.93%

-4.90%

-2.35%

-4.07%

Total TRI

14.86%

-7.67%

-3.73%

-5.51%

-2.07%

Average Effect

26.00%

-5.32%

3.70%

0.43%

-9.53%

The new tariffs went into effect on February 3, 2014.

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Generation Segment

Electricity sale contracts of generators contain specific adjustment clauses, whose main index is the average annual variation measured by the IGP-M.  Contracts signed in the Regulated Contracting Environment (ACR) are indexed to the IPCA, and bilateral contracts signed by Enercan use a combination of dollar and IGP-M indexes.

 

3.        Operating Performance

 

ENERGY SALES

In 2014, sales to the captive market totaled 43,160 GWh, up 4.9% from 2013, while energy supplied to free clients, billed through the Distribution System Use Tariff (TUSD), fell 3.0% to 16,802 GWh as a result of the slowdown in economic activity, which impacted consumption by large industrial clients.  As such, sales in the concession area, made through the distribution segment, increased by 2.6% to 59,962 GWh.

The company posted notable growth in residential and commercial segments, which together accounted for 44.3% of total consumption in the concession areas of the Group’s distributors:

·       Residential and commercial segments: 7.0% and 7.9% increase, respectively, driven by high temperatures, particularly in early 2014, and the accumulated effects of increased employment and income, increased purchasing power among consumers and expansion of consumer credit in recent years, which led to an increase in consumer appliances in households.

·       Industrial segment: down 3.4%, influenced by weak industrial production, resulting from decreased exports, unfavorable outlook among the business community, high inventory levels and an adverse domestic scenario, as well as infrastructure deficiencies.

Commercialization and generation sales (excluding related parties) came to 16,431 GWh, down 11.2% due to reduced sales by our Commercialization arm in bilateral contracts.   In recent years, CPFL Brasil has been focusing its energy sales efforts on special clients that acquire energy from alternative sources. The number of free and special clients in the portfolio came to 290 in December 2014, versus 284 in December 2013.

 

PERFORMANCE IN THE ELECTRICITY DISTRIBUTION SEGMENT

The Group maintained its strategy of encouraging the dissemination and sharing of best management and operational practices at its distributors in an effort to increase operational efficiency and improve the quality of services provided to clients.

Below are the results posted by distributors in the main indicators that measure quality and reliability of power supply.  The Equivalent Duration of Interruptions (DEC) measures the average duration, in hours, of interruptions suffered by consumers in the year, while the FEC (Equivalent Frequency of Interruptions) measures the average number of interruptions suffered per consumer per year.

 

2014 DEC and FEC Indicators (updated values)

Company

CPFL Paulista

CPFL Piratininga

RGE

CPFL Santa Cruz

CPFL Leste Paulista

CPFL Jaguari

CPFL Sul Paulista

CPFL Mococa

Indicator

DEC

6.92

6.98

18.77

6.75

8.4

5.36

9.55

6.76

FEC

4.87

4.2

9.14

5.29

6.19

4.31

6.91

7.26

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

PERFORMANCE IN THE ELECTRICITY GENERATION SEGMENT

In 2014, CPFL Energia continued its expansion in the Generation segment, with a 9.3% increase in installed capacity, from 2,860 MW to 3,127 MW, considering its 51.6% stake in CPFL Renováveis in both periods, for purposes of comparison. This increase was driven by growth in CPFL Renováveis. In February 2014, the Company completed the acquisition of 100% of shares in Rosa dos Ventos Geração e Comercialização de Energia S.A. (Rosa dos Ventos), which holds authorization from ANEEL to explore the Canoa Quebrada (10.5 MW in installed capacity and operational since December 2008) and Lagoa do Mato (3.23 MW in installed capacity and operational since June 2009) wind farms. In March 2014, the Atlântica Complex of wind farms began operations, with 120 MW in installed capacity.  The wind farms found at the Macacos I Complex, with a total of 78.2 MW in installed capacity, were deemed apt to operate by ANEEL as of May 2014.  The joint venture between CPFL Renováveis and Dobrevê Energia S.A. (DESA) was concluded in September 2014, effective as of October 2014, adding 277.6 MW in installed operational capacity and 53.2 MW in installed capacity currently under construction.

 

                                                

4.        Economic and Financial Performance

 

The Management’s comments on economic and financial performance and the operating results should be read together with the financial statements and notes to the financial statements.

 

Operating Revenues

Net operating revenues, excluding revenue from the construction of concession infrastructure, grew 20.0% (R$2,731 million), reaching a total of R$16,361 million, mainly due to the 21.0% increase in the Distribution segment (R$2,215 million), driven by tariff adjustments applied during the year and the recognition of the balance of sector financial assets, in accordance with CVM Resolution 732/14, in the amount of R$831 million.  Other segments contributed with increases of 20.0%, 22.5% and 16.7%, respectively, in Conventional Generation (R$121 million), Generation from Renewable Sources (R$181 million) and Commercialization and Services (R$277 million). 

It is important to note that a portion of sales by these generation projects is made to other CPFL Group companies and the corresponding revenue is eliminated in the consolidated report.

 

Operating Cash Flow - EBITDA

EBITDA is a non-accounting measurement calculated by Management as the sum of income, taxes, financial income/loss, depreciation and amortization.  This measurement serves as an indicator of management performance and is monitored by the market.  Management complied with the concepts of CVM Instruction 527 of October 4, 2012, while calculating this non-accounting measurement.

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Reconciliation of Net Income and EBITDA

 

2014

2013

Net Income

886,443

949,036

Depreciation and Amortization

1,161,145

1,056,469

Financial Income/Loss

1,089,454

971,443

Social contribution

168,989

156,756

Income tax

454,871

413,408

EBITDA

3,760,903

3,547,112

 

Operating cash flow, as measured by EBITDA, came to R$3,761 million, up 6.0% (R$214 million), mainly due to a 20.0% increase in net revenue, excluding income from construction of concession infrastructure, in the amount of R$2,731 million, and a portion of this increase was due to the recognition of the balance of financial sector assets (known as regulatory assets until 2013) (R$831 million).  This effect was partially offset by the 29.8% increase in electricity costs (R$2,446 million), the decrease in equity income (R$61 million) and the variation in operating costs, including expenses with private pension fund, which lagged inflation (R$13 million).

 

Net Income

In 2014, Net Income came to R$886 million, down 6.6% (R$63 million), due to: (i) an increase in net financial expenses (R$118 million); (ii) an increase in depreciation and amortization (R$105 million), mainly due to the startup of new generation projects of CPFL Renováveis; and (iii) income tax and social contribution (R$54 million).  These effects were partially offset by a 6.0% increase in EBITDA (R$214 million). 

 

Allocation of Net Income from the Fiscal Year

The Company’s Bylaws require the distribution of at least 25% of net income adjusted according to law, as dividends to its shareholders.  The proposal for allocation of net income from the fiscal year is shown below:

 

  Thousands of R$ 
Net income of the fiscal year - Individual  949,177  
Results from previous years  26,055  
Prescribed dividend  5,722  
Net income base for allocation  980,954  
Legal reserve  (47,459)  
Reversal of reserve of retained earnings for investment  108,987  
Interim dividends  (422,195)  
Statutory reserve - concession financial asset  (65,400  
Statutory reserve - strengthening of working capital  (554,888)  

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

For this fiscal year, considering that the Company has already distributed R$ 422 million in dividends (44.5% of net income from the fiscal year), which is higher than the mandatory minimum, and considering (i) the current adverse economic scenario, (ii) the unpredictable nature of the water situation and (iii) the uncertainties regarding market projections for distributors due to energy efficiency campaigns and extraordinary tariff increases, the Company’s Management proposes the allocation of R$ 555 million to the statutory reserve – strengthening of working capital.

 

Stock Dividend for Shareholders

To strengthen the Company’s capital structure, the Board of Executive Officers meeting held on March 16, 2015, recommended that the Board of Directors propose to the Shareholders Meeting the capitalization of the balance of the statutory reserve – strengthening of working capital, through the issue of new shares to shareholders.  This proposal will be submitted for approval by the Extraordinary Shareholders Meeting called for April 29, 2015.

 

Debt

At the close of 2014, gross financial debt (including derivatives) came to R$18,555 million, up 11.1%.  Cash and cash equivalents totaled R$4,357 million, up 3.6%.  As such, net debt grew 13.6% to R$14,198 million.

The increase in financial debt was to support the strategic expansion of the Group’s business, such as financing for greenfield projects conducted by CPFL Renováveis.  Furthermore, however, CPFL Energia adopts a pre-funding strategy whereby it anticipates funding of debt that matures in 18 to 24 months. 

The nominal cost of debt increased 1.7 percentage points to 10.2% per year due to the hike in the Selic interest rate, while average debt term is 3.79 years.

 

5.        Investments

 

In 2014, investments of R$ 1,062 million were made in business maintenance and expansion, of which R$ 702 million was directed to distribution, R$ 265 million to generation (R$ 251 million to CPFL Renováveis and R$ 14 million to conventional generation) and R$ 94 million to commercialization and services. In addition, we invested R$ 57 million in the construction of CPFL Transmissão’s  transmission lines and,  according to the requirements of IFRIC 12, it was recorded as “Financial Asset of Concession” in non current assets. CPFL Energia also recorded R$ 181 million in Special Obligations in the fiscal year, among other items financed by the consumer.

CPFL Energia’s investments in 2014 include:

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

6.        Corporate Governance

 

The corporate governance model adopted by CPFL Energia ("CPFL" or "Company") and its subsidiaries is based on the principles of transparency, equity, accountability and corporate responsibility.

In 2014, CPFL marked 10 years since being listed on the BM&FBovespa and the New York Stock Exchange (“NYSE”).  With more than 100 years of history in Brazil, the Company’s shares are listed on the Novo Mercado Special Listing Segment of the BM&FBovespa with Level III ADRs, a special segment for companies that comply with corporate governance best practices.  All CPFL shares are common shares, entitling all shareholders the right to vote with 100% Tag Along rights guaranteed in case of sale of shareholding control.

CPFL’s Management is composed of the Board of Directors (Board), its decision-making authority, and the Board of Executive Officers, its executive body.  The Board is responsible for defining the strategic business direction of the holding company and subsidiaries, and is composed of 7 external members, one of whom an Independent Member, whose term of office is 1 year and who are eligible for reelection.

The Bylaws of the Board establishes the procedures for evaluating the directors, under the leadership of the Chairman, their main duties and rights.

The Board set up three advisory committees (Management Processes, People Management and Related Parties), all coordinated by a director, which support the Board in its decisions and monitor relevant and strategic themes, such as people and risk management, monitoring of internal audits and analysis of transactions with Parties Related to controlling shareholders and handling of incidents recorded through complaint hotlines and ethical conduct channels.

To ensure that best practices permeate all activities of the Board and its relations with the Company while the Board members are focused on their decision-making functions, in 2006 the Company created the Board of Directors Advisory Council, which reports directly and solely to the Chairman of the Board.

This Advisory Council acts as the guardian of best practices to ensure compliance with Governance Guidelines; speed of communication between the Company and its Board members; quality and timeliness of information; integration and evaluation of members of the Board of Directors and the Audit Board; constant improvement of governance processes and institutional relations with government authorities and entities.

The Board of Executive Officers is made up of 1 Chief Executive Officer and 5 Vice Presidents, with terms of two years, eligible for reelection, responsible for executing the strategy of CPFL and its subsidiaries as defined by the Board of Directors in line with governance guidelines.  To ensure alignment of governance practices, Executive Officers sit on the Boards of Directors of companies that make up the CPFL group and nominate their respective executive officers.

CPFL has a permanent Audit Board, made up of 5 members, that also exercises the duties of the Audit Committee, in line with Sarbanes-Oxley law (SOX) rulings applicable to foreign companies listed on U.S. stock exchanges.

The guidelines and documents on corporate governance are available at the Investor Relations website http://www.cpfl.com.br/ri.

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

7.        Capital Markets

 

The shares of CPFL Energia, which currently has a free float of 30.5%, are listed both on the São Paulo Stock Exchange (BM&FBovespa) and the New York Stock Exchange (NYSE). In 2014, CPFL Energia shares appreciated 5.2% on the BM&FBovespa and depreciated 4.6% on the NYSE, closing the year at R$18.49 per share and US$13.57 per ADR, respectively. The average daily trading volume in 2014 was R$38.2 million, of which R$22.5 million on the BM&FBovespa and R$15.7 million on the NYSE, representing an increase of 5.8% over 2013. Number of trades on the BM&FBovespa increased 31.5%, from a daily average of 4,208 trades in 2013 to 5,535 in 2014.

 

8.        Sustainability and Corporate Responsibility

 

CPFL Energia implements initiatives that seek to generate value for all stakeholders and to mitigate the impacts of its operations through management of economic, environmental and social risks associated with its business.  Below are the highlights from the fiscal year:

Sustainability platform: CPFL Group’s sustainability management tool. Includes: a) Relevant topics considered critical for conducting business, defined in conjunction with stakeholders, to guide the company’s operations; b) Value drivers and initiatives related to the topics; c) Strategic, corporate and business segment indicators, with performance targets aimed at continuous improvement.

Sustainability Committee: main internal authority for sustainability governance, also responsible for monitoring the Platform. The Committee meets nine times a year.

Ethics Management and Development System (SGDE):  in 2014, the Ethics Committee held 11 meetings to improve SGDE and address the demands received by the Ethics Channel.  The Committee has already published 16 Guideline Summaries to provide guidance for decisions, attitudes and behavior of all its employees.  The Code of Ethics is currently undergoing revision and awaiting final approval by the Board of Executive Officers and the Board of Directors before distribution to all employees by the end of 2015.  In 2014, the Company set up 3 Local Ethics Committees at RGE, CPFL Renováveis and CPFL Paulista and Piratininga, in an effort to decentralize SGDE, bring the Ethics Committee closer to employees and promote its legitimacy while also empowering employees at their bases as a part of the strategy for disseminating ethics to all CPFL Group companies.

Human Resource Management: the company ended 2014 with 8,838 employees (8,391 in 2013), with turnover of 23.40% (20.90% in 2013). The Group companies maintained their management and training programs focused on developing strategic business skills, leadership succession, productivity and occupational health and safety. Average training hours per employee was 78.4 hours (76.69 in 2013), above the 2012 Sextant Survey average of 50 hours. Also, for the thirteenth consecutive year CPFL Energia was included in the “150 Best Places to Work in Brazil” ranking published by Guia Você S/A / Exame, with improvements in Knowledge Management, Electrician School and Talent Management.

Value Network: in 2014, a total of 51 suppliers participated in six bimonthly meetings, one training session on carbon management and two working groups on Pronas (National Program for Healthcare of the Disabled) and Pronatec (National Program for Vocational Courses). The Ethos Indicators were completed to arrive at a consolidated diagnosis of the Group, which resulted in a work plan focused on six strategic topics, three of which were covered in 2014: Employee Relations (Full-time, outsourced, temporary or part-time), Code of Conduct and Combatting corruption. 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Community relations: (i) Culture – important partnerships, such as with Gesel – UFRJ and the Sustainable Planet Program, guided debates on the environment and new sources of energy in the country, which were presented in the Contemporary Invention program.  These and other meetings were recorded, edited, released on social media and shown on TV Cultura and at www.cpflcultura.com.br.  In addition to debates, free to the public and transmitted live, CPFL Cultura also organized free movie sessions in 2014 in honor of renowned directors, such as Woody Allen and Pedro Almodóvar, classical music concerts, and took the Art and Culture circuit to the interior region of São Paulo, which included concerts for children and exhibition of Brazilian films in partnership with the Cinesolar project, a travelling theater powered by solar power; (ii) Program for Revitalization of Philanthropic Hospitals - aims to improve the administrative performance of philanthropic hospitals and improve their services to the community.  In 2014, the Company closed yet another cycle of the Program for Revitalization of Philanthropic Hospitals, which serves the regions of Campinas and São José do Rio Preto in the state of São Paulo.  This phase saw the participation of 15 philanthropic hospitals, of which 4 received Gold certification, 7 Silver and 4 Bronze, representing an average improvement of 320% in the management of hospitals hosting the program.  Furthermore, the Program contributed to a 77% decrease in overall delinquency among philanthropic hospitals between 2012 and 2014.  Investments in 2014 came to R$342,000.  Additionally, in 2014 the Company launched a new phase of the Program that will serve philanthropic hospitals in the regions of Barretos, Marília and Ribeirão Preto, all in São Paulo, for the next two years; (iii) Support to Municipal Councils for the Rights of Children and Adolescents – CMDCA (1% of Income Tax) - the Group companies allocated R$1.2 million to nine projects in nine cities in their concession area.  These projects were selected based on criteria that considered the submission of documents proving the regular status of the Councils and their Funds, alignment of the project with the project notice published, the company’s causes and the availability of funds; (iv) Support to Municipal Councils for the Rights of the Elderly – CMDI (1% of Income Tax) - In 2014, CPFL transferred a total of R$1.2 million to three projects in three cities; (v) National Plan for Oncological Support – PRONON (1% of Income Tax) - in 2014, CPFL provided R$1.3 million to the Barretos Cancer Hospital.  PRONON aims to capture and channel funds to prevent and fight cancer; (vi) National Program for Healthcare of the Disabled (PRONAS / PCD) - in 2014, CPFL supported two projects in Campinas for a total of R$933,000; (vii) Volunteer work – the new governance and management structure was defined, which consists of one management committee and 15 regional volunteer teams, in addition to the implementation of a statement of adherence to volunteer work and the definition of performance indicators. The number of employees participating in these actions tripled in 2014, from 97 to 426, benefitting 19 cities, 37 entities, nearly 3,330 people and mobilizing 141 local partners.  (viii) Energy Efficiency (0.5% of net operating income) – more than R$57.5 million in investments, including R$34.2 million for projects aimed at underprivileged consumers, which resulted in the regularization of 1,570 customers, replacement of 8,910 refrigerators, 5,195 heat exchangers and 122,432 light bulbs with more efficient models, in addition to 1,695 internal electrical renovations and the installation of 4,300 solar heaters.  The Company also conducted educational projects, CPFL nas Escolas and the Caravana RGE, at 907 municipal and state schools, training 85,884 students and 5,020 teachers in 107 cities at an investment of more than R$3.8 million.  The Company also improved the efficiency of 296 public buildings and municipal and state schools through an investment of more than R$9.7 million; (ix) Electrician School – aims to train a group of skilled electricians and mitigate risks of a labor blackout.  This is also a social investment as it offers free training for the labor market, while also training future employees before hiring them. As of 2014, we had trained 115 new electricians, 77 of whom were hired; and (x) SENAI Apprentice – program created in 2012 and maintained through investments in 2013 and 2014.  The program trains students through the SENAI School and at the end of training, those that excelled in the course are hired.  As of 2014, we had trained 74 youth and hired 37. CPFL also began a new partnership with SENAI to train 33 students from the community in the Power Disconnection and Reconnection course.  Training will be completed in 2015, the year in which new partnerships will begin with SENAI using PRONATEC funds.  

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

Environmental management: (i) CPFL Energia’s 2013 inventory of Greenhouse Gas (GHG) emissions was awarded a gold medal by the Brazilian GHG Protocol Program; (ii) the company’s shares were once again included in the Dow Jones Sustainability Emerging Markets Index. CPFL Energia’s shares were also included, for the tenth consecutive year, in the Corporate Sustainability Index (ISE) of the BM&FBovespa for 2015; and (iii) each Group company implemented projects to mitigate the social and environmental impacts of its projects, including:

Electricity generation – Foz do Chapecó HPP - (i) a total of 300,000 fry were released into the reservoir, produced by the Águas do Chapecó Aquaculture Station in Santa Catarina, to repopulate the Uruguay River; (ii) on October 1, the company underwent its first External Audit of the Integrated Management System, which recommended the maintenance of certifications obtained by the company in 2013; (iii) the Biofábrica plant set up by the Company in Alpestre/RS delivered more than 9,000 seedlings (banana, sugarcane, pitaya and pineapple) for planting at demonstration units in communities surrounding the Plant. Biofábrica produces seedlings of the highest genetic quality at its laboratories to strengthen local family farming; (iv) agreements signed with three fishermen associations. Each member fisherman received funds to acquire a freezer and equipment; Ceran maintains an Integrated Management System at the company's headquarters and its plants (Monte Claro, Castro Alves and 14 de Julho).  The system meets the requirements of the ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 standards; Companhia Energética Rio das Antas (Ceran) – maintains an Integrated Management System at its headquarters and its plants (Monte Claro, Castro Alves and 14 de Julho).  The system meets the requirements of the ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 standards; Campos Novos HPP (Enercan) – (i) in 2014, ENERCAN supported a number of actions focused on the region’s development in the cultural, social and environmental and economic areas, supporting 67 projects and generating nearly 395 direct and indirect jobs, benefitting nearly 100,000 people. One example is the Environment Protectors Project, focused on environmental education, which includes a training program for two groups from the cities of Campos Novos and Abdon Batista in partnership with the Environmental Military Police of Santa Catarina, training young students to act as multipliers of environmental conservation; (ii) for the third consecutive year, ENERCAN implemented the Permanent Preservation Area Conservation Project together with people living near its reservoir at the Campos Novos HPP; and (iii) the company obtained approval from the state environment authority for its Environmental Plan for Conservation and Use of Reservoir Water and Surroundings (PCAU), which regulates the use of APP areas and the reservoir created by the plant; (iv) in December the Company received, from the Santa Catarina Environmental Foundation (FATMA), renewal of its Environmental Operating License, valid for the next ninety-six (96) months; Barra Grande HPP (BAESA) – (i) in 2014, the Social and Environmental Responsibility Program supported 48 projects in cities within the area of influence of the Barra Grande HEP, focused on income generation, the environment, culture, sports, public security and social development; (ii) implementation of the third edition of the Program to Encourage Conservation of the Permanent Preservation Area of the Reservoir, which recognizes actions by inhabitants of the region to preserve vegetation; (iii) in March, BAESA renewed its Operating License for one hundred twenty (120) months, with a decrease in the number of conditioning factors by 14, from 25 for the previous license to 11 for the current license; (iv) the company released its first batch of native fish into the reservoir that is part of the plant's ichthyofauna program, which envisages the release 130,000 fry in 2014, 2015 and 2016. At the event held in November, a total of 4,500 fry of three species (piracanjuva, gilded catfish and curimbatá) was released and students from the municipal school in Capão Alto/SC participated in the event, which was also witnessed by the Environmental Military Police, the Fire Department, the press and municipal authorities; (v) for the third consecutive year, BAESA received ODM Certification from the Nós Podemos Santa Catarina (Yes We Can Santa Catarina) movement for its work to defend the Millennium Development Goals.

·         Energy distribution – (i) continuation of the Urban Road Arborization Program, donating seedlings to municipal authorities in the state of São Paulo; (ii) for environmental emergencies, distributors have agreements with a specialized company and have environmental insurance.  For limited incidents, Advanced Stations and vehicles equipped with hydraulic devices carry environmental emergency kits for immediate use; (iii) CETESB (the environmental agency of the state of São Paulo) issued Operating Licenses for the electrical systems of CPFL Paulista, CPFL Leste Paulista and CPFL Sul Paulista, and Authorizations for the Maintenance of Safety Buffers for Rural Distribution Lines to seven of the group’s distributors in the state of São Paulo.

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

9.        Independent Auditors

 

Deloitte Touche Tohmatsu Auditores Independentes (Deloitte) was hired by CPFL Energia to provide external audit services for the Company’s financial statements. In accordance with CVM Instruction 381/03, we inform that Deloitte did not provide, in 2014, any services not related to audit, whose fees were more than 5% of all fees received for this service.

In the fiscal year ended December 31, 2014, apart from the audit of financial statements and review of interim information, Deloitte provided the following audit services:

 

        Percentage of 
        total audit 
Nature  Agreement date  Term  Value  agreement 
DIPJ review  03/12/2012  Calendar year 2014  167,614.89  2 % 
Review of the procedures related to the use of tax incentive  02/28/2014  5 months  29,306.13  0 % 
(IRPJ/CSLL) - Technological Innovation           
Audit of financial items and parcel "A" account (CVA)  03/12/2012  Calendar year 2014  461,087.94  6 % 
Audit for the Regulatory Accounting Statements  03/31/2014  Average of 5 months  497,690.01  6 % 
Assurance on compliance with financial covenants  05/09/2014  Calendar year 2014  345,971.10  4 % 
Accounting Reports  03/12/2014  5 months  245,625.03  3 % 
Due Diligence  05/02/2014  3 months  412,857.15  5 % 
Work of agreed procedures  01/10/2014  Average of 3 months  31,716.09  0 % 
Report of Asset Control  05/02/2014  1 month  102,623.84  1 % 
      2,294,492.18  28 % 

As can be seen, the CPFL Energia did not hire Deloitte to provide non-audit services in fiscal year 2014.

As a policy, CPFL Energia does not hire independent auditors to provide non-audit services. The hiring of independent auditors, in accordance with the Bylaws, is recommended by the Fiscal Council, and the Board of Directors deliberates on the selection or removal of independent auditors.

The Management of CPFL Energia declares that all the services were provided strictly in accordance with the standards that deal with the independence of independent auditors in audit work and did not represent situations that could affect the independence and objectivity required by Deloitte to carry out external audit services.

 

10.        Acknowledgements

 

The Management of CPFL Energia thanks its shareholders, customers, suppliers and communities in the areas of operations of its subsidiaries for their trust in the company in 2014. It also thanks, in a special way, its employees for their competence and dedication in meeting the objectives and targets set.

The Management

 

For more information on the performance of this and other companies of the CPFL Energia Group, visit www.cpfl.com.br/ir.

36


 

 

 

 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Annual Social Report - 2014 / 2013 (*)

 

Company: CPFL Energia S.A. Consolidated

 

1 - Basis for Calculation

2014 Value (R$ thousand)

2013 Value (R$ thousand)

Net Revenues (NR)

17,305,942

14,633,856

Operating Result (OR)

1,510,304

1,519,200

Gross Payroll (GP)

684,724

648,975

2 - Internal Social Indicators

Value (thousand)

% of GP

% of NR

Value (thousand)

% of GP

% of NR

Food

60,796

8.88%

0.35%

54,505

8.40%

0.37%

Mandatory payroll taxes

182,999

26.73%

1.06%

175,130

26.99%

1.20%

Private pension plan

38,630

5.64%

0.22%

39,292

6.05%

0.27%

Health

38,699

5.65%

0.22%

35,338

5.45%

0.24%

Occupational safety and health

3,102

0.45%

0.02%

3,146

0.48%

0.02%

Education

2,154

0.31%

0.01%

2,454

0.38%

0.02%

Culture

0

0.00%

0.00%

0

0.00%

0.00%

Trainning and professional development

7,685

1.12%

0.04%

10,801

1.66%

0.07%

Day-care / allowance

969

0.14%

0.01%

951

0.15%

0.01%

Profit / income sharing

62,283

9.10%

0.36%

35,295

5.44%

0.24%

Others

6,787

0.99%

0.04%

5,811

0.90%

0.04%

Total - internal social indicators

404,104

59.02%

2.34%

362,723

55.89%

2.48%

3 - External Social Indicators

Value (thousand)

% of OR

% of NR

Value (thousand)

% of OR

% of NR

Education

125

0.01%

0.00%

909

0.06%

0.01%

Culture

8,723

0.58%

0.05%

11,992

0.79%

0.08%

Health and sanitation

346

0.02%

0.00%

634

0.04%

0.00%

Sport

1,373

0.09%

0.01%

1,553

0.10%

0.01%

War on hunger and malnutrition

0

0.00%

0.00%

0

0.00%

0.00%

Others

6,455

0.43%

0.04%

6,960

0.46%

0.05%

Total contributions to society

17,022

1.13%

0.10%

22,048

1.45%

0.15%

Taxes (excluding payroll taxes)

4,911,425

325.19%

28.38%

4,292,848

282.57%

29.34%

Total - external social indicators

4,928,447

326.32%

28.48%

4,314,896

284.02%

29.49%

4 - Environmental Indicators

Value (thousand)

% of OR

% of NR

Value (thousand)

% of OR

% of NR

Investments relalated to company production / operation

31,837

2.11%

0.18%

37,407

2.46%

0.26%

Investments in external programs and/or projects

57,625

3.82%

0.33%

59,047

3.89%

0.40%

Total environmental investments

89,462

5.92%

0.52%

96,454

6.35%

0.66%

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

2014

2013

Nº of employees at the end of period

9,136

8,391

Nº of employees hired during the period

2,405

1,778

Nº of outsourced employees

ND

ND

Nº of interns

188

130

Nº of employees above 45 years age

2,107

2,011

Nº of women working at the company

2,146

1,969

% of management position occupied by women

9.94%

14.29%

Nº of Afro-Brazilian employees working at the company

1,684

1,340

% of management position occupied by Afro-Brazilian employees

1.17%

2.22%

Nº of employees with disabilities

289

273

6 - Relevant information regarding the exercise of corporate citizenship

2014

2013

Ratio of the highest to the lowest compensation at company

21.03

20.27

Total number of work-related accidents

54

31

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

1,964,743

3,112

6,025

1,778,161

3,005

7,228

% 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%

5.8%

100%

100%

10.3%

Total value-added to distribute (R$ 000):

2,014

8,766,905

 

2,013

7,876,452

 

Value-Added Distribution (VAD):

57.5% government 9.3% employees 8.7% shareholders
23.1% third parties 1.4% retained

56.1% government 9.5% employees 10.6% shareholders
22.3% third parties 1.4% retained

7 - Other information

 

 

 

 

 

 

Responsible: Sergio Luis Felice, phone: 55-19-3756-8018, [email protected]

(*) Information not reviewed by the independent auditors

 

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Notes to Financial Statements

Assets

                 

CPFL ENERGIA S.A.

Balance Sheets as of December 31, 2014 and 2013

(in thousands of Brazilian reais)

   

Parent company

 

Consolidated

Assets

Note

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

                 

Current

               

Cash and cash equivalents

5

799,775

 

990,672

 

4,357,455

 

4,206,422

Consumers, concessionaires and licensees

6

-

 

-

 

2,251,124

 

2,007,789

Dividends and interest on shareholders´ equity receivable

13

942,367

 

697,702

 

54,483

 

55,265

Financial investments

 

-

 

-

 

5,324

 

24,806

Recoverable taxes

7

49,071

 

29,874

 

329,638

 

262,433

Derivatives

35

-

 

-

 

23,260

 

1,842

Sector financial asset

8

-

 

-

 

610,931

 

-

Materials and supplies

 

-

 

-

 

18,505

 

21,625

Leases

10

-

 

-

 

12,396

 

10,757

Financial asset of concession

11

-

 

-

 

540,094

 

-

Other credits

12

976

 

1,984

 

1,011,495

 

673,383

Total current

 

1,792,189

 

1,720,232

 

9,214,704

 

7,264,323

                 

Noncurrent

               

Consumers, concessionaires and licensees

6

-

 

-

 

123,405

 

153,854

Loans to subsidiaries, associates and joint ventures

32

12,089

 

8,948

 

100,666

 

86,655

Escrow deposits

22

546

 

92

 

1,162,477

 

1,143,179

Recoverable taxes

7

-

 

-

 

144,383

 

173,362

Sector financial asset

8

-

 

-

 

321,788

 

-

Derivatives

35

-

 

-

 

584,917

 

316,648

Deferred taxes credits

9

150,628

 

165,798

 

938,496

 

1,168,706

Advances for future capital increase

13

55,157

 

59,397

 

-

 

-

Leases

10

-

 

-

 

35,169

 

37,817

Financial asset of concession

11

-

 

-

 

2,834,522

 

2,787,073

Investment at cost

 

-

 

-

 

116,654

 

116,654

Other credits

12

15,818

 

14,389

 

388,828

 

296,096

Investment

13

6,290,998

 

6,419,924

 

1,098,769

 

1,032,681

Property, plant and equipment

14

843

 

1,000

 

8,878,064

 

7,717,419

Intangible assets

15

18

 

32

 

9,155,973

 

8,748,328

Total noncurrent

 

6,526,098

 

6,669,579

 

25,884,112

 

23,778,473

                 

Total assets

 

8,318,287

 

8,389,811

 

35,098,816

 

31,042,796

 

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

 

 

38


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Liabilities and shareholders’ equity

CPFL ENERGIA S.A.

Balance Sheets as of December 31, 2014 and 2013

(in thousands of Brazilian reais)

                   
     

Parent company

 

Consolidated

Liabilities and shareholders' equity

Note

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

                   

Current

                 

Suppliers

16

 

791

 

1,127

 

2,374,147

 

1,884,693

Accrued interest on debts

17

 

-

 

-

 

97,525

 

125,829

Accrued interest on debentures

18

 

15,020

 

12,438

 

293,108

 

162,134

Loans and financing

17

 

-

 

-

 

1,093,500

 

1,514,626

Debentures

18

 

1,289,386

 

-

 

2,042,075

 

34,872

Post-employment benefit obligation

19

 

-

 

-

 

85,374

 

76,810

Regulatory charges

20

 

-

 

-

 

43,795

 

32,379

Taxes and social contributions payable

21

 

1,859

 

359

 

436,267

 

318,063

Dividends and Interest on Equity

   

13,555

 

15,407

 

19,086

 

21,224

Accrued liabilities

   

-

 

10

 

70,252

 

67,633

Derivatives

35

 

-

 

-

 

38

 

-

Sector financial liability

8

 

-

 

-

 

21,998

 

-

Public Utilities

23

 

-

 

-

 

4,000

 

3,738

Other accounts payable

24

 

17,877

 

16,904

 

835,941

 

663,529

Total current

   

1,338,488

 

46,246

 

7,417,104

 

4,905,531

                   

Noncurrent

                 

Suppliers

16

 

-

 

-

 

633

 

-

Accrued interest on debts

17

 

-

 

-

 

60,717

 

43,396

Accrued interest on debentures

18

 

-

 

-

 

-

 

32,177

Loans and financing

17

 

-

 

-

 

9,426,634

 

7,546,144

Debentures

18

 

-

 

1,287,912

 

6,136,400

 

7,562,219

Post-employment benefit obligation

19

 

-

 

-

 

518,386

 

350,640

Taxes and social contributions payable

21

 

-

 

-

 

-

 

32,555

Deferred taxes debits

9

 

-

 

-

 

1,385,498

 

1,117,146

Reserve for tax, civil and labor risks

22

 

725

 

260

 

490,858

 

467,996

Derivatives

35

 

-

 

-

 

13,317

 

2,950

Public utilities

23

 

-

 

-

 

80,992

 

79,438

Other accounts payable

24

 

35,540

 

31,495

 

183,766

 

103,886

Total noncurrent

   

36,264

 

1,319,667

 

18,297,200

 

17,338,547

                   

Shareholders' equity

25

               

Capital

   

4,793,424

 

4,793,424

 

4,793,424

 

4,793,424

Capital reserves

   

468,082

 

287,630

 

468,082

 

287,630

Profit reserves

   

650,811

 

603,352

 

650,811

 

603,352

Reserve of retained earnings for investment

   

-

 

108,987

 

-

 

108,987

Statutory reserve - financial asset of concession

   

330,437

 

265,037

 

330,437

 

265,037

Statutory reserve - working capital improvement

   

554,888

 

-

 

554,888

 

-

Dividend

   

-

 

567,802

 

-

 

567,802

Other comprehensive income

   

145,893

 

397,668

 

145,893

 

397,668

     

6,943,535

 

7,023,899

 

6,943,535

 

7,023,899

Net equity attributable to noncontrolling shareholders

   

-

 

-

 

2,440,978

 

1,774,819

Total shareholders' equity

   

6,943,535

 

7,023,899

 

9,384,513

 

8,798,718

                   

Total liabilities and shareholders' equity

   

8,318,287

 

8,389,811

 

35,098,816

 

31,042,796

 

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

 

 

39


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Statement of income

CPFL ENERGIA S.A.

Statement of income for the years ended on December 31, 2014 and 2013

(in thousands of Brazilian reais, except for Earnings per share)

                 
   

Parent company

 

Consolidated

Statement of income

Note

2014

 

2013

2014

 

2013

                 

Net operating revenue

27

61

 

1,649

 

17,305,942

 

14,633,856

Cost of electric energy services

               

Cost of electric energy

28

-

 

-

 

(10,643,130)

 

(8,196,687)

Operating cost

29

-

 

-

 

(1,672,359)

 

(1,467,516)

Services rendered to third parties

29

-

 

-

 

(946,052)

 

(1,009,518)

   

 

 

 

 

 

 

 

Gross operating income

 

61

 

1,649

 

4,044,401

 

3,960,135

Operating expenses

29

             

Sales expenses

 

-

 

-

 

(402,698)

 

(376,597)

General and administrative expenses

 

(26,175)

 

(22,626)

 

(773,630)

 

(928,614)

Other operating expense

 

-

 

-

 

(328,000)

 

(285,148)

   

 

 

 

 

 

 

 

Income from electric energy service

 

(26,114)

 

(20,977)

 

2,540,073

 

2,369,775

                 

Interest in subsidiaries, associates and joint ventures

13

1,011,185

 

1,022,779

 

59,684

 

120,868

Financial income (expense)

30

             

Income

 

117,855

 

57,637

 

890,436

 

699,208

Expense

 

(143,319)

 

(84,497)

 

(1,979,890)

 

(1,670,651)

   

(25,464)

 

(26,860)

 

(1,089,454)

 

(971,443)

Income before taxes

 

959,607

 

974,942

 

1,510,304

 

1,519,200

Social contribution

9

5,172

 

(8,257)

 

(168,989)

 

(156,756)

Income tax

9

(15,602)

 

(29,267)

 

(454,871)

 

(413,408)

   

(10,430)

 

(37,523)

 

(623,860)

 

(570,164)

                 

Net income

 

949,177

 

937,419

 

886,443

 

949,036

                 

Net income attributable to controlling shareholders

         

949,177

 

937,419

Net income/(loss) attributable to noncontrolling shareholders

         

(62,733)

 

11,618

Earnings per share attributable to controlling shareholders - basic

26

0.99

 

0.97

 

0.99

 

0.97

Earnings per share attributable to controlling shareholders - diluted

26

0.97

 

0.95

 

0.97

 

0.95

 

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

 

40


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Statement of comprehensive income

CPFL Energia S.A.

Statement of comprehensive income for the years ended on December 31, 2104 and 2013

(In thousands of Brazilian reais – R$)

   

Parent company

   

2014

 

2013

         

Net income

 

949,177

 

937,419

         

Other comprehensive income:

       

Items that will not be reclassified subsequently to profit or loss:

       

Equity on comprehensive income of subsidiaries

 

(225,720)

 

460,226

         

Comprehensive income of the period - parent company

 

723,457

 

1,397,645

         
   

Consolidated

   

2014

 

2013

Net income

 

886,443

 

949,036

         

Other comprehensive income:

       

Items that will not be reclassified subsequently to profit or loss:

       

- Actuarial gain/(loss)

 

(225,720)

 

460,226

         

Comprehensive income of the period - consolidated

 

660,724

 

1,409,262

Comprehensive income attributable to controlling shareholders

 

723,457

 

1,397,645

Comprehensive income attributable to non controlling shareholders

 

(62,733)

 

11,618

 

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

 

41


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Statement of shareholders´ equity

CPFL Energia S.A.

Statement of changes in shareholders' equity for the period ended onDecember 31, 2014 and 2013

(in thousands of Brazilian Reais)

                                                       
                                             

Net equity attributable to
noncontrolling shareholders

   
         

Profit reserves

 

Other comprehensive income

             
         

 

 

 

 

Statutory reserve

 

 

                 

 

 

 

   
 

Capital

 

Capital reserves

 

Legal reserve

 

Earnings retained for investment

 

Financial asset of concession

 

Working capital improvement

 

Dividend

 

Deemed Cost

 

Post-employment benefit obligation

 

Retained earnings

 

Total

 

Other comprehensive income

 

Other equity

 

Total Shareholders' equity

Balance at December 31, 2012

4,793,424

 

228,322

 

556,481

 

326,899

 

-

 

-

 

455,906

 

535,627

 

(572,225)

 

56,293

 

6,380,728

 

19,741

 

1,490,660

 

7,891,129

                                                       

Total comprehensive income

                                                     

Net income for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

937,419

 

937,419

 

-

 

11,617

 

949,036

Comprehensive income - Actuarial gain

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

460,226

 

-

 

460,226

 

-

 

-

 

460,226

                                         

-

           

Internal changes of shareholders'equity

                                       

-

           

- Realization of deemed cost of fixed assets

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(39,336)

 

-

 

39,336

 

-

 

(1,895)

 

1,895

 

-

- Tax on deemed cost realization

-

 

-

 

-

 

-

 

-

 

-

 

-

 

13,374

 

-

 

(13,374)

 

-

 

644

 

(644)

 

-

- Earnings retained for investment

-

 

-

 

-

 

108,987

 

-

 

-

 

-

 

-

 

-

 

(108,987)

 

-

 

-

 

-

 

-

- Legal reserve

-

 

-

 

46,871

 

-

 

-

 

-

 

-

 

-

 

-

 

(46,871)

 

-

 

-

 

-

 

-

- Transfer to statutory reserve

-

 

-

 

-

 

(326,899)

 

326,899

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

- Statutory reserve for the year

-

 

-

 

-

 

-

 

(61,863)

 

-

 

-

 

-

 

-

 

61,863

 

-

 

-

 

-

 

-

- Other changes in non-controlling shareholders

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(68)

 

(68)

                                         

-

           

Capital transactions with the shareholders

                                       

-

           

- Prescribed dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,172

 

5,172

 

-

 

-

 

5,172

- Interim dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(363,049)

 

(363,049)

 

-

 

(2,301)

 

(365,349)

- Additional dividend proposed

-

 

-

 

-

 

-

 

-

 

-

 

567,802

 

-

 

-

 

(567,802)

 

-

 

-

 

-

 

-

- Additional dividend aproved

-

 

-

 

-

 

-

 

-

 

-

 

(455,906)

 

-

 

-

 

-

 

(455,906)

 

-

 

(17,589)

 

(473,495)

- Payment of capital by non-controlling shareholders in subsidiaries

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,566

 

3,566

- IPO of CPFL Renováveis

-

 

59,308

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

59,308

 

-

 

269,191

 

328,500

                                                       
                                                       

Balance at December 31, 2013

4,793,424

 

287,630

 

603,352

 

108,987

 

265,036

 

-

 

567,802

 

509,666

 

(111,998)

 

-

 

7,023,899

 

18,490

 

1,756,328

 

8,798,718

                                                       

Total comprehensive income

                                                     

Net income for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

949,177

 

949,177

 

-

 

(62,733)

 

886,443

Comprehensive income - Actuarial loss

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(225,720)

 

-

 

(225,720)

 

-

 

-

 

(225,720)

                                         

-

         

-

Internal changes of shareholders'equity

                                       

-

         

-

- Realization of deemed cost of fixed assets

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(39,478)

 

-

 

39,478

 

-

 

(2,254)

 

2,254

 

-

- Tax on deemed cost realization

-

 

-

 

-

 

-

 

-

 

-

 

-

 

13,422

 

-

 

(13,422)

 

-

 

766

 

(766)

 

-

- Legal reserve

-

 

-

 

47,459

 

-

 

-

 

-

 

-

 

-

 

-

 

(47,459)

 

-

 

-

 

-

 

-

- Realization/reversal of earnings retained investment

-

 

-

 

-

 

(108,987)

 

-

 

-

 

-

 

-

 

-

 

108,987

 

-

 

-

 

-

 

-

- Statutory reserve for the year

-

 

-

 

-

 

-

 

65,400

 

554,888

 

-

 

-

 

-

 

(620,288)

 

-

 

-

 

-

 

-

- Other changes in non-controlling shareholders

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(33)

 

(33)

                                         

-

         

-

Capital transactions with the shareholders

                                       

-

         

-

- Prescribed dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,722

 

5,722

 

-

 

-

 

5,722

- Interim dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(422,195)

 

(422,195)

 

-

 

(2,382)

 

(424,576)

- Additional dividend proposed

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

- Additional dividend aproved

-

 

-

 

-

 

-

 

-

 

-

 

(567,802)

 

-

 

-

 

-

 

(567,802)

 

-

 

(27,156)

 

(594,958)

- Redemption of capital reserve of non-controlling shareholders

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,189)

 

(2,189)

- Capital increase in subsidiaries with no change in control

-

 

362

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

362

 

-

 

760

 

1,123

- Gain (loss) in participation with no change in control

-

 

(207)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(207)

 

-

 

207

 

-

- Business combination - CPFL Renováveis / DESA

-

 

180,297

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

180,297

 

-

 

653,366

 

833,663

- Business combination - CPFL Renováveis / DESA - effect of non-controlling of subsidiary

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

106,320

 

106,320

                                                     

-

Balance at September 30, 2014

4,793,424

 

468,082

 

650,811

 

-

 

330,437

 

554,888

 

-

 

483,610

 

(337,718)

 

-

 

6,943,535

 

17,003

 

2,423,975

 

9,384,513

 

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

 

 

42


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Statement of cash flow

CPFL Energia S.A.

Statement of cash flow for the periods ended on December 31, 2014 and 2013

(In thousands of Brazilian reais – R$)

               
 

Parent company

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

               

Income, before income tax and social contribution

959,607

 

974,942

 

1,510,304

 

1,519,200

Adjustment to reconcile Income to cash provided by operating activities

             

Depreciation and amortization

173

 

76

 

1,159,964

 

1,055,230

Reserve for tax, civil and labor risks

640

 

267

 

191,228

 

316,787

Allowance for doubtful accounts

-

 

-

 

83,699

 

70,324

Interest and monetary adjustment

142,278

 

81,189

 

1,486,061

 

1,294,281

Post-employment benefit loss (gain)

-

 

-

 

48,165

 

61,665

Interest in subsidiaries, associates and joint ventures

(1,011,185)

 

(1,022,779)

 

(59,684)

 

(120,868)

Loss (gain) on the write-off of noncurrent assets

-

 

-

 

20,726

 

7,248

Deferred taxes (PIS and COFINS)

-

 

-

 

24,946

 

28,328

Other

-

 

-

 

(2,431)

 

(5,218)

 

91,513

 

33,695

 

4,462,978

 

4,226,977

Decrease (increase) In operating assets

             

Consumers, concessionaires and licensees

-

 

-

 

(265,103)

 

129,731

Dividend and interest on equity received

1,248,982

 

792,146

 

40,374

 

112,607

Recoverable taxes

1,564

 

21,797

 

(134)

 

42,176

Lease

-

 

-

 

1,009

 

1,648

Escrow deposits

(444)

 

12,935

 

65,732

 

101,310

Sector financial asset

-

 

-

 

(932,719)

 

-

Resources provided by the Energy Development Account - CDE / CCEE

-

 

-

 

(352,379)

 

(145,571)

Other operating assets

(411)

 

(1,196)

 

(41,665)

 

(30,725)

               

Increase (decrease) In operating liabilities

             

Suppliers

(336)

 

(156)

 

470,982

 

191,089

Other taxes and social contributions

(389)

 

(147)

 

193,357

 

(130,405)

Other liabilities with post-employment benefit obligation

-

 

-

 

(118,897)

 

(85,546)

Regulatory charges

-

 

-

 

11,415

 

(78,397)

Tax, civil and labor risks paid

(209)

 

(12,991)

 

(188,000)

 

(184,070)

Sector financial liability

-

 

-

 

21,998

 

-

Resources provided by the CDE - payable

-

 

-

 

25,807

 

9,246

Other operating liabilities

5,693

 

(435)

 

83,458

 

10,820

Cash flows provided by operations

1,345,963

 

845,648

 

3,478,213

 

4,170,890

Interests paid

(138,599)

 

(76,561)

 

(1,333,570)

 

(1,093,465)

Income tax and social contribution paid

(21,463)

 

(27,551)

 

(552,070)

 

(559,879)

Net cash from operating activities

1,185,901

 

741,536

 

1,592,573

 

2,517,546

               

Investing activities

             

Price paid in business combination net of cash acquired

-

 

-

 

(68,464)

 

-

Cash incorporated in business combination

-

 

-

 

139,293

 

-

Capital increase in investments

(360,000)

 

(1,563)

 

(45,445)

 

-

Additions to property, plant and equipment

-

 

(345)

 

(345,049)

 

(882,588)

Financial investments, pledges, funds and tied deposits

-

 

4,710

 

(7,839)

 

41,392

Additions to intangible assets

(13)

 

-

 

(716,818)

 

(852,248)

Sale of noncurrent assets

-

 

-

 

43,024

 

80,945

Advance for future capital increase

(27,153)

 

(59,342)

 

-

 

-

Loans to subsidiaries, associates and joint ventures

(2,822)

 

(8,290)

 

949

 

(81,456)

Return by the supplier of advances

-

 

-

 

67,342

   

Other

-

 

-

 

-

 

(584)

               

Net cash flow from investing activities

(389,988)

 

(64,830)

 

(933,007)

 

(1,694,539)

               

Financing activities

             

Subsidiary IPO

-

 

-

 

-

 

328,500

Capital increase by noncontrolling shareholders

-

 

-

 

1,123

 

-

Loans, financing and debentures obtained

-

 

1,287,180

 

3,186,384

 

5,958,322

Loans, financing, debentures and derivatives paid

-

 

(299,535)

 

(2,679,399)

 

(4,499,451)

Dividend and interest on shareholders’ equity paid

(986,811)

 

(815,514)

 

(1,016,641)

 

(838,990)

Net cash flow provided by (used in) financing activities

(986,811)

 

172,131

 

(508,533)

 

948,381

Increase (decrease) in cash and cash equivalents

(190,897)

 

848,837

 

151,033

 

1,771,388

Opening balance of cash and cash equivalents

990,672

 

141,835

 

4,206,422

 

2,435,034

Closing balance of cash and cash equivalents

799,775

 

990,672

 

4,357,455

 

4,206,422

 

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

 

43


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Statement of added value

CPFL Energia S.A.

Added value statements of income for the periods ended on December 31, 2014 and 2013

(in thousands of Brazilian Reais)

               
 

Parent company

 

Consolidated

 

2014

 

2013

 

2014

 

2013

1. Revenues

81

 

2,162

 

23,057,172

 

20,202,380

1.1 Operating revenues

78

 

1,817

 

21,851,381

 

18,334,968

1.2 Revenue related to the construction of own assets

3

 

345

 

344,492

 

933,337

1.3 Revenue from construction of concession infrastructure

-

 

-

 

944,997

 

1,004,399

1.4 Allowance of doubtful accounts

-

 

-

 

(83,699)

 

(70,324)

               

2. (-) Inputs

(7,701)

 

(8,881)

 

(14,092,481)

 

(12,112,643)

2.1 Electricity purchased for resale

-

 

-

 

(11,780,445)

 

(9,125,580)

2.2 Material

(21)

 

(320)

 

(857,284)

 

(1,276,079)

2.3 Outsourced services

(5,060)

 

(5,370)

 

(1,008,775)

 

(1,106,872)

2.4 Other

(2,620)

 

(3,191)

 

(445,978)

 

(604,112)

               

3. Gross added value (1 + 2)

(7,620)

 

(6,719)

 

8,964,691

 

8,089,737

               

4. Retentions

(173)

 

(76)

 

(1,160,713)

 

(1,057,261)

4.1 Depreciation and amortization

(173)

 

(76)

 

(875,696)

 

(760,285)

4.2 Amortization of intangible assets

-

 

-

 

(285,018)

 

(296,977)

               

5. Net added value generated (3 + 4)

(7,793)

 

(6,794)

 

7,803,977

 

7,032,475

               

6. Added value received in transfer

1,141,740

 

1,095,519

 

962,928

 

843,976

6.1 Financial Income

130,555

 

72,740

 

903,244

 

723,109

6.2 Interest in subsidiaries, associates and joint ventures

1,011,185

 

1,022,779

 

59,684

 

120,868

               

7. Added value to be distributed (5 + 6)

1,133,947

 

1,088,725

 

8,766,905

 

7,876,452

               

8. Distribution of added value

             

8.1 Personnel and charges

15,507

 

11,362

 

814,979

 

748,258

8.1.1 Direct remuneration

8,455

 

8,209

 

500,471

 

460,477

8.1.2 Benefits

6,257

 

2,248

 

275,322

 

251,652

8.1.3 Government severance indemnity fund for employees - F.G.T.S.

796

 

905

 

39,186

 

36,129

8.2 Taxes, fees and contributions

25,807

 

55,343

 

5,044,467

 

4,421,938

8.2.1 Federal

25,782

 

55,322

 

1,916,922

 

1,625,798

8.2.2 Estate

24

 

20

 

3,109,743

 

2,782,086

8.2.3 Municipal

-

 

-

 

17,802

 

14,053

8.3 Interest and rentals

143,456

 

84,602

 

2,021,016

 

1,757,220

8.3.1 Interest

143,318

 

84,475

 

1,954,293

 

1,711,922

8.3.2 Rental

138

 

127

 

46,929

 

45,297

8.3.3 Other

-

 

-

 

19,794

 

1

8.4 Interest on capital

949,177

 

937,419

 

886,443

 

949,036

8.4.1 Dividend (included additional proposed)

281,430

 

843,424

 

208,674

 

836,452

8.4.2 Retained earnings

667,747

 

93,995

 

677,770

 

112,584

 

1,133,947

 

1,088,725

 

8,766,905

 

7,876,452

 

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

 

44


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

CPFL ENERGIA S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED ON DECEMBER 31, 2014 AND 2013

(Amounts stated in thousands of Brazilian reais, except where otherwise indicated)

 

( 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 Gomes de Carvalho street, 1510 - 14º floor- Room 142 - Vila Olímpia - São Paulo - SP - Brazil.

The Company has direct and indirect interests in the following operational subsidiaries and joint ventures (unaudited information on the concession area, number of consumers, energy production capacity and associated data):

 

Energy distribution

 

Company Type

 

Equity Interest

 

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
100%

 

Interior of São Paulo

 

234

 

4,128

 

30 years

 

November 2027

Companhia Piratininga de Força e Luz ("CPFL Piratininga")

 

Publicly-quoted corporation

 

Direct
100%

 

Interior of São Paulo

 

27

 

1,620

 

30 years

 

October 2028

Rio Grande Energia S.A. ("RGE")

 

Publicly-quoted corporation

 

Direct
100%

 

Interior of Rio Grande do Sul

 

255

 

1,415

 

30 years

 

November 2027

Companhia Luz e Força Santa Cruz ("CPFL Santa Cruz")

 

Private corporation

 

Direct
100%

 

Interior of São Paulo and Paraná

 

27

 

202

 

16 years

 

July 2015

Companhia Leste Paulista de Energia ("CPFL Leste Paulista")

 

Private corporation

 

Direct
100%

 

Interior of São Paulo

 

7

 

56

 

16 years

 

July 2015

Companhia Jaguari de Energia ("CPFL Jaguari")

 

Private corporation

 

Direct
100%

 

Interior of São Paulo

 

2

 

38

 

16 years

 

July 2015

Companhia Sul Paulista de Energia ("CPFL Sul Paulista")

 

Private corporation

 

Direct
100%

 

Interior of São Paulo

 

5

 

81

 

16 years

 

July 2015

Companhia Luz e Força de Mococa ("CPFL Mococa")

 

Private corporation

 

Direct
100%

 

Interior of São Paulo and Minas Gerais

 

4

 

45

 

16 years

 

July 2015

 

                   

Installed power (MW)

Energy generation
(conventional and renewable sources)

 

Company Type

 

Equity Interest

 

Location (State)

 

Number of plants / type of energy

 

Total

 

CPFL participation

                         

CPFL Geração de Energia S.A.
("CPFL Geração")

 

Publicly-quoted corporation

 

Direct
100%

 

São Paulo, Goiás and Minas Gerais

 

1 Hydroelectric, 2 SHPs (a) e 1 Thermal

 

694

 

694

CERAN - Companhia Energética Rio das Antas
("CERAN")

 

Private corporation

 

Indirect
65%

 

Rio Grande do Sul

 

3 Hydroelectric

 

360

 

234

Foz do Chapecó Energia S.A.
("Foz do Chapecó")

 

Private corporation

 

Indirect
51%

 

Santa Catarina and
Rio Grande do Sul

 

1 Hydroelectric

 

855

 

436

Campos Novos Energia S.A.
("ENERCAN")

 

Private corporation

 

Indirect
48,72%

 

Santa Catarina

 

1 Hydroelectric

 

880

 

429

BAESA - Energética Barra Grande S.A.
("BAESA")

 

Publicly-quoted corporation

 

Indirect
25,01%

 

Santa Catarina and
Rio Grande do Sul

 

1 Hydroelectric

 

690

 

173

Centrais Elétricas da Paraíba S.A.
("EPASA")

 

Private corporation

 

Indirect
57.13%

 

Paraíba

 

2 Thermals

 

342

 

195

Paulista Lajeado Energia S.A.
("Paulista Lajeado")

 

Private corporation

 

Indirect
59,93% (b)

 

Tocantins

 

1 Hydroelectric

 

903

 

63

CPFL Energias Renováveis S.A.
("CPFL Renováveis")

 

Publicly-quoted corporation

 

Indirect
58.84%

 

(c)

 

(c)

 

(c)

 

(c)

CPFL Centrais Geradoras Ltda ("CPFL Centrais Geradoras")

 

Limited company

 

Direct
100%

 

São Paulo

 

9 SHPs

 

24

 

24

 

Commercialization of energy

 

Company Type

 

Core activity

 

Equity Interest

CPFL Comercialização Brasil S.A. ("CPFL Brasil")

 

Private corporation

 

Energy commercialization

 

Direct
100%

Clion Assessoria e Comercialização de Energia Elétrica Ltda.
("CPFL Meridional")

 

Limited company

 

Commercialization and provision of energy services

 

Indirect
100%

CPFL Comercialização Cone Sul S.A. ("CPFL Cone Sul")

 

Private corporation

 

Energy commercialization

 

Indirect
100%

CPFL Planalto Ltda. ("CPFL Planalto")

 

Limited company

 

Energy commercialization

 

Direct
100%

CPFL Brasil Varejista S.A. ("CPFL Basil Varejista")

 

Private corporation

 

Energy commercialization

 

Indirect
100%

 

 

45


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

Services

 

Company Type

 

Core activity

 

Equity Interest

CPFL Serviços, Equipamentos, Industria e Comércio S.A.
("CPFL Serviços")

 

Private corporation

 

Manufacturing, commercialization, rental and maintenance of electro-mechanical equipment and service provision

 

Direct
100%

NECT Serviços Administrativos Ltda ("Nect")

 

Limited company

 

Provision of administrative services

 

Direct
100%

CPFL Atende Centro de Contatos e Atendimento Ltda. ("CPFL Atende")

 

Limited company

 

Provision of telephone answering services

 

Direct
100%

CPFL Total Serviços Administrativos Ltda. ("CPFL Total")

 

Limited company

 

Billing and collection services

 

Direct
100%

CPFL Telecom S.A ("CPFL Telecom")

 

Private corporation

 

Telecommunication services

 

Direct
100%

CPFL Transmissão Piracicaba S.A ("CPFL Transmissão")

 

Private corporation

 

Energy transmission

 

Indirect
100%

CPFL Eficiência Energética S.A ("CPFL ESCO") (e)

 

Private corporation

 

Energy efficiency management(e)

 

Direta
100%

             

Other

 

Company Type

 

Core activity

 

Equity Interest

CPFL Jaguariúna Participações Ltda ("CPFL Jaguariuna")

 

Limited company

 

Venture capital company

 

Direct
100%

CPFL Jaguari de Geração de Energia Ltda ("Jaguari Geração")

 

Limited company

 

Venture capital company

 

Direct
100%

Chapecoense Geração S.A. ("Chapecoense") (d)

 

Private corporation

 

Venture capital company

 

Indirect
51%

Sul Geradora Participações S.A. ("Sul Geradora")

 

Private corporation

 

Venture capital company

 

Indirect
99.95%

 

a)     SHP – Small Hydropower Plant

b)    Paulista Lajeado has a 7% participation in the installed power of Investco S.A.(5.94% share of 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 exploitation of generation potential sources; and (iii) commercialization of electric energy. At December 31, 2014, CPFL Renováveis had a portfolio of 129 project, being 3,020.5 MW of installed capacity (1,769.0  MW operational), as follows:

·         Hydropower generation: 48 SHP’s (571  MW) being 38 SHP’s operational (399 MW) and  10 SHP’s under developing  (172 MW);

·         Wind power generation: 73 projects (2,078.4 MW) being 33 projects operational (998,9 MW) and 40 projects under construction/developing (1.079,5 MW);

·         Biomass power generation: 8 plants operational (370 MW);

·         Solar energy generation: 1 solar plant operational (1.1 MW).

 

d)    The joint venture Chapecoense fully consolidates the financial statements of its direct subsidiary, Foz de Chapecó

e)     CPFL Eficiência Energética S.A. (“CPFL ESCO”), previously CPFL Participações S.A. was set up with the objective of providing services, mainly energy efficiency and quality consultancy and management, asset rental to generation plants, energy commercialization, research and development projects for energy-related programs and participation in the capital of other companies.

 

In relation to the concession term that end 2015, on 26 June, 2012, our subsidiaries filled a request for  extension of the concession contracts, under the present conditions, reserving the right to review the request in the event of changes in the current contractual conditions. Our subsidiaries confirmed the request for extension on October 10, 2012. On January 17, 2014, ANEEL advised our subsidiaries that it is analyzing the applications for extension of the concessions and the final approval for such extension is within the Grantor responsibilities. By the date of approval of these financial statements, Management doesn’t know the terms of the extension. However, Management expects that the requests for extension will be approved, and if there is no extension, no significant effects are anticipated on the consolidated operations and the financial statements

 

46


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 2 )     PRESENTATION OF THE FINANCIAL STATEMENTS

2.1  Basis of presentation:

The individual (Parent Company) and consolidated financial statements were prepared, under International Financial Reporting Standards – IFRS,  issued by the International Accounting Standard Board – IASB, and with generally accepted accounting principles in Brazil.

Accounting practices adopted in Brazil encompass those included in Brazilian corporate law and the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis - CPC) and approved by the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM).

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 consolidated financial statements were authorized for issue by the Board of Directors on March 16, 2015.

 

2.2  Basis of measurement:

The 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, and iii) available-for-sale financial assets measured at fair value.

 

2.3  Use of estimates and judgments:

The preparation of the financial statements requires Company 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 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 reviews to accounting estimates are recorded in the period in which the estimates are reviewed and in any future periods affected.

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, concessionaires and licensees;

·         Note 8 – Sector financial asset and liability;

·         Note 9 – Deferred taxes credits and debits;

·         Note 10 – Leases;

·         Note 11 – Financial asset of concession;

·         Note 12 – Other credits (Allowance for doubtful accounts);

·         Note 14 – Property, plant and equipment and recognition of impairment losses;

·         Note 15 – Intangible assets and recognition of impairment losses;

·         Note 19 – Post-employment benefit obligation;

·         Note 22 – Provisions for tax, civil and labor risks and escrow deposits;

·         Note 24 – Other accounts payable (Provision to environmental costs)

·         Note 27 – Net operating revenues;

·         Note 28 – Cost of electric energy; and

 

47


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

·         Note 35 – Financial instruments.

 

2.4  Functional currency and presentation currency:

The Company’s functional currency is the Brazilian Real, and the 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 recorded amount of any non-controlling interest in the acquiree, less the recorded amount of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.

     ii.        Subsidiaries and joint ventures:

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Joint ventures are accounted for using the equity method of accounting from the moment joint control is established.

The accounting policies of subsidiaries, and joint ventures taken into consideration for consolidation and/or equity method of accounting, as applicable, are aligned with the Company's accounting policies.

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 our 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 subsidiaries.

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 related to non-controlling shareholders is stated in equity and stated after profit or loss and comprehensive income in each period presented. 

Balances of joint ventures, as well our interest in each of them is described in note 13.8.

    iii.        Acquisition of non-controlling interest:

Accounted for as equity transaction (within the shareholders’ equity) and therefore no gain or goodwill is recognized as a result of such transaction.

 

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 into: (i) electric energy distribution activities (“Distribution”); (ii) electric energy generation activities from conventional sources (“Generation”); (iii) electric energy generation activities from renewable sources (“Renewables”); (iv) energy commercialization (“Commercialization”); (v) service activities (“Services”); 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.

 

 

48


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

2.7  Information on corporate interests:

The Company's interests in the direct and indirect subsidiaries and joint ventures are described in note 1. Except for (i) the companies ENERCAN, BAESA, Chapecoense and EPASA, which are accounted for using the equity method of accounting, and (ii) the investment recorded at cost by the subsidiary Paulista Lajeado in Investco S.A., all other entities are fully consolidated.

As of December 31, 2014 and 2013, the non-controlling interests stated in the financial statements refers to the interests held by third-parties in the subsidiaries CERAN, Paulista Lajeado and CPFL Renováveis and interests held by third-parties in CPFL Renováveis’ subsidiaries.

 

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.

 

( 3 )     SUMMARY OF THE SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies used in preparing these individual and consolidated financial statements are set out below. These policies have been applied consistently to all periods presented.

 

3.1  Concession agreements:

ICPC 01 (R1) and IFRIC 12 – Concession Agreements establishes general guidelines for the recognition and measurement of obligations and rights related to concession agreements and applies to situations in which the granting power controls or regulates which services the concessionaire should provide with the infrastructure, to whom the services should be provided and at what price, and controls any significant residual interest in the infrastructure at the end of the concession period.

Considering these definitions having been attended, the infrastructure of distribution concessionaires is segregated at the time of construction in accordance with the CPC and IFRS standards, so that in the financial statements are record (i) an intangible asset corresponding to the right to operate the concession and collect from the users of public utilities, and (ii) a financial asset corresponding to the unconditional contractual right to receive cash (indemnity) by transferring control of the assets at the end of the concession.    

The financial asset of the concession is measured based on its fair value, determined in accordance with the remuneration base for the concession assets, pursuant to the legislation in force established by the regulatory authority (ANEEL). It takes into consideration changes in the estimated cash flow, mainly based on factors such as new replacement price, and updated in accordance with the IGP-M. The financial asset is classified as available-for-sale, set against the financial income or expense accounts in profit or loss for the year (Note 4).

The remaining amount is recorded as intangible assets and relates to the right to charge consumers for electric energy distribution services, and is amortized in accordance with the consumption pattern that reflects the estimated economic benefit to the end of the concession.

Services related to the construction of infrastructure are recorded in accordance with CPC 17 (R1) and IAS 11 – Construction Contracts, against a financial asset corresponding to the amount subject to right to receive cash (indemnity). Residual amounts are classified as intangible assets and are amortized over the term of the concession in proportion to a curve that reflects the consumption pattern in relation to the economic benefits.

Considering that (i) the tariff model that does not provide for a profit margin for the infrastructure construction services, (ii) the way in which the subsidiaries manage the building the infrastructure by using a high level of outsourcing, and (iii) the fact that there is no provision for profit margin on construction in the Company‘s business plans, Management is of the opinion that the margins on this operation are irrelevant, and therefore no mark-up to the cost is considered in revenue. The revenue and construction costs are therefore presented in profit or loss for the year at the same amounts.

 

 

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3.2  Financial instruments:

- Financial assets

Financial assets are recognized initially on the date that they are originated or on trade date at which the Company or its subsidiaries become parties to the contractual provisions of the instrument. Derecognition of a financial asset occurs when the contractual rights to the cash flows from the asset expire or when the risks and rewards of ownership of the financial asset are transferred. The Company and its subsidiaries hold the following main financial assets:

i.        Fair value through profit or loss: these are assets held for trading or designated as such upon initial recognition. The Company and its subsidiaries manage such assets and make purchase and sale decisions based on their fair value in accordance with their documented risk management and investment strategy. These financial assets are measured at fair value, and changes therein are recognized in profit or loss for the year.

ii.        Held-to-maturity: these are assets that the Company and its subsidiaries have the positive intent and ability to hold to maturity. Held-to-maturity financial assets are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses.

iii.        Loans and receivables: these are assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value and subsequently  measured at amortized cost using the effective interest method, less any impairment losses.

iv.        Available-for-sale: these are non-derivative financial assets that are designated as available-for-sale or that are not classified in any of the previous categories. Subsequent to initial recognition, interest calculated using the effective interest method is recognized in profit or loss as part of the financial income. Changes to fair value of these financial assets are recognized in the other comprehensive income. The accumulated result in the other comprehensive income is transferred to profit or loss when the asset is realized.

 

- Financial liabilities

Financial liabilities are initially recognized on the date that they are originated or on the trade date at which the Company or its subsidiaries become a party to the contractual provisions of the instrument. The Company and its subsidiaries have the following main financial liabilities:

i.        Measured at fair value through profit or loss: these are financial liabilities that are: (i) held for short-term trading, (ii) designated at fair value in order match the effects of recognition of income and expenses to obtain more relevant and consistent accounting information, or (iii) derivatives. These liabilities are recorded at fair value and any change in their fair value is subsequently recorded in profit or loss.

ii.        Other financial liabilities (not measured at fair value through profit or loss): these are other financial liabilities not classified in the previous category. They are measured initially at fair value net of any transaction cost and subsequently measured at amortized cost using the effective interest method.

The Company accounts for guarantees when issued to non-controlled entities or when the financial guarantee is granted to joint ventures at a percentage higher than the Company's interest to cover commitments of joint ventures. Such financial guarantees are initially measured at fair value, by recording (i) a liability corresponding to the risk of non-payment of the debt, which is amortized against financial income simultaneously and in proportion with amortization of the debt, and (ii) an asset equivalent to the right to compensation by the guaranteed party or a prepaid expense under the guarantees, which is amortized by receipt of cash from other shareholders or at the effective interest rate over the term of the guarantee. After initial recognition, the liability related to the financial guarantee is assessed periodically at the higher of the amount determined in accordance with CPC 25 and  IAS 37 and the amount initially recognized, less accumulated amortization.

Financial assets and liabilities are offset and the net amount presented when there is a legal right to offset the amounts and the intent to settle the asset and the liability simultaneously.

The financial instruments classifications are described on Note 35.

 

 

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- Capital

Common shares are classified as equity. Additional costs directly attributable to share issues and share options are recognized as a deduction from equity, net of any tax effects.

 

3.3  Lease:

At the inception of an agreement is determined whether such arrangement is or contains a lease. A specific asset is the subject of a lease if fulfillment of the arrangement is dependent on the use of that specified asset. An arrangement conveys the right to use the asset if the arrangement conveys to the lessee the right to control the use of the underlying asset.

Leases in which substantially all the risks and rewards are with the lessor are classified as operating leases. Payments/receipts made under operating leases are recognized as expense/revenue in profit or loss on a straight-line basis, over the term of the lease.

Leases which involve not only the right to use assets, but also substantially transfer the risks and rewards to the lessee, are classified as finance leases.

In finance leases in which the Company or its subsidiaries act as lessee, the assets are capitalized to property, plant and equipment at the commencement of the lease against a liability measured at an amount equal to the lower of its fair value and the present value of the minimum future lease payments. Property, plant and equipment are depreciated over the shorter of the estimated useful life of the asset or the lease term.

For the financial leases the Company or its subsidiaries act as lessor, receivables from lessees are initially recorded based on the fair value of the asset leased.

In both cases, the financial income/expense is recognized in profit or loss over the term of the lease contract so as to produce an effective interest rate on the remaining balance of the investment/liability.

 

3.4  Property, plant and equipment:

Items of property, plant and equipment are measured at acquisition, construction or formation cost less accumulated depreciation and, if applicable, accumulated impairment losses. Cost also includes any other costs attributable to bringing the assets to the place and in a condition to operate as intended by Management, the cost of dismantling the items and restoring the site on which they are located and capitalized borrowing costs on qualifying assets.

The replacement cost of items of property, plant and equipment is recognized if it is probable that it will involve economic benefits for the subsidiaries and if the cost can be reliably measured, and the value of the replaced item is written off. Maintenance costs are recognized in profit or loss as they are incurred.

Depreciation is calculated on a straight-line basis, at annual rates of 2% to 20%, taking into consideration the estimated useful life of the assets, as instructed and defined by the Grantor.

Gains and losses derived from write off of an item of property, plant and equipment are determined by comparing the resources produced by disposal with the carrying amount of the asset, and are recognized net together with other operating income/expense.

Assets and facilities used in the regulated activities are tied to these services and may not be removed, disposed of, assigned or pledged in mortgage without the prior and express authorization of ANEEL. ANEEL regulates the release of Public Electric Energy Utility concession assets, granting prior authorization for release of assets of no use to the concession,  but determines that the proceeds of the disposal be deposited in a tied bank account for use in the concession.

 

3.5  Intangible assets:

Includes rights related to non-physical assets such as goodwill and concession exploitation rights, software and rights-of-way.

Goodwill that arises on the acquisition of subsidiaries is measured at the difference between the fair value of the consideration transferred for acquisition of a business and the net fair value of the assets and liabilities of the subsidiary acquired.

 

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Goodwill is subsequently measured at cost less accumulated impairment losses. Goodwill and other intangible assets, if any, with indefinite useful lives are not subject to amortization and are tested annually for impairment.

Negative goodwill is recorded as gain in the income statement in the year of the business acquisition.

In the individual financial statements, fair value adjustments (added value) of net assets acquired in business combinations are included in the carrying amount of the investment and the amortization is stated in the individual statement of income under “income from equity in subsidiaries” in accordance with ICPC 09 (R2). In the consolidated financial statements the amount is stated as intangible and the amortization is classified in the consolidated statement of profit and loss as “amortization of intangible concession asset” under other operating expense.

Intangible assets corresponding to the right to operate concessions may have three origins, as follows:

i.        Acquisitions through business combinations: the portion arising from business combinations that corresponds to the right to operate the concession is stated as an intangible asset. Such amounts are amortized over the remaining term of the concessions, on a straight-line basis or based on the net income curves projected for the concessionaires, as applicable.

ii.        Investments in infrastructure (Application ICPC01 (R1) and IFRIC 12 – Concession agreements): under the electric energy distribution concession agreements with the subsidiaries, the intangible asset recorded corresponds to the concessionaires' right to charge the consumers for use of the concession infrastructure. Since the exploitation term is defined in the agreement, intangible assets with defined useful lives are amortized over the term of the concession in proportion to a curve that reflects the consumption pattern in relation to the economic benefits. For further information see note 3.1.

The infrastructure components are directly tied to the Company's operation and may not be removed, disposed of, assigned or pledged in mortgage without the prior and express authorization of ANEEL. In Resolution 20, of 3 February 1999, ANEEL authorizes public electric energy utilities concessionaires to release from their assets property and assets considered to be of no use to the concession, in accordance with articles 63 and 64 of Decree 41,019, of February 26, 1957, as amended by Decree 56,227 of April 30, 1965.

iii.        Public utilities: upon certain generation concessions were granted the concessionaires assumed an obligation to pay the federal government for use of public assets. On the signing date of the respective agreements the Company’s subsidiaries recorded intangible assets and the corresponding liabilities, at fair value. The intangible assets, capitalized by interest incurred on the obligation until the start-up date, are amortized on a straight-line basis over the remaining term of each concession.  

 

3.6  Impairment:

- Financial assets:

A financial asset not measured at fair value through profit or loss is reassessed at each reporting date to determine whether there is objective evidence that it is impaired.  Impairment can occur after the initial recognition of the asset and have a negative effect on the estimated future cash flows.

The Company and its subsidiaries consider evidence of impairment of receivables and held-to-maturity investment securities for both specific asset and at a collective level for all significant securities. Receivables and held-to-maturity investment securities that are not individually significant are collectively assessed for impairment by grouping together the securities with similar risk characteristics.

In assessing collective impairment the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for Management's judgment as to whether the assumptions and current economic and credit conditions are such that the actual losses are likely to be higher or lower than suggested by historic trends.

An impairment loss of a financial asset is recognized as follows:

      I.             Amortized cost: as the difference between the carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and shown in an allowance account against receivables. When a subsequent event indicates that the amount of impairment loss has decreased, this reduction is reversed to credit through profit or loss.

 

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     II.        Available-for-sale: as the difference between the acquisition cost, net of any principal repayment and amortization of the principal, and the current fair value, less any impairment loss previously recognized in profit or loss. Losses are recognized in profit or loss.

In the case of financial assets recorded at amortized cost and/or debt instruments classified as available-for-sale, if an increase (gain) is identified in subsequent periods, the impairment loss is reversed through profit or loss. However, any subsequent recovery in the fair value of an impaired equity instrument classified as available-for-sale is recognized in other comprehensive income.

- Non-financial assets

Non-financial assets that have indefinite useful lives, such as goodwill, are tested annually for impairment to assess whether the asset's carrying amount does not exceed its recoverable value. Other assets subject to amortization are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may be impaired.

An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount, which is the greater of its value in use and its fair value less costs to sell.

The methods used to assess impairment include tests based on the asset's value in use. In such cases, the assets (e.g. goodwill, concession asset) are segregated and grouped together at the lowest level that generates identifiable cash inflows (the "cash generating unit", or CGU). If there is an indication of impairment, the loss is recognized in profit or loss. Except in the case of goodwill impairment which cannot be reversed in the subsequent period, impairment losses are reassessed annually for any possibility of reversals.

 

3.7  Provisions:

A provision is recognized if, as a result of a past event, there is a legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. When applicable, provisions are determined by discounting the expected future cash outflows at a rate that reflects current market assessment and the risks specific to the liability.

 

3.8  Employee benefits:

Certain subsidiaries have post-employment benefits including pension plans, recognized by the accrual method in accordance with CPC 33 (R1) and IAS 19 “Employee benefits” (as revised 2011), and are regarded as sponsors of these plans. Although the plans have particularities, they have the following characteristics:

      i.        Defined contribution plan: a post-employment benefit plan under which the Sponsor pays fixed contributions into a separate entity and will have no liability for the actuarial deficits of the plan. The obligations are recognized as an expense in profit or loss in the periods during which the services are rendered.

     ii.        Defined benefit plan: The net obligation is calculated as the difference between the present value of the actuarial obligation based on assumptions, biometric studies and interest rates in line with market rates, and the fair value of the plan assets as of the reporting date. The actuarial liability is calculated annually by independent actuaries, under the responsibility of Management, using the projected unit credit method. Actuarial gains and losses  are recognized in Other Comprehensive Income when they occur. Net interest (income and expense are calculated by applying the discount rate in the beginning of the plan net liability or asset and the defined benefit obligation. When applicable, the cost of past services is recorded immediately in profit or loss.

If the plan records a surplus and it becomes necessary to recognize an asset, recognition is limited to the total of any unrecognized past service costs and the present value of future economic benefits available in the form of reimbursements or future reductions in contributions to the plan.

 

3.9    Dividends and Interest on shareholders’ equity:

Under Brazilian law, the Company is required to distribute a mandatory minimum annual dividend of 25% of net income adjusted in accordance with the Company´s bylaws. According to Brazilian and international accounting practices, CPC 24, IAS 10 and ICPC 08 (R1) a provision may only be made for the minimum mandatory dividend, and dividends declared but not yet approved are only recognized as a liability in the financial statements after approval by the competent body. They will therefore be held in equity, in the “additional dividend proposed” account, as they do not meet the present liability criteria at the reporting date.

 

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As established in the Company's bylaws and in accordance with current Corporate law, the Board of Directors is responsible for declaring an interim dividend and Interest on shareholders’ equity determined in a half-yearly balance sheet. An interim dividend and interest on shareholders’ equity declared at the base date of June 30 is only recorded as a liability in the Company's financial statement after the date of the Board's decision.

Interest on shareholders' equity is treated in the same way as dividends and is also stated in changes in shareholders’ equity. Withholding tax on interest on shareholders' equity is debited against shareholders’ equity when proposed by Management, as it fulfills the obligation criteria at that time.

 

3.10 Revenue recognition:

Operating income in the course of ordinary activities of the subsidiaries is measured at the fair value of the consideration received or receivable. Operating revenue is recognized when persuasive evidence exists that the most significant risks and rewards have been transferred to the buyer, when it is probable that the financial and economic rewards will flow to the entity, the associated costs can be reliably estimated, and the amount of the operating income can be reliably measured.

Revenue from distribution of electric energy is recognized when the energy is  supplied. Unbilled revenue related to the monthly billing cycle is appropriated based on the actual amount of energy provided in the month and the annualized loss rate. Revenue from energy generation sales is accounted for based on the assured energy and at tariffs specified in the terms of the contract or the current market price, as applicable. Energy commercialization revenue is accounted for based on bilateral contracts with market agents and duly registered with the Electric Energy Commercialization Chamber - CCEE. No single consumer represents 10% or more of the Company’s net revenue.

Service revenue is recognized when the service is effectively provided, under a service agreement between the parties.

Revenue from construction contracts is recognized based on the percentage of completion method (“fixed-price”), and losses, if any, are recognized in profit or loss as incurred.

 

3.11 Income tax and Social contribution:

Income tax and Social contribution expense are calculated and recognized in accordance with the legislation in force and comprise current and deferred taxes. Income tax and social contribution are recorded in profit or loss except to the extent that they relate to items recorded directly in shareholders’ equity or other comprehensive income, or those taxes effects arising from business combinations.

Current taxes are the expected taxes payable or receivable/to be offset on the taxable income or loss. Deferred taxes are recorded for temporary differences between the carrying amounts of assets and liabilities for accounting purposes and the equivalent amounts used for taxes purposes and for taxes loss carryforwards. 

The Company and certain subsidiaries recorded in their financial statements the effects of taxes loss carryforwards and deductible temporary differences, based on projections of future taxable profits, approved annually by the Boards of Directors and examined by the Fiscal Council. The subsidiaries also recognized taxes credits on merged goodwill, which are amortized in proportion to the individual projected net incomes for the remaining term of each concession agreement.

Deferred taxes assets and liabilities are offset if there is a legally enforceable right to offset current taxes liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity.

Deferred income tax and social contribution assets are reviewed at each reporting date and are reduced to the extent that they are no longer probable that the related taxes benefit will be realized.

 

3.12 Earnings per share:

 

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Basic earnings per share are calculated by dividing the profit or loss for the year attributable to the Company’s controlling shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share are calculated by dividing the profit or loss for the year attributable to the controlling shareholders, adjusted by the effects of instruments that potentially would have impacted the profit or loss for the year by the weighted average of the number of shares outstanding, adjusted by the effects of all dilutive potential convertible notes for the reporting periods, in accordance with CPC 41 and IAS 33.

 

3.13 Resources provided by CDE – Government grants:

Government grants are only recognized when it is reasonably certain that the amounts will be received by the Company. They are recorded in profit or loss for the periods in which the Company recognizes as income the discounts granted in relation to the low-income subsidy and other tariff discounts and as expense the costs of hydrological risk, involuntary exposure and ESS-Energy System Service charges.

The subsidies received through funds from the CDE (Notes 27 and 28) have the main purpose to  offset discounts granted and expenses already incurred in order to provide immediate financial assistance to the distribution companies, in accordance with IAS 20 / CPC 07.

 

3.14 Sector financial asset and liability:

According to the tariff-pricing mechanism applicable to the distribution companies, the energy tariffs should be set at a price level (price-cap) that ensures  the economic and financial equilibrium of the concession. Therefore, the concessionaires are authorized to charge  from their consumers (after review and ratification by ANEEL) for: (i) The annual tariff increase; and (ii) every four or five years, according to each concession contract, the periodic review for purposes of reconciliation of part of Parcel B (controllable costs) and adjustment of Parcel A (non-controllable costs).

The distributors' revenue is mainly comprised of the sale of electric energy and for the delivery (transmission) of the electric energy via the distribution infrastructure (network). The distribution concessionaires' revenue is affected by the volume of energy delivered and the tariff. The electric energy tariff is comprised of two parcels which reflect a breakdown of the revenue:

·       Parcel A (non-controllable costs): this parcel should be neutral in relation to the entity's performance, i.e., the costs incurred by the distributors, classifiable as Parcel A is fully passed through the consumer or borne by the Granting Authority ; and

·       Parcel B (controllable costs) – comprised of capital expenditure on investments in infrastructure, operational costs and maintenance and remuneration to the providers of capital. It is this parcel that effectively affects the entity's performance, since it has no guarantee of tariff neutrality and thus involves an intrinsic business risk.

 

This tariff-pricing mechanism can cause temporal differences arising from the difference between the budgeted costs (Parcel A and other financial components) included in the tariff at the beginning of the tariff period and those actually incurred while it is in effect. This difference constitutes a right of the concessionaire to receive cash when the budgeted costs included in the tariff are lower than those effectively incurred, or an obligation to pay if the budgeted costs are higher than those effectively incurred.

On November 25, 2014, ANEEL approved an amendment to the distribution companies´ concession contracts, to  include a specific clause that assures the compensation  for outstanding balances (assets or liabilities) of any insufficient collection or reimbursement through the tariffs resulting from termination of the concession or from, for any reason will be indemnity.

On December 10, 2014, our eight distribution subsidiaries signed the amendments to the concession contracts. The amendments include a specific clause that assures the indemnification for outstanding balances (assets or liabilities) of any insufficient collection or reimbursement through the tariff resulting from termination of the concession, for any reason ("Sector financial asset and liability"). These contractual amendments assure from their signing date, the unconditional right (and impose the obligation) to receive (or deliver) cash or another financial instrument. This event (signing the contractual amendments) therefore eliminates any uncertainty  to the realization of the asset and obligation of the liability. Accordingly, the Company and its distribution subsidiaries starts to recognize the components of Parcel A and other financial components, such as financial assets and liabilities with, against the item sector financial assets within and o

 

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operating revenue, in the Net Operating Revenue . After the initial recognition, the assets and liabilities balances are monetarily restated based on the variation in the SELIC or IPCA rates, based on to their respective underlying.

In accordance with CPC 23 / IAS 8, this was prospectively recorded from December 2014

 

3.15 Business combination

Business combinations are accounted for by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, calculated as the sum of the fair values of the assets transferred by the acquirer, the liabilities incurred at the acquisition date to the former owner of the acquiree and the equity interests issued by the acquirer in exchange for control of the acquiree. Costs related to the acquisition are generally recognized in profit or loss, when incurred.

The non-controlling interests are initially be measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The measurement method is chosen on a transaction-by-transaction basis.

The excess of the consideration transferred over the fair value of the identifiable assets (including the intangible asset of operation of the concession) and net liabilities assumed at the acquisition date are recognized as goodwill. In the event that the fair value of the identifiable assets (including the intangible asset of operation of the concession) net liabilities assumed exceeds the consideration transferred, a bargain purchase is identified and the gain is recognized in the statement of income at the acquisition date.

 

3.16 New standards and interpretations adopted:

A number of IASB and CPC standards were issued or revised in 2014 and are mandatory for accounting periods beginning on or after January 1, 2014

 

a)     Amendments to IAS 32 / CPC 39 - Offsetting of financial assets and liabilities

The amendments to IAS 32/CPC 39 clarify questions related to the requirements for offsetting of financial assets and liabilities and address inconsistencies in the previous standard for application of the offsetting criteria. The amendments clarify the meaning of "currently has a legal right to set-off" and "simultaneous realization and settlement".

The Company first applied these amendments, retrospectively, in the current financial year.  However, as the Company and its subsidiaries have no financial assets and liabilities that qualify for offsetting, application of the amendments had no significant impact on the disclosures or amounts recognized in the financial statements.

 

b)    Amendments to IFRS 10 / CPC 36 (R3), IFRS 12 / CPC 45 and IAS 27 / CPC 35 (R2) - Investment entities

The amendments to IFRS 10/CPC 36 (R3) define an investment entity and require an entity that reports and falls into this category to not consolidate its subsidiaries, but to measure them at fair value through profit or loss. To be classified as an investment entity, an entity shall: (i) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services; (ii)  commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and (iii) measures and evaluates the performance of substantially all of its investments on a fair value basis.

Changes were consequently made to IFRS 12/CPC 45 and IAS 27/CPC 35 (R2) to introduce new disclosure requirements for investment entities.

As the Company is not an investment entity (applying the criteria defined by IFRS 10/CPC 36 (R3)), application of the amendments had no significant impact on the disclosures or amounts recognized in the financial statements).

 

c)     IFRIC 21 / ICPC 19- Levies

 

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IFRIC 21 / ICPC 19 address accounting for liabilities for levies if the liability is within the scope of IAS 37. It also addresses accounting for a levy liability for which the amount and term are known.

The Company first applied these amendments, retrospectively, in the current financial year.  However, application of the amendments had no significant impact on the disclosures or the amounts recognized in the financial statements.

 

d)    Amendments to IAS 36 / CPC 01 (R1) - Recoverable amount disclosures for non-financial assets

The amendments to IAS 36/CPC 01 (R1) address the disclosure of information about the recoverable amount of assets if based on fair value less costs of decommissioning. These amendments exclude the requirements for disclosure of the recoverable amount of a cash generating unit to which an intangible asset with an indefinite useful life has been allocated if there has been no reduction in the recoverable amount or reversal of a reduction in the recoverable amount.

Additional disclosures were also introduced for when the  recoverable amount of an asset is measured at fair value less disposal costs, including fair value hierarchy and appreciation assumptions used.

The application of the amendments had no significant impact on the disclosures or the amounts recognized in the financial statements of the Company once the recoverable amount of the assets are based on their values in use.

 

e)     Amendments to IAS 39/CPC 38 – Novation of derivatives and continuation of hedge accounting

The amendments to IAS 39/CPC 38 (i) provide relief from the  requirement to discontinue hedge accounting when a hedging instrument is novated and (ii) clarify that any change in the fair value of the derivative hedge instrument that occurs after the novation shall be included in the assessment and measurement of the effectiveness of the hedge.

The Company does not apply hedge accounting in its transactions and these amendments therefore had no impact on the disclosures or the amounts recognized in the financial statements.

 

f)      Amendments to the IFRS - annual improvements to IFRS 2010-2012 cycle (applicable from July 1, 2014)

The following Improvements were established in these amendments:

f.1) Amendments to IFRS 2/CPC 10 (R1): (i) amend the definitions of "vesting condition" and "market condition"; and (ii) add a "performance condition" and a "service condition",  both of which were previously incorporated within the definition of a vesting condition. These apply for share-based payment transactions from July 1, 2014;

f.2) Amendments to IFRS 3/CPC 15 (R1): clarify that contingent considerations classified as assets or liabilities should be remeasured to fair value at each reporting date, irrespective of whether they are a financial instrument or a non-financial asset or liability. Changes in fair value that are not measurement adjustments for the period should be recognized in profit or loss for the year. These apply for business combinations from July 1, 2014;

f.3) Amendments to IFRS 8/CPC 22: require the disclosure of judgments made by management in aggregation of operating segments, including a description of the segments that have been aggregated and the indicators considered in determining that the aggregated operating segments share"similar economic characteristics". The amendments also clarify that a reconciliation of the total of reportable segments assets to the Company’s assets is only required if a measure of segment assets is regularly used by the decision makers.

f.4) Amendments to the basis for conclusions of IFRS 13/CPC 46: the amendments clarify that short-term receivables and payables with no stated interest rate can still be measured at the invoice amount without discounting, where the effect of discounting is immaterial.  As there is no initial effective date for these amendments, they are taken to be effective immediately;

f.5) Amendments to IAS 16/CPC 27 and IAS 38/CPC 04 (R1): these amendments eliminate inconsistencies in accounting for accumulated depreciation and amortization on revaluation of intangible assets and/or items of property, plant and equipment.  They clarify that the gross carrying amount is adjusted in a manner consistent with revaluation of the asset and that the accumulated depreciation or amortization is the difference between the gross value of the asset and its value after accumulated impairment losses.

 

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f.6) Changes to IAS 24/CPC 5 (R1): these clarify that a management entity providing key management personnel services to the reporting entity is a related party of the reporting entity. Consequently, the Company has to disclose the amounts incurred, paid or payable to the group entity for the service, as transactions with related parties, set against the provision of services of key management personnel. However, it is not necessary to disclose the components of the consideration paid.

The application of the amendments had no significant impact on the disclosures or the amounts recognized in the financial statements of the Company.

 

g)    Amendments to the IFRS - annual improvements to IFRS 2011-2013 cycle (applicable from July 1, 2014)

The following Improvements were established in these amendments:

g.1) Amendments to IFRS 3/CPC 15 (R1): these amendments clarify that  IFRS 3/CPC 15 (R1) do not apply to all types of joint arrangement in the financial statements of the joint arrangement itself;

g.2) Amendments to IFRS 13/CPC 46; these amendments clarify that the scope of the exclusions for measurement of the fair value of financial assets and liabilities with offsetting positions includes all contracts that fall within the scope of or are recorded in accordance with IAS 39 or IFRS 9, even if the contracts do not meet the definition of financial assets or financial liabilities included in IAS 32;

g.3) Amendments to IAS 40/CPC 28. These clarify that IAS 40/CPC 28 and IFRS 3/CPC 15 (R1) are not mutually exclusive and application of both standards may be required. Consequently, a company acquiring investment property has to determine whether it meets the definition of investment property pursuant to IAS 40/CPC 28 and the definition of a business combination in the scope of IFRS 3.

 

The application of the amendments had no significant impact on the disclosures or the amounts recognized in the financial statements of the Company.

 

3.17 New standards and interpretations not yet adopted:

A number of new IFRS standards and amendments to the standards and interpretations were issued by the IASB and had not yet come into effect for the year ended December 31, 2014. Consequently, the Company has not adopted them:

a)   IFRS 9 - Financial instruments

Established new requirements for classification and measurement of financial assets and liabilities. Financial assets are classified in two categories: (i) measured at fair value at initial recognition; and (ii) measured at amortized cost, based on the business model under which they are held and the characteristics of the contractual cash flows.

With regard to financial liabilities, the main alteration in relation to the requirements already set by IAS 39/CPC 38 requires any change in fair value of a financial liability designated at fair value through profit or loss attributable to changes in the liability's credit risk to be stated in other comprehensive income and not in profit or loss, unless such recognition results in incompatibility in profit or loss.

Adoption is scheduled from January 1, 2018, including the changes related to impairment, measurement and classification. 

In relation to changes in financial assets, the distribution subsidiaries have relevant assets classified as available-for-sale, in accordance with the current requirements of IAS 39 / CPC 38. These assets represent the right to compensation at the end of the distribution subsidiaries' concession terms. These instruments are designated as available-for-sale as they are not classified in the other three categories established by IAS 39 / CPC 38 (loans and receivables, fair value through profit or loss and held-to-maturity).

 

If these instruments were to be classified in accordance with the new concepts of fair value or amortized cost, they would be designated and registered at "fair value through profit or loss". These financial assets correspond to the fair value of compensation at the end of the concession, and therefore fall into this category.

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Based on a preliminary evaluation of initial adoption of these changes, the Company estimates that although it holds financial assets classified as available-for-sale, there will be no relevant impacts on its financial statements.

 

b)   IFRS 14 - Regulatory deferral accounts

IFRS 14 establishes that rate-regulated entities may continue to recognize regulatory deferral accounts only in connection with their first-time adoption of IFRS, allowing first-time adopters to continue to apply their previous GAAP accounting policies in relation to regulatory assets and liabilities.

IFRS 14 is effective for the first annual financial statements of an entity prepared in accordance with IFRS for annual periods beginning on or after 1 January 2016.Earlier application is permitted.

As the Company and its subsidiaries are not first-time adopters of IFRS, there will be no impact on their financial statements.

 

c)   IFRS 15 - Revenue from contracts with customers

IFRS 15 provides a single, straightforward model for accounting for contracts with customers, and when it comes into effect, will substitute the current guide for revenue recognition provided in IAS 18/CPC 30 (R1) – Revenue and IAS 11/CPC 17 (R1) - Construction contracts and related interpretations.

The standard establishes that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduces a five-step model for revenue recognition: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract and (5) Recognize revenue when (or as) the entity satisfies a performance obligation.

Under IFRS 15, an entity recognizes revenue when (or as) the entity satisfies a performance obligation, i.e., when the "control" over the goods and services in a certain operation is transferred to the customer, and will establish a greater level of detail in the disclosures.

The standard will be applicable for annual reporting periods beginning on or after 1 January 2017, and the Company is assessing the potentials impacts of adoption of this new pronouncement.

 

d)   Amendments to IFRS 11/CPC 19 (R2) - Accounting for acquisition of an interest in a joint operation

The amendments to IFRS 11/CPC 19 (R2) provide instructions for accounting for an interest
in a joint operation that constitute a "business" under the definition established in IFRS 3/CPC 15 (R1) – Business combinations.  

The amendments established the relevant principles for accounting for a business combination in respect of testing for impairment of an asset to which the goodwill arising from acquisition of the business combination has been allocated. The same requirements should be applied in setting up a joint arrangement if, and only if, a business that existed previously benefits from the joint arrangement in the case of one of the participating parties. A business combination is also required to disclose the relevant information required by IFRS 3/CPC 15 (R1) and the other business combination standards.

These amendments apply prospectively to annual periods beginning on or after 1 January 2017.  Based on a preliminary evaluation of initial adoption of these amendments, the Company estimates that there will be no relevant impacts on its financial statements.

 

e)   Amendments to IAS 16/CPC 27 and IAS 38/CPC 04 (R1) - Clarification of acceptable methods of depreciation and amortization

The amendments to IAS 16/CPC 27 prohibit the use of the revenue based depreciation method.

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The amendments to IAS 38/CPC 04 (R1) introduced the premise that revenue is an inappropriate basis for amortizing an intangible asset, except when: (i) the intangible asset is expressed as a measure of revenue; or (ii) when it can be demonstrated that revenue and the economic benefits of the intangible asset are highly correlated.

These amendments apply prospectively to annual periods beginning on or after 1 January 2016. The Company currently amortizes the intangible asset of concession based on the projected income curve of the concessionaires over the remaining term of the concession. These projections are reviewed annually. The balances of the subsidiary CPFL Renováveis are amortized over the remaining term of the exploration rights, by the straight-line method.

Considering these amendments, this method no longer will be permitted, and the Company will amortize some of its intangible assets prospectively and from 2016 using the straight-line method over the remaining term of the concessions. The preliminary and initial estimate of the impact is R$ 91,255 lower amortization between 2016 and 2021, generating higher net income, estimated at R$ 85,415. This effect will be offset against higher amortization between 2022 and 2036.

 

f)      Amendment to IAS 19/CPC 33 (R1) - Defined Benefit Plans: Employee Contributions

These amendments apply to employees or third-party contributions to the defined benefit plans. The objective of the amendments is to simplify accounting for contributions that do not relate to the years of service of the employee, e.g. employee contributions that are calculated in accordance with a fixed percentage of the salary.

The amendments are effective for annual periods from July 1, 2014. Based on a preliminary analysis, the Company does not anticipate relevant impacts on its financial statements.

 

( 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.

Accordingly, the Company measures fair value in accordance with IFRS 13/CPC 46, which define fair value as an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. 

- 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.

- 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, when available,  from the BM&FBOVESPA S.A – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) and “Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais – ANBIMA” (note 35), and also includes the debtor's credit rating.

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 Grantor (“ANEEL”). 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.

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The Law nº 12,783 on 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, compensation will be based at least on valuation of the assets using the new replacement value model, as under Law 12,783/13.

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 Grantor 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 accordance with the tariff review process.

 

( 5 )     CASH AND CASH EQUIVALENT

 

 

Parent company

Consolidated

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

Bank balances

628

 

936

 

177,872

 

132,130

Short-term financial investments

799,147

 

989,737

 

4,179,583

 

4,074,292

Overnight investment (a)

-

 

-

 

84,512

 

46,809

Bank deposit certificates (b)

-

 

-

 

557,018

 

377,556

Repurchase agreements with debentures (b)

-

 

-

 

15,985

 

8,970

Investment funds (c)

799,147

 

989,737

 

3,522,069

 

3,640,957

Total

799,775

 

990,672

 

4,357,455

 

4,206,422

 

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 and secured debentures with major financial institutions that operate in the Brazilian financial market, with daily liquidity, low credit risk and interest equivalent, on average, to 101% of the CDI.

c)     Amounts invested in Exclusive Funds, with daily liquidity and interest equivalent, on average, to 101% of the Interbank Deposit Certificate - CDI, in investments subject to floating rates tied to the CDI linked to federal government bonds, CDBs, financial bills and secured debentures of major financial institutions, with low credit risk.

 

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 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 December 31, 2014 and 2013:

 

 

Consolidated

     

Past due

 

Total

 

Amounts coming due

 

until 90 days

 

> 90 days

 

December 31, 2014

 

December 31, 2013

Current

                 

Consumer classes

                 

Residential

196,656

 

234,465

 

38,197

 

469,318

 

500,623

Industrial

85,161

 

51,311

 

34,600

 

171,072

 

179,953

Commercial

90,574

 

46,308

 

11,238

 

148,120

 

173,828

Rural

27,882

 

7,300

 

1,136

 

36,319

 

35,023

Public administration

38,606

 

8,052

 

418

 

47,076

 

33,906

Public lighting

31,633

 

5,541

 

7,976

 

45,151

 

38,134

Public utilities

43,547

 

5,100

 

131

 

48,777

 

41,182

Billed

514,060

 

358,077

 

93,696

 

965,833

 

1,002,649

Unbilled

705,318

 

-

 

-

 

705,318

 

627,852

Financing of consumers' debts

73,217

 

10,272

 

20,023

 

103,512

 

128,782

Free energy

388

 

-

 

-

 

388

 

4,161

CCEE transactions

227,986

 

-

 

-

 

227,986

 

21,313

Concessionaires and licensees

334,403

 

-

 

-

 

334,403

 

324,535

Other

18,271

 

-

 

-

 

18,272

 

24,254

Total

1,873,643

 

368,349

 

113,718

 

2,355,712

 

2,133,546

Allowance for doubtful accounts

           

(104,588)

 

(125,758)

Total

           

2,251,124

 

2,007,789

                   

Non current

                 

Financing of consumers' debts

96,547

 

-

 

-

 

96,547

 

120,042

Free energy

4,139

 

-

 

-

 

4,139

 

-

CCEE transactions

41,301

 

-

 

-

 

41,301

 

41,301

Total

141,988

 

-

 

-

 

141,988

 

161,343

Allowance for doubtful accounts

           

(18,583)

 

(7,489)

Total

           

123,405

 

153,854

                   

 

 

Financing of consumers' debts - Refers to the negotiation of overdue receivables from consumers, principally public utilities. Payment of some of these credits is guaranteed by the debtors, in the case of public entities, by pledging the bank accounts through which their ICMS (VAT) revenue is received. Allowances for doubtful accounts are based on best estimates of the subsidiaries' Managements for unsecured amounts.

Electric Energy Trading Chamber (CCEE) transactions - The amounts refer to the sale of electric energy on the short-term market. The noncurrent amount receivable mainly comprises: (i) adjustments of entries made by the CCEE in response to certain legal decisions (preliminary orders) in the accounting processes for the period from September 2000 to December 2002; and (ii) provisional accounting entries established by the CCEE. The subsidiaries consider that there is no significant risk on the realization of these assets and consequently no valuation allowance was recorded for these transactions.

Concessionaires and licensees - Refers basically to accounts receivable in respect of the supply of electric energy to other concessionaires and licensees, mainly by the subsidiaries CPFL Geração, CPFL Brasil and CPFL Renováveis.

 

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Allowance for doubtful accounts

Changes in the allowance for doubtful accounts are shown below:

 

Consolidated

 

Consumers, concessionaires and licensees

 

Other

Credits

(note 12)

 

Total

At December 31, 2012

(128,478)

 

(22,000)

 

(150,479)

Allowance for doubtful accounts

(111,768)

 

3,999

 

(107,769)

Recovery of revenue

35,016

 

2,429

 

37,445

Write-off of accounts receivable and provisioned

71,984

 

2,421

 

74,405

At December 31, 2013

(133,247)

 

(13,152)

 

(146,400)

Allowance for doubtful accounts

(129,482)

 

(3,444)

 

(132,925)

Recovery of revenue

49,363

 

(136)

 

49,227

Write-off of accounts receivable and provisioned

90,196

 

1,446

 

91,642

At December 31, 2014

(123,171)

 

(15,285)

 

(138,457)

 

 

 

 

 

 

Current

(104,588)

 

(13,304)

 

(117,892)

Noncurrent

(18,583)

 

(1,981)

 

(20,564)

 

( 7 )     RECOVERABLE TAXES

 

 

 

Parent company

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

Current

             

Prepayments of social contribution - CSLL

-

 

393

 

21,951

 

3,054

Prepayments of income tax - IRPJ

-

 

1,301

 

32,030

 

5,767

IRRF on interest on equity

20,594

 

14,091

 

21,044

 

14,537

Income tax and social contribution to be offset

870

 

807

 

51,236

 

14,731

Withholding tax - IRRF

21,530

 

13,218

 

88,249

 

106,627

ICMS to be offset

-

 

-

 

66,641

 

77,559

Social Integration Program - PIS

1,072

 

-

 

7,527

 

6,783

Contribution for Social Security financing- COFINS

5,005

 

42

 

38,098

 

30,123

National Social Security Institute - INSS

-

 

1

 

1,846

 

2,279

Other

-

 

20

 

1,015

 

972

Total

49,071

 

29,874

 

329,638

 

262,433

               

Noncurrent

             

Social contribution to be offset - CSLL

-

 

-

 

46,555

 

42,848

Income tax to be offset - IRPJ

-

 

-

 

8,352

 

11,851

ICMS to be offset

-

 

-

 

79,223

 

99,777

Social Integration Program - PIS

-

 

-

 

1,576

 

3,073

Contribution for Social Security financing- COFINS

-

 

-

 

7,305

 

14,116

Other

-

 

-

 

1,372

 

1,698

Total

-

 

-

 

144,383

 

173,362

               

 

Withholding tax - IRRF - The balance at December 31, 2014 relates mainly to the IRRF on financial investments.

Social contribution to be offset – CSLL – In noncurrent, the balance refers primarily to the final favorable decision in a lawsuit filed by the subsidiary CPFL Paulista. The subsidiary CPFL Paulista is awaiting the normal course of permission by the Federal tax authority in order to systematically offset the credit.

ICMS (VAT) to be offset – In noncurrent, the balance mainly refers to the credit recorded on acquisition of assets that result in the recognition of intangible assets and financial assets.

PIS and COFINS – In noncurrent, the balance refers basically to credits recognized by the indirect subsidiary CPFL Renováveis in relation to the acquisition of equipment, which will be realized by depreciation of the equipment.

 

 

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 8 )     SECTOR FINANCIAL ASSET AND LIABILITY

See below a breakdown of the amounts of the Sector financial asset and liability (assets and/or liabilities):

 

   

Consolidated

   

December 31, 2014

Parcel "A"

   

CVA (*)

   

CCC (**)

 

58

CDE

 

53,198

Eletric energy cost

 

1,248,165

EER (Energy reserve charge)

 

(18,922)

ESS

 

(603,321)

Proinfa

 

9,249

Basic network charges

 

154,593

Passthrough from Itaipu

 

(309,727)

Transmission from Itaipu

 

4,076

Neutrality of the sector charges

 

(12,338)

Overcontracting

 

597,422

Other financial components

 

(211,735)

     
   

910,720

     

Current asset

 

610,931

Noncurrent asset

 

321,788

Current liability

 

(21,998)

   

910,720

     

 

(*) Deferred tariff costs and gains variations from Parcel “A” items

(**) Fuel consumption account

 

As the sector  assets and liabilities were recognized in December 2014, no financial income or expense was appropriated for the year ended December 31, 2014.

 

a)    CVA:

Refers to the variations of the Parcel A account, in accordance with Note 3.14. The amounts recorded are monetarily adjusted by SELIC rate and are compensated in the subsequent     adjustments.

b)    Overcontracting:

Electric energy distribution concessionaires are obliged to guarantee 100% of their energy and market through contracts approved, registered and ratified by ANEEL, and are also assured that costs or income derived from overcontracting will be passed through the tariffs, up to 5% of the energy load requirement. These amounts are monetary adjusted by IPC-A (surpluses) and by SELIC (shortfalls) rates and are compensated in the subsequent tariff adjustments.

c)    Tariff review / provisional procedure:

These are financial components granted to compensate any re-calculations of tariff processes by ANEEL so as to neutralize the effects on consumers.

d)    Other financial components

Mainly refers to (i) exposure to price differences between sub-markets imposed on the distribution agents who entered into Agreements for commercialization of electric energy in the regulated environment - CCEAR and (ii) financial guarantees related to offsetting the cost of the prior raising of guarantees required from the distributors in order to conduct commercial transactions between sector agents.

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 9 )     DEFERRED TAXES

9.1  Breakdown of tax credits and debits:

 

 

Parent company

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

Social contribution credit/(debit)

             

Tax losses carryforwards

41,133

 

41,245

 

47,564

 

47,660

Tax benefit of merged goodwill

-

 

-

 

107,359

 

121,820

Deductible temporary differences

348

 

511

 

(290,367)

 

(185,861)

Subtotal

41,481

 

41,756

 

(135,444)

 

(16,381)

               

Income tax credit / (debit)

             

Tax losses carryforwards

108,182

 

123,429

 

126,085

 

141,113

Tax benefit of merged goodwill

-

 

-

 

367,944

 

416,418

Deductible temporary differences

966

 

612

 

(807,934)

 

(519,615)

Subtotal

109,148

 

124,042

 

(313,906)

 

37,917

               

PIS and COFINS credit/(debit)

             

Deductible temporary differences

-

 

-

 

2,348

 

30,025

               

Total

150,628

 

165,798

 

(447,002)

 

51,560

               

Total tax credit

150,628

 

165,798

 

938,496

 

1,168,706

Total tax debit

-

 

-

 

(1,385,498)

 

(1,117,146)

 

9.2  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 had been incorporated and is recognized in accordance with CVM Instructions nº 319/99 and nº 349/01 and ICPC 09 (R2) - Individual Financial Statements, Separate Financial Statements, Consolidated Financial Statements and Application of the Equity Method. The benefit is realized proportionally 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 concessions, as shown in note 15.

 

 

Consolidated

 

December 31, 2014

 

December 31, 2013

Social contribution

 

Income tax

 

Social contribution

 

Income tax

CPFL Paulista

61,819

 

171,719

 

68,938

 

191,495

CPFL Piratininga

14,691

 

50,417

 

16,148

 

55,414

RGE

28,496

 

117,683

 

31,342

 

129,436

CPFL Santa Cruz

869

 

2,733

 

1,757

 

5,525

CPFL Leste Paulista

387

 

1,184

 

939

 

2,863

CPFL Sul Paulista

603

 

1,892

 

1,386

 

4,332

CPFL Jaguari

312

 

962

 

824

 

2,516

CPFL Mococa

182

 

554

 

485

 

1,499

CPFL Geração

-

 

20,800

 

-

 

23,282

CPFL Serviços

-

 

-

 

-

 

57

Total

107,359

 

367,944

 

121,820

 

416,418

               

 

 

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Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

9.3  Accumulated balances on nondeductible temporary differences:

 

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

Social contribution

 

Income tax

 

PIS/COFINS

 

Social contribution

 

Income tax

 

PIS/COFINS

Nondeductible temporary differences

                     

Reserve for tax, civil and labor

29,282

 

81,340

 

-

 

29,969

 

83,241

 

-

Private pension fund

1,900

 

5,277

 

-

 

2,004

 

5,566

 

-

Allowance for doubtful accounts

12,422

 

34,506

 

-

 

13,379

 

37,163

 

-

Free energy provision

6,210

 

17,251

 

-

 

5,429

 

15,081

 

-

Research and development and energy efficiency programs

11,821

 

32,836

 

-

 

11,471

 

31,864

 

-

Reserves related to personnel

3,303

 

9,176

 

-

 

3,522

 

9,785

 

-

Depreciation rate difference

7,087

 

19,685

 

-

 

7,212

 

20,033

 

-

Recognition of the concession - adjustment of intangible assets (IFRS / CPC)

(1,572)

 

(4,368)

 

-

 

(1,798)

 

(4,995)

 

-

Recognition of the concession - financial adjustment (IFRS / CPC)

(45,322)

 

(125,895)

 

(278)

 

(36,093)

 

(100,258)

 

(22)

Regulatory assets and liabilities

-

 

-

 

-

 

17,067

 

47,407

 

18,549

Tariff revision

4,579

 

12,720

 

5,186

 

10,151

 

28,198

 

11,497

Actuarial losses (IFRS / CPC)

39,023

 

108,398

 

-

 

33,178

 

92,464

 

-

Other adjustments (IFRS / CPC)

8,613

 

23,788

 

-

 

13,758

 

38,081

 

-

Accelerated depreciation

(19)

 

(54)

 

-

 

(9)

 

(26)

 

-

Other

4,511

 

11,306

 

-

 

7,496

 

17,324

 

-

Nondeductible temporary differences - comprehensive income:

                     

Property, plant and equipment - deemed cost adjustments (IFRS/CPC)

(61,792)

 

(171,643)

 

(2,559)

 

(65,079)

 

(180,774)

 

-

Nondeductible temporary differences - Business combination - CPFL Renováveis

       

-

           

Deferred taxes - asset:

                     

Fair value of property, plant and equipment (negative value added of assets)

25,725

 

71,458

 

-

 

27,050

 

75,138

 

-

Deferred taxes - liability:

                     

Value added derived from determination of deemed cost

(6,477)

 

(17,992)

 

-

 

(6,970)

 

(19,360)

 

-

Value added of assets received from the former ERSA

(89,882)

 

(249,671)

 

-

 

(93,120)

 

(258,667)

 

-

Intangible asset - exploration right/authorization in indirect subsidiaries acquired

(224,871)

 

(624,642)

 

-

 

(155,471)

 

(431,863)

 

-

Other temporary differences

(14,907)

 

(41,410)

 

-

 

(9,006)

 

(25,016)

 

-

Total

(290,367)

 

(807,935)

 

2,348

 

(185,861)

 

(519,615)

 

30,025

                       

 

9.4  Estimate of recovery:

The estimate of recovery of the deferred tax credits recorded in noncurrent assets, derived from temporary non-deductible differences and tax benefit of the merged goodwill and tax loss carry forwards, is based on the projections of future profit or loss, approved by the Board of Directors and reviewed by the Audit Committee, in accordance with the following table:

 

Expectation of recovery

 

Parent company

 

Consolidated

2015

 

12,197

 

152,810

2016

 

21,018

 

121,938

2017

 

21,277

 

95,190

2018

 

17,297

 

77,681

2019

 

16,151

 

73,978

2020 to 2022

 

44,687

 

188,808

2023 to 2025

 

18,003

 

126,811

2026 to 2028

 

-

 

63,568

2032 to 2034

 

-

 

37,714

Total

 

150,628

 

938,496

         

66


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

9.5  Reconciliation of the amounts of income tax and social contribution reported in the income statements for 2014 and 2013:

               
 

Parent company

 

2014

 

2013

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Income before taxes

959,607

 

959,607

 

974,942

 

974,942

Adjustments to reflect effective rate:

             

Equity in subsidiaries

(1,011,185)

 

(1,011,185)

 

(1,022,779)

 

(1,022,779)

Amortization of intangible asset acquired

(25,180)

 

-

 

(28,037)

 

-

Interest on shareholders' equity

137,291

 

137,291

 

163,170

 

163,170

Other permanent additions (exclusion), net

13,443

 

19,415

 

6,357

 

7,037

Calculation base

73,977

 

105,129

 

93,654

 

122,370

Statutory rate

9%

 

25%

 

9%

 

25%

Tax credit (debit) result

(6,658)

 

(26,282)

 

(8,429)

 

(30,593)

Tax credit recorded (not recorded), net

11,830

 

10,680

 

172

 

1,326

Total

5,172

 

(15,602)

 

(8,257)

 

(29,267)

               

Current

(4,558)

 

(18,708)

 

(6,138)

 

(19,772)

Deferred

9,730

 

3,106

 

(2,119)

 

(9,495)

               
 

Consolidated

 

2014

 

2013

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Income before taxes

1,510,304

 

1,510,304

 

1,519,200

 

1,519,200

Adjustments to reflect effective rate:

             

Equity in subsidiaries

(59,684)

 

(59,684)

 

(120,868)

 

(120,868)

Amortization of intangible asset acquired

93,116

 

119,477

 

101,886

 

131,161

Tax incentives - PIIT(*)

(10,914)

 

(10,914)

 

(10,882)

 

(10,882)

Effect of presumed profit system

17,467

 

(25,827)

 

(42,151)

 

(74,675)

REFIS(**) Law 11919/09 art 4

-

 

-

 

(12,739)

 

(12,739)

Adjustment of excess and surplus revenue of reactive

102,062

 

102,062

 

74,318

 

74,318

Tax incentive - exploitation profit

-

 

(71,380)

 

-

 

(53,200)

Other permanent additions (exclusion), net

56,652

 

(1,661)

 

50,489

 

15,871

Calculation base

1,709,002

 

1,562,376

 

1,559,254

 

1,468,187

Statutory rate

9%

 

25%

 

9%

 

25%

Tax credit/(debit) result

(153,810)

 

(390,594)

 

(140,333)

 

(367,047)

Tax credit (not recorded) recorded, net

(15,179)

 

(64,278)

 

(16,422)

 

(46,361)

Total

(168,989)

 

(454,871)

 

(156,756)

 

(413,408)

               

Current

(135,421)

 

(330,600)

 

(147,107)

 

(374,874)

Deferred

(33,568)

 

(124,272)

 

(9,648)

 

(38,534)

 

(*) Technologic innovation program

(**) Tax recovery program

Amortization of intangible asset acquired Refers to the non-deductible portion of amortization of intangible assets derived from the acquisition of investees. These amounts are classified at the parent company under equity income, in closer conformity with ICPC 09 (R2) (Note 15).

Tax credit (not recorded) / recorded, net - the tax credit recorded corresponds to the amount of the tax credit on the tax loss carry forwards recorded as a result of review of the projections of future profit or loss. The amount of unrecorded credit corresponds to losses generated where there is not currently reasonable certainty that future taxable income will be sufficient to absorb it.

 

 

 

67


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Income tax and social contribution deferred recognized directly in equity (other comprehensive income) for the year 2014 and 2013 were as follows:

               
 

Consolidated

 

2014

 

2013

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Actuarial loss

247,040

 

247,040

 

(431,529)

 

(431,529)

Statutory rate

9%

 

25%

 

9%

 

25%

Calculated tax

22,234

 

61,760

 

(38,838)

 

(107,882)

Restriction on recording (reversal) of tax credits

(16,590)

 

(46,081)

 

46,434

 

128,980

Recognized taxes in other comprehensive income

5,644

 

15,679

 

7,596

 

21,098

               

 

In relation to the provisions introduced by Law 12,973/2014, involving changes in IRPJ, CSLL ,PIS and COFINS, effective from January 1, 2015, the subsidiary CPFL Geração has opted for early adoption. The other CPFL group entities, including CPFL Energia did not opt for early adoption, and for 2014, they continue to be subject to the Temporary Tax Regime - RTT, introduced by Law 11,941/2009

 

9.6  Unrecognized tax credits:

The parent company has unassessed tax loss and social contribution carryforwards amounting to R$ 106,586 that could be recognized in the future, in accordance with reviews of the annual projections of taxable income. 

Some subsidiaries also have income tax and social contribution credits on tax loss carryforwards that were not recognized as it could not be reliable estimated whether future taxable income will be available against which they can be utilized. In December 31, 2014, the main subsidiaries that have such credits of Income Tax and Social Contribution are CPFL Renováveis (R$ 435,438), Sul Geradora (R$ 72,537) e CPFL Jaguari Geração (R$ 1,774). There is no prescriptive period for use of the tax loss carryforwards.

 

( 10 )   LEASES

Lessor activities to provide services and leases equipment relating to power self-produced, until October 31, 2014, were performed by the subsidiary CPFL Serviços, after that by the subsidiary CPFL Eficiência Energética S.A (Note 13) in which it is the lessor, and the main risks and rewards of ownership of the assets are transferred to the lessees.

The essence is to lease equipment of own power production in order to attend the customers who require higher consumption of electricity at peak hours (when tariffs are higher). In addition, the company offers maintenance and operation services.

The subsidiary constructs the power generation plant at the customer’s place. Since the equipment is operating, the customer makes monthly fixed payments; the revenue is recognized in the period of the lease contract based on the contract effective interest rate.

These investments are recorded at present value of the minimum lease payments receivable. These payments received are recorded as amortization of the minimum lease payments and the operating revenue is recorded in the profit or loss in accordance with the effective interest rate during the lease term.

The investments produced operating income during 2014 were R$ 10,683 (R$ 14,615 in 2013).

 

68


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

 

Consolidated

       
 

December 31, 2014

 

December 31, 2013

       

Gross investment

88,969

 

93,398

       

Financial income unrealized

(41,403)

 

(44,824)

       

Present value of minimum lease payments receivable

47,566

 

48,574

       
               

Current

12,396

 

10,757

       

Noncurrent

35,169

 

37,817

       
               

Gross investment

Within 1 year

 

1 to 5 years

 

Over 5 years

 

Total

 

15,866

 

42,907

 

30,196

 

88,969

Present value of minimum lease payments receivable

12,396

 

24,387

 

10,782

 

47,566

 

At December 31, 2014, there are no (i) unsecured residual amounts that benefit the lessor; (ii) provisions for uncollectible minimum lease payments receivable; or (iii) contingent payments recognized as revenue during the period.

 

( 11 )   FINANCIAL ASSET OF CONCESSION LEASES

 

 

Distribuition

 

Transmission

 

Consolidated

As of December 31, 2012

2,377,240

 

-

 

2,377,240

Current

34,444

 

-

 

34,444

Noncurrent

2,342,796

 

-

 

2,342,796

           

Additions

521,168

 

15,249

 

536,417

Spin-off generation activity on the distribuition

(12,862)

 

-

 

(12,862)

Change in the expectation of cash flow

(66,851)

 

-

 

(66,851)

Income from financial asset measured at amortized cost

-

 

231

 

231

Receipt

(34,444)

 

-

 

(34,444)

Disposal

(12,659)

 

-

 

(12,659)

           

As of December 31, 2013 (noncurrent)

2,771,593

 

15,480

 

2,787,073

           

Additions

435,852

 

59,576

 

495,428

Spin-off generation activity on the distribuition

(5,542)

 

-

 

(5,542)

Change in the expectation of cash flow

104,642

 

-

 

104,642

Income from financial asset measured at amortized cost

-

 

2,723

 

2,723

Disposal

(9,708)

 

-

 

(9,708)

           

As of December 31, 2014

3,296,837

 

77,779

 

3,374,616

Current

540,094

 

-

 

540,094

Noncurrent

2,756,744

 

77,779

 

2,834,522

 

The amount refers to the financial asset corresponding to the right established in the concession contracts of the energy distributors (measured at fair value) and transmitters (measured at amortized cost) to receive cash (i) by compensation on reversal of the assets to the granting authority at the end of the concession, and (ii) the transmitter's right to receive cash throughout the concession through allowed annual income ("RAP"). For the subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa. The amounts are fully classified in current assets in accordance with the maturity of the concession term (Note 1).

For the energy distribution, in accordance with the current tariff model, remuneration for this asset is recognized in profit or loss on billing to the consumers and it is realized on receipt of the electric energy bills. Additionally, the difference to adjust the balance to its expected cash flows is recorded against the financial income and/or expense account in profit or loss for the year, in accordance with the new replacement amount, “VNR” methodology, (financial income of R$ 104,642 in 2014, financial expense of R$ 66,851 in 2013).

For the energy transmitter, remuneration for this asset is recognized in accordance with the internal rate of return, which takes into account the investment made and the allowed annual income (“RAP”)to be received during the remaining term of the concession. Financial income of R$ 2,723 in relation to the concession revenue, set against other operating income, since this is a component of the allowed annual income to make the network available to ONS (National System Operator).

 

69


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

As mentioned in note 13, as a result of the corporate restructuring in June 2013, the generation assets of the subsidiaries CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista, and CPFL Mococa were spun off and transferred to CPFL Centrais Geradoras. The financial concession asset of R$ 12,862 related to the generation assets previously recorded for those subsidiaries was also transferred to the subsidiary CPFL Centrais Geradoras, forming part of the subsidiary's total fixed assets. As a complement to this transaction, the amount of R$ 5,542 was transferred in 2014 in relation to the spin-off of the generation assets. These changes had no effect on the consolidated financial statements.

 

( 12 )   OTHER CREDITS

 

 

Consolidated

 

Current

 

Noncurrent

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

               

Advances - Fundação CESP

11,569

 

9,113

 

-

 

-

Advances to suppliers

15,934

 

17,159

 

-

 

-

Pledges, funds and tied deposits

8,007

 

7,695

 

290,839

 

174,538

Orders in progress

262,076

 

273,496

 

-

 

-

Outside services

12,787

 

6,929

 

-

 

-

Advance to energy purchase agreements

515

 

14,614

 

32,119

 

30,981

Collection agreements

73,076

 

61,771

 

-

 

-

Prepaid expenses

43,185

 

39,207

 

9,630

 

1,359

Receivables from resources provided by the energy development account - CDE/CCEE

522,922

 

170,543

 

-

 

-

Receivables - business combination

-

 

-

 

13,950

 

13,950

Advances to employees

10,945

 

11,097

 

-

 

-

Allowance for doubtful accounts (nota 6)

(13,304)

 

(12,930)

 

(1,981)

 

(221)

Other

63,782

 

74,689

 

44,270

 

75,488

Total

1,011,495

 

673,383

 

388,828

 

296,096

               

 

Pledges, funds and tied deposits: collateral offered to guarantee CCEE operations and short-term cash investments required by the subsidiaries’ loans contracts.

Orders in progress: encompasses costs and revenue related to ongoing decommissioning or disposal of intangible assets and the service costs related to expenditure on projects in progress under the Energy Efficiency and Research and Development programs, introduced by resolutions 300/2008 and 316/2008 applied until October 2012 and amended by resolution 504/2012 . On termination of the respective projects, balances are amortized against the respective liability recorded in Other Accounts Payable (note 24).

Advance to energy purchase agreements: refers to prepayments of energy purchases by the subsidiaries, which will be liquidated on delivery of the energy to be supplied.

Collection agreements: refers to (i) agreements between the distributors and municipality and companies for collection  through the electric energy bills and subsequent pass-through  of amounts related to public lighting, newspapers, healthcare, residential insurance, etc.; e (ii) receipts by  CPFL Total, to be passed on subsequently to the customers who use the collection services provided by that subsidiary.

Receivables from Resources provided by the Energy Development Account – CDE/CCEE: refer to: (i) low income subsidies totaling R$ 18,549 (R$ 11,808 in December 31, 2013); and (ii) other tariff discounts granted to consumers amounting to R$ 504,373 (R$ 70,254 in December 31, 2013). In December 31, 2013 was also recorded a amounting of R$ 88,481 mainly related to involuntary exposure and CCEAR account - Electric Energy  Sales in the Regulated Environment Agreement.

 

 

70


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 13 )   INVESTMENTS

 

 

Parent company

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

Permanent equity interests - equity method

             

By equity method of the subsidiary

5,420,845

 

5,430,352

 

1,085,835

 

1,018,565

Added value on assets, net

864,098

 

983,518

 

12,934

 

14,116

Goodwill

6,054

 

6,054

 

-

 

-

Total

6,290,998

 

6,419,924

 

1,098,769

 

1,032,681

 

13.1        Permanent equity interests – equity method:

The main information on the investments in direct permanent equity interests is as follows:

 

       

December 31, 2014

 

December 31, 2014

 

December 31, 2013

 

2014

 

2013

Investment

 

Number of shares (thousand)

 

Total assets

 

Capital

Shareholders' equity

 

Profit or loss for the period

 

Shareholders equity interest

 

Equity in subsidiaries

CPFL Paulista

 

241,264

 

8,151,388

 

241,264

728,213

 

502,719

 

728,213

 

1,186,113

 

502,719

 

620,412

CPFL Piratininga

 

53,081,259

 

3,046,725

 

156,610

479,686

 

187,715

 

479,686

 

384,609

 

187,715

 

82,985

CPFL Santa Cruz

 

371,772

 

405,633

 

67,580

132,353

 

49,052

 

132,353

 

100,369

 

49,052

 

(143)

CPFL Leste Paulista

 

892,772

 

160,609

 

25,392

38,066

 

7,173

 

38,066

 

60,578

 

7,173

 

6,826

CPFL Sul Paulista

 

454,958

 

171,218

 

22,751

44,375

 

11,351

 

44,375

 

51,432

 

11,351

 

6,743

CPFL Jaguari

 

209,294

 

147,823

 

17,292

25,627

 

2,027

 

25,627

 

23,261

 

2,027

 

(6,631)

CPFL Mococa

 

117,199

 

110,319

 

14,002

26,260

 

10,248

 

26,260

 

34,145

 

10,248

 

15,482

RGE

 

807,169

 

3,714,531

 

934,472

1,300,685

 

177,672

 

1,300,685

 

1,254,557

 

177,672

 

126,851

CPFL Geração

 

205,487,717

 

5,861,890

 

1,039,619

2,035,286

 

16,499

 

2,035,286

 

2,116,833

 

16,499

 

239,561

CPFL Jaguari Geração (*)

 

40,108

 

38,740

 

40,108

34,685

 

(4,657)

 

34,685

 

48,356

 

(4,657)

 

8,962

CPFL Brasil

 

2,999

 

587,924

 

2,999

65,508

 

136,876

 

65,508

 

35,246

 

136,876

 

36,426

CPFL Planalto (*)

 

630

 

1,726

 

630

1,633

 

2,238

 

1,633

 

(115)

 

2,238

 

(702)

CPFL Serviços

 

1,528,988

 

116,148

 

21,096

23,013

 

5,719

 

23,013

 

77,078

 

5,719

 

7,445

CPFL Atende (*)

 

13,991

 

22,742

 

13,991

17,496

 

6,849

 

17,496

 

13,746

 

6,849

 

624

Nect (*)

 

2,059

 

21,316

 

2,059

9,458

 

10,812

 

9,458

 

5,999

 

10,812

 

5,796

CPFL Total (*)

 

19,005

 

51,291

 

19,005

24,417

 

10,327

 

24,417

 

20,893

 

10,327

 

3,226

CPFL Jaguariuna (*)

 

189,660

 

2,694

 

2,966

2,553

 

1

 

2,553

 

2,512

 

1

 

325

CPFL Telecom

 

9,377

 

117,603

 

9,377

(293)

 

(8,339)

 

(293)

 

(1,311)

 

(8,339)

 

(1,313)

CPFL Centrais Geradoras (*)

 

20,430

 

25,451

 

20,430

22,439

 

4,720

 

22,439

 

16,041

 

4,720

 

1,065

CPFL ESCO (a)

 

48,164

 

415,900

 

408,164

409,385

 

1,602

 

409,385

 

10

 

1,602

 

-

Subtotal - By shareholders' equity of the subsidiary

           

5,420,845

 

5,430,352

 

1,130,604

 

1,153,940

Amortization of added value on assets

               

-

 

-

 

(119,419)

 

(131,161)

Total

                   

5,420,845

 

5,430,352

 

1,011,185

 

1,022,779

(*) numebr of quotas

(a) Until October 27, 2014 denominated CPFL Participações

 

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$ 119,419 (R$131,161 in 2013) is classified in the parent company’s income statement under “income from equity in subsidiaries”, in conformity with ICPC 09 (R2).

The changes in investments in subsidiaries, in the parent company, in the years of 2014 and 2013 are shown below:

 

Investment

 

Investment as of December 31, 2013

 

Capital increase /payment of capital

 

Equity in subsidiary (profit or loss)

 

Equity in subsidiary (Other comprehensive income)

 

Movement of capital in subsidiaries without a change in control

 

Dividend and Interest on shareholders’ equity receivable

 

Corporate restructuring

 

Investment as of December 31, 2014

CPFL Paulista

 

1,186,113

 

-

 

502,719

 

(188,402)

 

-

 

(772,217)

 

-

 

728,213

CPFL Piratininga

 

384,609

 

50,000

 

187,715

 

(22,353)

 

-

 

(120,285)

 

-

 

479,686

CPFL Santa Cruz

 

100,369

 

-

 

49,052

 

-

 

-

 

(17,068)

 

-

 

132,353

CPFL Leste Paulista

 

60,578

 

-

 

7,173

 

-

 

-

 

(28,695)

 

(989)

 

38,066

CPFL Sul Paulista

 

51,432

 

-

 

11,351

 

-

 

-

 

(16,973)

 

(1,435)

 

44,375

CPFL Jaguari

 

23,261

 

-

 

2,027

 

-

 

-

 

1,251

 

(912)

 

25,627

CPFL Mococa

 

34,145

 

-

 

10,248

 

-

 

-

 

(16,014)

 

(2,119)

 

26,260

RGE

 

1,254,557

 

-

 

177,672

 

(15,118)

 

-

 

(116,426)

 

-

 

1,300,685

CPFL Geração

 

2,116,833

 

-

 

16,499

 

155

 

180,452

 

(278,653)

 

-

 

2,035,286

CPFL Jaguari Geração

 

48,356

 

-

 

(4,657)

 

-

 

-

 

(9,014)

 

-

 

34,685

CPFL Brasil

 

35,246

 

-

 

136,876

 

-

 

-

 

(106,614)

 

-

 

65,508

CPFL Planalto

 

(115)

 

-

 

2,238

 

-

 

-

 

(490)

 

-

 

1,633

CPFL Serviços

 

77,078

 

-

 

5,719

 

-

 

-

 

(11,631)

 

(48,154)

 

23,013

CPFL Atende

 

13,746

 

-

 

6,849

 

-

 

-

 

(3,098)

 

-

 

17,496

Nect

 

5,999

 

-

 

10,812

 

-

 

-

 

(7,353)

 

-

 

9,458

CPFL Total

 

20,893

 

-

 

10,327

 

-

 

-

 

(6,803)

 

-

 

24,417

CPFL Jaguariuna

 

2,512

 

40

 

1

 

-

 

-

 

-

 

-

 

2,553

CPFL Telecom

 

(1,311)

 

9,357

 

(8,339)

 

-

 

-

 

-

 

-

 

(293)

CPFL Centrais Geradoras

 

16,041

 

-

 

4,720

 

-

 

-

 

(3,776)

 

5,454

 

22,439

CPFL ESCO (a)

 

10

 

360,000

 

1,602

 

-

 

-

 

(380)

 

48,154

 

409,385

   

5,430,352

 

419,397

 

1,130,604

 

(225,720)

 

180,452

 

(1,514,240)

 

-

 

5,420,845

(a) Until October 27, 2014 denominated CPFL Participações

 

71


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Investment

 

Investment as of December 31, 2012

 

Capital increase /payment of capital

 

Equity in subsidiary (profit or loss)

 

Equity in subsidiary (Other comprehensive income)

 

Changes in Shareholders’ Equity

 

Dividend and Interest on shareholders’ equity receivable

 

Corporate restructuring

 

Other

 

Investment as of December 31, 2013

CPFL Paulista

 

418,421

 

-

 

620,412

 

308,784

 

-

 

(161,504)

 

-

 

-

 

1,186,113

CPFL Piratininga

 

215,944

 

-

 

82,985

 

122,403

 

-

 

(36,722)

 

-

 

-

 

384,609

CPFL Santa Cruz

 

107,664

 

-

 

(143)

 

-

 

-

 

(7,156)

 

-

 

4

 

100,369

CPFL Leste Paulista

 

67,149

 

-

 

6,826

 

-

 

-

 

(11,522)

 

(1,971)

 

96

 

60,578

CPFL Sul Paulista

 

68,867

 

-

 

6,743

 

-

 

-

 

(17,264)

 

(7,090)

 

176

 

51,432

CPFL Jaguari

 

43,952

 

-

 

(6,631)

 

-

 

-

 

(12,145)

 

(1,920)

 

4

 

23,261

CPFL Mococa

 

38,345

 

-

 

15,482

 

-

 

-

 

(17,242)

 

(2,443)

 

3

 

34,145

RGE

 

1,289,756

 

-

 

126,851

 

23,010

 

-

 

(185,060)

 

-

 

-

 

1,254,557

CPFL Geração

 

2,534,388

 

-

 

239,561

 

6,029

 

59,308

 

(532,152)

 

(190,300)

 

-

 

2,116,833

CPFL Jaguari Geração

 

48,102

 

-

 

8,962

 

-

 

-

 

(8,709)

 

-

 

-

 

48,356

CPFL Brasil

 

(81,923)

 

-

 

36,426

 

-

 

-

 

(109,557)

 

190,300

 

-

 

35,246

CPFL Planalto

 

587

 

-

 

(702)

 

-

 

-

 

-

 

-

 

-

 

(115)

CPFL Serviços

 

73,056

 

-

 

7,445

 

-

 

-

 

(3,422)

 

-

 

-

 

77,078

CPFL Atende

 

15,187

 

-

 

624

 

-

 

-

 

(2,066)

 

-

 

-

 

13,746

Nect

 

4,646

 

-

 

5,796

 

-

 

-

 

(4,443)

 

-

 

-

 

5,999

CPFL Total

 

21,555

 

-

 

3,226

 

-

 

-

 

(3,888)

 

-

 

-

 

20,893

CPFL Jaguariuna

 

2,187

 

-

 

325

 

-

 

-

 

-

 

-

 

-

 

2,512

CPFL Telecom

 

2

 

-

 

(1,313)

 

-

 

-

 

-

 

-

 

-

 

(1,311)

CPFL Centrais Geradoras

 

-

 

1,553

 

1,065

 

-

 

-

 

-

 

13,424

 

-

 

16,041

CPFL Participações

 

-

 

10

 

-

 

-

 

-

 

-

 

-

 

-

 

10

   

4,867,886

 

1,563

 

1,153,940

 

460,226

 

59,308

 

(1,112,851)

 

-

 

283

 

5,430,352

                                     

 

In the financial statements, the investment balances correspond to the interest in the joint ventures accounted for by the equity method:

 

Investment in joint ventures

 

December 31, 2014

 

December 31, 2013

 

2014

 

2013

 

Shareholders equity interest

 

Equity in subsidiaries

                 

Baesa

 

163,662

 

153,175

 

10,583

 

4,618

Enercan

 

415,952

 

391,728

 

49,040

 

67,640

Chapecoense

 

399,979

 

390,822

 

21,285

 

60,809

EPASA

 

106,243

 

82,839

 

(20,041)

 

(10,961)

Added value on assets, net

 

12,934

 

14,116

 

(1,182)

 

(1,238)

   

1,098,769

 

1,032,681

 

59,684

 

120,868

                 

 

13.2        Added value and goodwill:

Net adjustment to fair value (added value), upon business combination 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 15).

 

13.3        Dividends and Interest on shareholders’ equity receivable:

On 31 December 2014 and 2013, the Company has the following amounts receivable from subsidiaries below, relating to dividends and interest on shareholders’ equity

 

72


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

Parent company

 

Dividends

 

Interest on shareholders´ equity

 

Total

Investment

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

CPFL Paulista

755,625

 

389,872

 

10,570

 

34,879

 

766,195

 

424,752

CPFL Piratininga

-

 

117,816

 

-

 

11,267

 

-

 

129,083

CPFL Santa Cruz

14,000

 

19,764

 

-

 

3,916

 

14,000

 

23,681

CPFL Leste Paulista

-

 

10,323

 

-

 

940

 

-

 

11,263

CPFL Sul Paulista

-

 

21,095

 

-

 

2,165

 

-

 

23,260

CPFL Jaguari

-

 

11,422

 

-

 

723

 

-

 

12,145

CPFL Mococa

-

 

15,919

 

-

 

1,166

 

-

 

17,085

RGE

82,117

 

-

 

50,077

 

25,039

 

132,194

 

25,039

CPFL Jaguari Geração

4,039

 

4,709

 

-

 

-

 

4,039

 

4,709

CPFL Planalto

-

 

5,101

 

-

 

-

 

-

 

5,101

CPFL Serviços

17,182

 

9,080

 

4,583

 

1,601

 

21,765

 

10,681

CPFL Atende

-

 

1,389

 

-

 

624

 

-

 

2,013

Nect

3,793

 

7,696

 

-

 

-

 

3,793

 

7,696

CPFL Total

-

 

792

 

-

 

404

 

-

 

1,196

CPFL ESCO (a)

380

 

-

 

-

 

-

 

380

 

-

 

877,136

 

614,978

 

65,231

 

82,725

 

942,367

 

697,702

(a) Until October 27, 2014 denominated CPFL Participações

 

After decisions by the Annual and Extraordinary General Meeting (AGMs/EGMs) of its subsidiaries, in the first half-year the Company recognized R$ 886,149 as dividends and interest on shareholders’ equity receivable for 2014. The subsidiaries also declared interim dividends of R$ 607,118, in relation to the first half-year of 2014. After approval by the Board of Directors in August 2014, these amounts were recognized as receivables. In December 31, 2014, the Company recorded a receivable of R$ 380 as minimum mandatory dividend of the subsidiary CPFL ESCO.

Of the amounts recorded as receivables, R$ 1,248,982 was paid to the Company by the subsidiaries.

In December 31, 2014 the balance of dividends and interest on shareholders’ equity receivable is R$ 54,483 (R$ 55,265 in December 31, 2013) refers to the joint ventures and associates (Note 3).

 

13.4        Corporate restructuring 2013 and 2014 - CPFL Centrais Geradoras, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa:

On July 31, 2013, to comply the Decree 7,805/12 and Law 12,783/13 in relation to deverticalization of generation operation contained in distributors companies, the Company put into effect the corporate restructuring which resulted in the spin-off of the generation assets of the distributors CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa, which were transferred to CPFL Centrais Geradoras and the Company holds 100% of the capital of the direct subsidiary CPFL Centrais Geradoras.

The net equity of the distribution subsidiaries spun-off, as of July 31, 2013, was R$13,424.

In 204, complementing this operation, an additional amount of R$ 5,828 was spun-off in relation to generation assets and registered in the property, plant and equipment of the subsidiary CPFL Centrais Geradoras (Note 14), set against the outflow of the financial asset of concession of R$ 5,542 (Note 11) and the intangible asset of R$ 286 (note 15) of the distribution subsidiaries.

This restructuration between the subsidiaries had no impact on Parent Company or consolidated financial statement.

 

13.5        Corporate restructuring – CPFL Serviços and CPFL ESCO:

A corporate restructuring took place on October 31, 2014 as a result of spin-off of the assets of CPFL Serviços, related to the provision of rental, maintenance and operating services for the diesel oil energy generation plants, signed with free consumers, denominated "auto-production". These assets were spun off from the subsidiary CPFL Serviços to the subsidiary CPFL ESCO.

The net equity of the subsidiary CPFL Serviços spun-off at October 31, 2014 was R$ 48,154, as a result of this transaction.

The restructuring between the subsidiaries had no impact on the Company's individual or consolidated financial statements, since it wasn´t a business combination, as there wasn’t a change in control. 

 

 

73


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

13.6        IPO of CPFL Renováveis - 2013:

The initial public offer of 28 million common shares, second offer of 43.9 million common shares and complementary offer of 1.2 common shares of the subsidiary CPFL Renováveis, were completed on August, 2013. A total of 73.1 million shares were offered, amounting a total of R$ 914,686. The operation raised a gross amount (i) of R$ 364,687 with the initial and complementary offer; and (ii) R$ 549,999 with the second offer.  Fund-raising costs of R$ 36,187 were incurred in the transaction.

As a result of the transaction, the indirect interest in CPFL Renováveis was reduced from 63% to 58.84% on August 31, 2013, by the subsidiary CPFL Geração, and a positive impact of R$ 59,308 related to the change in the interest was accounted for as an equity transaction in accordance with ICPC 09 (R2) / IFRS10 and recorded directly in the shareholder’s equity, in a capital reserve account.

 

13.7        Business combinations

13.7.1  Rosa dos Ventos Geração e Comercialização de Energia S.A. – (“RDV”):

On 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 Ceará State. 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 unaudited).

On February 28, 2014 was concluded the Rosa dos Ventos acquisition, by the total price of R$103,358, which includes: (i) the amount of R$ 70,269 paid to the seller; and (ii) price adjustment of R$634;and (iii) assumption of Rosa dos Ventos’ net debt of R$32,428.

Additional information about acquisition

a) Considerations

 

 

Rosa dos Ventos

 

February 28, 2014

Consideration transferred:

 

Transferred cash directly to shareholders

70,296

Price adjustment paid to the sellers accordingly to contractual clause

634

Total consideration

70,930

 

 

b) Assets acquired and liabilities recognized on the acquisition date

The total amount of the considerations transferred (paid) was allocated at fair value to the assets acquired and liabilities assumed, including the intangible assets related to the right to operate the authorization, which will be amortized over the remaining period of the authorization tied to operation of the wind farms. The average term for Rosa dos Ventos is estimated at 18 years. Consequently, as the total amount paid was allocated to identified assets and liabilities, no residual amount was allocated to goodwill for this transaction.

The allocation of the amount paid is based on economic/financial valuation report. The subsidiary's management does not expect the amount allocated as the right to operate the acquisition to be tax-deductible and has therefore recorded deferred income tax and social contribution for the difference between the amount allocated to the assets and liabilities and their corresponding tax bases.

 

 

74


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The accounting for the Rosa dos Ventos acquisition was concluded. We show below the assets acquired and the liabilities assumed of Rosa do Ventos at fair value:

 

 

Rosa dos

 

Ventos

 

February 28, 2014

Current assets

 

Cash and cash equivalents

2,466

Other current assets

6,231

 

Noncurrent assets

 

Fiduciary investments

4,223

Property, plant and equipment

50,102

Intangible

67,741

Deferred taxes

570

Other noncurrent asset

307

 

Current liabilities

3,797

 

Noncurrent liabilities

 

Loans, Financings and Debentures

32,934

Deferred taxes on exploitation rights

23,032

Allowance for demobilization

947

Net assets acquired

70,930

Consideration transferred

70,930

   

 

c) Outflow of net cash on acquisition of the subsidiary

 

 

Rosa dos Ventos

 

February 28, 2014

Consideration paid in cash

70,930

Less: Balance of cash and cash equivalent acquired

(2,466)

Acquisition net cash

68,464

 

 

d) Financial information on the net operating revenue and net income of the subsidiary acquired included in the 2014 consolidated financial statements:

 

 

Net operating revenue

 

Net income

 

2014

 

2014

Rosa dos Ventos - from March 1, 2014 to December 31, 2014.

15,166

 

7,711

 

The Company's financial statement for 2014 includes 10 (ten) months of operations of the subsidiary Rosa dos Ventos.

 

 

75


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

13.7.2  Acquistion of Dobrevê Energia S.A. - (“DESA”):

On February 2014, the subsidiaries CPFL Renováveis and CPFL Geração signed an association agreement, whereby CPFL Renováveis merged WF2 Holding S.A. (“WF2”), wholly owner of the DESA’s shares on the acquisition date. Arrow - Fundo de Investimentos e Participações (“FIP Arrow”) held all shares of WF2. On October 1, 2014, after all the preliminary conditions have been fulfilled, the acquisition was concluded, as follows.

The shareholders of both CPFL Renováveis, and FIP Arrow approved the Protocol and Justification for Merger and the Termination of the Association Agreement in Extraordinary General Meetings which the approvals come into effect on October 1, 2014. Therefore, on October 1, 2014, FIP Arrow contributed in CPFL Renováveis the net assets of WF2 as a capital increase, in turn CPFL Renováveis issued to FIP Arrow 61,752,782 new ordinary shares, whereby FIP Arrow became a shareholder of CPFL Renováveis, with an interest of 12.27%.

After the capital increase, the subsidiary CPFL Renováveis merged with WF2, which is now terminated, and CPFL Renováveis, now holds 100% of WF2's interest in DESA. Consequently, DESA is now controlled by CPFL Renováveis.   

The exchange ratio of the shares of 100% of WF2 by 12.27% of CPFL Renováveis (after the new ordinary shares issued) was freely negotiated and agreed by the parties and reflects the best valuation of WF2 and CPFL Renováveis

This association resulted in a business combination in accordance with CPC 15 (R) – Combinação de Negócios and IFRS 3 (R) – Business Combinations, as CPFL Renováveis obtained the control of DESA by issuing new shares.

Due this shares issuance, the Shareholders’ Equity of CPFL Renováveis increased by R$ 833,633, which represents their respective fair value. The fair value of the shared issued was determined based on the income approach.

As a result of this transaction, the Company’s interest in CPFL Renováveis, through CPFL Geração, was diluted from 58.83% to 51.61% and the carrying amount of the controlling and non-controlling interest were adjusted to reflect the change in the relative interest in CPFL Renováveis (R$ 180,297 in its equity interest from non-controlling to controlling shareholders). This was recognized as an equity transaction, in accordance with ICPC 09 (R2) and IFRS 10, i.e. a transaction with the partners as owners, and accounted for directly in Shareholders’ Equity in the capital reserve, as follows:

 

     

Before capital increase

 

After capital increase

   
 

Shareholders' equity attributable to:

 

Number of shares

 

Shareholders' equity percentage (1)

 

Interest

 

Number of shares

 

Shareholders' equity percentage (2)

 

Interest

 

Interest increase

 

CPFL Energia - controlling shareholder

 

259,748,799

 

58.83%

 

2,037,289

 

259,748,799

 

51.61%

 

2,217,587

 

180,297

 

Non-controlling shareholder

 

181,781,079

 

41.17%

 

1,425,781

 

243,533,861

 

48.39%

 

2,079,146

 

653,366

     

441,529,878

 

100%

 

3,463,070

 

503,282,660

 

100%

 

4,296,733

 

833,663

(1)

Interest on September 30, 2014

(2)

Interest on October 1, 2014

 

Additional information about the acquisition (WF2 acquisition)

a) Assets acquired and liabilities recognized on the acquisition date

On the acquisition date, the total consideration transferred (fair value of the shares issued by CPFL Renováveis) was allocated to the assets acquired and liabilities assumed, including the intangible assets related to the right to operate the authorization, which will be amortized over the remaining period of the authorization tied to operation of the wind farms and SHPs. The average term is estimated at 25 years. Consequently, as the total consideration transferred was allocated to identified assets and liabilities assumed, no residual amount was allocated to goodwill for this transaction.

The subsidiary's management does not expect the amount allocated as the right to operate the acquisition to be tax-deductible and has therefore recorded deferred income tax and social contribution for the difference between the amount allocated to the assets and liabilities and their corresponding tax bases.

The initial accounting for the acquisition of WF2 was provisionally determined at the end of the base period for the consolidated  financial statements, based on Management’s analysis, until the economic-financial valuation is finalized by an independent advisor.

 

 

76


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The fair value of the assets and liabilities and allocation of the price paid are shown below.

 

   

WF2

   

consolidated

   

October 1, 2014

Current asset

   

Cash and cash equivalents

 

139,293

Other current assets

 

32,274

     

Noncurrent assets

   

Property, plant and equipment

 

1,295,476

Intangible

 

7,937

Intangible - exploitation right

 

784,459

Other noncurrent assets

 

98,264

     

Current liabilities

   

Loans, financings and debentures

 

102,996

Other current liabilities

 

106,097

   

Noncurrent liabilities

   

Loans, financings and debentures

 

871,987

Deferred taxes

 

280,234

Other noncurrent liabilities

 

56,406

Net assets acquired

 

939,983

     

Goodwill on acquisition

   

Consideration transferred:

 

833,663

(+) Noncontrolling shareholders interest

 

106,320

(-) Fair value of net assets acquired

 

939,983

Goodwill

 

-

 

The fair values shown above are provisional and confirmation of the amounts is pending on receipt of the economic-financial assessment report, currently being prepared by an independent assessor:

 

 

R$

Property, plant and equipment

1,295,476

Intangible

7,937

Intangible - exploitation right

784,459

Deferred taxes

280,234

Other noncurrent liabilities

56,406

(+) Noncontrolling shareholders interest

106,320

 

The Management expected the economic/financial assessment report abovementioned will be ended by April, 2015.

Also, no adjustments of the fair values of assets and liabilities were recognized between the acquisition date and the base date for the consolidated financial statements.

 

 

77


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

b) Income of net cash on the association

 No cash payment was made, considering that the acquisition happened by the share exchange, only the cash of WF2 (R$139,293) was incorporated.

 

c) Financial information on the net operating revenue and net income of the subsidiary acquired included in the consolidated financial statements in 2014

 

 

Net operating revenue

 

Net income

 

2014

 

2014

Consolidated DESA - from October 1, 2014 to December 31, 2014.

48,036

 

1,880

 

The Company's consolidated information for 2014 includes 3 (three) months of operations of DESA.

 

d) Non-controlling interests

Non-controlling interests, consisting of 40% of the participation of third parties in Ludesa Energética S.A., WF2's subsidiary, and totaling R$ 106,320, was recognized in the consolidated financial statements on the acquisition date, based on its fair value. This participation was assessed at fair value using the income approach method.

 

13.7.3            Combined financial information on the net operating income and profit (loss) for the 2014 if the acquisitions had occurred on January 1, 2014.

 

 

Net operating

revenue

Net income

(loss)

 

2014

 

2014

Consolidated CPFL Energia - historical

17,305,942

 

886,443

Consolidated pro forma adjustment (i)

104,038

 

(46,106)

Total

17,409,980

 

840,337

 

 (i) The pro forma adjustments to the net operating income took into account the addition of the net operating income of the subsidiaries Rosa dos Ventos and WF2 for the period in which they were not controlled and consequently not consolidated by the Company.

The pro forma adjustments of the net profit (loss) take into account: (i) addition of the profit or loss of the subsidiaries Rosa dos Ventos and WF2 for the period in which they were not controlled by the Company; (ii) inclusion of amortization of the exploration right, net of tax effects, if the acquisition had occurred on January 1, 2014; (iii) exclusion of the effects of non-recurring consultancy expenses in relation to the association with WF2; and (iv) inclusion of the financial effects of the debentures issued by WF2 to acquire DESA’ noncontrolling shareholders.

 

 

78


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

13.8        Non-controlling shareholders and joint ventures:

Disclosure of interests in subsidiaries, as per IFRS 12 and CPC 45, is as follows:

13.8.1  Changes in the interest of non-controlling shareholders:

 

 

CERAN

 

CPFL

 Renováveis

 

Paulista

Lajeado

 

Total

At December 31, 2012

205,091

 

1,227,955

 

77,355

 

1,510,401

Equity interests and voting capital

35.00%

 

37.00%

 

40.07%

   
               

Net equity attributable to noncontrolling shareholders

24,380

 

(19,851)

 

7,088

 

11,617

Initial public offering - IPO

-

 

269,192

 

-

 

269,192

Dividends

(13,140)

 

-

 

(6,750)

 

(19,890)

Other movements

-

 

3,566

 

(69)

 

3,497

At December 31, 2013

216,331

 

1,480,864

 

77,624

 

1,774,819

Equity interests and voting capital

35.00%

 

41.16%

 

40.07%

   
               

Net equity attributable to noncontrolling shareholders

13,145

 

(72,782)

 

(3,097)

 

(62,733)

Business combination

-

 

759,686

 

-

 

759,686

Dividends

(15,022)

 

(7,417)

 

(7,099)

 

(29,538)

Other movements

-

 

(1,254)

 

(1)

 

(1,255)

At December 31, 2014

214,454

 

2,159,096

 

67,427

 

2,440,978

Equity interests and voting capital

35.00%

 

48.39%

(*)

40.07%

   

 

* Noncontrolling shareholders interests were 41.16% to February 28, 2014, 41.17% from March to September 2014 and 48.39% from October 1, 2014.

 

On October 1, 2014, the indirect subsidiary CPFL Renováveis acquired control of WF2 (holder of all the shares issued by DESA), with a total effect of R$ 759,686 on the participation of minority interests. The effect is due to the increased participation of minority interests due to acquisition of the control of WF2 (R$ 653,366) and registration at fair value of the participation of minority interests in Ludesa Energética S.A., indirect subsidiary of WF2 (R$ 106,320). For further information, see Note 13.7.2.

 

 

79


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

13.8.2  Summarized financial information for each of the Company's subsidiaries listing the interest of non-controlling shareholders:

The summarized financial information at December 31, 2014 and 2013 of subsidiaries in which non-controlling interests are as follows:

 

                         
   

December 31, 2014

 

December 31, 2013

 

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

Current assets

 

138,684

 

1,166,223

 

13,756

 

110,430

 

1,040,470

 

26,529

Cash and cash equivalents

 

84,201

 

828,411

 

328

 

73,686

 

731,055

 

14,657

Noncurrent assets

 

1,040,545

 

10,469,653

 

116,751

 

1,090,695

 

8,454,767

 

116,739

                         

Current liabilities

 

129,255

 

1,019,960

 

35,315

 

96,831

 

1,082,806

 

24,241

Financial liabilities

 

108,355

 

786,660

 

9,388

 

64,921

 

986,721

 

1,577

Noncurrent liabilities

 

437,249

 

6,273,418

 

-

 

486,207

 

4,834,189

 

-

Financial liabilities

 

437,249

 

4,972,544

 

-

 

486,207

 

3,842,990

 

-

Shareholders' equity

 

612,726

 

4,342,498

 

95,192

 

618,087

 

3,578,242

 

119,027

Controlling  shareholders´ interest

 

612,726

 

4,230,497

 

95,192

 

618,087

 

3,564,362

 

119,027

Non-controlling  shareholders´ interest

 

-

 

112,001

 

-

 

-

 

13,880

 

-

                         
   

2014

 

2013

   

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

Net operating revenue

 

327,066

 

1,247,627

 

42,771

 

270,511

 

1,018,612

 

65,641

Depreciation and amortization

 

(50,017)

 

(432,267)

 

(6)

 

(47,050)

 

(348,355)

 

(6)

Interest income

 

11,604

 

87,131

 

656

 

5,928

 

46,793

 

615

Interest expense

 

(40,441)

 

(418,141)

 

-

 

(44,957)

 

(305,051)

 

-

Social contribution and income tax

 

(18,880)

 

(33,645)

 

(2,691)

 

(34,884)

 

(10,607)

 

(8,044)

Net income (loss)

 

37,558

 

(167,362)

 

(7,728)

 

69,657

 

(55,017)

 

17,693

Net income (loss) attributable to controlling shareholders

 

37,558

 

(168,771)

 

(7,728)

 

69,657

 

(54,947)

 

17,693

Net income (loss) attributable to noncontrolling shareholders

 

-

 

1,410

 

-

 

-

 

(70)

 

-

 

13.8.3  Joint venture:

Summarized financial information of the joint venture at December 31, 2014 and 2013 are as follows:

 

   

December 31, 2014

 

December 31, 2014

Joint venture

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

Current assets

 

143,213

 

71,178

 

252,223

 

337,891

 

97,961

 

58,980

 

144,018

 

171,387

Cash and cash equivalents

 

45,329

 

19,178

 

154,554

 

96,588

 

21,483

 

36,010

 

44,924

 

19,173

Noncurrent assets

 

1,238,047

 

1,210,974

 

3,090,190

 

637,190

 

1,296,035

 

1,267,818

 

3,200,402

 

644,508

                                 

Current liabilities

 

149,088

 

138,909

 

374,374

 

480,948

 

136,414

 

131,196

 

274,679

 

279,753

Financial liabilities

 

91,723

 

130,122

 

313,222

 

345,657

 

88,969

 

125,372

 

206,968

 

158,049

Noncurrent liabilities

 

378,465

 

488,751

 

2,183,767

 

308,168

 

453,592

 

583,045

 

2,303,424

 

374,763

Financial liabilities

 

338,297

 

479,329

 

2,183,155

 

307,622

 

416,513

 

573,781

 

2,295,940

 

374,696

Shareholders' equity

 

853,707

 

654,492

 

784,272

 

185,965

 

803,990

 

612,557

 

766,317

 

161,379

                                 
   

2014

 

2013

Joint venture

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

Net operating revenue

 

492,921

 

395,440

 

820,500

 

1,220,511

 

465,617

 

277,940

 

669,126

 

585,535

Depreciation and amortization

 

(53,674)

 

(50,554)

 

(130,988)

 

(32,339)

 

(50,370)

 

(51,736)

 

(133,035)

 

(32,298)

Interest income

 

14,295

 

6,345

 

26,208

 

2,368

 

14,480

 

4,386

 

12,049

 

972

Interest expense

 

(40,572)

 

(32,933)

 

(135,463)

 

(34,983)

 

(45,363)

 

(39,658)

 

(140,427)

 

(37,609)

Social contribution and income tax

 

(50,112)

 

(20,982)

 

(21,751)

 

16,862

 

(69,620)

 

(9,433)

 

(60,844)

 

10,750

Net income (loss)

 

100,650

 

42,321

 

41,735

 

(34,271)

 

138,832

 

18,462

 

119,233

 

(20,778)

Equity Interests and voting capital

 

48.72%

 

25.01%

 

51.00%

 

57,13% (*)

 

48.72%

 

25.01%

 

51.00%

 

52.75%

*Until February 28, 2014, direct subsidiary CPFL Geração interest was 52.75%

 

Although CPFL Energia indirectly holds interest of more than 50% in Epasa and Chapecoense, CPFL Energia indirectly jointly controls these investments jointly with other shareholders. Analysis of the classification of the type of investment is based on the Shareholders' Agreement for each venture.

The loans obtained from the BNDES by the joint ventures ENERCAN, BAESA and Foz do Chapecó establish restrictions on payment of dividends to our subsidiary CPFL Geração in excess of the mandatory minimum of 25% without the prior consent of the BNDES.

 

80


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

13.8.4   Joint venture operations:

Through its fully-owned subsidiary CPFL Geração, the Company holds part of the assets of the Serra da Mesa hydropower plant, located on the Tocantins River, in Goias State. The concession and operation of the hydropower plant belong to Furnas Centrais Elétricas S.A. In order to maintain these assets operating jointly with Furnas, it´s assured to CPFL Geração 51.54% of the installed power of 1,275 MW (657 MW) and the guaranteed mean energy of 671 MW (mean 345.4 MW) until 2028 (physical information and energetic capacity measures not reviewed by the independent auditors).

 

13.9        Capital increase in the joint venture Epasa:

At an Extraordinary General Meeting (EGM) of the joint venture EPASA held on January 31, 2014, it was approved a capital increase of R$ 65,000. An amount of R$ 34,288 was subscribed and paid up by the subsidiary CPFL Geração in proportion to its interest in EPASA's capital. 

As per corporate law legislation, the other shareholders have the option to exercise the preference to subscribe shares to be issued within 30 days of signing of the Notice to Shareholders, published on February 1, 2014. At the same EGM, the subsidiary CPFL Geração stated its interest in subscribing the remaining shares, in case the other shareholders do not exercise the right to preference within the stipulated period. After this period, the shareholders Eletricidade do Brasil S.A. and OZ&M Incorporação e Participação Ltda. partially exercised the share subscription rights granted to them, subscribing and paying up the amounts of R$ 14,000 and R$ 1,000, respectively.

In accordance with the Notice to Shareholders, Eletricidade do Brasil S.A. expressed its interest in subscribing the remaining shares, within the period stipulated in the Notice to Shareholders published on March 12, 2014. On March 21, 2014, Eletricidade do Brasil S.A and the subsidiary CPFL Geração, paid up the remaining shares, at R$ 4,556 and R$ 11,157, respectively. Through the subsidiary CPFL Geração, the Company now holds 57.13% of the capital of the joint venture EPASA. The change of R$ 2,002 in corporate interest was registered in the investment and income of the subsidiary CPFL Geração, and consequently, also of the Company.

The other shareholders are assured by the Shareholders Agreement of the right to exercise the option to purchase any remaining shares within 12 months from the date on which the remaining shares are paid up, in order to recompose their diluted interest.

 

13.10     Advance to future capital increase:

In December 31, 2014 the advance to future capital increase refers to the subsidiaries: (i) CPFL Paulista (R$ 12,493); (ii) CPFL Piratininga (R$ 15,511) (iii) CPFL Jaguariuna (R$ 110) and (iv) CPFL Telecom (R$ 27,043).

 

81


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 14 )   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

As of December 31, 2012

110,609

 

1,116,551

 

1,312,422

 

3,908,751

 

5,370

 

15,986

 

634,372

 

7,104,060

Cost

117,394

 

1,459,396

 

1,677,795

 

5,044,085

 

10,772

 

23,956

 

634,372

 

8,967,768

Accumulated depreciation

(6,786)

 

(342,845)

 

(365,372)

 

(1,135,334)

 

(5,402)

 

(7,969)

 

-

 

(1,863,708)

                               

Additions

-

 

926

 

2,551

 

1,000

 

373

 

38

 

926,029

 

930,916

Disposals

-

 

-

 

-

 

(1,071)

 

(847)

 

(24)

 

(153)

 

(2,095)

Provision to environmental costs

-

 

-

 

(17,747)

 

-

 

-

 

-

 

-

 

(17,747)

Transfers

4,203

 

13,988

 

172,530

 

373,362

 

19,531

 

543

 

(584,156)

 

-

Transfers to/from other assets - cost

(15)

 

440

 

(200)

 

15,946

 

17

 

117

 

422

 

16,727

Reclassification of cost

1,286

 

(104,176)

 

(119,373)

 

230,290

 

3

 

(343)

 

(7,687)

   

Depreciation

(4,089)

 

(43,995)

 

(71,159)

 

(206,087)

 

(2,379)

 

(2,961)

 

-

 

(330,670)

Disposal of depreciation

-

 

-

 

-

 

103

 

527

 

15

 

-

 

645

Reclassification and transfers to/from other assets - depreciation

-

 

(947)

 

38,524

 

(35,808)

 

22

 

377

 

-

 

2,169

Spin-off generation activity on the distribuition - cost (note 13)

3,953

 

5,420

 

3,070

 

7,443

 

83

 

(10)

 

-

 

19,959

Spin-off generation activity on the distribuition - depreciation (note 13)

-

 

(1,680)

 

(2,225)

 

(2,595)

 

(38)

 

(6)

 

-

 

(6,544)

                               

As of December 31, 2013

115,946

 

986,527

 

1,318,394

 

4,291,334

 

22,661

 

13,731

 

968,826

 

7,717,419

Cost

126,820

 

1,375,993

 

1,718,629

 

5,671,053

 

29,928

 

24,277

 

968,826

 

9,915,527

Accumulated depreciation

(10,874)

 

(389,466)

 

(400,235)

 

(1,379,719)

 

(7,267)

 

(10,545)

 

-

 

(2,198,107)

                               

Additions

-

 

375

 

372

 

6,739

 

-

 

88

 

330,900

 

338,475

Disposals

(1,772)

 

-

 

(12,723)

 

(14,719)

 

(1,804)

 

(582)

 

(71,760)

 

(103,359)

Provision to environmental costs

-

 

-

 

9,193

 

-

 

-

 

-

 

-

 

9,193

Transfers, net

500

 

(3,674)

 

156,986

 

997,610

 

14,862

 

(92)

 

(1,166,193)

 

-

Transfers to/from other assets - cost

(23)

 

163

 

(7,467)

 

(5,284)

 

-

 

(103)

 

(3,716)

 

(16,430)

Depreciation

(3,981)

 

(61,923)

 

(54,392)

 

(293,464)

 

(4,511)

 

(2,280)

 

-

 

(420,551)

Disposal of depreciation

-

 

-

 

-

 

404

 

1,026

 

482

 

-

 

1,911

Business combination

48,644

 

180,642

 

70,343

 

715,585

 

93

 

240

 

330,030

 

1,345,577

Spin-off generation activity on the distribuition - cost (note 13)

-

 

-

 

460

 

6,089

 

-

 

204

 

-

 

6,754

Spin-off generation activity on the distribuition - depreciation (note 13)

-

 

-

 

(32)

 

(866)

 

-

 

(28)

 

-

 

(926)

                               

As of December 31, 2014

159,314

 

1,102,110

 

1,481,136

 

5,703,428

 

32,328

 

11,660

 

388,088

 

8,878,064

Cost

174,169

 

1,553,404

 

1,939,485

 

7,392,044

 

43,081

 

22,462

 

388,088

 

11,512,733

Accumulated depreciation

(14,855)

 

(451,295)

 

(458,349)

 

(1,688,616)

 

(10,753)

 

(10,802)

 

-

 

(2,634,669)

                               

Average depreciation rate 2014

3.86%

 

2.99%

 

2.85%

 

4.44%

 

14.29%

 

11.25%

       

Average depreciation rate 2013

3.86%

 

3.16%

 

2.75%

 

3.91%

 

14.23%

 

10.46%

       

 

82


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

In the financial statements, the figure for construction in progress refers mainly to works in progress of the operating subsidiaries and/or those under development, especially CPFL Renováveis’ projects, which has construction in progress of R$ 262, 225, in December 31, 2014. In 2014, of the amount of R$ 71,760 shown as disposal  of construction in progress, R$ 67,342 refers to the return by suppliers of the advances made by CPFL Renováveis before December 31, 2013, due to termination of the equipment supply contract.

In 2013, the subsidiary CPFL Renováveis completed the review of the property, plant and equipment subsidiary ledger of the subsidiary Bons Ventos (“BVP”), as a result of which it reclassified buildings and improvements to machinery and equipment, both shown in the line "reclassification of cost". The reclassification did not result in changes in the depreciation expense, as the useful lives of these assets were  correctly applied.

In accordance with CPC 20 (R1) / IAS 23, the interest on loans and financing taken out by the subsidiaries to finance the construction is capitalized during the construction phase. During 2014, R$ 4,236 was capitalized in the financial statements (R$ 48,339 in 2013). For further details on interest capitalized see note 30.

In the consolidated, depreciation expenses are registered in income statement at “depreciation and amortization” (note 29).

At December 31, 2014, the total amount of fixed assets pledged as collateral for loans and financing, as mentioned in Note 17, was approximately R$ 3,656,329, mainly relating to the subsidiary CPFL Renováveis (R$ 3,625,028).

 

14.1 Impairment testing: For all the reporting years the Company evaluates whether there are indicators of impairment of its assets that would require an impairment test. The evaluation was based on external and internal information sources, taking into account variations in interest rates, changes in market conditions and other factors.

The result of the assessment indicated no signs of impairment of these assets in any of the reporting periods and therefore no impairment losses were recognized.

 

( 15 )   INTANGIBLE ASSETS

 

 

Consolidated

 

Goodwill

 

Concession right

 

Other intangibles

 

Total

   

Acquired in business combinations

 

Distribution infrastructure - operational

 

Distribution infrastructure - in progress

 

Public utilities

   

As of December 31, 2012

6,115

 

4,611,347

 

3,816,428

 

633,313

 

33,001

 

80,108

 

9,180,312

Cost

6,152

 

6,815,774

 

9,183,730

 

633,313

 

38,679

 

156,661

 

16,834,309

Accumulated amortization

(37)

 

(2,204,427)

 

(5,367,301)

 

-

 

(5,678)

 

(76,553)

 

(7,653,996)

                           

Additions

-

 

-

 

-

 

853,649

 

-

 

7,444

 

861,093

Amortization

-

 

(296,978)

 

(413,994)

 

-

 

(1,419)

 

(14,196)

 

(726,587)

Transfer - intangible assets

-

 

-

 

412,930

 

(412,930)

     

-

 

-

Transfer - financial asset

-

 

-

 

(22,499)

 

(498,669)

 

-

 

-

 

(521,169)

Disposal and transfer - other assets

-

 

(1,989)

 

(29,115)

 

(1,232)

 

-

 

(12,433)

 

(44,769)

Spin-off generation activity on the distribuition (note 13)

-

 

-

 

(553)

 

-

 

-

 

-

 

(553)

                           

As of December 31, 2013

6,115

 

4,312,381

 

3,763,197

 

574,131

 

31,582

 

60,922

 

8,748,328

Cost

6,152

 

6,811,237

 

9,310,710

 

574,131

 

35,840

 

156,023

 

16,894,093

Accumulated amortization

(37)

 

(2,498,856)

 

(5,547,513)

 

-

 

(4,258)

 

(95,100)

 

(8,145,764)

                           

Additions

-

 

-

 

-

 

709,811

 

-

 

18,887

 

728,698

Amortization

-

 

(285,018)

 

(440,689)

 

-

 

(1,419)

 

(13,166)

 

(740,292)

Transfer - intangible assets

-

 

-

 

433,440

 

(433,440)

 

-

 

-

 

-

Transfer - financial asset

-

 

-

 

235

 

(436,087)

 

-

 

-

 

(435,852)

Disposal and transfer - other assets

-

 

-

 

(21,279)

 

159

 

-

 

16,357

 

(4,763)

Business combination

-

 

856,650

 

-

 

-

 

-

 

3,488

 

860,138

Spin-off generation activity on the distribuition (note 13)

-

 

-

 

(299)

 

-

 

-

 

13

 

(286)

                           

As of December 31, 2014

6,115

 

4,884,012

 

3,734,606

 

414,574

 

30,162

 

86,503

 

9,155,973

Cost

6,152

 

7,670,434

 

9,526,355

 

414,574

 

35,840

 

195,577

 

17,848,932

Accumulated amortization

(37)

 

(2,786,422)

 

(5,791,748)

 

-

 

(5,678)

 

(109,074)

 

(8,692,959)

 

In the consolidated Income Statement  the amortization of intangibles is recorded under the following headings: (i) “depreciation and amortization” for the amortization of the intangible assets related to distribution infrastructure, public utilities and other intangible assets; and (ii) “amortization of intangible concession asset” for amortization of the intangible asset acquired through business combination (note 29).

 

83


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

In accordance with CPC 20 (R1) and IAS 23, the interest on loans taken out by the subsidiaries is capitalized to qualifying intangible assets. During 2014 R$ 8,044 was capitalized in the consolidated financial statement  (R$ 8,845 in 2013) at a rate of 7.50% p.a. (8.32% p.a. in 2013).

 

15.1        Intangible asset 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

 

December 31, 2014

 

December 31, 2013

 

Annual amortization rate

 

Historic cost

 

Accumulated amortization

 

Net value

 

Net value

 

December 31, 2014

 

December 31, 2013

Intangible asset - acquired in business combinations

                     

Intangible asset acquired, not merged

                     

Parent company

                     

CPFL Paulista

304,861

 

(172,465)

 

132,397

 

147,933

 

5.10%

 

6.03%

CPFL Piratininga

39,065

 

(20,694)

 

18,371

 

20,192

 

4.66%

 

4.85%

RGE

3,150

 

(1,386)

 

1,764

 

1,943

 

5.70%

 

5.86%

CPFL Geração

54,555

 

(29,046)

 

25,509

 

28,170

 

4.88%

 

4.83%

CPFL Santa Cruz

9

 

(8)

 

1

 

3

 

16.22%

 

16.40%

CPFL Leste Paulista

3,333

 

(2,820)

 

513

 

1,091

 

17.36%

 

17.45%

CPFL Sul Paulista

7,288

 

(6,132)

 

1,156

 

2,434

 

17.53%

 

16.94%

CPFL Jaguari

5,213

 

(4,500)

 

713

 

1,710

 

19.13%

 

16.49%

CPFL Mococa

9,110

 

(8,069)

 

1,041

 

2,638

 

17.53%

 

18.96%

CPFL Jaguari Geração

7,896

 

(2,810)

 

5,086

 

5,616

 

6.71%

 

7.07%

 

434,480

 

(247,930)

 

186,550

 

211,730

       
                       

Subsidiaries

                     

CPFL Renováveis

3,993,342

 

(415,016)

 

3,578,326

 

2,850,857

 

4.11%

 

4.11%

Outros

15,096

 

(14,175)

 

921

 

1,083

       
 

4,008,438

 

(429,191)

 

3,579,246

 

2,851,940

       
                       

Subtotal

4,442,918

 

(677,121)

 

3,765,797

 

3,063,670

       
                       

Intangible asset acquired and merged – deductible

                     

Subsidiaries

                     

RGE

1,120,266

 

(818,702)

 

301,564

 

321,225

 

1.75%

 

1.89%

CPFL Geração

426,450

 

(287,347)

 

139,103

 

155,698

 

3.89%

 

3.66%

Subtotal

1,546,716

 

(1,106,049)

 

440,667

 

476,923

       
                       

Intangible asset acquired and merged – reassessed

                     

Parent company

                     

CPFL Paulista

1,074,026

 

(643,640)

 

430,386

 

479,952

 

4.61%

 

5.39%

CPFL Piratininga

115,762

 

(61,322)

 

54,439

 

59,836

 

4.66%

 

4.85%

RGE

310,128

 

(142,488)

 

167,640

 

184,700

 

5.50%

 

5.65%

CPFL Santa Cruz

61,685

 

(55,631)

 

6,054

 

12,241

 

10.03%

 

10.14%

CPFL Leste Paulista

27,034

 

(24,325)

 

2,709

 

6,615

 

14.45%

 

14.47%

CPFL Sul Paulista

38,168

 

(33,984)

 

4,184

 

9,662

 

14.35%

 

14.02%

CPFL Mococa

15,124

 

(13,858)

 

1,266

 

3,390

 

14.05%

 

14.85%

CPFL Jaguari

23,600

 

(21,404)

 

2,195

 

5,813

 

15.33%

 

14.28%

CPFL Jaguari Geração

15,275

 

(6,600)

 

8,675

 

9,578

 

5.91%

 

6.23%

Subtotal

1,680,801

 

(1,003,252)

 

677,548

 

771,788

       
                       

Total

7,670,434

 

(2,786,422)

 

4,884,012

 

4,312,381

       
                       

 

 The intangible asset acquired in business combinations associated to the right to operate the concessions comprises:

·         Intangible asset acquired, not merged

Relates basically to the intangible asset of acquisition of the shares held by non-controlling interests prior to adoption of CPC 15 and IFRS 3.

·         Intangible asset acquired and merged - Deductible

Intangible asset on the acquisition of the subsidiaries that was merged with the respective net equities, without application of CVM Instructions nº 319/99 and nº 349/01, that is, without segregation of the amount of the tax benefit.

·         Intangible asset acquired and merged – Reassessed

In order to comply with ANEEL instructions and avoid the intangible asset amortization resulting from the merger of a parent company causing a negative impact on dividends paid to the non-controlling shareholders, the subsidiaries applied the concepts of CVM Instructions nº 319/99 and nº 349/01 to the intangible acquisition asset. A reserve was therefore recorded to adjust the intangible asset, set against the special equity reserves for intangible asset on the merger of each subsidiary, so that the effect on the equity reflects the tax benefit of the merged intangible asset. These changes affected the Company's investment in the subsidiaries, and in order to adjust this, a non-deductible intangible asset was recorded for tax purposes.

 

84


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

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 combination are based on the projected income curves of the concessionaires for the remainder of the concession term, and these projections are reviewed annually.

 

15.2        Impairment test:

For all the reporting years the Company evaluates whether there are indicators of impairment of its assets that would require an impairment test. The evaluation was based on external and internal information sources, taking into account variations in interest rates, changes in market conditions, the profitability of its operations and other factors.

The result of the assessment indicated no signs of impairment of these assets in any of the reporting years and there is no impairment loss to be recognized.

 

( 16 )   SUPPLIERS

 

 

Consolidated

 

December 31, 2014

 

December 31, 2013

Current

     

System service charges

-

 

61,880

Energy purchased

1,895,742

 

1,300,598

Electricity network usage charges

125,860

 

91,603

Materials and services

250,416

 

338,524

Free energy

102,129

 

92,088

Total

2,374,147

 

1,884,693

       

Noncurrent

     

Materials and services

633

 

-

 

( 17 )   ACCRUED INTEREST ON LOANS AND FINANCING AND LOANS AND FINANCING

 

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

Interest - current and noncurrent

 

Principal

 

Total

 

Interest - current and noncurrent

 

Principal

 

Total

   

Current

 

Noncurrent

     

Current

 

Noncurrent

 

Measured at cost

                             

Brazilian currency

                             

Power increases

-

 

-

 

-

 

-

 

6

 

1,229

 

-

 

1,235

Investment

10,463

 

619,704

 

4,696,171

 

5,326,338

 

24,555

 

872,818

 

4,071,441

 

4,968,814

Property income

14

 

631

 

3,649

 

4,294

 

27

 

1,364

 

5,717

 

7,108

Financial institutions

128,887

 

239,799

 

1,434,168

 

1,802,855

 

128,752

 

560,121

 

1,520,231

 

2,209,104

Other

709

 

108,918

 

14,223

 

123,851

 

674

 

40,658

 

19,063

 

60,395

Total at Cost

140,074

 

969,053

 

6,148,211

 

7,257,338

 

154,013

 

1,476,190

 

5,616,452

 

7,246,656

                               

Measured at fair value

                             

Foreign currency

                             

Financial institutions

18,168

 

125,511

 

3,353,468

 

3,497,147

 

15,213

 

42,307

 

1,906,739

 

1,964,259

Mark to market

-

 

155

 

(56,153)

 

(55,998)

 

-

 

194

 

44,001

 

44,195

Total at fair value

18,168

 

125,667

 

3,297,315

 

3,441,149

 

15,213

 

42,501

 

1,950,740

 

2,008,454

                               

Fundraising

-

 

(1,219)

 

(18,891)

 

(20,110)

 

-

 

(4,066)

 

(21,048)

 

(25,114)

                               

Total

158,241

 

1,093,500

 

9,426,634

 

10,678,376

 

169,226

 

1,514,626

 

7,546,144

 

9,229,996

                               

 

85


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

                     
   

Consolidated

         

Measured at amortized cost

 

December 31, 2014

 

December 31, 2013

 

Annual interest

 

Amortization

 

Collateral

Brazilian currency

                   

Power increases

                   

CPFL Renováveis

                   

BNDES

 

-

 

1,235

 

TJLP + 3.1% to 4.3%

 

75 monthly installments from September 2007

 

CPFL Energia guarantee and Promissory Note

                     

Investment

                   

CPFL Paulista

                   

FINEM IV

 

-

 

64,103

 

TJLP + 3.28% to 3.4%

 

60 monthly installments from January 2010

 

CPFL Energia guarantee and receivables

FINEM V

 

103,617

 

137,195

 

TJLP + 2.12% to 3.3%

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM V

 

7,130

 

8,874

 

Fixed rate 8%

 

90 monthly installments from August 2011

 

CPFL Energia guarantee and receivables

FINEM V

 

45,937

 

53,481

 

Fixed rate 5.5%

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

245,445

 

284,373

 

TJLP + 2.06% to 3.08%

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

11,917

 

12,684

 

Fixed rate 2.5%

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

218,640

 

204,849

 

Fixed rate 2.5%

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINAME

 

42,260

 

50,706

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

CPFL Piratininga

                   

FINEM III

 

-

 

26,719

 

TJLP + 3.28% to 3.4%

 

60 monthly installments from January 2010

 

CPFL Energia guarantee and receivables

FINEM IV

 

55,807

 

73,892

 

TJLP + 2.12% to 3.3%

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM IV

 

2,299

 

2,861

 

Fixed rate 8%

 

90 monthly installments from August 2011

 

CPFL Energia guarantee and receivables

FINEM IV

 

23,889

 

27,812

 

Fixed rate 5.5%

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM V

 

71,737

 

80,513

 

TJLP + 2.06% to 3.08%

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM V

 

3,130

 

3,288

 

Fixed rate 2.5%

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM V

 

54,409

 

48,237

 

Fixed rate 2.5%

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINAME

 

20,039

 

24,044

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

RGE

                   

FINEM IV

 

-

 

40,805

 

TJLP + 3.28 to 3.4%

 

60 monthly installments from January 2010

 

CPFL Energia guarantee and receivables

FINEM V

 

62,721

 

83,046

 

TJLP + 2.12 to 3.3%

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM V

 

17,622

 

20,516

 

Fixed rate 5.5%

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

131,125

 

157,318

 

TJLP + 2.06% to 3.08%

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

1,261

 

1,420

 

Fixed rate 2.5%

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

80,396

 

73,013

 

Fixed rate 2.5%

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINAME

 

10,056

 

12,065

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

FINAME

 

287

 

345

 

Fixed rate 10.0%

 

90 monthly installments from May 2012

 

Fiduciary alienation of assets

CPFLSanta Cruz

                   

Bank credit note - Unibanco

 

929

 

3,159

 

TJLP + 2.9%

 

54 monthly installments from December 2010

 

CPFL Energia guarantee and receivables

FINEM

 

11,317

 

-

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

3,334

 

-

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

7,596

 

-

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Leste Paulista

                   

Bank credit note - Unibanco

 

1,286

 

2,688

 

TJLP + 2.9%

 

54 monthly installments from June 2011

 

CPFL Energia guarantee and receivables

FINEM

 

2,904

 

-

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,179

 

-

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

2,685

 

-

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Sul Paulista

                   

Bank credit note - Unibanco

 

1,393

 

2,911

 

TJLP + 2.9%

 

54 monthly installments from June 2011

 

CPFL Energia guarantee and receivables

FINEM

 

1,968

 

-

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,553

 

-

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

3,545

 

-

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Jaguari

                   

Bank credit note - Unibanco

 

455

 

1,547

 

TJLP + 2.9%

 

54 monthly installments from December 2010

 

CPFL Energia guarantee and receivables

Bank credit note - Santander

 

1,968

 

2,136

 

TJLP + 3.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Bank credit note - Santander

 

635

 

607

 

UMBNDES + 2.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

FINEM

 

2,775

 

-

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,104

 

-

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

2,516

 

-

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Mococa

                   

Bank credit note - Unibanco

 

608

 

1,824

 

TJLP + 2.9%

 

54 monthly installments from January 2011

 

CPFL Energia guarantee and receivables

Bank credit note - Santander

 

2,532

 

2,747

 

TJLP + 3.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Bank credit note - Santander

 

2,067

 

1,358

 

UMBNDES +1.99% to 2.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Bank credit note - Santander

 

4,335

 

2,305

 

TJLP + 2.99%

 

96 monthly installments from October 2015

 

CPFL Energia guarantee

CPFL Serviços

                   

FINAME

 

1,675

 

1,701

 

Fixed rate 2.5% to 5.5%

 

96 monthly installments from August 2014

 

CPFL Energia guarantee and equipment fiduciary alienation

FINAME

 

357

 

-

 

Fixed rate 6%

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and equipment fiduciary alienation

FINAME

 

1,272

 

1,258

 

Fixed rate 6% to 10%

 

90 monthly installments from November 2012

 

CPFL Energia guarantee and equipment fiduciary alienation

FINAME

 

14,806

 

11,699

 

Fixed rate 2.5% to 5.5%

 

114 monthly installments from February 2013

 

CPFL Energia guarantee and equipment fiduciary alienation

FINAME

 

74

 

87

 

TJLP + 4.2%

 

90 monthly installments from November 2012

 

CPFL Energia guarantee and equipment fiduciary alienation

FINAME

 

2,860

 

-

 

Fixed rate 6%

 

90 monthly installments from November 2014

 

CPFL Energia guarantee and equipment fiduciary alienation

FINAME

 

7,017

 

-

 

Fixed rate 6%

 

96 monthly installments from June 2016

 

CPFL Energia guarantee and equipment fiduciary alienation

CERAN

                   

BNDES

 

360,217

 

409,365

 

TJLP + 3.69% to 5%

 

168 monthly installments from December 2005

 

Pledge of shares, credit and concession rights and revenue and CPFL Energia guarantee

BNDES

 

54,604

 

54,956

 

UMBNDES + 5% (1)

 

168 monthly installments from February 2006

 

Pledge of shares, credit and concession rights and revenue and CPFL Energia guarantee

CPFL Transmissão

                   

FINAME

 

17,736

 

4,667

 

Fixed rate 3.0%

 

96 monthly installments from July 2015

 

CPFL Energia guarantee

CPFL Telecom

                   

FINAME

 

7,588

 

-

 

Fixed rate 6.0%

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

6,187

 

-

 

SELIC + 3.12%

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

21,349

 

-

 

TJLP + 2.12% to 3.12%

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

                     

 

86


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

CPFL Renováveis

                   

FINEM I

 

321,088

 

352,830

 

TJLP + 1.95%

 

168 monthly installments from October 2009

 

PCH Holding a joint debtor, Letters of guarantee

FINEM II

 

28,605

 

31,997

 

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

 

565,890

 

605,263

 

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

 

101,723

 

113,106

 

TJLP + 2.8% to 3.4%

 

143 monthly installments from December 2011

 

PCH Holding 2 and CPFL Renováveis debtor solidarity.

FINEM VI

 

84,176

 

76,673

 

TJLP + 2.05%

 

192 monthly installments from October 2013

 

CPFL Renováveis pledge of shares, pledge of receivables

FINEM VII

 

176,252

 

194,041

 

TJLP - 1.92 %

 

156 monthly installments from October 2010

 

Pledge of shares, fiduciary alienation and equipment fiduciary alienation

FINEM VIII

 

79,124

 

50,811

 

TJLP + 2.02%

 

192 monthly installments from January 2014

 

Pledge of shares and Reserve Account of SPE
Assignment of Receivables

FINEM IX

 

39,581

 

46,994

 

TJLP + 2.15%

 

120 monthly installments from May 2010

 

Pledge of shares, fiduciary alienation and equipment fiduciary alienation

FINEM X

 

827

 

1,108

 

TJLP

 

84 monthly installments from October 2010

 

Pledge of shares, fiduciary alienation and equipment fiduciary alienation

FINEM XI

 

126,670

 

138,101

 

TJLP + 1.87% to 1.9%

 

168 monthly installments from January 2012

 

CPFL Energia guarantee, fiduciary alienation of assets and joint fiduciary assignment of credit rights

FINEM XII

 

357,620

 

336,782

 

TJLP + 2.18%

 

192 monthly installments from July 2014

 

CPFL Energia guarantee, fiduciary alienation of assets, joint fiduciary assignment of credit rights and pledge of shares

FINEM XIII

 

315,596

 

-

 

TJLP + 2.02% to 2.18%

 

192 monthly installments from November 2014

 

Pledge of shares and equipaments, fiduciary alienation.

FINEM XIV

 

19,707

 

-

 

TJLP + 3.50%

 

120 monthly installments from June 2007

 

(i)Fiduciary assignments of assets and credit rigths (ii) pledge of grantor rights - ANEEL and shares.

FINEM XV

 

35,392

 

-

 

TJLP + 3.44%

 

Monthly installments until March 2023

 

(i)Fiduciary assignments of assets (ii) pledge of grantor rights - ANEEL and shares.

FINEM XV

 

10,581

 

-

 

Fixed rate 5.50%

 

Monthly installments until January 2020

 

(i)Fiduciary assignments of assets (ii) pledge of grantor rights - ANEEL and shares.

FINEM XVI

 

146,812

 

-

 

TJLP + 2.18%

 

Monthly installments until February 2030

 

(i)Fiduciary assignments of assets and credit rigths (ii) pledge of grantor rights - ANEEL and shares and reserve account

FINEM XVI

 

378,728

 

-

 

TJLP + 2.18%

 

Monthly installments until December 2028

 

(i)Fiduciary assignments of assets and credit rigths (ii) pledge of grantor rights - ANEEL and shares and reserve account

FINAME I

 

163,476

 

190,396

 

Fixed rate 5.5%

 

108 monthly installments from January 2012

 

CPFL Energia guarantee, fiduciary alienation of assets and fiduciary assignment of credit rights

FINAME II

 

26,081

 

31,168

 

Fixed rate 4.5%

 

102 monthly installments from June 2011

 

CPFL Energia guarantee, fiduciary alienation of assets and fiduciary assignment of credit rights

FINAME III

 

115,681

 

129,659

 

Fixed rate 2.5%

 

108 monthly installments from January 2014

 

Pledge of CPFL Renováveis shares
Pledge of shares and Reserve Account of SPE
Assignment of receivables

FINEP I

 

2,382

 

2,506

 

Fixed rate 3.5%

 

61 monthly installments from October 2014

 

Bank Garantee

FINEP II

 

10,366

 

-

 

TJLP - 1,00%

 

85 monthly installments from June 2017

 

Bank Garantee

FINEP III

 

6,945

 

-

 

TJLP + 3,00%

 

73 monthly installments from July 2015

 

Bank Garantee

BNB I

 

117,516

 

133,192

 

Fixed rate 9.5% to 10%

 

168 monthly installments from January 2009

 

Fiduciary alienation

BNB II

 

172,430

 

175,695

 

Fixed rate 10% (f)

 

222 monthly installments from May 2010

 

CPFL Energia guarantee

BNB III

 

32,591

 

-

 

Fixed rate 9.5%

 

228 monthly installments from July 2009

 

CPFL Energia guarantee, fiduciary alienation of assets and joint fiduciary assignment of credit rights

NIB

 

74,197

 

79,109

 

IGPM + 8.63%

 

Interest and principal quarterly paid until September 2023

 

No guarantee

Bridge BNDES II

 

-

 

84,507

 

TJLP + 3.02 %

 

1 installment in February 2014

 

Pledge of SPE shares

Bridge BNDES III

 

-

 

194,242

 

TJLP + 3.02 %

 

1 installment in February 2014

 

Pledge of SPE shares

Bridge BNDES IV

 

49,492

 

-

 

TJLP + 2,40%

 

1 installment in January 2016

 

Bank Garantee

CPFL Brasil

                   

FINEP

 

2,657

 

3,461

 

Fixed rate 5%

 

81 monthly installments from August 2011

 

Receivables

                     

Purchase of assets

                   

CPFL Serviços

                   

FINAME

 

-

 

146

 

TJLP + 2.15%

 

36 monthly installments from March 2011

 

Fiduciary alienation of assets

FINAME

 

-

 

4,911

 

Fixed rate 2.5% to 8.7%

 

96 monthly installments from April 2012

 

Fiduciary alienation of assets and CPFL Energia guarantee

FINAME

 

-

 

2,051

 

TJLP + 1.72%

 

60 monthly installments from May 2012

 

CPFL Energia guarantee

CPFL ESCO

                   

FINAME

 

4,135

 

-

 

Fixed rate 4.5% to 8.7%

 

96 monthly installments from March 2012

 

Fiduciary alienation of assets and CPFL Energia guarantee

FINAME

 

158

 

-

 

Fixed rate 6%

 

72 monthly installments from October 2016

 

CPFL Energia guarantee

                     

Financial institutions

                   

CPFL Paulista

                   

Banco do Brasil - Law 8727

 

-

 

4,648

 

IGP-M + 7.42%

 

240 monthly installments from May 1994

 

Receivables (CPFL Paulista and São Paulo Government)

Banco do Brasil - Working capital

 

105,500

 

105,124

 

107% of CDI

 

1 installment in April 2015

 

CPFL Energia guarantee

Banco do Brasil - Working capital (a)

 

73,758

 

133,334

 

98.50% of CDI

 

4 annual installments from July 2012

 

CPFL Energia guarantee

Banco do Brasil - Working capital (b)

 

-

 

95,704

 

99.00% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco do Brasil - Working capital (d)

 

291,036

 

261,334

 

104.90% of CDI

 

2 annual installments from July 2017

 

CPFL Energia guarantee

CPFL Piratininga

                   

Banco do Brasil - Working capital (a)

 

6,784

 

12,263

 

98.5% of CDI

 

4 annual installments from July 2012

 

CPFL Energia guarantee

Banco do Brasil - Working capital (b)

 

-

 

12,282

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco do Brasil - Working capital (d)

 

51,222

 

45,995

 

104.90% of CDI

 

2 annual installments from July 2017

 

CPFL Energia guarantee

RGE

                   

Banco do Brasil - Working capital (a)

 

31,894

 

57,656

 

98.5% of CDI

 

4 annual installments from July 2012

 

CPFL Energia guarantee

Banco do Brasil - Working capital (b)

 

-

 

35,338

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

CPFL Santa Cruz

                   

Banco do Brasil - Working capital (b)

 

-

 

4,340

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco do Brasil - Working capital (d)

 

38,417

 

34,496

 

104.90% of CDI

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

8,083

 

-

 

CDI + 0,27%

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Leste Paulista

                   

Banco do Brasil - Working capital (b)

 

-

 

11,156

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco IBM - Working capital

 

7,419

 

8,140

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

25,666

 

-

 

CDI + 0.1%

 

12 semiannual installments from October 2014

 

CPFL Energia guarantee

Banco IBM - Working capital

 

7,969

 

-

 

CDI + 0.27%

 

12 semiannual installments from March 2015

 

CPFL Energia guarantee

Banco IBM - Working capital

 

10,307

 

-

 

CDI + 0,27%

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Sul Paulista

                   

Banco do Brasil - Working capital (b)

 

-

 

5,982

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco do Brasil - Working capital (d)

 

24,447

 

21,952

 

104.90% of CDI

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

4,036

 

-

 

CDI + 0,27%

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Jaguari

                   

Banco do Brasil - Working capital (b)

 

-

 

3,755

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco do Brasil - Working capital (d)

 

3,376

 

3,031

 

104.90% of CDI

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

15,064

 

16,615

 

100.0% of CDI

 

14 Semi-annual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

13,836

 

-

 

CDI + 0.1%

 

12 semiannual installments from October 2014

 

CPFL Energia guarantee

 

87


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

                     

CPFL Mococa

                   

Banco do Brasil - Working capital (b)

 

-

 

1,908

 

99.0% of CDI

 

2 annual installments from March 2013

 

CPFL Energia guarantee

Banco do Brasil - Working capital (d)

 

22,119

 

19,861

 

104.90% of CDI

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

4,888

 

5,392

 

100.0% of CDI

 

14 Semi-annual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

15,519

 

-

 

CDI + 0.27%

 

12 semiannual installments from March 2015

 

CPFL Energia guarantee

CPFL Serviços

                   

Banco IBM - Working capital

 

6,316

 

7,325

 

CDI + 0.10%

 

11 semiannual installments from June 2013

 

CPFL Energia guarantee

CPFL Geração

                   

Banco do Brasil - Working capital

 

637,635

 

628,828

 

107.0% of CDI

 

1 installment in March 2019

 

CPFL Energia guarantee

CPFL Renováveis

                   

Banco Safra

 

-

 

27,713

 

CDI+ 0.4%

 

Annual installment until 2014

 

No guarantee

HSBC (e)

 

322,336

 

350,329

 

CDI + 0.5%

 

8 annual installment from June 2013

 

Shares alienation

Banco do Brasil

 

36,739

 

-

 

Fixed rate 10,00%

 

132 montly installment from June 2010

 

Shareholders support, pledge of shares, of grantor rights and of credit rights, insurance, bank guarantee and civil liability

Banco do Brasil - Promissory Note

 

-

 

144,428

 

108.5% of CDI

 

1 installment in January 2014

 

Shares alienation

Banco Itaú - Promissory Note

 

-

 

150,175

 

105% of CDI

 

Semi-annual until June 2014

 

No guarantee

CPFL Telecom

                   

Banco IBM - Working capital

 

38,489

 

-

 

CDI + 0.18%

 

12 semiannual installments from August 2014

 

CPFL Energia guarantee

                     

Other

                   

Eletrobrás

                   

CPFL Paulista

 

5,414

 

6,918

 

RGR + 6% to 6.5%

 

monthly installments from August 2006

 

Receivables and promissory notes

CPFL Piratininga

 

239

 

390

 

RGR + 6%

 

monthly installments from August 2006

 

Receivables and promissory notes

RGE

 

9,746

 

11,834

 

RGR + 6%

 

monthly installments from August 2006

 

Receivables and promissory notes

CPFL Santa Cruz

 

1,601

 

2,173

 

RGR + 6%

 

monthly installments from January 2007

 

Receivables and promissory notes

CPFL Leste Paulista

 

747

 

961

 

RGR + 6%

 

monthly installments from February 2008

 

Receivables and promissory notes

CPFL Sul Paulista

 

808

 

1,072

 

RGR + 6%

 

monthly installments from August 2007

 

Receivables and promissory notes

CPFL Jaguari

 

41

 

58

 

RGR + 6%

 

monthly installments from June 2007

 

Receivables and promissory notes

CPFL Mococa

 

222

 

275

 

RGR + 6%

 

monthly installments from January 2008

 

Receivables and promissory notes

Other

 

105,034

 

36,713

           

Subtotal Brazilian Currency - Cost

 

7,257,338

 

7,246,656

           
                     

Foreign Currency

                   

Measured at fair value

                   

Financial Institutions

                   

CPFL Paulista

                   

Bank of America Merrill Lynch

 

270,248

 

238,318

 

US$ + 3.69 % (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

399,887

 

352,685

 

US$ + Libor 3 months + 1.48% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

119,561

 

-

 

US$+Libor 3 months+1.70% (4)

 

1 installment in September 2018

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi (b)

 

132,887

 

-

 

US$+Libor 3 months+0.80% (3)

 

4 semiannual installments from September 2017

 

CPFL Energia guarantee and promissory notes

Citibank

 

133,585

 

117,821

 

US$ + Libor 6 months + 1.77% (2)

 

1 installment in September 2016

 

CPFL Energia guarantee and promissory notes

Citibank

 

132,962

 

-

 

US$+Libor 3 months + 1.35% (4)

 

1 installment in March 2019

 

CPFL Energia guarantee and promissory notes

Mizuho Bank (c)

 

199,235

 

-

 

US$+Libor 3 months+1.55% (3)

 

3 semiannual installments from March 2018

 

CPFL Energia guarantee and promissory notes

Morgan Stanley

 

133,601

 

117,843

 

US$ + Libor 6 months + 1.75% (2)

 

1 installment in September 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

64,958

 

57,299

 

US$ + 3.3125% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

106,383

 

-

 

US$ + 2,28% a 2,32% (3)

 

1 installment in December 2017

 

CPFL Energia guarantee and promissory notes

CPFL Piratininga

                   

Citibank

 

21,401

 

18,878

 

US$ + Libor 6 months + 1.69%(2)

 

1 installment in August 2016

 

CPFL Energia guarantee and promissory notes

Citibank

 

167,050

 

-

 

US$ + Libor 6 monthss + 1.14% (2)

 

1 installment in January 2017

 

CPFL Energia guarantee and promissory notes

Citibank

 

132,962

 

-

 

US$ + Libor 3 months + 1.35% (4)

 

1 installment in March 2019

 

CPFL Energia guarantee and promissory notes

Santander

 

120,585

 

106,348

 

US$ + 2.58% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

84,843

 

74,840

 

US$ + 3.3125% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Sumitomo (b)

 

133,259

 

-

 

US$ + Libor 3 months + 1.35% (3)

 

1 installment in April 2018

 

CPFL Energia guarantee and promissory notes

RGE

                   

Bank of Tokyo-Mitsubishi

 

47,908

 

42,252

 

US$ + Libor 3 months + 0.82%(3)

 

1 installment in April 2018

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi

 

218,046

 

192,298

 

US$ + Libor 3 months + 0.83%(3)

 

1 installment in May 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

39,912

 

-

 

US$ + Libor 3 months + 1.25%(4)

 

2 annual installments from May 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

186,593

 

164,567

 

US$ + Libor 6 months + 1.45% (3)

 

1 installment in April 2017

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

126,126

 

111,235

 

US$ + 2.64% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

HSBC

 

36,223

 

-

 

US$ + Libor 3 months + 1,30% (4)

 

1 installment in October 2017

 

CPFL Energia guarantee and promissory notes

CPFL Santa Cruz

                   

J.P. Morgan

 

25,864

 

22,813

 

US$ + 2.38% (2)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

Santander

 

23,590

 

20,805

 

USD + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

CPFL Leste Paulista

                   

Citibank

 

-

 

11,226

 

US$ + Libor 6 months + 1.52%(2)

 

1 installment in September 2014

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

32,926

 

29,037

 

US$ + 2.695% (2)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Sul Paulista

                   

Citibank

 

-

 

11,226

 

US$ + Libor 6 months + 1.52%(2)

 

1 installment in September 2014

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

13,578

 

11,977

 

US$ + 2.38% (2)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

Santander

 

25,949

 

22,885

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

13,829

 

12,195

 

US$ + 2.695% (2)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Jaguari

                   

Citibank

 

-

 

10,284

 

US$ + Libor 6 months + 1.57%(2)

 

1 installment in August 2014

 

CPFL Energia guarantee and promissory notes

Santander

 

36,564

 

32,247

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

17,122

 

15,099

 

US$ + 2.695% (2)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Mococa

                   

Citibank

 

-

 

9,822

 

US$ + Libor 6 months + 1.52%(2)

 

1 installment in September 2014

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

14,488

 

12,776

 

US$ + 2.695% (2)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Geração

                   

Citibank

 

-

 

147,482

 

US$ + Libor 6 months + 1.69% (2)

 

1 installment in August 2016

 

CPFL Energia guarantee and promissory notes

HSBC

 

265,779

 

-

 

US$+Libor 3 months + 1.30% (3)

 

1 installment in March 2017

 

CPFL Energia guarantee and promissory notes

CPFL Serviços

                   

J.P. Morgan

 

10,040

 

-

 

US$ + 1,75% (2)

 

1 installment in October 2016

 

CPFL Energia guarantee and promissory notes

CPFL Telecom

                   

Banco Itaú

 

9,202

 

-

 

US$ + 2,35% (3)

 

1 installment in November 2015

 

CPFL Energia guarantee and promissory notes

                     

Mark to market

 

(55,998)

 

44,195

           
                     

Total Foreign Currency - fair value

 

3,441,149

 

2,008,454

           
                     

Fundraising costs(*)

 

(20,110)

 

(25,114)

           
                     

Total - Consolidated

 

10,678,376

 

9,229,996

           

 

88


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The subsdiaries hold swaps converting the operating cost of currency variation to interest tax variation in reais, corresponding to :

(1) 143,85% of CDI

(3) 104,1% to 109% of CDI

(2) 99% to 104% of CDI

(4) 109,1% to 110% of CDI

Efective rate:

(a) 106% to 106,99% of CDI

(d) 109,47% of CDI

(b) 107% to 107,99% of CDI

(e) CDI + 0,73%

(c) 108,49% of CDI

(f) Fixed rate 10,57%

   

 

(*) In accordance with CPC 08/IAS 39, this refers to the fundraising costs attributable to issuance of the respective debts. 

In accordance with CPC 38 and 39 and IAS 32 and 39, the Company and its subsidiaries classified their loans and financing, 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 on loans and financing measured at fair value is to compare the effects of recognition of income and expense derived from marking derivatives to market, tied to the loans and financing, in order to obtain more relevant and consistent accounting information. At December 31, 2014, the total balance of the loans and financing measured at fair value was R$ 3,441,149 (R$ 2,008,454 at December 31, 2013).

Changes in the fair values of these loans and financing are recognized in the financial income/expense of the subsidiaries. Accumulated gains of R$ 55,998 (losses of R$ 44,195 at December 31, 2013) on marking the loans and financing to market, less the losses of R$ 25,382 (gain of R$ 18,080 at December 31, 2013) of marking to market the derivative financial instruments contracted as a hedge against foreign exchange variations (note 35), resulted in a total net gain of R$ 30,616 (losses of R$ 26,114 as December 31, 2013).

The maturities of the principal long-term balances of loans and financing are scheduled as follows:

 

Maturity

Consolidated

2016

2,177,991

2017

1,581,937

2018

1,654,242

2019

1,642,385

2020

515,495

2021 a 2025

1,359,618

2026 a 2030

551,119

Subtotal

9,482,787

Mark to Market

(56,154)

Total

9,426,634

   

 

The main financial rates applicable for our loans and financing their related breakdown in local and foreign currency, after taking into consideration the effects of the derivative instruments, are as shown below:

 

   

Accumulated variation

 

Consolidated
% of debt

Index

 

December 31, 2014

 

December 31, 2013

 

December 31, 2014

 

December 31, 2013

IGP-M

 

3.69

 

5.53

 

0.69

 

0.91

UMBND

 

13.27

 

17.80

 

0.53

 

0.62

TJLP

 

5.00

 

5.00

 

36.50

 

39.03

CDI

 

10.81

 

8.02

 

49.26

 

45.42

Outros

         

13.01

 

14.03

           

100.00

 

100.00

 

89


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Main fund-raising in the year:

 

Brazilian currency

       

R$ thousand

Company

 

Bank / credit line

 

Total approved

 

2014 released

 

Released net of fundraising costs

 

Interest

 

Destination of the resources

Investment

                       

CPFL Paulista

 

FINEM VI (a) (b)

 

790,000

 

26,969

 

26,969

 

Monthly

 

Subsidiary's investment plan

CPFL Piratininga

 

FINEM V (a) (b)

 

220,000

 

12,442

 

12,442

 

Monthly

 

Subsidiary's investment plan

RGE

 

FINEM VI (a) (b)

 

274,997

 

8,354

 

8,354

 

Monthly

 

Subsidiary's investment plan

CPFL Santa Cruz

 

FINEM (b)

 

25,360

 

21,891

 

21,891

 

Monthly

 

Subsidiary's investment plan

CPFL Leste Paulista

 

FINEM (b)

 

13,045

 

6,655

 

6,655

 

Monthly

 

Subsidiary's investment plan

CPFL Sul Paulista

 

FINEM (b)

 

12,280

 

6,945

 

6,945

 

Monthly

 

Subsidiary's investment plan

CPFL Jaguari

 

FINEM (b)

 

10,398

 

6,288

 

6,288

 

Monthly

 

Subsidiary's investment plan

CPFL Mococa

 

CCB Santander (b)

 

6,119

 

2,523

 

1,631

 

Monthly

 

Subsidiary's investment plan

CPFL Serviços

 

FINAME (b)

 

15,140

 

15,140

 

15,140

 

Monthly

 

Acquisition of electrical equipment and vehicules

CPFL Transmissão

 

FINAME (b)

 

23,824

 

13,054

 

13,054

 

Monthly

 

Acquisition of electrical equipment

CPFL Telecom

 

FINAME e FINEM (b)

 

95,333

 

34,918

 

34,632

 

Quarterly during grace and monthly after grace

 

Subsidiary's investment plan

CPFL Renováveis

 

BNB II (b)

 

(c)

 

(c)

 

(c)

 

(c)

 

(c)

CPFL Renováveis

 

FINEM XIII

 

379,948

 

314,991

 

314,991

 

Monthly

 

Subsidiary's investment plan

CPFL Renováveis

 

FINEM XIV, FINEM XV, FINEM XVI, BNDES bridge IV (b), FINEP III (b)

 

(e)

 

(e)

 

(e)

 

Bridge BNDES IV: January 2016; Others: monthly

 

Subsidiary's investment plan (SHPs e wind power)

CPFL Renováveis

 

FINEM VI

 

85,244

 

9,667

 

9,667

 

Monthly

 

SPHs development

CPFL Renováveis

 

FINEM XII

 

289,954

 

22,758

 

22,758

 

Monthly

 

Windfarm development

CPFL Renováveis

 

FINAME III

 

207,000

 

31,543

 

31,543

 

Monthly

 

Power plant development

CPFL Renováveis

 

FINEP II (b)

 

88,095

 

10,348

 

10,234

 

Monthly

 

Subsidiary's investment plan (technological innovation)

Financial institutions

                       

CPFL Santa Cruz

 

Banco IBM (b)

 

8,006

 

8,006

 

8,006

 

Semiannual

 

Reinforce working capital

CPFL Leste Paulista

 

Banco IBM (b)

 

43,955

 

43,955

 

43,955

 

Semiannual

 

Reinforce working capital

CPFL Sul Paulista

 

Banco IBM (b)

 

3,997

 

3,997

 

3,997

 

Semiannual

 

Reinforce working capital

CPFL Jaguari

 

Banco IBM (b)

 

13,986

 

13,986

 

13,986

 

Semiannual

 

Reinforce working capital

CPFL Mococa

 

Banco IBM (b)

 

15,000

 

15,000

 

15,000

 

Semiannual

 

Reinforce working capital

CPFL Telecom

 

Banco IBM (b)

 

37,989

 

37,989

 

37,989

 

Semiannual

 

Reinforce working capital

CPFL Renováveis

 

Banco do Brasil - Promissory Note (b)

 

138,000

 

138,000

 

138,000

 

(d)

 

(d)

CPFL Renováveis

 

Banco do Brasil

 

(e)

 

(e)

 

(e)

 

Monthly

 

Subsidiary's investment plan (SHPs)

 

Foreign currency

       

R$ thousand

Company

 

Bank / credit line

 

Total approved

 

2014 released

 

Released net of fundraising costs

 

Interest

 

Destination of the resources

Financial institutions

                       

CPFL Paulista

 

Bank of America Merrill Lynch - Law 4131/62

 

106,020

 

106,020

 

106,020

 

Quartely

 

Extend the debt profile

CPFL Paulista

 

Banco Tokyo-Mitsubishi - Law 4131/62

 

117,400

 

117,400

 

116,226

 

Quartely

 

Extend the debt profile

CPFL Paulista

 

Citibank - Law 4131/62

 

117,250

 

117,250

 

117,250

 

Quartely

 

Extend the debt profile

CPFL Paulista

 

Mizuho Bank - Law 4131/62

 

174,900

 

174,900

 

173,413

 

Quartely

 

Extend the debt profile

CPFL Paulista

 

JP Morgan - Law 4131/62

 

104,570

 

104,570

 

104,570

 

Semmiannual

 

Extend the debt profile

CPFL Piratininga

 

Citibank - Law 4131/62

 

151,875

 

151,875

 

151,875

 

Semmiannual

 

Extend the debt profile

CPFL Piratininga

 

Citibank - Law 4131/62

 

117,250

 

117,250

 

117,250

 

Quartely

 

Extend the debt profile

CPFL Piratininga

 

Sumitomo - Law 4131/62

 

110,275

 

110,275

 

109,448

 

Quartely

 

Reinforce working capital

RGE

 

Citibank - Law 4131/62

 

33,285

 

33,285

 

33,285

 

Quartely

 

Reinforce working capital

RGE

 

HSBC - Law 4131/62

 

32,715

 

32,715

 

32,715

 

Quartely

 

Extend the debt profile

CPFL Geração

 

HSBC - Law 4131/62

 

232,520

 

232,520

 

232,520

 

Quartely

 

Extend the debt profile

CPFL Serviços

 

J.P. Morgan (b)

 

9,000

 

9,000

 

9,000

 

Semmiannual

 

Reinforce working capital

CPFL Telecom

 

Banco Itaú (b)

 

9,000

 

9,000

 

9,000

 

Wih the principal

 

Reinforce working capital

                         

(a)The outstanding balance was cancelled
(b)The agreement has no restrictive covenants
(c)The indirect subsidiary Rosa dos Ventos, purchased in February 2014, owned these operations, which are consolidated in the Company's financial statements as from March 2014.
(d)The outstanding balance of the promissory notes issued by the indirectly owned subsidiaries Atlântica I, Atlântica II, Atlântica IV and Atlântica V was settled in January 2014, using funds from a new issue under the same conditions.
(e)The indirect subsidiary DESA, purchased in October 2014, owned these operations, which are consolidated in the Company's financial statements as from Ocober 2014.

 

Prepayment

CPFL Geração – Citibank - The maturity of the subsidiary CPFL Geração's foreign currency debt to Citibank, originally scheduled for August 2016, was settled in 2014.

 

Restrictive covenants

BNDES:

Financing from the BNDES restricts the subsidiaries CPFL Paulista, CPFL Piratininga, and RGE to: (i) not paying dividends and interest on shareholders’ equity totaling more than the minimum mandatory dividend laid down by law without  complying with all the contractual obligations; (ii) full compliance with the restrictive conditions established in the agreement; and (iii) maintaining certain financial ratios within pre-established parameters, calculated annually:

 

CPFL Paulista, CPFL Piratininga and RGE

Maintaining, by the subsidiaries, the follow index

·         Net indebtedness divided by EBITDA – maximum of 3.5;

·         Net indebtedness divided by the sum of net indebtedness and Shareholder’s Equity – maximum of 0.90.

 

90


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

CPFL Geração

The loans from the BNDES raised by the indirect subsidiary CERAN establish:

·         Maintaining the debt coverage ratio at 1.3 during the amortization period;

·         Restrictions on the payment of dividends to the subsidiary CPFL Geração higher than the minimum mandatory dividend of 25% without the prior agreement of the BNDES.

 

CPFL Telecom

Maintaining, by the Company, the following index:

·         Maintaining Net Equity / (Net Equity + Net Bank Debt) of more than 0.28; and

·         Maintaining Net Bank Debt / Adjusted EBITDA of less than 3.75.

 

CPFL Renováveis

FINEM I and FINEM VI

·         Maintaining the debt coverage ratio “ICSD” (cash balance for the previous year + cash generation for the current year) / debt service charge for the current year) at 1.2.

·         Own capitalization ratio of 25% or more.

In December 2014, the subsidiary obtained a waiver from the BNDES for determination of the ICSD for the current year.

 

FINEM II and FINAME II

·         Restrictions on the dividends distribution if a debt service coverage ratio of 1.0 or more and general indebtedness ratio of 0.8 or less is not maintained.

 

FINEM III

·         Maintaining Shareholders’ Equity/(Shareholders’ Equity + Net Bank Debts) of more than 0.28, determined in the Company's annual consolidated financial statements;

·         Maintaining a Net Bank Debt/EBITDA ratio of 3.75 or less, determined in the Company's annual consolidated financial statements.

An addendum to the agreement was signed in 2014 in order to change the limit of the financial ratio, Net Debt/EBITDA (determined for CPFL Energia) from 4.00 to 3.75, and the calculation methodology.

 

FINEM V

·         Maintaining the debt coverage ratio at 1.2;

·         Maintaining the own capitalization ratio at 30% or more.

In December 2014, the subsidiary obtained a waiver from the Banco do Brasil for determination of the ICSD for the year ended December 31, 2014.

 

FINEM VII and X

·         Maintaining the annual debt coverage ratio at 1.2.

·         Distribution of dividends restricted to the Total Liabilities ratio divided by Shareholders’ Equity ex-Dividend of less than 2.33.

 

 

91


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

FINEM VIII and FINAME III

·         Maintaining a Debt Service Coverage Ratio of 1.2 or more;

·         Maintaining a Net Indebtedness/EBITDA ratio of 7.5 or less in 2013, 6.0 in 2014, 5.6 in 2015, 4.6 in 2016 and 3.75 in 2017 onward, determined in the consolidated financial statements of CPFL Renováveis;

·         Maintaining a Shareholders' Equity/(Shareholder’s Equity + Net Debt) ratio of 0.41 or more in 2013 to 2016 and 0.45 in 2017 onward, determined in the consolidated financial statements of CPFL Renováveis

In December 2014, the subsidiaries Bio Alvorada e Bio Coopcana obtained a waiver from BNDES for determination of the ICSD and for the Net Indebtedness/EBITDA ratio that was a CPFL Renováveis commitment for the year ended December 31, 2014.

 

FINEM IX and FINEM XIII

·         Maintaining the Debt Service Coverage Ratio at 1.3 or more;

 

FINEM XI and FINAME I

·         Maintaining a Net Bank Debt/EBITDA ratio of 4.0 or less, determined in the Company's annual consolidated financial statements.

On December 30, 2014, the Company obtained a waiver from the BNDES for determination of the Net Bank Debt/EBITDA for FINEM XI and  FINEM I for the year ended December 31, 2014.

 

FINEM XII

·         Maintaining the Debt Service Coverage Ratio of the Campo dos Ventos II Energias Renovaveis S.A., SPE Macacos Energia S.A., Costa Branca Energia S.A., SPE Juremas Energia S.A. and SPE Pedra Preta Energia S.A. indirect subsidiaries at 1.3 or more after amortization starts;

·         Maintaining the Consolidated Debt Service Coverage Ratio at 1.3 or more, determined in the consolidated financial statements of Eólica Holding S.A., after amortization starts;

FINEM XIV

·         Maintaining the half-yearly equity ratio (ICP), defined by the ratio of net equity to total assets, at 30% or more of the total investment in the project, and the debt coverage ratio at 1.3 or more during the amortization period.

 

FINEM XV

·         Maintaining the quarterly equity ratio (ICP) at 25% (twenty-five percent) or more, defined by the ratio of Net Equity to Total Assets;

·         Maintaining the quarterly debt coverage ratio at 1.2 or more during the amortization period.

 

FINEM XVI

·         Maintaining the debt coverage ratio at 1.20 or more during the amortization period. Maintaining the annual consolidated debt coverage ratio at 1.3 or more, determined in the consolidated financial statements of Desa Eólicas S.A..

 

HSBC

·         From 2014, there is the obligation to maintain the ratio of Net Debt and EBITDA less than 4.50 in June 2014, 4.25 in December 2014, 4.0 in June 2015 and 3.50 after that until discharge.

 

 

 

92


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

NIB

·         Maintaining the half-yearly debt coverage ratio at 1.2.

·         Maintaining a Total Debt and Shareholders’ Equity ratio of 30% or more;

·         Maintaining the Financing Term Coverage ratio at 1.7 or more;

 

Banco do Brasil

·         Maintaining the annual debt coverage ratio at 1.2 or more during the amortization period.

 

Banco do Brasil(*) – Working Capital – CPFL Paulista, CPFL Piratininga and RGE

Maintaining, by the Company, the following index:

·         Net indebtedness divided by EBITDA  - maximum of 3.75; and

·         EBITDA divided by Financial Income (Expense) - minimum of 2.25.

(*) Only for the debts contracted in 2010, whose amounts at December 31, 2014 are R$ 73,758 for CPFL Paulista, R$ 6,784 for CPFL Piratininga and R$ 31,894 for RGE.

 

Foreign currency loans - Bank of America, J.P Morgan, Citibank, Morgan Stanley, Scotiabank, Bank of Tokyo, Santander, Sumitomo, Mizuho and HSBC (Law 4.131)

The foreign currency loans held by Law 4.131 are subject to certain restrictive conditions, and include clauses that require the Company to maintain certain financial ratios within pre-established parameters, calculated semi-annually.

The ratios required are as follows: (i) Net indebtedness divided by EBITDA – maximum of 3.75 and (ii) EBITDA divided by Financial Income (Expense) – minimum of 2.25.

 

 

For purposes of determining covenants, the definition of EBITDA, in the Company,  takes into consideration inclusion of the account consolidation based on the interest in the subsidiaries, associates and joint ventures (for both EBITDA assets and liabilities).

Other loan and financing agreements of the direct and indirect subsidiaries are subject to early settlement in the event of changes in the Company’s structure or in the corporate structure of the subsidiaries that result in the loss of the share control or of control over Management of the Company by the Company’s current shareholders, unless at least one of the shareholders (Camargo Corrêa and Previ) remains directly or indirectly in the block of control by the Company.

Furthermore, failure to comply with the obligations or restrictions mentioned could result in default in relation to other contractual obligations (cross default), depending on each loan and financing agreement.

The 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 the Management, these restrictive covenants and clauses are being adequately complied with at December 31, 2014.

 

 

93


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 18 )   ACCRUED INTEREST ON DEBENTURES AND DEBENTURES  

 

     

Consolidated

     

December 31, 2014

 

December 31, 2013

     

Current and noncurrent interest

 

Current

 

Noncurrent

 

Total

 

Current and noncurrent interest

 

Current

 

Noncurrent

 

Total

Parent Company

                                 

4th Issue

Single series

 

15,020

 

1,290,000

 

-

 

1,305,020

 

12,438

 

-

 

1,290,000

 

1,302,438

     

15,020

 

1,290,000

 

-

 

1,305,020

 

12,438

 

-

 

1,290,000

 

1,302,438

                                   

CPFL Paulista

                                 

6th Issue

Single series

 

38,673

 

-

 

660,000

 

698,673

 

31,674

 

-

 

660,000

 

691,674

7th Issue

Single series

 

24,291

 

-

 

505,000

 

529,291

 

20,173

 

-

 

505,000

 

525,173

     

62,964

 

-

 

1,165,000

 

1,227,964

 

51,847

 

-

 

1,165,000

 

1,216,847

                                   

CPFL Piratininga

                                 

3rd Issue

Single series

 

7,571

 

260,000

 

-

 

267,571

 

6,331

 

-

 

260,000

 

266,331

6th Issue

Single series

 

6,446

 

-

 

110,000

 

116,446

 

5,279

 

-

 

110,000

 

115,279

7th Issue

Single series

 

11,304

     

235,000

 

246,304

 

9,388

     

235,000

 

244,388

     

25,320

 

260,000

 

345,000

 

630,320

 

20,998

 

-

 

605,000

 

625,998

                                   

RGE

                                 

6th Issue

Single series

 

29,298

 

-

 

500,000

 

529,298

 

23,995

 

-

 

500,000

 

523,995

7th Issue

Single series

 

8,177

 

-

 

170,000

 

178,177

 

6,791

 

-

 

170,000

 

176,791

     

37,475

 

-

 

670,000

 

707,475

 

30,786

 

-

 

670,000

 

700,786

                                   

CPFL Santa Cruz

                                 

1st Issue

Single series

 

480

 

-

 

65,000

 

65,480

 

416

 

-

 

65,000

 

65,416

                                   

CPFL Brasil

                                 

2nd Issue

Single series

 

2,346

 

-

 

228,000

 

230,346

 

1,948

 

-

 

228,000

 

229,948

                                   

CPFL Geração

                                 

3rd Issue

Single series

 

7,687

 

264,000

 

-

 

271,687

 

6,429

 

-

 

264,000

 

270,429

4th Issue

Single series

 

-

 

-

 

-

 

-

 

5,809

 

-

 

680,000

 

685,809

5th Issue

Single series

 

11,236

 

-

 

1,092,000

 

1,103,236

 

9,329

 

-

 

1,092,000

 

1,101,329

6th Issue

Single series

 

19,446

 

-

 

460,000

 

479,446

 

16,254

 

-

 

460,000

 

476,254

7th Issue

Single series

 

13,739

 

-

 

635,000

 

648,739

 

-

 

-

 

-

 

-

8th Issue

Single series

 

2,903

 

-

 

72,390

 

75,293

 

-

 

-

 

-

 

-

     

55,012

 

264,000

 

2,259,390

 

2,578,401

 

37,821

 

-

 

2,496,000

 

2,533,821

                                   

CPFL Renováveis

                                 

1st Issue - SIIF

1st to 12nd series

 

798

 

36,640

 

476,329

 

513,767

 

814

 

34,872

 

489,858

 

525,544

1st Issue - PCH Holding 2

Single series

 

57,991

 

8,701

 

149,492

 

216,184

 

32,177

 

-

 

158,193

 

190,370

1st Issue - Renováveis

Single series

 

5,795

 

21,500

 

408,500

 

435,795

 

5,065

 

-

 

430,000

 

435,065

2nd Issue - Renováveis

Single series

 

9,603

 

-

 

300,000

 

309,603

 

-

 

-

 

-

 

-

1st Issue - WF2 (a)

Single series

 

2,984

 

30,000

 

-

 

32,984

 

-

 

-

 

-

 

-

2nd Issue - WF2 (a)

Single series

 

10,582

 

132,000

 

-

 

142,582

 

-

 

-

 

-

 

-

1st Issue - DESA (a)

Single series

 

716

 

-

 

35,000

 

35,716

 

-

 

-

 

-

 

-

2nd Issue - DESA (a)

Single series

 

6,022

 

-

 

65,000

 

71,022

 

-

 

-

 

-

 

-

     

94,491

 

228,841

 

1,434,321

 

1,757,653

 

38,056

 

34,872

 

1,078,051

 

1,150,979

                                   

Fund raising costs(*)

   

-

 

(766)

 

(30,311)

 

(31,077)

 

-

 

-

 

(34,832)

 

(34,832)

                                   

Total

   

293,108

 

2,042,075

 

6,136,400

 

8,471,583

 

194,311

 

34,872

 

7,562,219

 

7,791,402

                                   

 

(*) In accordance with CPC 08/IAS 39, this refers to the fundraising costs attributable to issuance of the respective debts.

 

94


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

   

Consolidated

   

Issued

 

Annual Remuneration

 

Annual Effective rate

 

Amortization Conditions

 

Collateral

Parent Company

                   

4th Issue

Single series

129.000

 

CDI + 0.40%

 

CDI + 0.51%

 

1 installment in May 2015

 

Unsecured

                     
                     

CPFL Paulista

                   

6th Issue

Single series

660

 

CDI + 0.8% (2)

 

CDI + 0.87%

 

3 annual installments from July 2017

 

CPFL Energia guarantee

7th Issue

Single series

50,500

 

CDI + 0.83% (3)

 

CDI + 0.89%

 

4 annual installments from February 2018

 

CPFL Energia guarantee

                     
                     

CPFL Piratininga

                   

3rd Issue

Single series

260

 

107% of CDI

 

108.23% of CDI

 

1 installment in April 2015

 

CPFL Energia guarantee

6th Issue

Single series

110

 

CDI + 0.8% (2)

 

CDI + 0.91%

 

3 annual installments from July 2017

 

CPFL Energia guarantee

7th Issue

Single series

23,500

 

CDI + 0.83% (2)

 

CDI + 0.89%

 

4 annual installments from February 2018

 

CPFL Energia guarantee

                     
                     

RGE

                   

6th Issue

Single series

500

 

CDI + 0.8% (2)

 

CDI + 0.88%

 

3 annual installments from July 2017

 

CPFL Energia guarantee

7th Issue

Single series

17,000

 

CDI + 0.83% (3)

 

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

 

108.23% of CDI

 

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 + 1.4%

 

CDI + 1.48%

 

2 annual instalments from June 2017

 

CPFL Energia guarantee

6th Issue

Single series

46,000

 

CDI + 0.75% (1)

 

CDI + 0.75%

 

3 annual instalments from August 2018

 

CPFL Energia guarantee

7th Issue

Single series

63,500

 

CDI + 1.06%

 

CDI + 1.11%

 

1 installment in April 2019

 

CPFL Energia guarantee

8th Issue

Single series

1

 

IPCA + 5.86% (1)

 

103.33% of CDI

 

1 installment in April 2019

 

CPFL Energia guarantee

                     
                     

CPFL Renováveis

                   

1st Issue - SIIF

1st to 12nd Series

432,299,666

 

TJLP + 1%

 

TJLP + 1% + 0.6%

 

39 semi-annual installments from 2009

 

Fiduciary alienation

1st Issue - PCH Holding 2

Single series

1,581

 

CDI + 1.6%

 

CDI + 1.8%

 

9 annual installments from June 2015

 

CPFL Renováveis guarantee

1st Issue - Renováveis

Single series

43,000

 

CDI + 1.7%

 

CDI + 1.82%

 

Annual installments from May 2015

 

BVP and PCH Holding fiduciary assigment of dividends

2st Issue - Renováveis

Single series

300,000

 

114.0% of CDI

 

115.43% of CDI

 

5 annual instalments from June 2017

 

Unsecured

1st Issue - WF2 (a)

Single series

12

 

CDI + 1.5%

 

CDI + 1.5%

 

1 installment in March 2015

 

Unsecured

2nd Issue - WF2 (a)

Single series

20

 

CDI + 2%

 

CDI + 2%

 

1 installment in November de 2015

 

Unsecured

1st Issue - DESA (a)

Single series

20

 

CDI + 1.75%

 

CDI + 1.75%

 

3 semi-annual installments from May de 2016

 

Unsecured

2nd Issue - DESA (a)

Single series

65

 

CDI + 1.34%

 

CDI + 1.34%

 

3 semi-annual installments from April de 2018

 

Unsecured

                     

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) 100.15% to 106.9% of CDI

 

(3) 108% to 108.1% of CDI

   

(2) 107% to 107.9% of CDI

               

 

The maturities of the long-term balance of debentures are scheduled as follows:

 

Maturity

 

Consolidated

2016

 

105,841

2017

 

1,204,809

2018

 

1,664,194

2019

 

1,800,175

2020

 

608,371

2021 a 2025

 

661,183

2026 a 2030

 

91,827

Total

 

6,136,400

     

 

Fund-raising during the year

 

           

R$ thousand

Company

 

 

 

Issued

 

2014 released

 

Released net of fundraising costs

 

Interest

 

Destination of the resources

                         

CPFL Geração

 

7th Issue

 

63,500

 

635,000

 

633,440

 

Semiannual

 

Extend the debt profile

CPFL Geração

 

8th Issue

 

1

 

70,000

 

68,873

 

Annual

 

Subsidiary's investment plan

CPFL Renováveis

 

2nd Issue

 

300,000

 

300,000

 

298,700

 

Semiannual

 

Reinforce working capital and subsidiary's investment plan

CPFL Renováveis

 

1st and 2nd issue - WF2 and 1st and 2nd issue - DESA

 

(a)

 

(a)

 

(a)

 

(a)

 

Investment acquisition, business development, investment plan and reinforce working capital

                         

(a) In October 1, 2014, as result of acquisition of WF2 e Dobrevê Energia S/A, the Company incorporated the 1st and 2nd issue.

 

Restrictive covenants

The debentures 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 main ratios are as follows:

 

95


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

CPFL Paulista (6th and 7th issues), CPFL Piratininga (3rd, 6th and 7th issues), RGE (6th and 7th issues), CPFL Geração (3rd, 5th, 6th, 7th and 8th issues), CPFL Brasil and CPFL Santa Cruz

Maintaining, by the Company, of the following ratios:

·         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, in the Company, takes into consideration inclusion of account consolidation based on the interest in the subsidiaries, associates and joint ventures (for both EBITDA assets and liabilities).

 

CPFL Renováveis

The outstanding debentures are subject of clauses that requires of subsidiary CPFL Renováveis to maintain the follow index:

1st Issue of CPFL Renováveis

·         Operating debt coverage ratio - minimum of 1.00;

·         Debt service coverage ratio - minimum of 1.05;

·         Net indebtedness divided by EBITDA – maximum of 7.5 in 2013, 6.0 in 2014, 5.6 in 2015, 4.6 in 2016 and 3.75 from 2017;

·         EBITDA divided by Net financial expense- minimum of 1.75.

 

2nd Issue of CPFL Renováveis

·         Maintaining a Net Debt/EBITDA ratio of 6.0 or less in 2014, 5.6 in 2015, 4.6 in 2016 and 3.75 from 2017. The ratios will be measured annually.

 

1 st issue of indirectly controlled entity PCH Holding 2 S.A:

·         Maintaining the Debt Service Coverage ration of the subsidiary Santa Luzia at 1.2 or more from September 2014.

·         Maintaining a Net Debt/EBITDA ratio of 7.5 or less in 2013, 6.0 in 2014, 5.6 in 2015, 4.6 in 2016 and 3.75 from 2017.

 

2nd issue – Dobrevê Energia S/A (DESA):

·         Maintaining a net debt/dividends ratio of 5.5 or less in 2014, 5.5 in 2015, 4.0 in 2016, 3.5 in 2017 and 3.5 in 2018.

 

Various debentures of subsidiaries and joint ventures are subject to early settlement in the event of changes in the Company’s structure or in the corporate structure of the subsidiaries that result in the loss of the share control or of control over Management of the Company by the Company’s current shareholders.

Failure to comply with the restrictions mentioned could result in default in relation to other contractual obligations (cross default), depending on each agreement.

The Management of the Company and subsidiaries monitors constantly and systematically those index, for the conditions be fulfilled. In the opinion of the Management of the Company and its subsidiaries, these restrictive covenants and clauses are adequately complied with at December 31, 2014.

 

 

96


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 19 )   POST-EMPLOYMENT BENEFIT OBLIGATION

The subsidiaries sponsor supplementary retirement and pension plans for their employees. The main characteristics of these plans are as follows:

19.1        Characteristics:

- CPFL Paulista:

The plan currently in force for the employees of the subsidiary CPFL Paulista through Fundação CESP is a Mixed Benefit Plan, with the following characteristics:

i.      Defined Benefit Plan (“BD”) – in force until October 31, 1997 – a defined benefit plan, which grants a Proportional Supplementary Defined Benefit (“BSPS”), in the form of a lifetime income convertible into a pension, to participants enrolled prior to October 31, 1997, the amount being defined in proportion to the accumulated past service time up to that date, based on compliance with the regulatory requirements for granting. The total responsibility for coverage of actuarial deficits of this plan falls to the subsidiary.

ii.     Mixed model, as from November 1, 1997, which covers:

·         benefits for risk (disability and death), under a defined benefit plan, in which the subsidiary assumes  responsibility for Plan’s actuarial deficit, and

·         scheduled retirement, under a variable contribution plan, consisting of a benefit plan, which is a defined contribution plan up to the granting of the income, and does not generate any actuarial liability for the subsidiary CPFL Paulista. The benefit plan only becomes a defined benefit plan, consequently generating actuarial responsibility for the subsidiary, after the granting of a lifetime income, convertible or not into a pension.

 

Additionally, subsidiary’s Managers may opt for a Free Benefit Generator Plan – PGBL (defined contribution), operated by either Banco do Brasil or Bradesco .

 

- CPFL Piratininga:

As a result of the spin-off of Bandeirante Energia S.A. (CPFL Piratininga’s predecessor), the subsidiary CPFL Piratininga assumed the responsibility for the actuarial liabilities for its retired and discharged employees up to the date of the spin-off, as well as the responsibilities relating to the active employees transferred to CPFL Piratininga.

On April 2, 1998, the Supplementary Welfare Office – “SPC”, approved the restructuring of the retirement plan previously maintained by Bandeirante, creating a "Proportional Supplementary Defined Benefit Plan – BSPS”, and a "Mixed Benefit Plan", with the following characteristics:

i.        Defined Benefit Plan (“BD”) - in force until March 31, 1998 – a defined-benefit plan, which concedes a Proportional Supplementary Defined Benefit (BSPS), in the form of a lifetime income convertible into a pension to participants registered up to March 31, 1998, to an amount calculated in proportion to the accumulated past service time up to that date, based on compliance with the regulatory requirements for granting. In the event of death while working or the onset of a disability, the benefits incorporate the entire past service time. CPFL Piratininga has full responsibility for covering the actuarial deficits of this Plan.

ii.       Defined Benefit Plan - in force after March 31, 1998 – defined-benefit type plan, which concedes a lifetime income convertible into a pension based on the past service time accumulated after March 31, 1998, based on 70% of the average actual monthly salary for the last 36 months of active service. In the event of death while working or the onset of a disability, the benefits incorporate the entire past service time. The responsibility for covering the actuarial deficits of this Plan is equally divided between CPFL Piratininga and the participants.

iii.     Variable Contribution Plan – implemented together with the Defined Benefit plan effective after March 31, 1998.  This is a defined-benefit type pension plan up to the granting of the income, and generates no actuarial liability for CPFL Piratininga. The pension plan only becomes a Defined Benefit type plan after the concession of the lifetime income, convertible (or not) into a pension, and accordingly starts to generate actuarial liabilities for the subsidiary.

 

97


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Additionally, subsidiary’s 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 management 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 and 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.

 

Managers may opt for a Free Benefit Generator Plan – PGBL (defined contribution), operated by either Banco do Brasil or Bradesco.

 

19.2        Changes in the defined benefit plans:

 

 

December 31, 2014

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total liability

Present value of defined benefit obligation

3,820,563

 

986,972

 

88,621

 

279,283

 

5,175,439

Fair value of plan's assets

(3,315,422)

 

(913,589)

 

(85,360)

 

(273,019)

 

(4,587,390)

Present value of liabilities , net

505,141

 

73,383

 

3,261

 

6,264

 

588,049

                   
 

December 31, 2013

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total liability

Present value of defined benefit obligation

3,599,853

 

919,441

 

82,167

 

245,371

 

4,846,832

Fair value of plan's assets

(3,235,768)

 

(874,546)

 

(83,309)

 

(242,325)

 

(4,435,948)

Present value of liabilities (fair value of assets) , net

364,085

 

44,895

 

(1,142)

 

3,046

 

410,884

Effect of the limit on the assets to be accounted for (asset ceiling)

-

 

-

 

1,142

 

-

 

1,142

Net actuarial liabilities recognized on balance sheet

364,085

 

44,895

 

-

 

3,046

 

412,025

                   

 

The changes in present value of the defined benefit obligations and the fair values of the plan assets are as follows:

 

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total liabilities

Fair value of acturial liabilities at December 31, 2012

4,431,699

 

1,159,779

 

101,714

 

298,014

 

5,991,206

Gross current service cost

1,485

 

6,099

 

167

 

359

 

8,110

Interest on actuarial obligation

380,340

 

99,150

 

8,740

 

25,727

 

513,957

Participants' contributions transferred during the year

60

 

1,582

 

12

 

927

 

2,581

Actuarial loss (gain) with changes of financial assumptions

(912,671)

 

(282,757)

 

(21,728)

 

(63,034)

 

(1,280,190)

Benefits paid during the year

(301,060)

 

(64,412)

 

(6,738)

 

(16,622)

 

(388,832)

Fair value of acturial liabilities at December 31, 2013

3,599,853

 

919,441

 

82,167

 

245,371

 

4,846,832

Gross current service cost

1,160

 

3,937

 

152

 

(43)

 

5,206

Interest on actuarial obligation

404,925

 

104,090

 

9,250

 

27,748

 

546,013

Participants' contributions transferred during the year

14

 

1,700

 

-

 

783

 

2,497

Actuarial loss (gain): changes of demographic assumptions

35,892

 

10,484

 

1,113

 

4,379

 

51,868

Actuarial loss (gain): changes of financial assumptions

89,187

 

16,695

 

3,089

 

19,387

 

128,358

Benefits paid during the year

(310,468)

 

(69,375)

 

(7,150)

 

(18,342)

 

(405,335)

Fair value of acturial liabilities at December 31, 2014

3,820,563

 

986,972

 

88,621

 

279,283

 

5,175,439

                   

 

98


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total assets

Fair value of acturial assets at December 31, 2012

(3,774,468)

 

(985,557)

 

(93,360)

 

(271,878)

 

(5,125,263)

Expected return during the year

(337,591)

 

(89,686)

 

(8,560)

 

(24,698)

 

(460,535)

Participants' contributions transferred during the year

(60)

 

(1,582)

 

(12)

 

(927)

 

(2,581)

Sponsors' contributions

(56,266)

 

(18,243)

 

(1,208)

 

(8,336)

 

(84,053)

Actuarial loss (gain)

631,557

 

156,110

 

13,093

 

46,892

 

847,652

Benefits paid during the year

301,060

 

64,412

 

6,738

 

16,622

 

388,832

Fair value of acturial assets at December 31, 2013

(3,235,768)

 

(874,546)

 

(83,309)

 

(242,325)

 

(4,435,948)

Expected return during the year

(365,720)

 

(100,048)

 

(9,459)

 

(27,961)

 

(503,188)

Participants' contributions transferred during the year

(14)

 

(1,700)

 

-

 

(783)

 

(2,497)

Sponsors' contributions

(85,024)

 

(24,930)

 

(1,809)

 

(7,421)

 

(119,184)

Actuarial loss (gain)

60,636

 

18,260

 

2,067

 

(12,871)

 

68,092

Benefits paid during the year

310,468

 

69,375

 

7,150

 

18,342

 

405,335

Fair value of acturial assets at December 31, 2014

(3,315,422)

 

(913,589)

 

(85,360)

 

(273,019)

 

(4,587,390)

                   

 

19.3        Changes in the assets and liabilities recognized:

The changes in net liabilities are as follows:

 

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total

Net actuarial liabilities at of December 31, 2012

657,231

 

174,222

 

8,353

 

26,136

 

865,942

Expense (income) recognized in income statement

44,234

 

15,562

 

481

 

1,388

 

61,665

Sponsors' contributions transferred during the year

(56,266)

 

(18,243)

 

(1,207)

 

(8,336)

 

(84,052)

Actuarial loss (gain) with changes of financial assumptions

(281,114)

 

(126,646)

 

(7,627)

 

(16,142)

 

(431,529)

Net actuarial liabilities at of December 31, 2013

364,085

 

44,895

 

-

 

3,046

 

412,025

Other contributions

14,458

 

394

 

69

 

504

 

15,425

Total liability

378,543

 

45,289

 

69

 

3,550

 

427,450

                   

Current

               

76,810

Noncurrent

               

350,640

                   
 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total

Net actuarial liabilities at of December 31, 2013

364,085

 

44,895

 

-

 

3,046

 

412,025

Expense (income) recognized in income statement

40,365

 

7,979

 

77

 

(256)

 

48,165

Sponsors' contributions transferred during the year

(85,024)

 

(24,930)

 

(1,809)

 

(7,421)

 

(119,184)

Actuarial loss (gain): changes of demographic assumptions

35,892

 

10,484

 

1,113

 

4,379

 

51,868

Actuarial loss (gain): changes of financial assumptions

149,823

 

34,955

 

3,880

 

6,515

 

195,174

Net actuarial liabilities at of December 31, 2014

505,140

 

73,383

 

3,261

 

6,264

 

588,048

Other contributions

15,171

 

456

 

65

 

20

 

15,712

Total liability

520,311

 

73,839

 

3,326

 

6,284

 

603,760

                   

Current

               

85,374

Noncurrent

               

518,386

 

19.4        Estimated contributions and benefits:

The estimated contributions to the plans for 2015 are shown below:

 

 

2015

CPFL Paulista

89,275

CPFL Piratininga

26,177

CPFL Geração

1,899

RGE

7,792

99


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The estimated benefits to be paid by Fundação CESP and ELTROCEEE for the next 10 years are shown below:

 

Expected benefits payment (to be paid by Fundação CESP and ELETROCEEE)

 

2015

 

2016

 

2017

 

2018

 

2019 to 2024

 

Total

CPFL Paulista

305,800

 

320,045

 

334,684

 

349,550

 

2,397,175

 

3,707,254

CPFL Piratininga

65,866

 

69,163

 

72,980

 

77,122

 

570,573

 

855,704

CPFL Geração

7,034

 

7,324

 

7,697

 

8,003

 

55,227

 

85,285

RGE

19,392

 

20,907

 

22,520

 

23,696

 

169,538

 

256,053

 

At December 31, 2014, the average duration of the defined benefit obligation was 9.2 years for CPFL Paulista, 10.8 years for CPFL Piratininga, 9.3 years for CPFL Geração and 10.2 years for RGE.

 

19.5        Recognition of income and expense for defined benefit pension plans:

The actuarial estimate of the expense and/or revenue to be recognized in 2015 and the expense recognized in 2014 is as follows:

 

 

2015 Estimated

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Consolidated

Service cost

1,270

 

3,880

 

188

 

(31)

 

5,307

Interest on actuarial obligations

420,314

 

109,333

 

9,753

 

30,895

 

570,295

Expected return on plan assets

(367,541)

 

(102,525)

 

(9,488)

 

(30,670)

 

(510,224)

Total expense (income)

54,043

 

10,688

 

453

 

194

 

65,378

                   
 

2014 Realized

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Consolidated

Service cost

1,160

 

3,937

 

152

 

(43)

 

5,206

Interest on actuarial obligations

404,925

 

104,090

 

9,250

 

27,748

 

546,013

Expected return on plan assets

(365,720)

 

(100,048)

 

(9,459)

 

(27,961)

 

(503,188)

Effect of the limit on the assets to be accounted for

-

 

-

 

134

 

-

 

134

Total expense (income)

40,365

 

7,979

 

77

 

(256)

 

48,165

                   

 

The main assumptions taken into consideration in the actuarial valuations for the two years presented were as follow:

 

 

December 31, 2014

 

December 31, 2013

       

Nominal discount rate for actuarial liabilities:

11.46% p.a.

 

11.72% p.a.

Nominal return rate on plan assets:

11.46% p.a.

 

11.72% p.a.

Estimated rate of nominal salary increase:

8.15% p.a.

 

7.10% p.a.

Estimated rate of nominal benefits increase:

0.0% a .a.

 

0.0% p .a.

Estimated long-term inflation rate (basis for establishing nominal rates above)

5.00% p.a.

 

5.00% p.a.

General biometric mortality table:

AT-2000 (-10)

 

AT-83

Biometric table for the onset of disability:

Low light

 

Mercer Disability

Expected turnover rate:

ExpR_2012*

 

0.3 / (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

(*) FUNCESP experimence, with uniform aggravation of 15% between the ages of 30 and 40, and null from 45 years of age

 

19.6        Plan assets:

The following tables show the allocation (by asset segment) of the assets of the CPFL group pension plans, at December 31, 2014 and 2013 managed by Fundação CESP and ELETROCEEE. It also shows the distribution of the collateral resources established as a target for 2015, in the light of the macroeconomic scenario in December 2014.

 

 

100


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Assets managed by the plans as follows:

 

   

Assets managed by Fundação CESP

 

Assets managed by ELETROCEEE

   

CPFL Paulista e CPFL Geração

 

CPFL Piratininga

 

RGE

   

Quoted in an active market

 

Not quoted in an active market

 

Quoted in an active market

 

Not quoted in an active market

 

Quoted in an active market

 

Not quoted in an active market

   

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

Fixed rate

 

75%

 

73%

 

-

 

-

 

78%

 

73%

 

-

 

-

 

61%

 

61%

 

-

 

-

Government bonds

 

65%

 

63%

 

-

 

-

 

65%

 

63%

 

-

 

-

 

42%

 

40%

 

-

 

-

Corporate bonds (financial institutions)

 

5%

 

6%

 

-

 

-

 

9%

 

6%

 

-

 

-

 

5%

 

5%

 

-

 

-

Corporate bonds (non financial institutions)

 

1%

 

2%

 

-

 

-

 

2%

 

2%

 

-

 

-

 

8%

 

8%

 

-

 

-

Multimarket funds

 

2%

 

2%

 

-

 

-

 

2%

 

2%

 

-

 

-

 

6%

 

8%

 

-

 

-

Other fixed income investments

 

2%

 

1%

 

-

 

-

 

-

 

1%

 

-

 

-

 

-

 

-

 

-

 

-

Variable income

 

18%

 

21%

 

-

 

-

 

18%

 

21%

 

-

 

-

 

23%

 

24%

 

-

 

-

CPFL Energia´s shares

 

6%

 

8%

 

-

 

-

 

5%

 

8%

 

-

 

-

 

-

 

-

 

-

 

-

Investment funds - shares

 

12%

 

13%

 

-

 

-

 

13%

 

13%

 

-

 

-

 

23%

 

24%

 

-

 

-

Structured investments

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

14%

 

14%

 

-

 

-

Equity funds

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

12%

 

12%

 

-

 

-

Real state funds

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1%

 

1%

 

-

 

-

Multimarket funds

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1%

 

1%

 

-

 

-

Real estate

 

-

 

-

 

4%

 

3%

 

-

 

-

 

2%

 

3%

 

-

 

-

 

1%

 

1%

Loans to participants

 

-

 

-

 

2%

 

2%

 

-

 

-

 

2%

 

2%

 

-

 

-

 

1%

 

1%

Other assets

 

-

 

-

 

1%

 

1%

 

-

 

-

 

-

 

1%

 

-

 

-

 

-

 

-

Escrow deposits and othes

 

-

 

-

 

1%

 

1%

 

-

 

-

 

-

 

1%

 

-

 

-

 

-

 

-

   

93%

 

94%

 

7%

 

6%

 

96%

 

94%

 

4%

 

6%

 

98%

 

98%

 

2%

 

2%

                                                 

 

The plan assets do not include any properties occupied by the Company. The fair value of the shares stated on the line "Shares of CPFL Energia" in the assets managed by Fundação CESP is R$ 288,061 in December 31, 2014 (R$ 378,225 in December 31, 2013).

 

   

Target for 2015

   

Fundação CESP

 

Fundação ELETROCEEE

   

CPFL Paulista e

CPFL Geração

 

CPFL

Piratinga

 

RGE

       

Fixed income investments

 

70.2%

 

73.2%

 

65.0%

Variable income investments

 

22.2%

 

20.3%

 

20.0%

Real state

 

3.4%

 

1.6%

 

1.0%

Loans

 

1.5%

 

2.0%

 

1.0%

Structured investments

 

2.2%

 

2.3%

 

13.0%

Investments abroad

 

0.5%

 

0.6%

 

0.0%

   

100.0%

 

100.0%

 

100.0%

             

 

The allocation target for 2015 was based on the recommendations for allocation of assets made at the end of 2014 by Fundação CESP and ELETROCEEE, in its Investment Policy. This target may change at any time during 2015, in the light of changes in the macroeconomic situation or in the return on assets, among other factors.

The asset management aims to maximize the return on investments, while seeking to minimize the risks of an actuarial deficit. Investments are therefore always made bearing in mind the liabilities that have to be honored. One of the main tools used by Fundação CESP to achieve its management objectives is ALM (Asset Liability Management – Joint Management of Assets and Liabilities), performed at least once a year, for a horizon of more than 10 years. This tool also assists in studying the liquidity of the pension plans, taking into consideration the benefit payment flow in relation to liquid assets. ELETROCEEE uses the same tool.

The basis for determining the assumptions of estimated general return on the assets is supported by ALM. The main assumptions are macroeconomic projections for calculating the anticipated long-term profitability, taking into account the current benefit plan portfolios. ALM processes the ideal average long-term allocation of the plans’ assets and the estimated profitability in the long term is based on this allocation and on the assumptions of the assets’ profitability.

 

 

101


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

19.7        Sensitivity analysis:

The significant actuarial assumptions for determining the defined benefit obligation are discount rate, anticipated salary increase and mortality. The following sensitivity analyses were based on reasonably possible changes in the assumptions at the end of the reporting period, with the other assumptions remaining constant.

The sensitivity analysis may not represent the actual change in the defined benefit liability, as it is improbable that the change would occur to isolated assumptions, as certain assumptions may be correlated.

Furthermore, in the presentation of the sensitivity analysis, the present value of the defined benefit obligation was calculate using the projected unit credit method at the end of the reporting period, the same method used to calculate the defined benefit obligation recognized in the balance sheet.

See below the effects on the defined benefit obligation if the discount rate were 0.25 percentage points higher (lower) and if life expectancy were to increase (decrease) in one year for men and women:

 

Assumption

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total

                     

Defined benefit obligation

 

3,820,563

 

986,972

 

88,621

 

279,283

 

5,175,439

 

Assumption

 

Assumptions report (A)

 

Increase / (Decrease) (B)

 

Intended (A+B)

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Increase (decrease) of total defined benefit plan obligation

Nominal discount (p.a.)

 

11.46%

 

-0.25%

 

11.21%

 

88,503

 

27,097

 

2,093

 

7,184

 

124,877

       

0.25%

 

11.71%

 

(84,949)

 

(25,851)

 

(2,007)

 

(6,872)

 

(119,679)

                                 

Life expectancy (years)

 

AT-2000(-10)

 

-1 ano

     

(55.623)

 

(12,248)

 

(979)

 

(3,891)

 

(72,741)

       

+1 ano

     

80.819

 

15,228

 

2,115

 

4,038

 

102,200

 

19.8        Investment risk:

 

The major part of the resources of the Company’s benefit plans is invested in the fixed income segment and, within this segment, the greater part of the funds is invested in federal government bonds, indexed to the IGP, which is the index for adjustment of the actuarial liabilities of the Company’s plans (defined benefit plans), match between assets e liabilities.

Management of the Company’s benefit plans is monitored by the Investment and Pension Management Committee, which includes representatives of active and retired employees, as well as members appointed by the Company. Among the duties of the Committee are the analysis and approval of investment recommendations made by the Fundação CESP investment managers, which happens quarterly, at least.

In addition to controlling market risks by the unplanned divergence methodology, as required by law, Fundação CESP uses the following tools to control market risks in the fixed income and variable income segments: VaR, Tracking Risk, Tracking Error and Stress Test.

Fundação CESP's Investment Policy imposes additional restrictions (along those established by law) which define the percentage of diversification for investments in assets issued or underwritten by the same legal entity.

 

( 20 )   REGULATORY CHARGES

 

102


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

 

Consolidated

 

December 31, 2014

 

December 31, 2013

Fee for the use of water resources

1,676

 

1,590

Global reverse fund - RGR

15,993

 

15,983

ANEEL inspection fee

1,553

 

1,869

Energy development account - CDE

24,570

 

12,937

FUST and FUNTEL

2

 

-

Total

43,795

 

32,379

 

 

( 21 )   TAXES AND SOCIAL CONTRIBUTIONS PAYABLE

 

 

 

Consolidated

 

 

 

December 31,
2014

 

December 31,
2013

Current

 

 

 

ICMS (State VAT)

266,489

 

117,895

PIS (tax on revenue)

15,096

 

10,156

COFINS (tax on revenue)

69,701

 

45,892

IRPJ (corporate income tax)

35,304

 

62,771

CSLL (social contribution tax)

22,242

 

29,659

PIS (REFIS)

-

 

4,100

COFINS (REFIS)

-

 

18,886

Other

27,434

 

28,704

Total

436,267

 

318,063

 

 

 

 

Noncurrent

 

 

 

PIS (REFIS)

-

 

5,807

COFINS (REFIS)

-

 

26,748

Total

-

 

32,555

 

 

 

 

 

Tax Recovery Program - REFIS - Law 11,941/2009

Law 12,865/13 was published on October, 2013, reopening the period for enrollment in the Tax Recovery Program - REFIS, the subsidiaries CPFL Paulista and CPFL Piratininga acceded to the program for reduction and financing of federal taxes in relation to tax suits - PIS and COFINS on Sector Charges - CCC/CDE - non-cumulative system of the total amount of R$ 57,465, obtaining a discount on interest and fines of R$ 36,823, recorded in financial income (note 29).

In June 2014, Law 12,966 was introduced establishing the option of settling 70% of the balance of installment payments in process with own tax loss carry forwards or between holding companies and subsidiaries.

In November 2014, the subsidiaries CPFL Paulista and CPFL Piratininga settled the total balance of R$ 40,006 thousand, R$ 12,001 by financial settlement and R$ 28,005 with deferred tax loss carry forwards of CPFL Energia.

 

 

103


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 22 )   PROVISION FOR TAX, CIVIL AND LABOR RISKS AND ESCROW DEPOSITS

 

 

Consolidated

 

December 31, 2014

 

December 31, 2013

 

Provision for
tax, civil and
labor risks

 

Escrow
Deposits

 

Provision for
tax, civil and
labor risks

 

Escrow
Deposits

Labor

 

 

 

 

 

 

 

Various

124,261

 

82,857

 

119,707

 

80,516

 

 

 

 

 

 

 

 

Civil

 

 

 

 

 

 

 

Various

172,564

 

120,696

 

149,735

 

174,961

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

FINSOCIAL

27,585

 

77,576

 

25,682

 

73,633

Income tax

120,054

 

829,589

 

128,332

 

779,899

Other

9,774

 

51,755

 

20,555

 

33,785

 

157,413

 

958,920

 

174,568

 

887,318

 

 

 

 

 

 

 

 

Other

36,620

 

4

 

23,985

 

384

 

 

 

 

 

 

 

 

Total

490,858

 

1,162,477

 

467,996

 

1,143,179

 

 

 

 

 

 

 

 

 

The changes in the provisions for tax, civil and labor risks are shown below:

 

 

Consolidated

 

December 31,
2013

 

Addition

 

Reversal

 

Payment

 

Monetary
restatement

 

Business
combination

 

December 31,
2014

Labor

119,707

 

81,992

 

(35,513)

 

(57,453)

 

15,528

 

-

 

124,261

Civil

149,735

 

126,363

 

(35,322)

 

(105,917)

 

22,703

 

15,001

 

172,564

Tax

174,568

 

8,223

 

(27,665)

 

(7,712)

 

10,000

 

-

 

157,413

Other

23,985

 

39,427

 

(10,000)

 

(16,918)

 

126

 

-

 

36,620

 

467,996

 

256,005

 

(108,500)

 

(188,000)

 

48,356

 

15,001

 

490,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The provision 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 legal advisers and the Management of the Company and its subsidiaries.

The principal pending issues relating to litigation, legal cases and tax assessments are summarized below:

i.      Labor: the main labor suits relate to claims filed by former employees or unions for additional salary payments (overtime, salary parity, severance payments and other claims).

ii.    Civil:

Bodily injury: mainly refer to claims for indemnities relating to accidents in the subsidiaries' electrical grids, damage to consumers, vehicle accidents, etc.

Tariff increase: corresponds to various claims by industrial consumers as a result of tariff increases imposed by DNAEE Ordinances 38 and 45, on February 27 and March 4, 1986, when the “Plano Cruzado” economic plan price freeze was in effect.

iii.   Tax:

FINSOCIAL: relates to legal challenges of the subsidiary CPFL Paulista of the rate increase and collection of FINSOCIAL during the period June 1989 to October 1991.

Income tax: the provision of R$ 120,094 (R$ 108,782 at December 31, 2013) recognized by the subsidiary CPFL Piratininga refers to the lawsuit in relation to the tax deductibility of CSLL in determination of corporate income tax - IRPJ.

Other – tax: refers to other suits in progress at the judicial and administrative levels resulting from of the subsidiaries' operations, in relation to INSS, FGTS and SAT tax issues.

 

104


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

Possible losses

The Company and its subsidiaries are parties to other suits 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. It is not yet possible to predict the outcome of the courts’ decisions or any other decisions in similar proceedings considered probable or remote. Consequently, no provision has been established for these. The claims relating to possible losses, at December 31, 2014, were as follows: (i) R$ 459,303 labor (R$ 244,277 at December 31, 2013) related mainly to workplace accidents, risk premium, overtime, etc; (ii) R$ 481,575 civil (R$ 413,850 at December 31, 2013) are related mainly to bodily injury, environmental impacts and tariff increases; and (iii) R$ 3,216,981 tax (R$ 2,704,881 at December 31, 2013), related mainly to ICMS, FINSOCIAL, PIS and COFINS and Income taxes, being one of the main claims the deductibility of the expense recognized in 1997 in relation to the commitment assumed for the pension plan of the employees of the subsidiary CPFL Paulista with Fundação CESP estimated amounting R$ 1,008,733, for which CPFL Paulista has a linked escrow deposit of R$ 703,073 and (iv) R$ 37,739 regulatory at December 31, 2014 (R$ 27,628 at December 31, 2013).

In the possible regulatory loss mainly included the collection of the system service charge - ESS, established in the CNPE Resolution 03 of March 6, 2013. In relation to which, through the Brazilian Association of Independent Electric Energy Producers - APINE and the Brazilian Association for Generation of Clean Energy - ABRAGEL, the Company's subsidiaries and joint ventures obtained an injunction suspending collection of the charge.  The Company's legal counsel classified the risk of loss as possible.  The total amount of the risk is R$ 18,465, manly related to for the indirect subsidiaries CPFL Renováveis (R$ 12,642), Ceran (R$ 4,679), and Paulista Lajeado (R$ 1,106).

Escrow deposits: income tax: of the total amount of R$ 829,589, R$ 703,073 (R$ 648,861 at December 31, 2013) refers to the discussion of the deductibility for federal tax purposes of expense recognized in 1997 in respect of the commitment made by the subsidiary CPFL Paulista to the employees’ pension plan in relation to Fundação CESP, in function of the renegotiation of the debt in that exercise. On consulting the Brazilian Federal tax authority, the subsidiary obtained a favorable reply in Note MF/SRF/COSIT/GAB nº 157, of April 9, 1998, and took advantage of the tax deductibility of the expense, thereby generating a tax loss for that year. As a result of that procedure, the subsidiary was assessed by the tax inspectors and, as a result of that procedure, the subsidiary was assessed by the tax inspectors. This discussion was responsible for some other unfavorable court decisions and the subsidiary offered escrow deposits in guarantee. Based on the updated position of the legal counsel in charge of the case and Management’s opinion the risk of loss is classified as possible.

Based on the opinion of their external legal advisers, Management of the Company and its subsidiaries consider that the registered amounts represent current forecast.

 

( 23 )   PUBLIC UTILITIES

 

 

 

Consolidated

Company

 

December 31,
2014

 

December 31,
2013

Number of
remaining
installments

CERAN

 

84,992

 

83,176

255

 

 

 

 

 

 

Current

 

4,000

 

3,738

 

Non current

 

80,992

 

79,438

 

 

 

105


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 24 )   OTHER ACCOUNTS PAYABLE

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

Current

 

Noncurrent

 

 

December 31,
2014

 

December 31,
2013

 

December 31,
2014

 

December 31,
2013

Consumers and concessionaires

 

49,710

 

43,804

 

-

 

-

Energy efficiency program - PEE

 

267,123

 

218,419

 

13,370

 

11,537

Research & Development - P&D

 

105,125

 

164,180

 

12,389

 

4,842

National scientific and technological development fund - FNDCT

 

1,469

 

1,966

 

-

 

-

Energy research company - EPE

 

734

 

982

 

-

 

-

Fund of reversal

 

-

 

-

 

17,750

 

17,750

Advances

 

85,683

 

34,879

 

23,849

 

-

Provision for socio-environmental costs and decommissioning of assets

 

-

 

-

 

49,938

 

34,471

Payroll

 

12,232

 

17,639

 

-

 

-

Profit sharing

 

55,659

 

36,601

 

7,413

 

4,171

Collections agreement

 

91,889

 

73,240

 

-

 

-

Guarantees

 

-

 

-

 

31,479

 

29,133

Advance CDE

 

35,053

 

9,246

 

-

 

-

Business combination

 

70,419

 

10,477

 

16,152

 

-

Other

 

60,844

 

52,095

 

11,425

 

1,981

Total

 

835,941

 

663,529

 

183,766

 

103,886

 

 

 

 

 

 

 

 

 

 

Consumers and concessionaires: refers to liabilities in connection with bills paid twice and adjustments of billing to be offset or returned to consumers as well the participation of consumers in the “Programa de Universalização” program.

Research and Development and Energy Efficiency Programs:  the subsidiaries recognize liabilities relating to amounts already billed in tariffs (1% of Net Operating Revenue), but not yet invested in the Research and Development and Energy Efficiency Programs.  These amounts are subject to monthly restatement at the SELIC rate, to realization. 

Advances: refer mainly to advances from customers in relation to advance billing by the subsidiary CPFL Renováveis, before of the energy or service has actually been provided or delivered.

Provision for socio-environmental costs and decommissioning of assets: refers mainly to reserve recorded by CPFL Renováveis in relation to socio-environmental licenses as a result of events that have already occurred and obligations to remove assets arising from contractual and legal requirements related to leasing of land on which the wind farms are located. Such costs are reserved for against fixed assets and will be depreciated over the remaining useful life of the asset.

Profit-sharing: mainly comprised by:

i.      in accordance with a collective labor agreement, the Company and its subsidiaries introduced an employee profit-sharing program, based on achievement of operating and financial targets established in advance;

ii.     Long-term incentive program: In July 2012, the Company’s Board of Directors approved the long-term incentive program for executives, consisting of a plan to grant phantom stock options and awards in funds, in accordance with the appreciation of the Company’s shares in relation to an amount calculated.

The plan does not cater for share distribution to the executives and only uses them for purposes of monitoring the targets laid down in the Company's long-term strategic plan, also approved by the Board of Directors.

The plan will run from 2012 to 2018 and certain Company executives who are exercising their duties on the grant date will be eligible.  The grant is annual and the vesting period for conversion into premiums will be from the second, third or fourth year after the grant date, with an option for 1/3 of the shares per year. Any failure to meet expectations in a conversion may be accumulated in subsequent vesting, up to the limit of the respective grant.

The program provides for partial realization, if a minimum of 80% of the estimates of the strategic plan is reached, involving reduction of the award to the percentage reached, as well as the possibility of exceeding them, with a ceiling of 150% in accordance with the same criteria.

Business acquisition: Refers to the amounts recorded by the subsidiary CPFL Renováveis, mainly in relation to the acquisition of minority interests amounting R$ 71,490. This amount is derived from the merger of WF2 (Note 13) on October 1, 2014. Before WF2’ acquisition by CPFL Renvováveis the acquired signed an agreement for the purchase of shares and other covenants from  the noncontrolling shareholders of DESA, holders of 21.14% of the voting and total capital by that time, by this agreement, the non-controlling shareholders of DESA  undertake to dispose of all their shares by the total amount of R$ 203,000, and under the terms and subject to the conditions established in the agreement. The remaining amount of R$ 71,490 outstanding at December 31, 2014 will be realized in five quarterly installments, the last of which is comes due on January 29, 2016. The amount of each quarterly installment will be corrected at the CDI rate on a pro rata basis, +1.2% a year, on a pro rata basis.

 

106


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 25 )   SHAREHOLDER’S EQUITY

The shareholders’ interest in the Company’s equity as of December 31, 2014 and 2013 are shown below:

 

 

 

Number of shares

 

 

December 31, 2014

 

December 31, 2013

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

 

477,700

 

0.05

 

487,700

 

0.05

Camargo Correa S.A.

 

837,860

 

0.09

 

837,860

 

0.09

ESC Energia S.A.

 

234,092,930

 

24.33

 

234,092,930

 

24.33

Bonaire Participações S.A.

 

1,200,000

 

0.12

 

6,308,790

 

0.66

Energia São Paulo FIA

 

141,929,430

 

14.75

 

136,820,640

 

14.22

Fundação Petrobras de Seguridade Social - Petros

 

1,759,900

 

0.18

 

1,759,900

 

0.18

Fundação Sistel de Seguridade Social

 

19,500

 

0.00

 

19,500

 

0.00

BNDES Participações S.A.

 

64,842,768

 

6.74

 

64,842,768

 

6.74

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

Members of the Board of Directors

 

800

 

0.00

 

-

 

-

Members of Executive Board

 

102,300

 

0.01

 

102,350

 

0.01

Other shareholders

 

177,899,650

 

18.49

 

177,890,400

 

18.49

Total

 

962,274,260

 

100.00

 

962,274,260

 

100.00

 

 

 

 

 

 

 

 

 

 

25.1        Change in capital - controlling shareholder group:

On June 28, 2014, the shareholder Bonaire Participações S.A. issued a Notice to Shareholders to communicate the approval of a reduction of R$ 206,541 in its capital, with no cancellation of shares. The shareholders were reimbursed as follows: (i) R$ 171,339 in cash, (ii) R$ 35,202 by delivery of 5,108,790 (five million, one hundred and eight thousand seven hundred and ninety) Company´s common shares not tied to the Company's shareholders' agreement, which were held by Bonaire.

 

25.2        Capital reserves:

Refers basically to: (i) R$ 228,322  related to the CPFL Renováveis business combination in 2011,  (ii) effect of the public offer of shares, in 2013, in the subsidiary CPFL Renováveis, as mentioned in note 13, amounting to R$ 59,308, as a result of the dilution in the indirect interest in CPFL Renováveis,  (iii) effect of DESA acquisition through the issuance of shares of CPFL Renováveis, in 2014, as mentioned in note 13, amounting R$ 180,297, and (iv) other transactions between shareholders without changes in control,
R$ 155. In accordance with ICP 09 (R2) and IFRS 10 / CPC 36, these effects were accounted for as transactions between shareholders and recorded directly in Company Shareholder’s Equity.

 

25.3        Profit reserves:

Is comprised of:

i.        Legal reserve, amounting to R$ 605,811.

ii.      Statutory reserve – financial asset of concession: the distribution subsidiaries record profit or loss the change in the expected cash flow from the financial asset of concession, however the financial realization will occur at the end of the concession, through the indemnification of the concession, by the Granting Authority. As result, the Company retains statutory reserve – financial asset of concession of the amounts, supported by article 194 of Law 6404/76, until the receipt the financial asset. This statutory reserve amounts R$ 330,437 as of December 31, 2014.

iii.     Earnings retained for investment: On December 31, 2013, the Company retained R$108,987 for investments. In August 2014, it was noted that this reserve was no longer required for the purpose for which it was intended and the amount was realized in August 31, 2014 and comprised the basis for distribution of an interim dividend.

 

107


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

25.4        Other comprehensive income:

The accumulated comprehensive income is comprised of:

a)     Deemed cost: Relates to recognition of the added value of the deemed cost of the generators' property, plant and equipment, of R$ 483,610;

b)    Post-employment benefit obligation: The amount of R$ 337,718 refers to the effects recorded directly in the comprehensive income, according to IAS 19 / CPC 33 (R2).

 

25.5        Dividends

The Annual and Extraordinary General Meeting held on April 29, 2014 approved the allocation of net income for the year for 2013 and declared dividends of R$ 930,851, of which R$ 363,049 relate to the interim dividend declared of June 2013, plus an additional dividend of R$ 567,802.

In accordance with the by-laws and based on the income for the first half-year of 2014, the Board of Directors on August 27, 2014, approved the declaration of an interim dividend of R$ 422,195, attributing the amount of R$ 0, 438746730 to each share paid on October 1, 2014.

The Company paid R$ 986,811 in 2014 basically in respect of the dividends declared at December 31, 2013 and June 30, 2014.

 

25.6        Allocation of net income for the year:

The Company’s by-laws assure shareholders of a minimum dividend of 25% of net income, adjusted in accordance with the law.

The proposed allocation of net income is shown below:

 

 

R$

Net income - Parent company

949,177

Realization of comprehensive income

26,055

Prescribed dividend

5,722

Net income base for allocation

980,954

Legal reserve

(47,459)

Earnings retained for investment

108,987

Interim dividend

(422,195)

Statutory reserve - financial asset of concession

(65,400)

Statutory reserve - working capital improvement

(554,888)

 

Since the amount of R$ 422,195 (44.5% of net income of the year), more than the obligatory dividend, has already been distributed as dividends for the year, and in view of (i) the current adverse economic scenario, (ii) the unpredictability of the hydrological situation and (iii) the uncertainties about the market projections of the distributors due to the energy efficiency campaigns and extraordinary tariff increases, Company Management proposes allocation of R$ 554,888 to the statutory - working capital improvement.

 

( 26 )   EARNINGS PER SHARE

Earnings per share – basic and diluted

Calculation of the basic and diluted earnings per share for the years ended December 31, 2014 and 2013 was based on the net income attributable to controlling shareholders and the average weighted number of common shares outstanding during the years. For the diluted earnings per share, it was considered the dilutive effects of instruments convertible into shares, as shown below:

 

108


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

 

2014

 

2013

Numerator

 

 

 

 

Net income attributable to controlling shareholders

 

949,177

 

937,419

Denominator

 

 

 

 

Weighted average shares outstanding during the year

 

962,274,260

 

962,274,260

Net income per share - basic

 

0.99

 

0.97

 

 

 

 

 

Numerator

 

 

 

 

Net income attributable to controlling shareholders

 

949,177

 

937,419

Dilutive effect of convertible debentures of subsidiary CPFL Renováveis (*)

 

(17,265)

 

(25,016)

Net income attributable to the Controlling Shareholders

 

931,912

 

912,403

 

 

 

 

 

Denominator

 

 

 

 

Weighted average shares outstanding during the year

 

962,274,260

 

962,274,260

Net income per share - diluted

 

0.97

 

0.95

(*)Proportional to the percentage of the Company's interest in the subsidiary in each period presented

 

The dilutive effect of the numerator in the calculation of diluted earnings per share takes into account the dilutive effects of the debentures convertible into shares issued by subsidiaries of the indirectly subsidiary CPFL Renováveis. Calculation of the effects was based on the assumption that these debentures would have been converted into common shares of each subsidiary at the beginning of the year. The share-based payments granted at  the subsidiary CPFL Renováveis shares have anti-dilutive impact at each year.

 

( 27 )   OPERATING REVENUE

 

 

 

Consolidated

 

 

Number of consumers (*)

 

In GWh (*)

 

R$ thousand

Revenue from eletric energy operations

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

Consumer class

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

6,732,715

 

6,523,553

 

16,501

 

15,426

 

6,533,590

 

5,710,050

Industrial

 

56,920

 

58,565

 

14,144

 

14,691

 

3,871,868

 

3,605,079

Commercial

 

483,204

 

491,057

 

9,437

 

8,837

 

3,471,225

 

2,956,069

Rural

 

243,275

 

245,687

 

2,326

 

2,081

 

496,790

 

415,075

Public Administration

 

50,538

 

49,443

 

1,295

 

1,234

 

476,557

 

407,094

Public Lighting

 

9,917

 

9,596

 

1,622

 

1,586

 

315,072

 

284,346

Public Services

 

8,155

 

7,961

 

1,861

 

1,820

 

566,719

 

486,609

(-) Adjustment of excess and surplus revenue of reactive

 

-

 

-

 

-

 

-

 

(84,017)

 

(59,731)

Billed

 

7,584,724

 

7,385,862

 

47,187

 

45,675

 

15,647,804

 

13,804,591

Own comsuption

 

-

 

-

 

34

 

34

 

-

 

-

Unbilled (net)

 

-

 

-

 

-

 

-

 

63,142

 

73,536

Emergency charges - ECE/EAEE

 

-

 

-

 

-

 

-

 

2

 

(254)

Reclassification to network usage charge - TUSD - captive consumers

 

-

 

-

 

-

 

-

 

(5,464,570)

 

(5,287,096)

Electricity sales to final consumers

 

7,584,724

 

7,385,862

 

47,221

 

45,709

 

10,246,379

 

8,590,776

 

 

 

 

 

 

 

 

 

 

 

 

 

Furnas Centrais Elétricas S.A.

 

 

 

 

 

3,026

 

3,026

 

477,775

 

441,961

Other concessionaires and licensees

 

 

 

 

 

9,628

 

10,918

 

1,690,711

 

1,874,482

Current electric energy

 

 

 

 

 

2,334

 

1,031

 

976,377

 

205,976

Electricity sales to wholesaler´s

 

 

 

 

 

14,987

 

14,975

 

3,144,864

 

2,522,419

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue due to network usage charge - TUSD - captive consumers

 

 

 

 

 

 

 

 

 

5,464,570

 

5,287,096

Revenue due to network usage charge - TUSD - free consumers

 

 

 

 

 

 

 

 

 

990,815

 

965,737

(-) Adjustment of revenue surplus and excess responsive

 

 

 

 

 

 

 

 

 

(18,045)

 

(14,587)

Revenue from construction of concession infrastructure

 

 

 

 

 

 

 

 

 

944,997

 

1,004,399

Sector financial asset and liability (Note 8)

 

 

 

 

 

 

 

 

 

910,720

 

-

Resources provided by the energy development account - CDE

 

 

 

 

 

 

 

 

 

771,018

 

627,832

Other revenue and income

 

 

 

 

 

 

 

 

 

341,061

 

355,694

Other operating revenues

 

 

 

 

 

 

 

 

 

9,405,136

 

8,226,172

Total gross revenues

 

 

 

 

 

 

 

 

 

22,796,379

 

19,339,367

Deductions from operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

ICMS

 

 

 

 

 

 

 

 

 

(3,106,928)

 

(2,777,486)

PIS

 

 

 

 

 

 

 

 

 

(335,937)

 

(271,301)

COFINS

 

 

 

 

 

 

 

 

 

(1,547,783)

 

(1,247,439)

ISS

 

 

 

 

 

 

 

 

 

(7,583)

 

(5,545)

Global reversal reserve - RGR

 

 

 

 

 

 

 

 

 

(2,362)

 

(3,791)

Fuel consumption account - CCC

 

 

 

 

 

 

 

 

 

-

 

(34,432)

Energy development account - CDE

 

 

 

 

 

 

 

 

 

(271,577)

 

(155,249)

Research and development and energy efficiency programs

 

 

 

 

 

 

 

 

 

(117,683)

 

(111,243)

PROINFA

 

 

 

 

 

 

 

 

 

(100,569)

 

(99,244)

Emergency charges - ECE/EAEE

 

 

 

 

 

 

 

 

 

(2)

 

253

IPI

 

 

 

 

 

 

 

 

 

(10)

 

(34)

FUST e FUNTEL

 

 

 

 

 

 

 

 

 

(2)

 

-

 

 

 

 

 

 

 

 

 

 

(5,490,436)

 

(4,705,511)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

 

 

 

 

 

 

 

 

17,305,942

 

14,633,856

(*) Information not reviewed by the independent auditors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

In accordance with ANEEL’s Order nº 4,097 of December 30, 2010, 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, with the title “Revenue due to Network Usage Charge - TUSD captive consumers”.

 

27.1        Adjust of revenue of excess and surplus revenue of reactive:

The tariff regulation procedure (Proret), approved by ANEEL Normative Resolution n° 463 of November 22, 2011, determined that revenue received as a result of excess demand and excess reactive power, from the contractual tariff review date for the 3rd periodic tariff review, should be accounted for as Special Obligations and will be amortized from the next tariff review.

In accordance with ANEEL Order nº 4,991, of December 29, 2011, relating to the basic procedures for preparation of the financial statements, the distributors subsidiaries adjusted revenue of excess and surplus revenue of reactive, reducing the accounts of “Electricity sales to final consumers” and “Revenue due to Network Usage Charge - TUSD free consumers” against the item reducing of intangible assets (“Special Obligations”).

On February 7, 2012, the Brazilian Association of Electric Energy Distributors (Associação Brasileira de Distribuidores de Energia Elétrica - ABRADEE) succeeded in suspending the effects of Resolution 463, whereby the request for advance final relief was granted and the order to account for income from excess demand and excess reactive as special obligations was suspended. The suspensive effect applied for by ANEEL in its interlocutory appeal was granted in June 2012 and the advance relief originally granted in favor of ABRADEE was suspended. The subsidiaries are awaiting the court’s decision on the final treatment of this income, and at December 31, 2014, these amounts are still recorded under Special Obligations, according to CPC 25 and IAS 37, net disclosed in intangible assets of concession.

 

27.2        Periodic tariff revision (“RTP”) e Annual adjustment (“RTA”):

 

 

 

 

 

2014

 

2013

Distributor

 

Month

 

Annual Tariff
Review - RTA

 

Effect
perceived by
consumers (a)

 

Annual Tariff
Review - RTA

 

Effect
perceived by
consumers (a)

CPFL Paulista

 

April

 

17.18%

 

17.23%

 

5.48%

 

6.18%

CPFL Piratininga

 

October

 

19.73%

 

22.43%

 

7.42%

 

6.91%

RGE

 

June

 

21.82%

 

22.77%

 

-10.32%

 

-10.64%

CPFL Santa Cruz

 

February

 

14.86%

 

26.00%

 

9.32%

 

-0.94%

CPFL Leste Paulista

 

February

 

-7.67%

 

-5.32%

 

6.48%

 

3.36%

CPFL Jaguari

 

February

 

-3.73%

 

3.70%

 

2.71%

 

2.68%

CPFL Sul Paulista

 

February

 

-5.51%

 

0.43%

 

2.27%

 

2.21%

CPFL Mococa

 

February

 

-2.07%

 

-9.53%

 

7.00%

 

5.10%

a)     Represents the average effect perceived by consumers, in accordance with ANEEL resolutions, as a result of elimination from the tariff base of financial components added in the annual adjustment for the previous year (unaudited).

 

27.3        Extraordinary Tariff Review (“RTE”):

In order to encompass the effects Law 12,783 of 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. 

 

 

110


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

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:

 

Distributor

 

Resolution n°

 

Effect
perceived by
consumers (*)

CPFL Paulista

 

1,433

 

-20.42%

CPFL Piratininga

 

1,424

 

-26.70%

RGE

 

1,411

 

-22.81%

CPFL Santa Cruz

 

1,452

 

-23.72%

CPFL Leste Paulista

 

1,450

 

-25.33%

CPFL Jaguari

 

1,451

 

-24.38%

CPFL Sul Paulista

 

1,449

 

-26.42%

CPFL Mococa

 

1,453

 

-23.83%

(*) Unaudited information

27.4        Resources provided by the Energy Development Account - CDE:

Law 12,783 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$ 771,018 was recorded in 2014 (R$ 627,832  in 2013), being R$ 78,028 for the low income subsidy (R$ 69,231 in 2013) and R$ 692,990 for other tariff discounts (R$ 558,600 in 2013), set against accounts receivable – Resources provided by the Energy Development Account – CDE/CCEE (note 12) and accounts payable – CDE (note 24).

 

( 28 )   COST OF ELECTRIC ENERGY

 

 

Consolidated

 

GWh (*)

 

R$ thousand

Electricity purchased for resale

2014

 

2013

 

2014

 

2013

Itaipu Binacional

10,417

 

10,719

 

1,383,604

 

1,298,210

Current electric energy

5,074

 

2,974

 

3,018,523

 

726,936

PROINFA

1,043

 

1,019

 

264,068

 

233,152

Energy purchased of bilateral contracts and through action in the regulated market

42,345

 

42,980

 

8,837,459

 

6,786,524

Resources provided by the energy development account - CDE/CCEE

 

 

-

 

(2,340,912)

 

(827,578)

Credit of PIS and COFINS

-

 

-

 

(1,005,106)

 

(748,526)

Subtotal

58,879

 

57,692

 

10,157,635

 

7,468,718

 

 

 

 

 

 

 

 

Electricity network usage charge

 

 

 

 

 

 

 

Basic network charges

 

 

 

 

727,341

 

559,631

Transmission from Itaipu

 

 

 

 

37,896

 

34,716

Connection charges

 

 

 

 

44,834

 

44,470

Charges of use of the distribution system

 

 

 

 

33,147

 

29,542

System service charges - ESS

 

 

 

 

(326,248)

 

554,865

Reserve energy charges

 

 

 

 

10,898

 

33,194

Resources provided by the energy development account - CDE

 

 

 

 

(1)

 

(458,792)

Credit of PIS and COFINS

 

 

 

 

(42,372)

 

(69,655)

Subtotal

 

 

 

 

485,495

 

727,969

 

 

 

 

 

 

 

 

Total

 

 

 

 

10,643,130

 

8,196,687

(*) Unaudited information

Resources provided by the CDE – Law 12,783/2013, Decrees 7,945/2013, 8,203/2014, 8,221/2014 and Order 3,998/2014:

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, 2013 and 2014.

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 7,945, amended by Decree 8,203/14 and further by Decree 8,221/14, which made certain changes in the contracting of energy and the objectives of the Energy Development Account - CDE charge:

 

111


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

i.      pass-through of CDE funds to the distribution concessionaires in relation to the exposure in the hydrologic risk,  involuntary exposure, ESS – Energy Security, CVA ESS and Energy for the year of 2013 and January 2014;

ii.      pass-through to the distribution concessionaires of costs related to involuntary exposure and output of the thermoelectric plants through the Electric Energy Commercialization Chamber - CCEE from February 2014 to December 2014. Additionally, Order 3,998 of September 30, 2014 included the hydrological risk of the renewed energy quotas as involuntary exposure, from July 2014

A total amount of R$ 2,340,913 was recognized in 2014 as a result of these regulations (R$ 1,286,370 in 2013).

The effects of these items were registered as a reduction of the cost of electric energy under CDE/CCEE contribution against other credits under Accounts receivable - CDE/CCEE contribution (Note 12), in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance / CPC 07 Government Grants and Assistance.

In addition to the CDE contributions, the distribution subsidiaries received, via the CCEE, the financial excess of the Energy Reserve Account - CONER, regulated by REN 613/2014. The amount of R$ 437,297 is recorded under "System service charge – ESS" in 2014.

In the tariff review of April 2013 for the subsidiary CPFL Paulista, through Order 1144/2013, ANEEL granted full coverage of the positive balances of 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. In the tariff review of October 2013 for the subsidiary CPFL Piratininga, through Order 1638/2013, ANEEL granted partially coverage of the positive amounts of the CVA calculated on energy purchased and the ESS charge for October 2012 to October 2013.

The resources provided by the CDE recognized in 2014 and 2013 are shown in the following table, per distributor controlled by the Company:

 

 

2014

 

Electricity purchased for resale

 

Electricity network usage charge

 

 

 

Involuntary exposure

 

Quotas and
hydrological
risk

 

Electricity purchased -
regulated market

 

Electricity purchased -
tariff review

 

System service
charges - ESS

 

System service
charges - ESS -
tariff review

   

Total

CPFL Paulista

849,901

 

(6,241)

 

229,335

 

-

 

6

 

-

 

1,073,001

CPFL Piratininga

391,476

 

(357)

 

354,079

 

-

 

2

 

-

 

745,200

CPFL Santa Cruz

66,403

 

13

 

20,344

 

-

 

-

 

-

 

86,760

CPFL Leste Paulista

6,580

 

4

 

(4)

 

-

 

(10)

 

-

 

6,570

CPFL Sul Palista

6

 

5

 

11

 

-

 

-

 

-

 

22

CPFL Jaguari

(1,539)

 

(48)

 

2,001

 

-

 

-

 

-

 

414

CPFL Mococa

-

 

2

 

-

 

-

 

-

 

-

 

2

RGE

428,054

 

(98)

 

986

 

-

 

3

 

-

 

428,945

Total

1,740,881

 

(6,720)

 

606,752

 

-

 

1

 

-

 

2,340,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

Electricity purchased for resale

 

Electricity network usage charge

 

 

 

Involuntary exposure

 

Quotas and
hydrological
risk

 

Electricity purchased -
regulated market

 

Electricity purchased -
tariff review

 

System service
charges - ESS

 

System service
charges - ESS -
tariff review

   

Total

CPFL Paulista

161,087

 

10,868

 

-

 

327,252

 

217,464

 

44,207

 

760,878

CPFL Piratininga

76,735

 

395

 

-

 

167,901

 

88,166

 

(122)

 

333,076

CPFL Santa Cruz

8,689

 

(28)

 

-

 

15,514

 

16,082

 

(5,323)

 

34,934

CPFL Leste Paulista

1,092

 

(6)

 

-

 

-

 

6,487

 

-

 

7,573

CPFL Sul Palista

-

 

(11)

 

-

 

-

 

3,621

 

-

 

3,610

CPFL Jaguari

2,537

 

98

 

-

 

-

 

4,631

 

-

 

7,267

CPFL Mococa

-

 

(6)

 

-

 

-

 

2,717

 

-

 

2,711

RGE

53,593

 

(287)

 

-

 

2,153

 

72,310

 

8,553

 

136,321

Total

303,734

 

11,023

 

-

 

512,821

 

411,476

 

47,316

 

1,286,370

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 29 )   OPERATING COSTS AND EXPENSES COST OF ELECTRIC ENERGY

 

 

Parent Company

 

Operating expense

 

General

 

2014

 

2013

Personnel

18,142

 

13,867

Materials

28

 

22

Outside services

5,050

 

5,323

Depreciation and amortization

173

 

76

Other

2,783

 

3,338

Leases and rentals

138

 

127

Publicity and advertising

237

 

1,291

Legal, judicial and indemnities

865

 

1,081

Donations, contributions and subsidies

813

 

617

Other

729

 

222

Total

26,175

 

22,626

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Operating costs

 

Services rendered to third parties

 

Sales

 

General

 

Other

 

Total

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

Personnel

528,056

 

425,349

 

2

 

-

 

110,759

 

106,111

 

213,654

 

192,142

 

-

 

-

 

852,471

 

723,602

Employee pension plans

48,165

 

61,665

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

48,165

 

61,665

Materials

102,959

 

92,562

 

1,286

 

2,661

 

4,658

 

4,117

 

8,925

 

6,806

 

-

 

-

 

117,827

 

106,145

Outside services

172,422

 

178,809

 

2,511

 

2,464

 

109,264

 

100,301

 

241,826

 

205,450

 

-

 

-

 

526,022

 

487,024

Depreciation and amortization

767,117

 

664,601

 

-

 

-

 

32,049

 

33,689

 

75,779

 

59,964

 

-

 

-

 

874,946

 

758,253

Costs related to infrastructure construction

-

 

-

 

942,267

 

1,004,399

 

-

 

-

 

-

 

-

 

-

 

-

 

942,267

 

1,004,399

Other

53,640

 

44,531

 

(13)

 

(6)

 

145,968

 

132,379

 

233,446

 

464,253

 

328,000

 

285,148

 

761,041

 

926,304

Collection charges

264

 

-

 

-

 

-

 

54,070

 

52,372

 

-

 

-

 

-

 

-

 

54,334

 

52,372

Allowance for doubtful accounts

-

 

-

 

-

 

-

 

83,699

 

70,324

 

-

 

-

 

-

 

-

 

83,699

 

70,324

Leases and rentals

29,331

 

26,181

 

-

 

-

 

-

 

11

 

15,627

 

12,390

 

-

 

-

 

44,958

 

38,582

Publicity and advertising

736

 

871

 

-

 

-

 

127

 

212

 

17,262

 

13,179

 

-

 

-

 

18,125

 

14,262

Legal, judicial and indemnities

-

 

-

 

-

 

-

 

-

 

-

 

192,464

 

429,883

 

-

 

-

 

192,464

 

429,883

Donations, contributions, subsidies and penaulties

-

 

-

 

-

 

-

 

6,579

 

8,003

 

4,204

 

3,935

 

-

 

-

 

10,783

 

11,938

Inspection fee

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

20,894

 

27,422

 

20,894

 

27,422

Loss (gain) on disposal and decommissioning and other on noncurrent assets

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

20,726

 

(39,253)

 

20,726

 

(39,253)

Intangible of concession amortization

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

285,018

 

296,977

 

285,018

 

296,977

Financial compensation for water resources utilization

14,835

 

10,515

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

14,835

 

10,515

Other

8,474

 

6,963

 

(13)

 

(6)

 

1,493

 

1,457

 

3,889

 

4,866

 

1,361

 

2

 

15,204

 

13,282

 

1,672,359

 

1,467,516

 

946,052

 

1,009,518

 

402,698

 

376,597

 

773,630

 

928,614

 

328,000

 

285,148

 

4,122,739

 

4,067,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

113


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 30 )   FINANCIAL INCOME AND EXPENSES

 

 

Parent company

 

Consolidated

 

2014

 

2013

 

2014

 

2013

Financial income

 

 

 

 

 

 

 

Income from financial investments

116,487

 

67,544

 

430,714

 

316,617

Arrears of interest and fines

-

 

5

 

146,992

 

143,429

Restatement of tax credits

6,878

 

1,221

 

25,309

 

8,425

Restatement of escrow deposits

15

 

448

 

74,500

 

118,406

Monetary and exchange adjustment

-

 

-

 

49,144

 

43,615

Adjustment to expected cash flow (note 11)

-

 

-

 

104,642

 

-

Discount on purchase of ICMS credit

-

 

-

 

17,382

 

21,446

PIS and COFINS on insterest on shareholders' equity

(12,699)

 

(15,093)

 

(12,809)

 

(15,368)

Other

7,175

 

3,512

 

54,563

 

62,637

Total

117,855

 

57,637

 

890,436

 

699,208

 

 

 

 

 

 

 

 

Financial expense

 

 

 

 

 

 

 

Debt charges

(143,039)

 

(83,614)

 

(1,542,593)

 

(1,291,762)

Monetary and exchange variations

(34)

 

(607)

 

(247,591)

 

(182,022)

Adjustment to expected cash flow (note 11)

-

 

-

 

-

 

(66,851)

(-) Capitalized borrowing costs

-

 

-

 

12,269

 

57,184

Public utilities

-

 

-

 

(10,649)

 

(11,690)

Other

(247)

 

(277)

 

(191,325)

 

(175,511)

Total

(143,319)

 

(84,497)

 

(1,979,890)

 

(1,670,651)

 

 

 

 

 

 

 

 

Net financial income (expense)

(25,464)

 

(26,860)

 

(1,089,454)

 

(971,443)

 

 

 

 

 

 

 

 


Interest was capitalized at an average rate of 8.12% p.a. in 2014 (8.24% p.a. in 2013) on qualifying assets, in accordance with CPC 20(R1) and IAS 23.

In the expense of monetary and exchange variations includes the effects of gains of R$ 160,052 (R$ 211,282 in 2013) on derivative instruments (note 35).

 

( 31 )   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 show the subsidiaries in accordance with their areas of operation and provides further information about each subsidiary and its business area.

 

 

114


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The segregated information by operating segment is shown below, in accordance with the criteria established by Company Management:

 

 

Distribution

 

Generation
(conventional source)

 

Generation
(renewable source)

 

Commercialization

 

Services

 

Other (*)

 

Elimination

 

Total

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

13,658,786

 

722,623

 

982,613

 

1,790,822

 

151,037

 

61

 

-

 

17,305,942

(-) Intersegment revenues

19,668

 

467,761

 

397,630

 

387,788

 

193,483

 

-

 

(1,466,329)

 

-

Income from electric energy service

1,602,519

 

482,214

 

231,280

 

205,108

 

45,072

 

(26,119)

 

-

 

2,540,073

Financial income

552,918

 

84,884

 

98,991

 

29,543

 

6,380

 

117,720

 

-

 

890,436

Financial expense

(849,774)

 

(482,671)

 

(464,713)

 

(29,104)

 

(10,221)

 

(143,407)

 

-

 

(1,979,890)

Income (loss) before taxes

1,305,663

 

144,112

 

(134,442)

 

205,547

 

41,230

 

(51,806)

 

-

 

1,510,304

Income tax and social contribution

(461,264)

 

(36,291)

 

(33,645)

 

(69,543)

 

(12,687)

 

(10,430)

 

-

 

(623,860)

Net income (loss)

844,400

 

107,820

 

(168,087)

 

136,003

 

28,543

 

(62,236)

 

-

 

886,443

Total assets (**)

16,724,269

 

4,414,196

 

11,601,754

 

507,960

 

828,184

 

1,022,454

 

-

 

35,098,816

Capital expenditures and other intangible assets

702,386

 

14,419

 

250,803

 

3,531

 

90,707

 

22

 

 

 

1,061,868

Depreciation and amortization

(577,753)

 

(136,447)

 

(432,267)

 

(4,471)

 

(8,760)

 

(265)

 

-

 

(1,159,964)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

11,563,700

 

601,980

 

802,011

 

1,579,893

 

84,622

 

1,649

 

-

 

14,633,856

(-) Intersegment revenues

15,354

 

323,658

 

281,913

 

264,891

 

116,184

 

-

 

(1,002,001)

 

-

Income from electric energy service

1,550,951

 

559,784

 

214,750

 

52,060

 

13,333

 

(21,103)

 

-

 

2,369,775

Financial income

504,463

 

40,005

 

55,083

 

27,665

 

13,876

 

58,115

 

-

 

699,208

Financial expense

(906,153)

 

(338,783)

 

(314,243)

 

(22,601)

 

(4,358)

 

(84,513)

 

-

 

(1,670,651)

Income (loss) before taxes

1,149,261

 

381,874

 

(44,410)

 

57,123

 

22,852

 

(47,500)

 

-

 

1,519,200

Income tax and social contribution

(423,712)

 

(69,937)

 

(10,607)

 

(21,399)

 

(6,881)

 

(37,627)

 

-

 

(570,164)

Net income (loss)

725,549

 

311,937

 

(55,017)

 

35,724

 

15,970

 

(85,127)

 

-

 

949,036

Total assets (**)

15,263,417

 

4,515,880

 

9,470,564

 

342,516

 

243,612

 

1,206,806

 

-

 

31,042,796

Capital expenditures and other intangible assets

844,804

 

9,744

 

827,704

 

3,593

 

48,646

 

345

 

-

 

1,734,836

Depreciation and amortization

(564,538)

 

(133,514)

 

(348,355)

 

(4,106)

 

(4,632)

 

(86)

 

-

 

(1,055,231)

 

(*) Other – refers basically to the assets and transactions which are not related to any of the identified segments.

(**) Intangible assets (net of amortization) were allocated to their respective segments. 

 

( 32 )   RELATED PARTIES TRANSACTIONS

The Company’s controlling shareholders are as follows:

·         ESC Energia S.A.

Controlled by the Camargo Corrêa group, with operations in a number of segments, such as construction, cement, footwear, textiles, aluminum and highway concessions, among others.

·         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.

Company controlled by Energia São Paulo Fundo de Investimento em Ações.

·         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 interests in operating subsidiaries are described in note 1.

Controlling shareholders, subsidiaries and associated companies, joint ventures 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 an Exclusive Investment Fund, 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 17 and 18. The Company also guarantees certain loans raised by its subsidiaries, as mentioned in notes 17 and 18.

c)      Other financial transactions: the amounts in relation to Banco do Brasil are bank costs and collection expenses.

d)      Purchase and sale of energy and charges: refers to energy purchased or sold by distribution, commercialization and generation subsidiaries through short or long-term agreements and tariffs for the use of the distribution system (TUSD). Such transactions, in the free Market, are carried out under conditions regarded by the Company as similar to market conditions at the time of the negotiation, in accordance with internal policies established in advance by Company Management. In the regulated market, the prices charged are set by mechanisms established by the Grantor.

 

115


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

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.

f)     Advances: advances for investments in research and development.

g)    Intercompany loan: relates to (i) contracts with the jointly controlled entity EPASA, under contractual conditions of 113.5% of the CDI, maturing in January 2017; (ii) contracts with the non-controlling shareholder of the subsidiary CPFL Renováveis, with maturity by November 2015 with annual interest of 8% + IGP-M.

 

Certain subsidiaries have supplementary retirement plan maintained with Fundação CESP and offered to the employees of the subsidiaries. These plans hold investments in Company’s shares (note 19).

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 subsidiaries CPFL Paulista, CPFL Piratininga and CPFL Geração renegotiated with the joint ventures BAESA, ENERCAN and Foz do Chapecó the original maturities of June to December 2014 for the energy purchase invoices to January 2015.

The total remuneration of key management personnel in 2014, in accordance with CVM Decision nº 560/2008, was R$ 44,214 (R$ 33,680 in 2013). This amount comprises R$ 39,928 (R$ 36,382 in 2013) respect of short-term benefits, R$ 1,043 (R$ 973 in 2013) for post-employment benefits and an accrual of R$ 3,243 (reversal of accrual of R$ 3,675 in 2013) for other long-term benefits.

Transactions between related parties involving controlling shareholders, entities under common control or with significant influence and joint ventures:

 

 

116


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

Consolidated

 

Asset

 

Liability

 

Income

 

Expense

 

December 31,
2014

 

December 31,
2013

 

December 31,
2014

 

December 31,
2013

 

2014

 

2013

 

2014

 

2013

Bank deposits and short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S.A.

161,832

 

115,968

 

-

 

-

 

12,126

 

6,331

 

2

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing, debentures and derivatives contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S.A.

-

 

-

 

1,322,926

 

1,638,769

 

-

 

-

 

174,673

 

88,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S.A.

-

 

-

 

-

 

-

 

-

 

1,224

 

6,271

 

6,031

JBS S/A (*)

-

 

-

 

-

 

-

 

-

 

78

 

-

 

-

BAESA – Energética Barra Grande S.A.

-

 

-

 

-

 

-

 

-

 

-

 

3,228

 

-

Foz do Chapecó Energia S.A.

-

 

-

 

-

 

-

 

-

 

-

 

6,262

 

1,277

ENERCAN - Campos Novos Energia S.A.

-

 

-

 

-

 

-

 

-

 

-

 

5,005

 

1,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAESA – Energética Barra Grande S.A.

-

 

-

 

826

 

862

 

-

 

-

 

-

 

-

Foz do Chapecó Energia S.A.

-

 

-

 

1,170

 

1,222

 

-

 

-

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

-

 

-

 

1,436

 

1,496

 

-

 

-

 

-

 

-

EPASA - Centrais Elétricas da Paraiba

-

 

-

 

526

 

549

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy purchase and sale and charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Afluente Transmissão de Energia Elétrica S.A.

-

 

-

 

40

 

24

 

-

 

-

 

1,342

 

1,048

Arizona 1 Energia Renovável S.A

-

 

-

 

-

 

-

 

-

 

-

 

826

 

-

Baguari I Geração de Energia Elétrica S.A.

-

 

-

 

5

 

5

 

-

 

-

 

252

 

234

Braskem S.A.

-

 

-

 

-

 

-

 

694

 

20,916

 

-

 

-

Caetite 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

757

 

636

Caetité 3 Energia Renovável S.A.

-

 

-

 

-

 

5

 

-

 

-

 

765

 

642

Calango 1 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

914

 

1,044

Calango 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

782

 

-

Calango 3 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

914

 

-

Calango 4 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

848

 

-

Calango 5 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

901

 

-

Companhia de Eletricidade do Estado da Bahia – COELBA

833

 

728

 

-

 

-

 

12,606

 

12,427

 

-

 

-

Companhia Energética de Pernambuco - CELPE

920

 

545

 

-

 

-

 

6,304

 

19,096

 

-

 

-

Companhia Energética do Rio Grande do Norte - COSERN

280

 

223

 

-

 

191

 

2,404

 

8,125

 

1,063

 

1,070

Eldorado Brasil Celulose S.A.

-

 

-

 

-

 

-

 

1,050

 

-

 

-

 

-

Energética Águas da Pedra S.A.

-

 

-

 

117

 

120

 

-

 

-

 

3,959

 

3,746

Estaleiro Atlântico Sul S.A.

-

 

-

 

-

 

-

 

7,584

 

6,106

 

-

 

-

Fras-le

-

 

-

 

-

 

-

 

-

 

6

 

-

 

-

Goiás Sul Geração de Enegia S.A.

-

 

-

 

-

 

-

 

-

 

-

 

155

 

145

Mel 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

617

 

523

MULTINER S/A

-

 

-

 

-

 

-

 

-

 

207

 

-

 

-

NC ENERGIA S.A.

-

 

-

 

-

 

-

 

1,837

 

22,576

 

-

 

-

Raposo Tavares

-

 

-

 

-

 

-

 

-

 

21

 

-

 

-

Rio PCH I S.A.

-

 

-

 

217

 

220

 

-

 

-

 

7,441

 

7,066

SE Narandiba S.A.

-

 

-

 

-

 

-

 

-

 

-

 

142

 

117

Serra do Facão Energia S.A. - SEFAC

-

 

-

 

470

 

547

 

-

 

-

 

19,837

 

18,602

Tavex Brasil S.A

-

 

-

 

-

 

-

 

8,087

 

11,368

 

-

 

-

ThyssenKrupp Companhia Siderúrgica do Atlântico

-

 

-

 

188

 

178

 

557

 

346

 

7,056

 

6,280

Vale Energia S.A.

7,371

 

6,960

 

-

 

-

 

87,077

 

89,671

 

-

 

-

VALE S.A.

-

 

-

 

-

 

-

 

-

 

-

 

7,483

 

1,419

BAESA – Energética Barra Grande S.A.

-

 

-

 

89,202

 

29,568

 

-

 

-

 

101,263

 

75,951

Foz do Chapecó Energia S.A.

1,430

 

-

 

172,804

 

111,019

 

16,841

 

3,936

 

311,878

 

327,385

ENERCAN - Campos Novos Energia S.A.

583

 

544

 

154,678

 

103,252

 

6,702

 

9,376

 

221,590

 

232,815

EPASA - Centrais Elétricas da Paraiba

-

 

2

 

28,632

 

17,094

 

24,363

 

75,781

 

214,978

 

107,348

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets, Property, plant and equipment, Materials and service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S A

-

 

-

 

-

 

-

 

-

 

-

 

163

 

-

Barrocão Empreendimento Imobiliário SPE Ltda.

-

 

 

 

-

 

-

 

-

 

67

 

-

 

-

Boa Vista Empreendimento Imobiliário SPE Ltda.

-

 

2

 

-

 

-

 

-

 

50

 

-

 

-

BRASKEM Qpar S.A.

-

 

-

 

-

 

-

 

15

 

-

 

-

 

-

CCDI 29 Empreendimento Imobiliário Ltda

-

 

-

 

-

 

-

 

31,500

 

-

 

-

 

-

Celesc - Centrais Elétricas Sta Catarina

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,078

Cia.de Saneamento Básico do Estado de São Paulo - SABESP

11

 

85

 

35

 

36

 

50

 

1,002

 

4

 

27

Companhia Energética do Rio Grande do Norte - COSERN

-

 

-

 

-

 

-

 

19

 

-

 

-

 

-

Concessionária do Sistema Anhanguera - Bandeirante S.A. (*)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

50

Embraer

-

 

-

 

-

 

-

 

-

 

36

 

-

 

-

Estaleiro Atlântico Sul S.A.

-

 

-

 

-

 

-

 

12

 

-

 

-

 

-

Ferrovia Centro-Atlântica S.A.

-

 

507

 

-

 

-

 

-

 

1,526

 

-

 

-

HM 11 Empreendimento Imobiliário SPE Ltda

-

 

-

 

-

 

-

 

-

 

9

 

-

 

-

HM 12 Empreendimento Imobiliário SPE Ltda

-

 

-

 

-

 

-

 

-

 

9

 

-

 

-

HM 25 Empreendimento Imobiliário SPE Ltda.

-

 

-

 

-

 

-

 

-

 

63

 

-

 

-

HM Engenharia e Construções S.A.

-

 

-

 

-

 

-

 

24

 

-

 

-

 

-

Hortolândia 4A Empreendimento Imobiliário SPE Ltda

-

 

-

 

-

 

-

 

-

 

41

 

-

 

-

Indústrias Romi S.A.

4

 

4

 

-

 

-

 

45

 

43

 

-

 

-

InterCement Brasil S.A

-

 

-

 

-

 

-

 

60

 

53

 

 

 

 

Itaúsa

-

 

-

 

-

 

-

 

-

 

-

 

-

 

270

Jaguariúna III Empreendimento Imobiliário SPE Ltda.

-

 

-

 

-

 

-

 

-

 

56

 

-

 

-

LUPATECH

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3

Randon

-

 

-

 

76

 

-

 

-

 

-

 

76

 

-

Renovias Concessionária S.A. (*)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6

Rodovias Integradas do Oeste - SP Vias (*)

-

 

26

 

-

 

28

 

-

 

300

 

-

 

-

MRS Logística S.A

119

 

-

 

-

 

-

 

119

 

168

 

-

 

-

Petrobrás

-

 

9

 

-

 

-

 

-

 

208

 

-

 

-

SAMM - Sociedade de Atividades em Multimídia Ltda.(*)

-

 

306

 

-

 

-

 

-

 

627

 

-

 

-

TOTVS S.A.

-

 

-

 

2

 

42

 

-

 

-

 

70

 

2,766

Ultrafértil S.A

149

 

-

 

-

 

-

 

226

 

-

 

-

 

-

Vale Fertilizantes S.A

18

 

-

 

-

 

-

 

36

 

-

 

-

 

-

BAESA – Energética Barra Grande S.A.

-

 

66

 

-

 

-

 

1,465

 

1,367

 

-

 

-

Foz do Chapecó Energia S.A.

-

 

-

 

-

 

-

 

1,491

 

1,499

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

-

 

-

 

-

 

-

 

1,465

 

1,367

 

-

 

-

EPASA - Centrais Elétricas da Paraíba S.A.

393

 

-

 

-

 

-

 

715

 

5,185

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercompany loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPASA - Centrais Elétricas da Paraíba S.A.

94,385

 

86,655

 

-

 

-

 

10,629

 

5,585

 

-

 

-

Noncontrolling shareholder - CPFL Renováveis

6,281

 

6,862

 

-

 

-

 

864

 

1,041

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend and interest on shareholders´ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAESA – Energética Barra Grande S.A.

96

 

48

 

-

 

-

 

-

 

-

 

-

 

-

Chapecoense Geração S.A.

12,128

 

21,744

 

-

 

-

 

-

 

-

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

24,816

 

16,054

 

-

 

-

 

-

 

-

 

-

 

-

EPASA - Centrais Elétricas da Paraiba

14,891

 

14,891

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) Related part until 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

117


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

( 33 )   INSURANCE

The subsidiaries maintain insurance policies with coverage based on specialized advice and takes into account the nature and degree of risk. The amounts are considered sufficient to cover any significant losses on assets and/or responsibilities. The principal insurance policies in the financial statements are:

 

 

 

 

Consolidated

 

 

Description

Type of cover

 

2014

 

2013

Non current assets

Fire, lightning, explosion, machinery breakdown, electrical damage and engeneering risk

 

6,810,183

 

6,241,881

Transport

National transport

 

299,487

 

634,171

Stored Materials

Fire, lightning, explosion and robbery

 

170,300

 

262,883

Automobiles

Comprehensive cover

 

4,962

 

5,327

Civil Liability

Electric energy distributors

 

168,000

 

166,000

Personnel

Group life and personal accidents

 

193,020

 

163,597

Other

Operational risks and other

 

279,897

 

311,755

Total

 

 

7,925,850

 

7,785,615

Information not examined by the independent auditors.

 

 

 

 

 

( 34 )   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 Company’s Corporate Risk Management model in respect of strategy (policy, direction and risk maps), processes (planning, measurement, monitoring and reporting), systems and governance.

The risk management policies are 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 Company'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 of the subsidiaries to incur in 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 raising funds 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. The quantification of this risk is presented in note 35. 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.

 

118


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Interest rate risk: this risk derives from the possibility of the Company and its subsidiaries to incur in 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 35.

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 subsidiaries is primarily generated by hydropower plants. A prolonged period of low rainfall could result in a reduction in the volume of water in the power plants’ reservoirs, compromising the recovery of water levels and resulting in losses due to the increased cost of energy purchased or a reduction in revenue due to the introduction of comprehensive electric energy saving programs or other rationing programs, as in 2001. The hydrological situation in the Southeast, Mid-West and Northeast regions, are unfavorable on the beginning of 2015. Consequently, the current energy scenario for the Interconnected System requires attention and monitoring, especially during the wet season of these regions, which ends in April.

Risk of acceleration of debts: the Company has loans and financing agreements and debentures with restrictive clauses (covenants) normally applicable to these kinds of arrangement, involving compliance with economic and financial ratios. These covenants are monitored and do not restrict the capacity to operate normally, if met at the contractual intervals or if prior agreement is obtained from the creditors for failure to meet.

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 results than 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 control and follow-up procedures are in place on the transactions and balances of financial instruments, for the purpose of monitoring the risks and current rates in relation to 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, always with the appropriate levels of approval, only in the event of exposure that Management regards as a risk. The Company and its subsidiaries do not enter into transactions involving exotic or speculative derivatives.

 

 

119


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 35 )   FINANCIAL INSTRUMENTS 


The main financial instruments, classified in accordance with the group’s accounting practices, are:

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

December 31, 2014

 

December 31, 2013

 

Note

 

Category

 

Measurement

 

Level (*)

 

Accounting
balance

 

Fair value

 

Accounting
balance

 

Fair value

Asset

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

5

 

(a)

 

(2)

 

Level 1

 

2,593,650

 

2,593,650

 

2,105,618

 

2,105,618

Cash and cash equivalent

5

 

(a)

 

(2)

 

Level 2

 

1,763,805

 

1,763,805

 

2,100,804

 

2,100,804

Financial investments

 

 

(a)

 

(2)

 

Level 1

 

5,324

 

5,324

 

24,806

 

24,806

Derivatives

35

 

(a)

 

(2)

 

Level 2

 

608,176

 

608,176

 

318,490

 

318,490

Financial asset of concession - distribution

11

 

(b)

 

(2)

 

Level 3

 

3,296,837

 

3,296,837

 

2,771,593

 

2,771,593

 

 

 

 

 

 

 

 

 

8,267,792

 

8,267,792

 

7,321,312

 

7,321,312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing - principal and interest

17

 

(c)

 

(1)

 

Level 2

 

7,240,164

 

6,266,957

 

7,221,542

 

6,416,990

Loans and financing - principal and interest

17 (**)

 

(a)

 

(2)

 

Level 2

 

3,438,212

 

3,438,212

 

2,008,454

 

2,008,454

Debentures - principal and interest

18

 

(c)

 

(1)

 

Level 2

 

8,471,583

 

7,997,074

 

7,791,402

 

7,859,140

Derivatives

35

 

(a)

 

(2)

 

Level 2

 

13,354

 

13,354

 

2,950

 

2,950

 

 

 

 

 

 

 

 

 

19,163,313

 

17,715,598

 

17,024,348

 

16,287,534

(*) Refers to the hierarchy for determination of fair value

(**) As a result of the initial designation of this financial liability, the financial statements showed a gain of R$ 100,193 in 2014 (gain of R$ 51,238 in 2013)

Category:

 

 

Measurement:

 

 

 

 

 

 

 

 

 

 

 

 

(a) - Measured at fair value through profit or loss

 

 

(1) - Measured at amortized cost

 

 

 

 

 

 

 

 

 

 

(b) - Available for sale

 

 

(2) - Mensured at fair value

 

 

 

 

 

 

 

 

 

 

(c) - Other finance liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The financial instruments for which the recorded amounts approximate to their fair values at the date of these financial statements, due to the nature of these financial instruments, are:

·         Financial assets: (i) consumers, concessionaires and licensees, (ii) leases, (iii) receivable from associates, subsidiaries and parent company, (iv) receivables from resources provided by CDE/CCEE, (v) financial asset of concession - transmission, (vi) pledges, funds and tied deposits, (vii) services rendered to third parties, (viii) Collection agreements, (ix) sector financial asset.

·         Financial liabilities: (i) suppliers, (ii) regulatory charges, (iii) public utility, (iv) consumers and concessionaires, (v) Nacional scientific and technological development fund - FNDCT, (vi) energy research company - EPE, (vii) collection agreement, (viii) reversal fund, (ix) Business combination payable, (x) tariff discount CDE. (xi) sector financial liability.

 

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 (R1) and IFRS 7 requires classification at three levels of hierarchy 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 (R1) and IFRS 7 also defines 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.

 

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 and the respective gains (losses) in net income was of R$ 104,642, and the main assumptions used are described on note 11.

The Company recognizes in “Investments at cost” in the financial statements the 5.94% interest held by the indirect subsidiary Paulista Lajeado Energia S.A. in the total capital of Investco S.A. (“Investco”), in the form of 28,154,140  common shares and 18,593,070 preferred shares. Investco’s shares are not quoted on the stock exchange and the main objective of it operations is to generate electric energy for commercialization by the shareholders who hold the concession, the Company opted to recognize the investment at cost.

 

120


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

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 have their terms fully aligned with the debts protected (note 17 and 18), 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.

 

121


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

At December 31, 2014, the Company and its subsidiaries had the following swap operations:

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of America Merrill Lynch

 

110,899

 

-

 

110,899

 

105,758

 

5,142

 

dollar

 

July 2016

 

156,700

 

over the counter

Citibank

 

45,660

 

-

 

45,660

 

45,302

 

358

 

dollar

 

September 2016

 

85,750

 

over the counter

Morgan Stanley

 

45,844

 

-

 

45,844

 

45,561

 

282

 

dollar

 

September 2016

 

85,475

 

over the counter

Scotiabank

 

13,593

 

-

 

13,593

 

13,317

 

276

 

dollar

 

July 2016

 

49,000

 

over the counter

Bank of America Merrill Lynch

 

49,192

 

-

 

49,192

 

51,537

 

(2,344)

 

dollar

 

July 2016

 

340,380

 

over the counter

Citibank

 

12,628

 

-

 

12,628

 

14,786

 

(2,158)

 

dollar

 

March 2019

 

117,250

 

over the counter

Bank of Tokyo-Mitsubishi

 

11,489

 

-

 

11,489

 

14,795

 

(3,306)

 

dollar

 

March 2019

 

117,400

 

over the counter

Bank of America Merrill Lynch

 

13,108

 

-

 

13,108

 

13,396

 

(287)

 

dollar

 

September 2018

 

106,020

 

over the counter

Bank of America Merrill Lynch

 

15,636

 

-

 

15,636

 

16,117

 

(481)

 

dollar

 

March 2019

 

116,600

 

over the counter

J.P.Morgan

 

7,816

 

-

 

7,816

 

8,058

 

(242)

 

dollar

 

March 2019

 

58,300

 

over the counter

J.P.Morgan

 

73

 

-

 

73

 

1,353

 

(1,280)

 

dollar

 

December 2017

 

51,470

 

over the counter

J.P.Morgan

 

-

 

(1,482)

 

(1,482)

 

(140)

 

(1,343)

 

dollar

 

December 2017

 

53,100

 

over the counter

 

 

325,939

 

(1,482)

 

324,457

 

329,840

 

(5,383)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Piratininga

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank

 

6,439

 

-

 

6,439

 

8,246

 

(1,807)

 

dollar

 

January 2017

 

151,875

 

over the counter

Citibank

 

8,103

 

-

 

8,103

 

8,081

 

22

 

dollar

 

August 2016

 

12,840

 

over the counter

Scotiabank

 

17,753

 

-

 

17,753

 

17,394

 

360

 

dollar

 

July 2016

 

64,000

 

over the counter

Santander

 

13,771

 

-

 

13,771

 

14,783

 

(1,012)

 

dollar

 

July 2016

 

100,000

 

over the counter

Citibank

 

12,628

 

-

 

12,628

 

14,786

 

(2,158)

 

dollar

 

March 2019

 

117,250

 

over the counter

HSBC

 

9,607

 

-

 

9,607

 

10,180

 

(573)

 

dollar

 

April 2018

 

55,138

 

over the counter

J.P.Morgan

 

9,646

 

-

 

9,646

 

10,182

 

(536)

 

dollar

 

April 2018

 

55,138

 

over the counter

 

 

77,947

 

-

 

77,947

 

83,651

 

(5,703)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Santa Cruz

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.P.Morgan

 

4,869

 

-

 

4,869

 

4,805

 

64

 

dolar

 

July 2015

 

20,000

 

over the counter

Santander

 

3,341

 

-

 

3,341

 

3,553

 

(212)

 

dolar

 

June 2016

 

20,000

 

over the counter

 

 

8,210

 

-

 

8,210

 

8,358

 

(148)

 

 

 

 

 

 

 

 

CPFL Leste Paulista

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scotiabank

 

6,622

 

-

 

6,622

 

6,546

 

76

 

dollar

 

July 2015

 

25,000

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Sul Paulista

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.P.Morgan

 

2,556

 

-

 

2,556

 

2,522

 

34

 

dollar

 

July 2015

 

10,500

 

over the counter

Scotiabank

 

2,781

 

-

 

2,781

 

2,749

 

32

 

dollar

 

July 2015

 

10,500

 

over the counter

Santander

 

3,675

 

-

 

3,675

 

3,908

 

(233)

 

dollar

 

June 2016

 

22,000

 

over the counter

 

 

9,013

 

-

 

9,013

 

9,180

 

(168)

 

 

 

 

 

 

 

 

CPFL Jaguari

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scotiabank

 

3,443

 

-

 

3,443

 

3,404

 

39

 

dollar

 

July 2015

 

13,000

 

over the counter

Santander

 

5,179

 

-

 

5,179

 

5,507

 

(328)

 

dollar

 

June 2016

 

31,000

 

over the counter

 

 

8,622

 

-

 

8,622

 

8,911

 

(289)

 

 

 

 

 

 

 

 

CPFL Mococa

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scotiabank

 

2,914

 

-

 

2,914

 

2,880

 

33

 

dollar

 

July 2015

 

11,000

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Geração

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC

 

29,470

 

-

 

29,470

 

32,333

 

(2,863)

 

dollar

 

March 2017

 

232,520

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RGE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank

 

53,250

 

-

 

53,250

 

55,096

 

(1,846)

 

dollar

 

April 2017

 

128,590

 

over the counter

J.P.Morgan

 

26,764

 

-

 

26,764

 

26,815

 

(50)

 

dollar

 

July 2016

 

94,410

 

over the counter

Bank of Tokyo-Mitsubishi

 

9,361

 

-

 

9,361

 

10,850

 

(1,489)

 

dollar

 

April 2018

 

36,270

 

over the counter

Bank of Tokyo-Mitsubishi

 

41,575

 

-

 

41,575

 

47,723

 

(6,148)

 

dollar

 

May 2018

 

168,346

 

over the counter

Citibank

 

5,358

 

-

 

5,358

 

6,182

 

(824)

 

dollar

 

May 2019

 

33,285

 

over the counter

HSBC

 

2,394

 

-

 

2,394

 

2,801

 

(407)

 

dollar

 

October 2017

 

32,715

 

over the counter

 

 

138,702

 

-

 

138,702

 

149,466

 

(10,765)

 

 

 

 

 

 

 

 

CPFL Serviços

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.P.Morgan

 

664

 

-

 

664

 

830

 

(167)

 

dollar

 

October 2016

 

9,000

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Telecom

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú

 

74

 

-

 

74

 

81

 

(7)

 

dollar

 

November 2015

 

9,000

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

608,176

 

(1,482)

 

606,693

 

632,076

 

(25,382)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives for protection of debts not designated at fair value

Exchange rate hedge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Geração

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votorantim

 

-

 

(1,040)

 

(1,040)

 

(196)

 

(844)

 

dollar

 

from January 2015 to December 2016

57,424

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange price index

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Geração

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Santander

 

-

 

(535)

 

(535)

 

(64)

 

(472)

 

IPCA

 

April 2019

 

35,235

 

over the counter

J.P.Morgan

 

-

 

(535)

 

(535)

 

(64)

 

(472)

 

IPCA

 

April 2019

 

35,235

 

over the counter

 

 

-

 

(1,071)

 

(1,071)

 

(128)

 

(943)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge interest rate variation (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Paulista

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of America Merrill Lynch

 

-

 

(2,751)

 

(2,751)

 

(73)

 

(2,678)

 

CDI

 

July 2019

 

660,000

 

over the counter

J.P.Morgan

 

-

 

(1,328)

 

(1,328)

 

(19)

 

(1,309)

 

CDI

 

February 2021

 

300,000

 

over the counter

Votorantin

 

-

 

(415)

 

(415)

 

(4)

 

(412)

 

CDI

 

February 2021

 

100,000

 

over the counter

Santander

 

-

 

(431)

 

(431)

 

(3)

 

(428)

 

CDI

 

February 2021

 

105,000

 

over the counter

 

 

-

 

(4,925)

 

(4,925)

 

(98)

 

(4,827)

 

 

 

 

 

 

 

 

CPFL Piratininga

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.P.Morgan

 

-

 

(458)

 

(458)

 

(12)

 

(446)

 

CDI

 

July 2019

 

110,000

 

over the counter

Votorantim

 

-

 

(492)

 

(492)

 

2

 

(494)

 

CDI

 

February 2021

 

135,000

 

over the counter

Santander

 

-

 

(351)

 

(351)

 

3

 

(354)

 

CDI

 

February 2021

 

100,000

 

over the counter

 

 

-

 

(1,301)

 

(1,301)

 

(7)

 

(1,294)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RGE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC

 

-

 

(2,084)

 

(2,084)

 

(55)

 

(2,029)

 

CDI

 

July 2019

 

500,000

 

over the counter

Votorantim

 

-

 

(784)

 

(784)

 

(14)

 

(770)

 

CDI

 

February 2021

 

170,000

 

over the counter

 

 

-

 

(2,868)

 

(2,868)

 

(69)

 

(2,799)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPFL Geração

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votorantim

 

-

 

(666)

 

(666)

 

79

 

(745)

 

CDI

 

August 2020

 

460,000

 

over the counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

-

 

(11,872)

 

(11,872)

 

(419)

 

(11,453)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

608,176

 

(13,354)

 

594,821

 

631,656

 

(36,835)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

23,260

 

(38)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent

 

584,917

 

(13,317)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For further details of terms and information about debts and debentures, see notes 17 and 18

(¹) The interest rate hedge swaps have half-yearly validity, so the notional value reduces in accordance with amortization of the debt.

                                     

 

 

122


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

 

As mentioned above, certain subsidiaries opted to mark to market debts for which they have fully tied derivative instruments (note 17).

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 years 2014 and 2013, the derivatives resulted in the following impacts on the result:

 

 

 

 

Gain (loss)

 

 

Company

 

Hedged risk / transaction

 

2014

 

2013

CPFL Energia

 

Interest rate variation

 

-

 

323

CPFL Energia

 

Mark to market

 

-

 

(469)

CPFL Paulista

 

Interest rate variation

 

1

 

933

CPFL Paulista

 

Exchange variation

 

96,017

 

150,500

CPFL Paulista

 

Mark to market

 

(21,297)

 

(38,759)

CPFL Piratininga

 

Interest rate variation

 

51

 

303

CPFL Piratininga

 

Exchange variation

 

35,808

 

61,673

CPFL Piratininga

 

Mark to market

 

(6,124)

 

(20,454)

RGE

 

Interest rate variation

 

(28)

 

798

RGE

 

Exchange variation

 

37,585

 

43,058

RGE

 

Mark to market

 

(7,170)

 

(11,380)

CPFL Geração

 

Interest rate variation

 

303

 

273

CPFL Geração

 

Exchange variation

 

21,650

 

18,428

CPFL Geração

 

Mark to market

 

(6,221)

 

(4,344)

CPFL Santa Cruz

 

Exchange variation

 

2,604

 

1,962

CPFL Santa Cruz

 

Mark to market

 

(115)

 

(486)

CPFL Leste Paulista

 

Exchange variation

 

1,453

 

3,435

CPFL Leste Paulista

 

Mark to market

 

(117)

 

(462)

CPFL Sul Paulista

 

Exchange variation

 

2,333

 

3,140

CPFL Sul Paulista

 

Mark to market

 

(163)

 

(658)

CPFL Jaguari

 

Exchange variation

 

2,146

 

2,398

CPFL Jaguari

 

Mark to market

 

(160)

 

(595)

CPFL Mococa

 

Exchange variation

 

427

 

1,966

CPFL Mococa

 

Mark to market

 

(70)

 

(301)

CPFL Serviços

 

Exchange variation

 

830

 

-

CPFL Serviços

 

Mark to market

 

(167)

 

-

CPFL Telecom

 

Exchange variation

 

81

 

-

CPFL Telecom

 

Mark to market

 

(6)

 

-

 

 

 

 

159,653

 

211,282

 

 

 

 

 

 

 

 

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:

If the risk exposure is considered active, the risk to be taken into account is a reduction in the pegged indexes, resulting in a negative impact on the income of the Company and its subsidiaries.  Similarly, if the risk exposure is considered passive, the risk is of an increase in the pegged indexes and the consequent negative effect on income.  The Company and its subsidiaries therefore quantify the risks in terms of the net exposure of the variables (dollar, CDI, IGP-M, IPCA and TJLP), as shown below:

 

 

 

 

123


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

c.1) Exchange rates variation

Considering the level of net exchange rate exposure at December 31, 2014 is maintained, the simulation of the effects by type of financial instrument for three different scenarios would be:

 

 

 

Consolidated

Instruments

 

Exposure

R$ thousand (1)

 

Risk

 

Exchange depreciation
of 10,5%*

 

Exchange apreciation of
25%**

 

Exchange apreciation of
50%**

Financial liability instruments

 

(3,498,455)

 

 

 

(367,336)

 

599,111

 

1,565,559

Derivatives - plain vanilla swap

 

3,570,114

 

 

 

374,861

 

(611,383)

 

(1,597,627)

 

 

71,659

 

drop in the dollar

 

7,524

 

(12,272)

 

(32,067)

 

 

 

 

 

 

 

 

 

 

 

Total decrease (increase)

 

71,659

 

 

 

7,524

 

(12,272)

 

(32,067)

(1) Exchange rate at December 31, 2014: R$ 2.66

 

 

 

 

 

 

 

 

 

 

(*) In accordance with exchange graphs contained in information provided by the BM&F. Exchange rate used: R$2,94

 

 

 

 

(**) In compliance with CVM Instruction 475/08, the percentage of exchange depreciation are related to the information provided by the BM&F.

 

 

As the net exposure is an asset, the risk is of a drop in the dollar and the exchange rate is therefore appreciated by 25% and 50% in relation to the probable dollar.

 

 

                     

 

c.2) Variation in interest rates

Assuming (i) the scenario of net exposure of the financial instruments indexed to variable interest rates at December 31, 2014 is maintained, and (ii) the respective accumulated annual indexes for 2014 remain stable (CDI 10.81% p.a; IGP-M 3.79% p.a.; TJLP  5.0% p.a.; IPCA 6.41% p.a.), the effects on 2014 financial statements would be a net financial expense of R$ R$ 1,098,178 (CDI R$ 873,130, IGP-M R$ 2,738  e TJLP R$ 222,015 and IPCA R$ 295). In the event of fluctuations in the indexes in accordance with the three scenarios described below, the effect on the net financial expense would as follows:

 

 

 

Consolidated

Instruments

 

Exposure

R$ thousand

 

Risk

 

Scenario I*

 

Raising index by 25%**

 

Raising index by 50%**

Financial asset instruments

 

4,661,995

 

 

 

100,233

 

251,282

 

402,330

Financial liability instruments

 

(9,693,073)

 

 

 

(208,401)

 

(522,457)

 

(836,512)

Derivatives - Plain Vanilla Swap

 

(3,045,980)

 

 

 

(65,489)

 

(164,178)

 

(262,868)

 

 

(8,077,058)

 

CDI apprec.

 

(173,657)

 

(435,353)

 

(697,050)

 

 

 

 

 

 

 

 

 

 

 

Financial liability instruments

 

(74,197)

 

IGP-M apprec.

 

(1,684)

 

(2,790)

 

(3,895)

 

 

 

 

 

 

 

 

 

 

 

Financial liability instruments

 

(4,440,303)

 

TJLP apprec.

 

(22,202)

 

(83,256)

 

(144,310)

 

 

 

 

 

 

 

 

 

 

 

Financial liability instruments

 

(75,293)

 

 

 

(866)

 

(2,289)

 

(3,712)

Derivatives - plain vanilla swap

 

70,688

 

 

 

813

 

2,149

 

3,485

 

 

(4,605)

 

IPCA apprec.

 

(53)

 

(140)

 

(227)

 

 

 

 

 

 

 

 

 

 

 

Total decrease (increase)

 

(12,596,162)

 

 

 

(197,595)

 

(521,539)

 

(845,482)

(*) The CDI, IGP-M, TJLP and IPCA indexes considered of 12.96%, 5.96%, 5,5% and 7.56%, respectively, were obtained from information available in the market.

(**) In compliance with CVM Instruction 475/08, the percentage of raising index were applied to Scenario I indexes.

 

 

 

d) Liquidity analysis

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of its financial liabilities. The table below sets out details of the contractual maturities of the financial liabilities as at December 31, 2014, taking into account principal and interest, and is based on the undiscounted cash flow, considering the earliest date on which the Company and its subsidiaries have to settle their respective obligations.

 

 

 

 

 

Consolidated

2014

 

Note

 

Weighted average interest rates

 

less than 1 month

 

1-3 months

 

3 months to 1 year

 

1-3 years

 

4-5 years

 

more than 5 years

 

Total

Suppliers

 

16

 

 

 

2,324,995

 

48,256

 

896

 

633

 

-

 

-

 

2,374,779

Loans and financing - principal and interest

 

17

 

9.68%

 

213,831

 

248,497

 

1,508,835

 

5,205,573

 

4,227,887

 

3,070,115

 

14,474,738

Derivatives

 

35

 

 

 

3

 

3

 

31

 

2,485

 

6,364

 

4,467

 

13,354

Debentures - principal and interest

 

18

 

12.49%

 

74,417

 

135,191

 

2,764,083

 

2,800,423

 

4,402,183

 

1,600,049

 

11,776,346

Regulatory charges

 

20

 

 

 

42,266

 

1,529

 

-

 

-

 

-

 

-

 

43,795

Public utility

 

23

 

15.56%

 

333

 

666

 

3,001

 

7,988

 

7,992

 

65,012

 

84,992

Other

 

24

 

 

 

16,295

 

127,507

 

70,419

 

16,152

 

-

 

17,750

 

248,123

Consumers and concessionaires

 

 

 

 

 

15,062

 

34,648

 

-

 

-

 

-

 

-

 

49,710

National scientific and technological development fund - FNDCT

 

822

 

647

 

-

 

-

 

-

 

-

 

1,469

Energy research company - EPE

 

 

 

 

 

410

 

323

 

-

 

-

 

-

 

-

 

734

Collections agreement

 

 

 

 

 

-

 

91,889

 

-

 

-

 

-

 

-

 

91,889

Fund for reversal

 

 

 

 

 

-

 

-

 

-

 

-

 

-

 

17,750

 

17,750

Bussines combination

 

 

 

 

 

-

 

-

 

70,419

 

16,152

 

-

 

-

 

86,571

Total

 

 

 

 

 

2,672,140

 

561,649

 

4,347,265

 

8,033,254

 

8,644,427

 

4,757,394

 

29,016,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

124


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

( 36 )   COMMITMENTS


The Company’s commitments in relation to long-term energy purchase agreements and plant construction projects are as of December 31, 2014, as follows:

 

Commitments at December 31, 2014

 

Duration

 

less than 1 year

 

1-3 years

 

4-5 years

 

more than 5 years

 

Total

Energy purchase and system charge contracts (except Itaipu)

Up to 35 years

 

8,874,761

 

16,997,483

 

17,317,122

 

59,696,884

 

102,886,250

Itaipu

 

Up to 30 years

 

1,687,268

 

3,544,257

 

3,526,339

 

16,558,434

 

25,316,299

Power plant constrution projets (a)

 

Up to 12 years

 

172,977

 

876,431

 

146

 

-

 

1,049,554

Suppliers of materials and service

 

Up to 19 years

 

1,262,405

 

806,401

 

68,558

 

169,359

 

2,306,723

Total

 

 

 

11,997,412

 

22,224,572

 

20,912,165

 

76,424,677

 

131,558,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The power plant construction projects include commitments made basically to construction related to the subsidiaries in the renewable energy segment.

 

( 37 )   NON CASH TRANSACTION

 

 

 

Parent Company

 

Consolidated

 

 

December
31, 2014

 

December
31, 2013

 

December
31, 2014

 

December
31, 2013

Transactions resulting from business combinations

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

-

 

-

 

(1,009,877)

 

-

Property, plant and eqiupment acquired through business combination

 

-

 

-

 

1,345,577

 

-

Intangible asset acquired in business combination, net of tax effects

 

-

 

-

 

852,201

 

-

Deferred taxes on business combination

 

 

 

 

 

(289,748)

 

-

Other net assets acquired through business combination

 

-

 

-

 

6,440

 

-

 

 

-

 

-

 

904,593

 

-

Consideration paid with acquired cash

 

-

 

-

 

(70,930)

 

-

Transferred consideration by stock issue

 

-

 

-

 

(833,663)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other transactions

 

 

 

 

 

 

 

 

Capital increase in investees with advance for future capital increase

 

59,397

 

-

 

-

 

-

Advance for future capital increase in subsidiary

 

28,005

 

-

 

-

 

-

Provision (reversal) for socio-environmental costs capitalized in property, plant and equipment

 

-

 

-

 

9,193

 

(17,747)

Interest capitalized in property, plant and equipment

 

-

 

-

 

4,225

 

48,328

Interest capitalized in intangible of the concession - distribution infraestruture

 

-

 

-

 

8,044

 

8,845

Transfer from financial concession asset and intangible to property, plant and equipment as result of spin-off generation activity on the distribuition

-

 

-

 

5,828

 

-

Transfer between property, plant and equipament and other assets

 

-

 

-

 

16,430

 

18,896

Realization of noncontrolling's capital reserve against to receivables

 

-

 

-

 

2,189

 

-

                 

 

 

( 38 )   RELEVANT FACT AND SUBSEQUENT EVENT

 

38.1 Annual Tariff Adjustment – CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa

On February 3, 2015, ANEEL published the Resolutions fixing the tariff adjustments of the subsidiaries of CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa as from that date. The details of the adjustments are shown below:

 

Distributors

 

Resolution n°

 

Annual Tariff
Review - RTA

 

Effect
perceived by
consumers (*)

CPFL Santa Cruz

 

1,850

 

34.68%

 

27.96%

CPFL Leste Paulista

 

1,852

 

20.80%

 

24.89%

CPFL Jaguari

 

1,853

 

38.46%

 

45.70%

CPFL Sul Paulista

 

1,851

 

24.88%

 

28.38%

CPFL Mococa

 

1,849

 

23.34%

 

29.28%

(*) Information unaudited

 

 

125


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

38.2 Loans and financing

CPFL Energia

A meeting of the Board of Directors held on January 29, 2015 approved fundraising, in the Company, amounting to R$ 1,000,000, the funds will be used to extend the debt maturity.

The amount of R$ 500,000 had been released by the date these financial statements were approved for one year maturity.

On February 24, 2015, the Company prepaid the 4th debenture issue, the total balance in December 31, 2014 was R$ 1,304,406, with interests

 

CPFL Paulista, CPFL Piratininga e RGE

Investments

A meeting of the Board of Directors in December 2014 approved contracting financing from the BNDES and Banco Safra for: (i)  the amount of R$ 427,716 for the subsidiary CPFL Paulista,; (ii) the amount of R$ 194,862 for the subsidiary  CPFL Piratininga; and (iii) the amount of R$ 266,790 for the subsidiary RGE. These are part of a  FINEM’s credit line to be used in the subsidiaries' investment plans. No amount has been released yet in relation to this credit line.

Financial institutions:

Between January 1 and the date on which these financial statements were approved, the following amounts were released in relation to the Law 4131 debt: (i) R$ 1,199,974 to the subsidiary CPFL Paulista, (ii) R$ 345,551 to the subsidiary CPFL Piratininga; (iii) R$ 271,949 to the subsidiary RGE, with final maturities to 2020. The funds raised will be used to extend the indebtedness and reinforce the working capital of the subsidiaries.

 

CPFL Renováveis

In January 2015, the subsidiary Mata Velha Energética S.A. issued its 1st promissory notes, amounting to R$ 50,000 maturing in July 2015. The objective is to reinforce working capital.

 

38.3 CPFL Transmissora Morro Agudo S.A.

The incorporation of CPFL Transmissora Morro Agudo S.A., a subsidiary of CPFL Geração, was approved in January 2015, with the objective of operating and exploiting electric energy transmission concessions, including construction, implementation, operation and maintenance of transmission facilities of the basic network of the Interlinked National System.

 

38.4 EPASA – change in the share interest

After the capital increase on January 31, 2014, described in Note 13.9, certain shareholders of the joint venture EPASA had their interest diluted. As per the actual Shareholders Agreement, these shareholders were entitled to repurchase shares in order to reconstitute their interests, and accordingly, on March 1, 2015, Eletricidade do Brasil S/A and OZ&M Incoporação e Participação Ltda. partially exercised this right until February 25, 2015, and bought 10,704,756 common shares from CPFL Geração, amounting R$ 10,455. 

 

 

126


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Since this corporate transaction, the breakdown of the shares of the joint venture EPASA is as follows:

 

 

 

At December 31, 2014

 

At February 25, 2015

Shareholder

 

Shares

 

Interest - %

 

Shares

 

Interest - %

CPFL Geração de Energia S/A

 

161,646,415

 

57.13

 

150,941,659

 

53.34

Eletricidade do Brasil S/A

 

107,903,763

 

38.13

 

118,100,009

 

41.74

Aruanã Energia S/A

 

6,960,800

 

2.46

 

6,960,800

 

2.46

OZ&M Incorporação, Participação Ltda

 

6,450,767

 

2.28

 

6,959,277

 

2.46

Total

 

282,961,745

 

100.00

 

282,961,745

 

100.00

 

 

 

 

 

 

 

 

 

 

38.5 Tariff flags

The Tariff Flag system was created by REN nº 547/13, and came into effect on January 1, 2015. This mechanism may reflect the actual cost of the electric energy generation conditions in Brazil, particularly in relation to thermal generation, ESS related to energy security, hydrological risk and involuntary exposure of the electric energy distributors. The green flag indicates favorable conditions and the tariff is not increased. The yellow flag indicates less favorable conditions and the red flag is used in more costly conditions, with increases of R$ 1.50  and R$ 3.00, respectively, (pre-taxes on sales) for every 100 kWh consumed. These amounts were increased on March 2, 2015 by REH nº 1.859/15, effective from March 1, 2015, to R$ 2.50 and R$ 5.50, respectively.

Additionally, Decree 8401/15 created the Tariff Flags Resources Centralization Account, administered by the CCEE. The net amount of the expenses covered by the flags mechanism and the income billed by the distributors will be reversed to this account and vice versa.

38.6 RTE

On February 27, 2015, ANEEL approved the result of the Extraordinary Tariff Review - RTE with the objective of re-establishing the tariff coverage of the electric energy distributors in view of the significant increase in the 2015 CDE quota and the cost of purchasing energy (tariff and exchange variations from Itaipu and auction of existing energy and adjustments). The tariffs resulting from this RTE will be effective from March 2, 2015 to the date of each distributor's next ordinary meeting. The impact for consumers in the distribution subsidiaries' concession areas are as follows:

 

 

 

Effect perceived by consumers (*)

Distributors

 

Total

 

Grupo A

 

Grupo B

CPFL Paulista

 

31.77%

 

40.05%

 

27.27%

CPFL Piratininga

 

29.29%

 

40.49%

 

21.47%

RGE

 

35.47%

 

43.36%

 

33.04%

CPFL Santa Cruz

 

9.15%

 

10.53%

 

9.78%

CPFL Leste Paulista

 

19.09%

 

24.74%

 

17.55%

CPFL Jaguari

 

22.85%

 

25.01%

 

18.79%

CPFL Sul Paulista

 

21.29%

 

37.67%

 

13.86%

CPFL Mococa

 

16.25%

 

23.83%

 

13.97%

(*) Unaudited information

This tariff event was approved without detriment to the Annual Tariff Adjustment - RTA or Periodic Tariff Review - RTP in 2015, in accordance with the distributors' concession agreements.

 

38.7        Share bonus for shareholders

Aiming reinforcement of the Company's capital structure, the Executive Board, in a meeting held on March 16, 2015, recommended to the Board of Directors to propose to the General Meeting the capitalization of the balance of the statutory reserve - working capital improvement by issuing new shares to the shareholders. This proposal will be submitted for approval of the Extraordinary General Meeting called for April 29, 2015.

127


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Board of directors

 

 

Murilo Cesar L. S. Passos

Chairman

 

Renê Sanda

Vice Chairman

 

 

 

 

Claudio Borin Guedes Palaia

Francisco Caprino Neto

Deli Soares Pereira

Carlos Alberto Cardoso Moreira

Maria Helena dos Santos Fernandes de Santana

Members

 

 

 

Executive board

 

 

Wilson P. Ferreira Junior

Chief Executive Officer

 

Gustavo Estrella

Vice-President for Finance

and Investor Relations

 

Hélio Viana Pereira

Vice-President for Operation

 

Luiz Eduardo Froes do Amaral Osorio

Vice-President for Institutional Relations

 

Carlos da Costa Parcias Júnior

Vice-President for Business Development

 

José Marcos Chaves de Melo

Vice-President for Administration

 

 

 

 

Accounting division

 

 

Sergio Luis Felice

Accounting Director

CRC.1SP192767/O-6

 

 

 

128


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of

CPFL Energia S.A.

São Paulo - SP

Introduction

We have audited the accompanying individual and consolidated financial statements of CPFL Energia S.A. (“CPFL Energia” or “Company”), identified as Parent Company and Consolidated, respectively, which comprise the balance sheets as of December 31, 2014 and the related statements of income, comprehensive income, changes in shareholders' equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with the accounting practices adopted in Brazil and in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), as well as for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting practices used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of CPFL Energia S.A. as of December 31, 2014, its individual and consolidated financial performance and its cash flows for the year then ended in accordance with the accounting practices adopted in Brazil and in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).

Other matters

Statements of value added

We have also audited the individual and consolidated statements of value added (DVA) for the year ended December 31, 2014, prepared under Management's responsibility, the presentation of which is required by the Brazilian Corporate Law for publicly-traded companies, and provided as supplemental information for IFRSs which do not require the presentation of DVA. These statements were subject to the same auditing procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.

 

129


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

Campinas, March 16, 2015

DELOITTE TOUCHE TOHMATSU

Marcelo Magalhães Fernandes

Auditores Independentes

Engagement Partner

 

 

 

 

 

130


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Report of the Audit Committee

 

The members of the Audit Committee of CPFL Energia S.A, in the exercise of their legal prerogatives, have reviewed the Management Report and the Financial Statements for 2014 and, in the light of the clarifications provided by the Company's Executive Board and the representative of the External Audit and based on the opinion of Deloitte Touche Tohmatsu Auditores Independentes, dated March 10, 2014, are of the opinion that these documents are fit to be reviewed and voted on by the Annual General Meeting of Shareholders, to be held on April 29, 2015.

 

São Paulo, March 25, 2015.

 

 

William Bezerra Cavalvanti Filho

President

 

 

Adalgiso Fragoso de Faria

Member

 

Marcelo de Andrade

Member

 

 

Martin Roberto Glogowsky

Member

 

Celene Carvalho de Jesus

Member

 

 

 

 

 

 

131


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Management declaration on financial statements

 

In accordance to the sections V and VI of article 25 of CVM Instruction 480, of December 07, 2009, the chief executive officer and directors of CPFL Energia S.A., a publicly quoted companion, whose headquarters are located at Gomes de Carvalho street, 1510 - 14º floor- Room 142 - Vila Olímpia - São Paulo - SP – Brasil, CNPJ (Federal Tax ID) 02.429.144/0001-93, have declared:

 

a)     that reviewed, discussed and agree with the auditors’ opinion issued by Deloitte Touche Tohmatsu Auditores Independentes, related to CPFL Energia Financial Statements as of December 31, 2014;

b)    that reviewed, discussed and agree with the CPFL Energia Financial Statements as of December 31, 2014.

 

Campinas, March 16, 2014.

Wilson P. Ferreira Junior

Chief Executive Officer

 

Gustavo Estrella

Vice-President for Finance

And Investor Relations

José Marcos Chaves de Melo

Hélio Viana Pereira

Vice-President for Administration

Vice-President for Operation

   

Carlos da Costa Parcias Júnior

Luiz Eduardo F. do Amaral Osorio

Vice-President for Business Development

Vice-President for Institutional Relations

 

 

 

132


 
 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP –  Date: December 31, 2014 - CPFL Energia S. A

 

Management declaration on independent auditors’ report

 

In accordance to the sections V and VI of article 25 of CVM Instruction 480, of December 07, 2009, the chief executive officer and directors of CPFL Energia S.A., a publicly quoted companion, whose headquarters are located at Gomes de Carvalho street, 1510 - 14º floor- Room 142 - Vila Olímpia - São Paulo - SP – Brasil, CNPJ (Federal Tax ID) 02.429.144/0001-93, have declared:

 

c)     that reviewed, discussed and agree with the auditors’ opinion issued by Deloitte Touche Tohmatsu Auditores Independentes, related to CPFL Energia Financial Statements as of December 31, 2014;

d)    that reviewed, discussed and agree with the CPFL Energia Financial Statements as of December 31, 2014.

 

 

Campinas, March 16, 2014.

 

Wilson P. Ferreira Junior

Chief Executive Officer

 

Gustavo Estrella

Vice-President for Finance

And Investor Relations

José Marcos Chaves de Melo

Hélio Viana Pereira

Vice-President for Administration

Vice-President for Operation

   

Carlos da Costa Parcias Júnior

Luiz Eduardo F. do Amaral Osorio

Vice-President for Business Development

Vice-President for Institutional Relations

 

133

 

 

 

 
SIGNATURES
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 26, 2015

 
CPFL ENERGIA S.A.
 
By:  
         /S/  GUSTAVO ESTRELLA
  Name:
Title:  
 Gustavo Estrella 
Chief Financial Officer and Head of Investor Relations
 
 
FORWARD-LOOKING STATEMENTS

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.